COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT

and

SERVICERPARTICIPATION AGREEMENT·.·

for the

HOME AFFORDABLEMODIFICATION PROGRAM

nnder the

EMERGENCY ECONOMIC STABILIZATION ACT OF 2008

This Commitment to Purchase Financial Instrument and Servicer Participation Agreement (the "Commitment") is entered into

as ofthe Effective Date, by and between Federal National Mortgage Association, a federally chartered corporation, as financial

agent ofthe United States ("Fannie Mae"), and the undersigned party ("Servicer"). Capitalized terms used, but not defined

contextually, shall have the meanings ascribed to them in Section 12 below.

Recitals

WHEREAS, the U.S. Department ofthe Treasury (the "Treasury") has established a Home Affordable Modification Program

(the "Program") pursuant to section I0I and 109 ofthe Emergency Economic Stabilization Act of2008 (the "Act"), as section

109 ofthe Act has been amended by section 7002 ofthe American Recovery and Reinvestment Act of 2009;

WHEREAS, the Program includes loan modification and other foreclosure prevention services;

WHEREAS, Fannie Mae has been designated by the Treasury as a financial agent ofthe United States in connection with the

implementation ofthe Program;

WHEREAS, Fannie Mae will, in its capacity as a financial agent ofthe United States, fulfill the roles of administrator, record

keeper and paying agent for the Program, and in conjunction therewith must standardize certain mortgage modification and

foreclosure prevention practices and procedures as they relate to the Program, consistent with the Act and in accordance with

the directives of, and guidance provided by, the Treasury;

WHEREAS, Federal Home Loan Mortgage Corporation ("Freddie Mac") has been designated by the Treasury as a financial

agent of the United States and will, in its capacity as a financial agent of the United States, fulfill a compliance role in

connection with the Program; all references to Freddie Mac in the Agreement shall be in its capacity as compliance agent of

the Program;

WHEREAS, all Fannie Mae and Freddie Mac approved servicers are being directed through their respective servicing guides

and bulletins to implement the Program with respect to mortgage loans owned, securitized, or guaranteed by Fannie Mae or

Freddie Mac (the "aSE Loans"); accordingly, this Agreement does not apply to the aSE Loans;

WHEREAS, all other servicers, as well as Fannie Mae and Freddie Mac approved servicers, that wish to participate in the

Program with respect to loans that are not aSE Loans (collectively, "Participating Servicers") must agree to certain terms and

conditions relating to the respective roles and responsibilities of Program participants and other financial agents of the

govermnent; and

WHEREAS, Servicer wishes to participate in the Program as a Participating Servicer on the terms and subject to the conditions

set forth herein.

Accordingly, in consideration ofthe representations, warranties, and mutual agreementsset forth herein and for other good and

valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Fannie Mae and Servicer agree as

follows.
)

Agreement

1. Services

A. Subject to Section lO.C., Servicer shall perform the loan modification and other foreclosure prevention services

(collectively, the "Services") described in (i) the Financial Instrument attached hereto as Exhibit A (the "Financial

Instrument"); (ii) the Program guidelines and procedures issued by the Treasury, including, without limitation, the net present

value assessment requirements of the Program (the "Program Guidelines"); and (iii) any supplemental documentation,

instructions, bulletins, letters, directives, or other communications, including, but not limited to, business continuity

requirements, compliance requirements, performance requirements and related remedies, issued by the Treasury, Fannie Mae,

or Freddie Mac it) order to change, or further describe or clarify the scope of, the rights and duties of the Participating

Servicers in connection with the Program (the "Supplemental Directives" and, together with the Program Guidelines, the

"Program Documentation"). The Program Documentation will be available to all Participating Servicers at

www.financialstability.gov. The Program Documentation, as the same may be modified or amended from time to time in

accordance with Section 10 below, is hereby incorporated into the Commitment by this reference.

B. Servicer's representations and warranties, and acknowledgement of and agreement to fulfill or satisfy celtain duties

and obligations, with respect to its participation in the Program and under the Agreement are set forth in the Financial

Instrument. Servicer's certification as to its continuing compliance with, and the truth and accuracy of, the representations and

warranties setforth in the Financial Instrument will be provided annually in the form attached hereto as Exhibit B (the "Annual

Certification"), beginning on June 1,2010 and again on June 1 of each year thereafter during the Term (as defined below).

C. The recitals set forth above are hereby incorporated herein by this reference.

2. Authority and Agreement to Participate in Program

A. Servicer shall perform the Services for all mortgage loans its services, whether itservices such mortgage loans for its

own account or for the account of another party, including any holders ofmOltgage-backed securities (each such other party,

an "Investor"). Servicer shall use reasonable efforts to remove all prohibitions or impediments to its authority, and use

reasonable effortsto obtain all third party consents and waivers that are required, by contract or law, in orderto effectuate any

modification of a mortgage loan under the Program.

B. Notwithstanding subsection A., if(x) Servicer is unable to obtain all necessary consents and waivers for modifying a

mortgage loan, or (y) the pooling and servicing agreement or othersimilarservicing contract governing Servicer's servicing of

a mortgage loan prohibits Servicer from performing the Services for that mortgage loan, Servicer shall not be required to

perform the Services with respect to that mortgage loan and shall not receive all or any portion of the Purchase Price (as

defined below) otherwise payable with respect to such loan.

C. Notwithstanding anything to the contrary contained herein, the Agreement does not apply to GSE Loans. Servicers are

directed to the servicing guides and bulletins issued by Fannie Mae and Freddie Mac, respectively, concerning the Program as

applied to GSE Loans.

D. Servicer's performance ofthe Services and implementation ofthe Program shall be subject to review by Freddie Mac

and its agents and designees as more fully set forth in the Agreement.

3. Set Up; Prerequisite to Payment

Servicer will provide to Fannie Mae: (a) the set up information required by the Program Documentation and any ancillary or

administrative information requested by Fannie Mae in order to process Servicer's participation in the Program as a

Participating Servicer on or before the Effective Date ofthe Commitment; and (b) the data elements for each mortgage eligible

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for the Program as and when described in the ProgramDocumentation and the Financial Instrument. Purchase Price payments

will not be remitted pursuant to Section 4 with respect to any modified mortgage for which the required data elements have not

been provided. .

4. Agreement to Purchase Financial Instrument; Payment of Purchase Price

A. Fannie Mae, in its capacity as a financial agent ofthe United States, agrees to purchase, and SelVicer agrees to sell to

Fannie Mac, in such capacity, the Financial Instrument that is executed and delivered by ServiceI' to Fannie Mae in the form

attachedhereto as Exhibit A, in consideration for the payment by Fannie Mae, as agent, ofthe Purchase Price (defined below).

The conditions precedent to the payment by Fannie Mae of the Purchase Price are: (a) the execution and delivery of the

Commitment and the Financial Instrument by SelVicer to Fannie Mae; (b) the execution and delivery by Fannie Mae ofthe

Commitment 10 SelVicer; (c) the delivery ofcopies ofthe fully executedConunitment andFinancial Instrumentto Treasmy on

the Effective Date; (d) the perfOlmance by ServiceI' ofthe SelVices described in the Agreement, in accordance with the terms

and conditions thereof, to the reasonable satisfaction ofFannie Mae and Freddie Mac; and (e) the satisfaction bySelvicer of

such other obligations as are set forth in the Agreement.

B. Solely in its capacity as the financial agent ofthe United States, and subject to subsection C. below, Fannie Mae shall: (i)

remit compensation payments to Selvicer; (il) remit incentive payments to SelVicer for the account of Servicer and for the

credit ofborrowers under their respective mortgage loan obligations; and (iii) remit payments to Servicer for the account of

Investors, in each case in accordance with the ProgramDocumentation (all such payments, collectively, the "PurchasePrice");

all paymentsremitted to ServiceI'for the credit ofborrowers orfor the account ofInvestors underthe ProgramDocumentation

shall be applied by SelVicer to the borrowers' respective mortgage loan obligations, 01' remitted by ServiceI' to Investors, as

required by the Program Documentation. Fannie Mae shall have no liability to SelVicer with respect to the payment ofthe

Purchase Price, unless and until: (a) SelVicer and all otherinterestedparties have satisfied all pre-requisitessetforth herein and

in the ProgramDocumentation relating to the Programpaymentstructure, including, but not limited to, the delivery ofall data

elementsrequired by Section 3 ofthis Commitment; and (b) the Treasury has provided funds to Fannie Mae f01'l'emittance to

ServiceI', together with written direction to remit the funds to ServiceI' in accordance with the Program Documentation.

C. The Purchase Price will be paid to Servicer by Fannie Mae as the financial agent of the United States as and when

desoribed herein and in the ProgramDocumentation in consideration for the execution and delivery ofthe Financial Instl111Uent

by ServiceI' on 01' before the Effective Date ofthe Agreement, upon the satisfaction ofthe conditions precedent to payment

described in subsections A. and B. above.

D. The value of the Agreement is limited to $1,272,490,000.00 (the "Program Participation Cap"). Accordingly, the

aggregate Purchase Price payable to ServiceI' under the Agreement may not exceed the amount ofthe Program Participation

Cap. For each loan modification that becomes effective, the aggregate remaining Purchase Price available to be paid to

Servicer under the Agreement will be reduced by the maximum Pmchase Price potentially payable with respect to that loan

modification. In the event the Purchase Price actually paid with respect to that loan modification is less than the maximum

Purchase Price potentially payable, the aggregate remaining Purchase Price available to be paid to SelVicer under the

Agreement will be increased by the difference between such amounts. Notwithstanding the foregoing, no agreements with

borrowers intended to result in new loan modifications will be effected under the Agreement, and no payments will be made

with respect to any new loan modifications from and after the date on which the aggregate Purchase Price paid 01' payable to

ServiceI' underthe Agreement equals the Program Participation Cap. Treasmy may, from time to time in its sole discretion,

a<\iust the amount ofthe ProgramParticipation Cap. ServiceI' will be notified ofall adjustmentsto the Program.Participation

Cap in writing by Fannie Mae.

E. Servicer shall maintain complete and accurate records of, and supporting documentation for, the bon-ower payment,

including, but not limited to, PITIA (principal, interest, taxes, insurance (including homeowner's insurance and hazard and

flood insurance) and homeowner's association andlor condo fees), and delinquency information and data provided to Fannie

Mae regarding each agreement relating to a trial modification period and each loan modification agreement executed underthe

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) )

Program, which will be relied upon by Fannie Mae when calculating, as financial agent for the United States, the Purchase

Price to be paid by the Treasury through Fannie Mae or any other financial agent. Servicer agrees to provide Fannie Mae and

Freddie Mac with documentation and other information with respect to any amounts paid by the Treasury as may be

reasonably requested by such parties. In the event of a discrepancy or error in the amount of the Purchase Price paid

hereunder, at Fannie Mae's election, (x) Servicershall remit to Fannie Mae the amount ofany overpayment within thirty (30)

days ofreceiving a refund request from Fannie Mae, or (y) Fannie Mae may immediately offset the amount ofthe overpayment

against other amounts due and payable to Servicer by Fannie Mae, as financial agent ofthe United States, upon written notice

to Servicer. Servicer shall still be obligated to credit to the respective mortgage loan obligations of borrowers, and to the

respective accounts ofInvestors, any portion ofthe Purchase Price to which they are entitled (if any) notwithstanding such

offset unless otherwise directed by Fannie Mae.

F. At the election and upon the direction ofthe Treasury and with prior written notice to Servicer, Fannie Mae may deduct

from any amount to be paid to Servicer any amount that Servicer, Investor, or borrower is obligated to reimburse or pay to the

United States government, provided, however, that any amount withheld under this subsection F. will be withheld only from

the amounts payable to, or for the account or credit of, the party which is liable for the obligation to the United States

government.

G. In the event that the Agreement expires or is terminated pursuant to Section 5 or Section 6, and subject to Fannie Mae's

rights under Section 6, Fannie Mae shall, solely in its capacity as the financial agent ofthe United States, continue to remit all

amounts that are properly payable pursuant to subsection A. above to Servicer in accordance with the Program Documentation

until paid in full, provided, however, that Purchase Price payments will be made only with respect to qualifYing mortgage loan

modifications that were submitted by Servicer and accepted by Fannie Mae for inclusion in the Program in accordance with the

Program Documentation prior to the date of expiration or termination and that do not exceed the Program Participation Cap.

H. Notwithstanding anything to the contrary contained in subsection G. above, in the event that the Agreement is terminated

pursuant to Section 6 B. in connection with an Event ofDefault by Servicer under Section 6 A., no compensation with respect

to any loan will be paid to Servicer for the account ofthe Servicer subsequent to termination; subject to Fannie Mae's rights

under Section 6, Fannie Mae's only continuing obligations as financial agent ofthe United States subsequent to termination

will be to remit payments to Servicer (or, at Fannie Mae's discretion, an alternative provider) for the account ofborrowers and

Investors, as provided in the Agreement.

1. Notwithstanding anything to the contrary contained in subsection F. above, in the event that the Agreement is terminated

pursuant to Section 6 C. in connection with an Event of Default by an Investor or a borrower under Section 6 A., no

compensation with respect to any loan will be paid to Servicer for the credit or account ofthe defaulting party subsequent to

termination; subject to Fannie Mae's rights under Section 6, Fannie Mae's only continuing obligations as financial agent ofthe

United States subsequent to termination will be to remit payments to Servicer for the credit or account of non-defaulting

parties as described in the Program Documentation.

J. Notwithstanding anything to the contrary contained herein, Fannie Mae, in its capacity as the financial agent ofthe United

States, may reduce the amounts payable to Servicer under Section 4.B., or obtain repayment of prior payments made under

Section 4.B., in connection with an Event of Default by Servicer or in connection with an evaluation of performance that

includes any specific findings by Freddie Mac that Servicer's performance under any performance criteria established pursuant

to the Program Documentation is materially insufficient; provided, however, Fannie Mae will seek to obtain repayment ofprior

payments made under Section 4.B. only with respect to loan modifications that are determined by Fannie Mae or Freddie Mac

to have been impacted by, or that Fannie Mae or Freddie Mac believes may have been, or may be, impacted, by the Event of

Default or findings giving rise to this remedy. These remedies are not exclusive; they are available in addition to, and not in lieu

of, any other remedies available to Fannie Mae at law or in equity.

K. Notwithstanding anytbing to the contrary contained herein, Fannie Mae, in its capacity as the financial agent ofthe United

States, may reduce the amounts payable to Servicer for the credit or account of an Investor or a borrower under Section 4.B., or

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) )

obtain repayment ofprior payments made for the credit or account ofsuch parties under Section 4.B., in connection with an

Event of Default by an Investor or a borrower. Servicer will reasonably cooperate with, and provide reasonable support and

assistance to, Fannie Mae and Freddie Mac in connection with their respective roles and, in Fannie Mae's case, in connection

with its efforts to obtain repayment ofprior payments made to Investors and borrowers as provided in this subsection. These

remedies are not exclusive; they are available in addition to, and not in lieu of, any other remedies available to Fannie Mae at

law or in equity.

5. Term

A. Qualifying mortgage loans may be submitted by Servicer and accepted by Fannie Mae as described in the Financial

Instrument and the Program Documentation from and after the Effective Date until December 31,2012 (the "Initial Term"),

subject to Program extensions by the Treasury or earlier termination of the Agreement by Fannie Mae pursuant to the

provisions hereof or suspension or termination of the Program by the Treasury, provided, however, no new qualifying

mortgage loans may be submitted by Servicer or accepted by Fannie Mae from and after the date on which the Program

Participation Cap is reached.

B. Servicershall perform the Services described in the Program Documentation in accordance with the terms and conditions

ofthe Agreement during the Initial Term and any extensions thereof(the Initial Term, together with all extensions thereof, if

any, the "Term"), and during such additional period as may be necessary to: (i) comply with all data collection, retention and

reporting requirements specified in the Program Documentation during and for the periods set forth therein; and (il) complete

all Services that were initiated by Servicer, including, but not limited to, mortgage modifications and the completion of all

documentation relating thereto, during the Term. Servicer agrees that it will work diligently to complete all Services as soon

as reasonably possible after the end ofthe Term or earlier termination.

C. The Agreement may be terminated by Fannie Mae or Servicer prior to the end ofthe Term pursuant to Section 6 below.

6. Defaults and Early Termination

A. The following constitute events ofdefault under the Agreement (each, an "Event ofDefault" and, collectively, "Events of

Default"):

(I) Servicer fails to perform or comply with any ofits material obligations under the Agreement,

including, but not limited to, circumstances in which Servicer fails to ensure that all eligibility

criteria and other conditions precedent to modification specified in the Program Documentation

are satisfied prior to effectuating modifications under the Program.

(2) Servicer: (a) ceasesto do business as a going concern; (b) makes a general assignment for the

benefit of, or enters into any arrangement with creditors in lieu thereof; (c) admits in writing its

inability to pay its debts as they become due; (d) files a voluntary petition under any bankruptcy

or insolvency law or files a voluntary petition under the reorganization or arrangement provisions

ofthe laws ofthe United States or any otherjurisdiction; (e) authorizes, applies for or consentsto

the appointment of a trustee or liquidator of all or substantially all of its assets; (t) has any

substantial part of its property subjected to a levy, seizure, assignment or sale for or by any

creditor or governmental agency; or (g) enters into an agreement or resolution to take any ofthe

foregoing actions.

(3) Servicer, any employee or contractor ofServicer..or any employee or contractor ofServicers'

contractors, or any Investor or borrower, commits a grossly negligent, willful or intentional, or

reckless act (including, but not limited to, fraud) in connection with the Program or the

Agreement.

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(4) Any representation, warranty, or covenant made by ServiceI' in the Agreement or any Annual

Certification is or becomes materially false, misleading, incorrect, or incomplete.

(5) An evaluation ofperformance that includes any specific findings by Freddie Mac, in its sole

discretion, that Servicer's performance under any performance criteria established pursuant to the

Program Documentation is materially insufficient, or any failure by ServiceI' to comply with any

directive issued by Fannie Mae 01' Freddie Mac with respect to documents or data requested,

findings made, or remedies established, by Fannie Mae and/or Freddie Mac in conjunction with

such performance criteria or other Program requirements.

B. Fannie Mae may take any, all, or none ofthe following actions upon an Event ofDefault by ServiceI' under the Agreement:

(1) Fannie Mae may: (i) withhold some or all ofthe Servicer's portion ofthe Purchase Price until,

in Fannie Mae's determination, ServiceI' has cured the default; and (ii) choose to utilize alternative

means of paying any portion of the Purchase Price for the credit or account of borrowers and

Investors and delay paying such portion pending adoption ofsuch alternative means.

(2) Fannie Mae may: (i) reduce the amounts payable to ServiceI' under Section 4.B; and/or (ii)

require repayment of prior payments made to ServiceI' under Section 4.B, provided, however,

Fannie Mae will seek to obtain repayment ofprior payments made under Section 4.8. only with

respect to loan modifications that are determined by Fannie Mae 01' Freddie Mac to have been

impacted, 01' that Fannie Mae or Freddie Mac believes may have been, or may be, impacted, by

the Event of Default giving rise to the remedy.

(3) Fannie Mae may require ServiceI' to submit to additional Program administrator oversight,

including, but not limited to, additional compliance controls and quality control reviews.

(4) Fannie Mae may terminate the Agreement and cease its performance hereunder as to some 01'

all ofthe mortgage loans subject to the Agreement.

(5) Fannie Mae may require ServiceI' to submit to information and reporting with respect to its

financial condition and ability to continue to meet its obligations under the Agreement.

C. Fannie Mae may take any, all, or none of the following actions upon an Event of Default involving an Investor 01' a

borrower in connection with the Program:

(1) Fannie Mae may withhold all 01' any portion ofthe Purchase Price payable to, or for the credit

01' account of, the defaulting party until, in Fannie Mae's determination, the default has been cured

or otherwise remedied to Fannie Mae's satisfaction.

(2) Fannie Mae may: (i) reduce the amounts payable to ServiceI' for the credit, or account of, the

defaulting party under Section 4.B; and/or (ii) require repayment of prior payments made to the

defaulting party under Section 4.B. ServiceI' will reasonably cooperate with, and provide

reasonable support and assistance to, Fannie Mae and Freddie Mae in connection with their

respective roles and, in Fannie Mae's case, in connection with its efforts to obtain repayment of

prior payments made to Investors and borrowers as provided in this subsection.

(3) Fannie Mae may require ServiceI' to submit to additional Program administrator oversight,

including, but not limited to, additional compliance controls and quality control reviews.

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, )

(4) Fannie Mae may cease its performance hereunder as to some or all of the mortgage loans

subject to the Agreement that relate to the defaulting Investor or borrower.

D. In addition to the termination rights set forth above, Fannie Mae may terminate the Agreement immediately upon written

notice to Servicer:

(I) at the direction ofthe Treasury;

(2) in the event of a merger, acquisition, or other change of control ofServicer;

(3) in the event that a receiver, liquidator, trustee, or other custodian is appoInted for the Servicer; or

(4) in the event that a material term ofthe Agreement is determined to be prohibited or unenforceable as

referred to in Section II.C.

E. The Agreement will terminate automatically:

(I) in the event that the Financial Agency Agreement, dated February 18,2009, by and between

Fannie Mae and the Treasury is terminated; or

(2) upon the expiration or termination ofthe Program.

F. The remedies available to Fannie Mae upon an Event of Default under this Section are cumulative and not exclusive;

further, these remedies are in addition to, and not in lieu of, any other remedies available to Fannie Mae at law or in equity.

G. In the event oftermination ofthe Agreement under any circumstances, Servicer and Fannie Mae agree to cooperate with

one another on an ongoing basis to ensure an effective and orderly transition or resolution of the Services, including the

provision of any information, reporting, records and data required by Fannie Mae and Freddie Mac.

H. If an Event ofDefault under Section 6.A.I., Section 6.Ao4., or Section 6.A.5. occurs and Fannie Mae determines, in its sole

discretion, that the Event of Default is curable and elects to exercise its right to terminate the Agreement, Fannie Mae will

provide written notice ofthe Event ofDefault to Servicer and the Agreement will terminate automatically thirty (30) days after

Servicer's receipt ofsuch notice, ifthe Event ofDefault is not cured by Servicer to the reasonable satisfaction ofFannie Mae

prior to the end ofsuch thirty (30) day period. IfFannie Mae determines, in its sole discretion, that an Event ofDefault under

Section 6.A.I. , Section 6.Ao4, or Section 6.A. 5. is not curable, or if an Event of Default under Section 6.A.2. or Section

6.A.3. occurs, and Fannie Mae elects to exercise its right to terminate the Agreement under Section 6.Bo4., Fannie Mae will

provide written notice oftermination to the Servicer on or before the effective date ofthe termination.

7. Disputes

Fannie Mae and Servicer agree that it is in their mutual interest to resolve disputes by agreement. If a dispute arises under the

Agreement, the parties will use all reasonable efforts to promptly resolve the dispute by mutual agreement. If a dispute cannot

be resolved informally by mutual agreement atthe lowest possible level, the dispute shall be referred up the respective chain of

command of each party in an attempt to resolve the matter. This will be done in an expeditious manner. Servicer shall

continue diligent performance ofthe Services pending resolution of any dispute. Fannie Mae and Servicer reserve the right to

pursue other legal or equitable rights they may have concerning any dispute. However, the parties agree to take all reasonable

steps to resolve disputes internally before commencing legal proceedings.

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8. Transfer or Assignment

) )

A. Servicer must provide written notice to Fannie Mae and Freddie Mac pursuant to Section 9 below of: (i) any transfers or

assignments ofmortgage loans subject to this Agreement; and (ii) any other transfers or assignments ofServicer's rights and

obligations under this Agreement. Such notice must include payment instructions for paymentsto be made to the transferee or

assignee of the mortgage loans subject to the notice (if applicable), and evidence of the assumption by such transferee or

assignee ofthe mortgage loans or other rights and obligations that are transferred, in the form ofExhibit C (the "Assignment

and Assumption Agreement"). Servicer acknowledges that Fannie Mae will continue to remit payments to Servicer in

accordance with Section 4.B. with respect to mortgage loans that have been assigned or transferred, and that Servicer will be

liable for underpayments, overpayments and misdirected payments, unless and until such notice and an executed Assignment

and Assumption Agreement are provided to Fannie Mae and Freddie Mac. Any purported transfer or assignment ofmortgage

loans or other rights or obligations under the Agreement in violation ofthis Section is void.

B. Servicer shall notify Fannie Mae as soon as legally possible of any proposed merger, acquisition, or other change of

control of Servicer, and of any financial and operational circumstances which may impair Servicer's ability to perform its

obligations under the Agreement.

9. Notices

All legal notices under the Agreement shall be in writing and referred to each party's point of contact identified below at the

address listed below, orto such other point of contact at such other address as may be designated in writing by such party. All

such notices under the Agreement shall be considered received: (a) when personally delivered; (b) when delivered by commercial overnight courier with verification receipt; (c) when sent by confirmed facsimile; or (d) three (3) days after having been

sent, postage prepaid, via certified mail, return receipt requested. Notices shall not be made or delivered in electronic form,

except as provided in Section 12 B. below, provided, however, that the party giving the notice may send an e-mail to the party

receiving the notice advising that party that a notice has been sent by means permitted under this Section.

To Servicer:

American Home Mortgage Servicing, Inc

1525 S. Beltline Rd.

Coppel, TX 75019

Attention:

Phone:

Cell:

Facsimile:

Email:

To Fannie Mae:

Fannie Mae

3900 Wisconsin Avenue, NW

Washington DC 20016

Attention:

Facsimile:

To Treasury:

Chief

Office of Homeownership Preservation

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)

"

Office of Financial Stability

Department ofthe Treasury

1500 Pennsylvania Avenue, NW

Washington DC 20220

Facsimile:

To Freddie Mac:

Freddie Mac

8100 Jones Branch Drive

McLean, VA 22102

Attention: Vice President, Making Home Affordable - Compliance

Facsimile: (703) 903-2544

Email: MHA_Compliance@freddiemac.com

10. Modifications

)

A. Subject to Sections IO.B. and IO.C., modifications to the Agreement shall be in writing and signed by Fannie Mae and

Servicer.

B. Fannie Mae and the Treasury each reserve the right to unilaterally modify or supplement the terms and provisions ofthe

Program Documentation that relate (as determined by Fannie Mae or the Treasury, in their reasonable discretion) to the

compliance and performance requirements of the Program, and related remedies established by Freddie Mac, and/or to

technical, administrative, or procedural matters or compliance and reporting requirements that may impact the administration

ofthe Program.

C. Notwithstanding Sections IO.A. and 10.B., any modification to the Program Documentation that materially impact the

borrower eligibility requirements, the amount of payments of the Purchase Price to be made to Participating Servicers,

Investors and borrowers under the Program, or the rights, duties, or obligations of Participating Servicers, Investors or

borrowers in connection with the Program (each, a "Program Modification" and, collectively, the "Program Modifications")

shall be effective only on a prospective basis; Participating Servicers will be afforded the opportunity to opt-out ofthe Program

when Program Modifications are published with respect to some or all ofthe mortgage loans sought to be modified under the

Program on or after the effective date ofthe Program Modification, at Servicer's discretion. Opt-out procedures, including, but

not limited to, the time and process for notification of election to opt-out and the window for such election, will be set forth in

the Program Documentation describing the Program Modification, provided, however, that Servicer will be given at least thirty

(30) days to elect to opt-out of a Program Modification. Forthe avoidance ofdoubt, during the period during which Servicer

may elect to opt-out of a Program Modification and after any such opt-out is elected by Servicer, Servicer will continue to

perform the Services described in the Financial Instrument and the Program Documentation (as the Program Documentation

existed immediately prior to the publication ofthe Program modification prompting the opt-out) with respect to qualifying

mortgage loan modifications that were submitted by Servicer and accepted by Fannie Mae prior to the opt-out.

11. Miscellaneous

A. The Agreement shall be governed by and construed under Federal law and not the law of any state or locality, without

reference to or application ofthe conflicts oflaw principles. Any and all disputes between the parties that cannot be settled by

mutual agreement shall be resolved solely and exclusively in the United States Federal courts located within the District of

Columbia. Both parties consent to the jurisdiction and venue ofsuch courts and irrevocably waive any objections thereto.

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) )

B. The Agreement is not a Federal procurement contract and is therefore notsubject to the provisions ofthe Federal Propelty

and Administrative Services Act (41 U.S.C. §§ 251-260), the Federal Acquisition Regulations (48 CFR Chapter I), or any

other Federal procurement law.

C. Any provision ofthe Agreement that is determined to be prohibited or unenforceable in any jurisdiction shail, as to such

jurisdiction, be ineffective to the extent ofsuch prohibition or unenforceability without invalidating the remaining provisions

ofthe Agreement, and no such prohibition or unenforceability in any jurisdiction shail invalidate such provision in any other

jurisdiction.

D. Failure on the part of Fannie Mae to insist upon strict compliance with any of the terms hereof shail not be deemed a

waiver, nor will any waiver hereunder at any time be deemed a waiver at any other time. No waiver will be valid unless in

writing and signed by an authorized officer ofFannie Mae. No failure by Fannie Mae to exercise any right, remedy, or power

hereunder wiil operate as a waiver thereof. The rights, remedies, and powers provided herein are cumulative and not

exhaustive of any rights, remedies, and powers provided by law.

E. The Agreement shail inure to the benefit of and be binding upon the parties to the Agreement and their permitted

successors-in-interest.

F. The Commitment and the Assignment and Assumption Agreement (if applicable) may be executed in two or more

counterparts (and by different parties on separate counterparts), each ofwhich shail be an original, but ail ofwhich together

shail constitute one and the same instrument.

G. The Commitment, together with the Financial Instrument, the Annual Celtifications, the Assignment and Assumption

Agreement (if applicable) and the Program Documentation, constitutes the entire agreement ofthe parties with respect to the

subject matter hereof. In the event of a conflict between any ofthe foregoing documents and the Program Documentation, the

Program Documentation shail prevail. In the event of a conflict between the Program Guidelines and the Supplemental

Directives, the Program Guidelines shail prevail.

H. Any provisions of the Agreement (including ail documents incorporated by reference thereto) that contemplate their

continuing effectiveness, including, but not limited to, Sections 4, 5 B., 6 F., 6 G., 9, II and 12 of the Commitment, and

Sections 2, 3, 5,7,8,9 and 10 ofthe Financial Instrument, and any other provisions (or portions thereof) in the Agreement that

relate to, or may impact, the ability of Fannie Mae and Freddie Mac to fulfiil their responsibilities as agents ofthe United

States in connection with the Program, shail survive the expiration or termination ofthe Agreement.

12. Defined Terms; Incorporation by Reference

A. Ail references to the "Agreement" necessarily include, in ail instances, the Commitment and ail documents incorporated

into the Commitment by reference, whether or not so noted contextuaily, and ail amendments and modifications thereto.

Specific references throughout the Agreement to individual documents that are incorporated by reference into the Commitment

are not inclusive of any other documents that are incorporated by reference, unless so noted contextuaily.

B. The term "Effective Date" means the date on which Fannie Mae transmits a copy ofthe fuily executed Commitment and

Financial Instrument to Treasury and Servicer with a completed cover sheet, in the form attached hereto as Exhibit D (the

"Cover Sheet"). The Commitment and Financial Instrument and accompanying Cover Sheet will be faxed, emailed, or made

available through other electronic means to Treasury and Servicer in accordance with Section 9.

C. The Program Documentation and Exhibit A - Form of Financial Instrument, Exhibit B - Form of Annual Certification,

Exhibit C - Form ofAssignment and Assumption Agreement and Exhibit D - Form ofCover Sheet(in each case, in form and,

upon completion, in substance), including ail amendments and modifications thereto, are incorporated into this Commitment

by this reference and given the same force and effect as though fuily set forth herein.

-10
\

)

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

- 11
) \)

In Witness Whereof, Servicer and Fannie Mae by their duly authorized officials hereby execute and deliver this Commitment

to Purchase Financial Instrument and Servicer Participation Agreement as ofthe Effective Date.

SERVICER: American Home Mortgage Servicing, Inc

EXHIBITS

FANNIE MAE, solely as Financial Agent ofthe

United States

N: B:~'~~~i;;i~;~~~== Title:._-lt--'-"''¥~D,',,~~''''''-'-''--L

Date:' ~~"'-'JlL:JL- _

Exhibit A

Exhibit B

Exhibit C

Exhibit D

Form of Financial Instrument

Form ofAnnual Certification

Form of Assignment and Assumption Agreement

Form of Cover Sheet

- 12
)

EXHIBIT A

FORM OF FINANCIAL INSTRUMENT

)
)

FINANCIAL INSTRUMENT

)

This Financial Instrument is delivered as provided in Section 1 ofthe Commitment to Purchase Financial Instrument

and Servicer Participation Agreement (the "Commitment"), entered into as ofthe Effective Date, by and between

Federal National Mortgage Association ("Fannie Mae"), a federally chartered corporation, acting as financial agent of

the United States, and the undersigned party ("Servicer"). This Financial Instrument is effective as ofthe Effective

Date. All ofthe capitalized terms that are used but not defined herein shall have the meanings ascribed to them in the

Commitment.

For good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, Servicer agrees as

follows:

I. Purchase Price Consideration: Services. This Financial Instrument is being purchased by Fannie Mae

pursuant to Section 4 ofthe Commitment in consideration for the payment by Fannie Mae, in its capacity as a

financial agent ofthe United States, ofvarious payments detailed in the Program Documentation and referred

to collectively in the Commitment as the "Purchase Price." The conditions precedent to the payment by

Fannie Mae of the Purchase Price are: (a) the execution and delivery of this Financial Instrument and the

Commitment by Servicer to Fannie Mae; (b) the execution and delivery by Fannie Mae ofthe Commitment to

Servicer; (c) the delivery of copies ofthe fully executed Commitment and Financial Instrument to Treasury

on the Effective Date; (d) the performance by Servicer ofthe Services described in the Agreement; and (e)the

satisfaction by Servicer ofsuch other obligations as are set forth in the Agreement. Servicershall perform all

Services in consideration for the Purchase Price in accordance with the terms and conditions of the

Agreement, to the reasonable satisfaction of Fannie Mae and Freddie Mac.

2. Authority and Agreement to Participate in Program. Subject to the limitations set forth in Section 2 ofthe

Agreement, Servicer shall use reasonable efforts to remove all prohibitions or impediments to its authority

and to obtain all third party consents and waivers that are required, by contract or law, in order to effectuate

any loan modification under the Program.

3. Audits, Reporting and Data Retention.

(a) Freddie Mac, the Federal Housing Finance Agency and other parties designated by the Treasury

or applicable law shall have the right during normal business hours to conduct unannounced,

informal onsite visits and to conduct formal onsite and offsite physical, personnel and

information technology testing, security reviews, and audits of Servicer and to examine all

books, records and data related to the Services provided and Purchase Price received in

connection with the Program on thirty (30) days' prior written notice.

(b) Servicer will collect, record, retain and provide to Treasury, Fannie Mae and Freddie Mac all

data, information and documentation relating to the Program and borrowers, loans and loan

modifications implemented, or potentially eligible for modification, underthe Program and any

trials conducted in connection with the Program, as required by the Program Documentation. All

such data, information and documentation must be provided to the Treasury, Fannie Mae and

Freddie Mac as, when and in the manner specified in the Program Documentation. In addition,

Servicershall provide copies ofexecuted contracts and tapes ofloan pools related to the Program

for review upon request.

(c) Servicer shall promptly take corrective and remedial actions associated with reporting and

reviews as directed by Fannie Mae or Freddie Mac and provide to Fannie Mae and Freddie Mac

such evidence ofthe effective implementation ofcorrective and remedial actions as Fannie Mae

and Freddie Mac shall reasonably require. Freddie Mac may conduct additional reviews based

on its findings and the corrective actions taken by Servicer.

- 1 -
(d) In addition to any other obligation to retain financial and accounting records that may be imposed

by Federal or state law, Servicer shall retain all information described in Section 3(b), and all

data, books, reports, documents, audit logs and records, including electronic records, related to

the performance ofServices in connection with the Program. In addition, Servicershall maintain

a copy of all computer systems and application software necessary to review and analyze these

electronic records. Unless otherwise directed by Fannie Mae or Freddie Mac, Servicer shall

retain these records for at least 7 years from the date the data or record was created, or for such

longer period as may be required pursuant to applicable law. Fannie Mae or Freddie Mac may

also notify Servicer from time to time of any additional record retention requirements resulting

from litigation and regulatory investigations in which the Treasury or any agents ofthe United

States may have an interest, and Servicer agrees to comply with these litigation and regulatory

investigations requirements.

4. Internal Control Program.

(a) Servicer shall develop, enforce and review on a quarterly basis for effectiveness an internal

control program designed to: (i) ensure effective delivery of Services in connection with the

Program and compliance with the Program Documentation; (ii) effectively monitor and detect

loan modification fraud; and (iii) effectively monitor compliance with applicable consumer

protection and fair lending laws. The internal control program must include documentation ofthe

control objectives for Program activities, the associated control techniques, and mechanisms for

testing and validating the controls.

(b) Servicer shall provide Freddie Mac with access to all internal control reviews and reports that

relate to Services under the Program performed by Servicer and its independent auditing firm to

enable Freddie Mac to fulfill its duties as a compliance agent ofthe United States; a copy ofthe

reviews and reports will be provided to Fannie Mae for record keeping and other administrative

purposes.

5. Representations, Warranties and Covenants. Servicer makes the following representations, warranties and

covenants to Fannie Mae, Freddie Mac and the Treasury, the truth and accuracy of which are continuing

obligations of Servicer. In the event that any of the representations, warranties, or covenants made herein

cease to be true and correct, Servicer agrees to notifY Fannie Mae and Freddie Mac immediately.

(a) Servicer is established under the laws ofthe United States or any state, territory, or possession of

the United States orthe District ofColumbia, and has significant operations in the United States.

Servicer has full corporate power and authority to enter into, execute, and deliver the Agreement

and to perform its obligations hereunder and has all licenses necessary to carry on its business as

now being conducted and as contemplated by the Agreement.

(b) Servicer is in compliance with, and covenants that all Services will be performed in compliance

with, all applicable Federal, state and local laws, regulations, regulatory guidance, statutes,

ordinances, codes and requirements, including, but not limited to, the Truth in Lending Act, 15

USC 1601 § et seq., the Home Ownership and Equity Protection Act, IS USC § 1639, the

Federal Trade Commission Act, 15 USC § 41 et seq., the Equal Credit Opportunity Act, IS USC

§ 701 et seq., the Fair Credit Reporting Act, IS USC § 1681 et seq., the Fair Housing Act and

other Federal and state laws designed to prevent unfair, discriminatory or predatory lending

practices and all applicable laws governing tenant rights. Subject to the following sentence,

Servicer has obtained or made, or will obtain or make, all governmental approvals or

- 2 -
) ,

I

'>

registrations required under law and has obtained or will obtain all consents necessary to

authorize the performance of its obligations under the Program and the Agreement. The

performance ofServices under the Agreement will not conflict with, or be prohibited in any way

by, any other agreement or statutory restriction by which ServiceI' is bound, provided, however,

that Fannie Mae acknowledges and agrees that this representation and warranty is qualified

solely by and to the extent of any contractual limitations established under applicable servicing

contracts to which ServiceI' is subject. ServiceI' is not aware of any other legal or financial

impediments to performing its obligations under the Program or the Agreement and shall

promptly notify Fannie Mae of any financial and/or operational impediments which may impair

its ability to perform its obligations under the Program or the Agreement. ServiceI' is not

delinquent on any Federal tax obligation 01' any other debt owed to the United States or collected

by the United States for the benefit of others, excluding any debt 01' obligation that is being

contested in good faith.

(c) ServiceI' covenants that: (i) it will perform its obligations in accordance with the Agreement and

will promptly provide such performance reporting as Fannie Mae may reasonably require; (ii) all

mortgage modifications and all trial period modifications will be offered to borrowers, fully

documented and serviced in accordance with the Program Documentation; and (iii) all data,

collection information and other information reported by ServiceI' to Fannie Mae and Freddie

Mac under the Agreement, including, but not limited to, information that is relied upon by Fannie

Mae or Freddie Mac in calculating the Purchase Price or in performing any compliance review

will be true, complete and accurate in all material respects, and consistent with all relevant

servicing records, as and when provided.

(d) ServiceI' covenants that it will: (i) perform the Services required under the Program

Documentation and the Agreement in accordance with the practices, high professional standards

of care, and degree ofattention used in a well-managed operation, and no less than that which the

ServiceI' exercises for itself under similar circumstances; and (ii) use qualified individuals with

suitable training, education, experience and skillsto perform the Services. ServiceI' acknowledges

that Program participation may require changes to, or the augmentation of, its systems, staffing

and procedures, and covenants and agrees to take all actions necessary to ensure it has the

capacity to implement the Program in accordance with the Agreement.

(e) Servicer covenants that it will comply with all regulations on conflicts of interest that are

applicable to ServiceI' in connection with the conduct ofits business and all conflicts ofinterest

and non-disclosure obligations and restrictions and related mitigation procedures set forth in the

Program Documentation (if any).

(f) Servicer acknowledges that the provision offalse or misleading information to Fannie Mae 01'

Freddie Mac in connection with the P'rogram or pursuant to the Agreement may constitute a

violation of: (a) Federal criminal law involving fraud, conflict of interest, bribery, Of gratuity

violations found in Title 18 of the United States Code; 01' (b) the civil False Claims Act (31

U.S.C. §§ 3729-3733). ServiceI' covenants to disclose to Fannie Mae and Freddie Mac any

credible evidence, in connection with the Services, that a management official, employee, 01'

contractor of ServiceI' has committed, 01' may have committed, a violation of the referenced

statutes.

(g) ServiceI' covenantsto disclose to Fannie Mae and Freddie Mac any other facts or information that

the Treasury, Fannie Mae or Freddie Mac should reasonably expect to know about ServiceI' and

- 3 -
)

(h) Servicer covenants that it will timely inform Fannie Mae and Freddie Mac of any anticipated

Event of Default.

(I) Servicer acknowledges that Fannie Mae or Freddie Mac may be required to assist the Treasury

with responses to the Privacy Act of 1974 (the "Privacy Act"), 5 USC § 552a, inquiries from

borrowers and Freedom oflnformation Act, 5 USC § 552, inquiries from other parties, as well as

formal inquiries from Congressional committees and members, the Government Accounting

Office, Inspectors General and other government entities, as well as media and consumer

advocacy group inquiries about the Program and its effectiveness. Servicer covenantsthat it will

respond promptly and accurately to all search requests made by Fannie Mae or Freddie Mac,

comply with any related procedures which Fannie Mae or Freddie Mac may establish, and

provide related training to employees and contractors. In connection with Privacy Act inquiries,

Servicer covenants that it will provide updated and corrected information as appropriate about

borrowers' records to ensure that any system of record maintained by Fannie Mae on behalf of

the Treasury is accurate and complete.

G) Servicer acknowledges that Fannie Mae is required to develop and implement customer service

call centers to respond to borrowers' and other parties' inquiries regarding the Program, which

may require additional support from Servicer. Servicer covenants that it will provide such

additional customer service call support as Fannie Mae reasonably determines is necessary to

support the Program.

(k) Servicer acknowledges that Fannie Mae and/or Freddie Mac are required to develop and

implement practices to monitor and detect loan modification fraud and to monitor compliance

with applicable consumer protection and fair lending laws. Servicer covenants that it will fully

and promptly cooperate with Fannie Mae's inquiries about loan modification fraud and legal

compliance and comply with any anti-fraud and legal compliance procedures which Fannie Mae

and/or Freddie Mac may require. Servicer covenants that it will develop and implement an

internal control program to monitor and detect loan modification fraud and to monitor

compliance with applicable consumer protection and fair lending laws, among other things, as

provided in Section 4 of this Financial Instrument and acknowledges that the internal control

program will be monitored, as provided in such Section.

(I) Servicer shall sign and deliver an Annual Certification to Fannie Mae and Freddie Mac

beginning on June 1,2010 and again on June 1 of each year thereafter during the Term, in the

form attached as Exhibit B to the Agreement.

6. Use ofContractors. Servicer is responsible for the supervision and management ofany contractorthat assists

in the performance of Services in connection with the Program. Servicer shall remove and replace any

contractor that fails to perform. Servicer shall ensure that all of its contractors comply with the terms and

provisions ofthe Agreement. Servicershall be responsible for the acts or omissions ofits contractors as ifthe

acts or omissions were by the Servicer.

7. Data Rights.

(a) For purposes ofthis Section, the following definitions apply:

-4-
) )

(i) "Data" means any recorded information, regardless ofform or the media on which it

may be recorded, regarding any ofthe Services provided in connection with the Program.

(il) "Limited Rights" means non-exclusive rights to, without limitation, use, copy,

maintain, modify, enhance, disclose, reproduce, prepare derivative works, and distribute, in

any manner, for any purpose related to the administration, activities, review, or audit of, or

public reporting regarding, the Program and to permit others to do so in connection

therewith.

(iii) "NPl" means nonpublic personai information, as defined under the GLB.

(iv) "GLB" means the Gramm-Leach-Bliley Act, 15 U.S.C. 6801-6809.

(b) Subject to Section 7(c) below, Treasury, Fannie Mae and Freddie Mac shall have Limited Rights,

with respect to all Data produced, developed, 01' obtained by Servicer or a contractor ofServicer

in connection with the Program, provided, however, that NPI will not be transferred by Fannie

Mae in violation ofthe GLB and, provided, further, that Servicer acknowledges and agrees that

any use ofNPI by, the distribution ofNPI to, or the transfer ofNPI among, Federal, state and

local government organizations and agencies does not constitute a violation of the GLB for

purposes of the Agreement. If requested, such Data shall be made available to the Treasury,

Fannie Mae, or Freddie Mac upon request, or as and when directed by the Program

Documentation, in industry standard useable format.

(c) Servicer expressly consentsto the publication ofits name as a participant in the Program, and the

use and publication of Servicer's Data, subject to applicable state and federal laws regarding

confidentiality, in any form and on any media utilized by Treasury, Fannie Mae or Freddie Mac,

including, but not limited to, on any website or webpage hosted by Treasury, Fannie Mae, or

Freddie Mac, in connection with the Program, provided that no Data placed in the public domain

will: (i) contain the name, social security number, or street address of any borrower or other

information that would allow the borrower to be identified; or, (ii) if presented in a form that

links the Servicer with the Data, include information other than program performance and

participation related statistics such as the number ofmodifications, performance ofmodifications,

characteristics of the modified loans, or program compensation or fees, with any information

about any borrower limited to creditworthiness characteristics such as debt, income, and credit

score. In any Data provided to an enforcement orsupervisory agency withjurisdiction over the

Servicer, these limitations on borrower information do not apply.

8. Publicity and Disclosure.

(a) Servicer shall not make use of any Treasury name, symbol, emblem, program name, or product

name, in any advertising, signage, promotional material, press release, Web page, publication, or

media interview, without the prior written consent ofthe Treasury.

(b) Servicer shall not publish, or cause to have published, or make public use ofFannie Mae's name,

logos, trademarks, or any information about its relationship with Fannie Mae without the prior

written permission of Fannie Mae, which permission may be withdrawn at any time in Fannie

Mae's sole discretion.

- 5 -
) )

(c) Servicer shall not publish, or cause to have published, or make public use ofFreddie Mac's name

(Le., "Freddie Mac" or "Federal Home Loan Mortgage Corporation"), logos, trademarks, or any

information about its relationship with Freddie Mac without the prior written permission of

Freddie Mac, which permission may be withdrawn at any time in Freddie Mac's sole discretion.

9. Limitation of Liability. IN NO EVENT SHALL FANNIE MAE, THE TREASURY, OR FREDDIE

MAC, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR

AFFILIATES BE LIABLE TO SERVICER WITH RESPECT TO THE PROGRAM OR THE

AGREEMENT, OR FOR ANY ACT OR OMISSION OCCURRING IN CONNECTION WITH THE

FOREGOING, FOR ANY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO

DIRECT DAMAGES, INDIRECT DAMAGES, LOST PROFITS, LOSS OF BUSINESS, OR OTHER

INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY NATURE OR

UNDER ANY LEGAL THEORY WHATSOEVER, EVEN IF ADVISED OF THE POSSIBILITY OF

SUCH DAMAGES AND REGARDLESS OF WHETHER OR NOT THE DAMAGES WERE

REASONABLY FORESEEABLE; PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT

LlMITFANNIEMAE'S OBLIGATION TO REMIT PURCHASE PRICE PAYMENTS TO SERVICER

IN ITS CAPACITY AS FINANCIAL AGENT OF THE UNITED STATES IN ACCORDANCE WITH

THE AGREEMENT.

10. Indemnification. Servicer shall indemnify, hold harmless, and pay for the defense of Fannie Mae, the

Treasury and Freddie Mac, and their respective officers, directors, employees, agents and affiliates

against all claims, liabilities, costs, damages, judgments, suits, actions, losses and expenses, including

reasonable attorneys' fees and costs of suit, arising out of 01' resulting from: (a) Servicer's breach of

Section 5 (Representations, Warranties and Covenants) of this Financial Instrument; (b) Servicer's

negligence, willful misconduct or failure to perform its obligations under the Agreement; or (c) any

injuries to persons (including death) or damages to property caused by the negligent or willful acts or

omissions of Servicer or its contractors. Servicer shall not settle any suit or claim regarding any ofthe

foregoing without Fannie Mae's prior written consent if such settlement would be adverse to Fannie

Mae's interest, or the interests ofthe Treasury or Freddie Mac. Servicer agrees to payor reimburse all

costs that may be incurred by Fannie Mae and Freddie Mac in enforcing this indemnity, including

attorneys' fees.

IN WITNESS WHEREOF, Servicer hereby executes this Financial Instrument on the date set forth below.

....nre,rtcanHOine ortgage se~~_c _

V '=--'/?H-'O'Lf-I=-oS+--~ DatifJ- I

- 6 •
EXHIBIT B

FORM OF ANNUAL CERTIFICATION

)
)

ANNUAL CERTIFICATION

This Annual Certification is delivered as provided in Section I.B. ofthe Commitmentto Purchase Financial Instrument and Servicer Participation

Agreement (the "Commitment"), effective as of[INSERT], by and between Federal National Mortgage Association ("Fannie Mae"), a federally

chartered corporation, acting as financial agent ofthe United States, and the undersigned party ("Servicer"). All terms used, but not defined herein,

shall have the meanings ascribed to them in the Commitment.

Servicer hereby certifies, as of[INSERT DATE ON WHICH CERTIFICATION IS GIVENj, that:

I. Servicer is established under the laws ofthe United States or any state, territory, or possession ofthe United States or the

District ofColumbia, and has significant operations in the United States. Servicer had full corporate power and authority to enter

into, execute, and deliver the Agreement and to perform its obligations hereunder and has all licenses necessary to carry on its

business as now being conducted and as contemplated by the Agreement.

2. Servicer is in compliance with, and certifies that all Services have been performed in compliance with, all applicable

Federal, state and local1aws, regulations, regulatory guidance, statutes, ordinances, codes and requirements, including, but not

limited to, the Truth in Lending Act, 15 USC 1601 § et seq., the Home Ownership and Equity Protection Act, 15 USC § 1639, the

Federal Trade Commission Act, 15 USC § 41 et seq., the Equal Credit Opportunity Act, 15 USC § 701 et seq., the Fair Credit

Reporting Act, 15 USC § 1681 et seq., the Fair Housing Act and other Federal and state laws designed to prevent unfair,

discriminatory or predatory lending practices and all applicable laws governing tenant rights. Subject to the following sentence,

Servicer has obtained or made all governmental approvals or registrations required under law and has obtained all consents

necessary to authorizecthe perfonnance of its obligations under the Program and the Agreement. The performance of Services

under the Agreement has not conflicted with, or been prohibited in any way by, any other agreement or statutory restriction by

which Servicer is bound, exceptto the extent ofany contractual limitations under applicable servicing contractsto which Servicer

is subject. Servicer is not aware ofany other legal or financial impedimentsto performing its obligations under the Program or the

Agreement and has promptly notified Fannie Mae ofany financial and/or operational impediments which may impair its ability to

perform its obligations under the Program or the Agreement. Servicer is not delinquent on any Federal tax obligation or any other

debt owed to the United States or collected by the United States for the benefit of others, excluding any debts or obligations that

are being contested in good faith.

3. (i) Servicer has performed its obligations in accordance with the Agreement and has promptly provided such performance

reporting as Fannie Mae and Freddie Mac have reasonably required; (ii) all mortgage modifications and all trial period

modifications have been offered by Servicer to borrowers, fully docnmented and serviced by Servicer in accordance with the

Program Documentation; and (iii) all data, collection information and other information reported by Servicer to Fannie Mae and

Freddie Mac under the Agreement, including, but not limited to, information that was relied upon by Fannie Mae and Freddie Mac

in calculating the Purchase Price and in performing any compliance review, was true, complete and accurate in all material

respects, and consistent with all relevant servicing records, as and when provided.

4. Servicer has: (i) performed the Services required underthe Agreement in accordance with the practices, high professional

standards ofcare, and degree ofattention used in a well-managed operation, and no less than that which the Servicer exercises for

itself under similar circumstances; and (ii) used qualified individuals with suitable training, education, experience and skills to

perform the Services. Servicer acknowledges that Program participation required changes to, or the augmentation of, its systems,

staffing and procedures; Servicer took all actions necessary to ensure that it had the capacity to implement the Program in

accordance with the Agreement.

5. Servicer has complied with all regulations on conflicts ofinterest that are applicable to Servicer in connection with the

conduct of its business and all conflicts of interest and non-disclosure obligations and restrictions and related mitigation

procedures set forth in the Program Documentation (if any).

6. Servicer acknowledges that the provision offalse or misleading information to Fannie Mae or Freddie Mac in connection

with the Program or pursuant to the Agreement may constitute a violation of: (a) Federal criminal law involving fraud, conflict of

interest, bribery, or gratuity violations fuund in Title 18 ofthe United States Code; or (b) the civil False Claims Act (3 I U.S.C. §§

3729-3733). Servicer has disclosed to Fannie Mae and Freddie Mac any credible evidence, in connection with the Services, that a

management official, employee, or contractor ofServicer has committed, or may have committed, a violation ofthe referenced

statutes.

- 2 -
) )

7. Servicer has disclosed to Fannie Mae and Freddie Mac any other facts or information that the Treasuryl Fannie Mae or

Freddie Mac should reasonably expect to know about Servicer and its contractors to help protect the reputational interests ofthe

Treasury, Fannie Mae and Freddie Mac in managing and monitoring the Program.

8. Servicer acknowledges that Fannie Mae and Freddie Mac may be required to assist the Treasury with responses to the

Privacy Act ofl974 (the "Privacy Act"), 5 USC § 552a, inquiries from borrowers and Freedom ofInformation Act, 5 USC § 552,

inquiries from other parties, as well as formal inquiries from Congressional committees and members, the Government Accounting

Office, Inspectors General and other government entities, as well as media and consumer advocacy group inquiries about the

Program and its effectiveness. Servicer has responded promptly and accurately to all search requests made by Fannie Mae and

Freddie Mac, complied with any related procedures which Fannie Mae and Freddie Mac have established, and provided related

training to employees and contractors. In connection with Privacy Act inquiries, Servicer has provided updated and corrected

information as appropriate about borrowers' records to ensure that any system ofrecord maintained by Fannie Mae on behalfof

the Treasury is accurate and complete.

9. Servicer acknowledges that Fannie Mae is required to develop and implement customerservice call centers to respond to

borrowers' and other parties' inquiries regarding the Program, which may require additional support from Servicer. Servicer has

provided such additional customer service call support as Fannie Mae has reasonably requested to support the Program.

10. Servicer acknowledges that Fannie Mae and/or Freddie Mac are required to develop and implement practicesto monitor

and detect loan modification fraud and to monitor compliance with applicable consumer protection and fair lending laws. Servicer

has fully and promptly cooperated with Fannie Mae's inquiries about loan modification fraud and legal compliance and has

complied with any anti-fraud and legal compliance procedures which Fannie Mae and/or Freddie Mac have required. Servicer has

developed and implemented an internal control program to monitor and detect loan modification fraud and to monitor compliance

with applicable consumer protection and fair lending laws, among other things, as provided in Section 4 of the Financial

Instrument.

In the event that any ofthe certifications made herein are discovered not to be true and correct, Servicer agrees to notify Fannie Mae and Freddie

, Mac immediately.

American Home Mortgage Servicing, Inc

[Name ofAuthorized Official]

[Title of Authorized Official]

Date

- 3 -
)

EXHIBITC

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT
ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assignment and Assumption Agreement (the "Assignment and Assumption Agreement") is entered into as of[INSERT

DATE] hy and between [INSERT FULL LEGAL NAME OF ASSIGNOR] ("Assignor") and [INSERT FULL LEGAL NAME

OF ASSIGNEE] ("Assignee"). All terms used, but not defined, herein shall have the meanings ascribed to them in the

Underlying Agreement (defined below).

WHEREAS, Assignor and Federal National Mortgage Association, a federally chartered corporation, as financial agent ofthe

United States ("Fannie Mae"), are parties to a Commitment to Purchase Financial Instrument and Servicer Participation

Agreement, a complete copy ofwhich (including all exhibits, amendments and modifications thereto) is attached hereto and

incorporated herein by this reference (the "Underlying Agreement");

WHEREAS, Assignor has agreed to assign to Assignee: (i) all ofits rights and obligations under the Underlying Agreement

with respect to the mortgage loans identified on the schedule attached hereto as Schedule 1 ("Schedule 1") and/or (ii) certain

other rights and obligations under the Underlying Agreement that are identified on Schedule 1; and

WHEREAS, Assignee has agreed to assume the mortgage loans and other rights and obligations under the Underlying

Agreement identified on Schedule 1.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency ofwhich are hereby acknowledged, the

parties hereto agree as follows:

1. Assignment. Assignor hereby assigns to Assignee all ofAssignor's rights and obligations under the Underlying Agreement

with respect to the mortgage loans identified on Schedule 1 and such other rights and obligations under the Underlying

Agreement that are identified on Schedule 1.

2. Assumption. Assignee hereby accepts the foregoing assignment and assumes all ofthe rights and obligations ofAssignor

under the Underlying Agreement with respect to the mortgage loans identified on Schedule 1 and such other rights and

obligations under the Underlying Agreement that are identified on Schedule 1.

3. Effective Date. The date on which the assignment and assumption of rights and obligations under the Underlying

Agreement is effective is [INSERT EFFECTIVE DATE OF ASSIGNMENT/ASSUMPTION].

4. Successors. All future transfers and assignments ofthe mortgage loans, rights and obligations transferred and assigned

hereby are subject to the transfer and assignment provisions ofthe Underlying Agreement. This Assignment and Assumption

Agreement shall inure to the benefit of, and be binding upon, the permitted successors and assigns ofthe parties hereto.

5. Counterparts. This Assignment and Assumption Agreement may be executed in counterparts, each of which shall be an

original, but all of which together constitute one and the same instrument.

- 1 -
)

IN WITNESS WHEREOF, Assignor and Assignee, by their duly authorized officials, hereby execute and deliver this

Assignment and Assumption Agreement, together with Schedule 1, effective as ofthe date set forth in Section 3 above.

ASSIGNOR: [INSERT FULL LEGAL NAME OF

ASSIGNOR]

By: _

Name: _

Title: _

Date:. _

-2-

ASSIGNEE: [INSERT FULL LEGAL NAME OF

ASSIGNEE]

By: _

Name: Title: ---------------

Date: _
) )

SCHEDULE 1

To

ASSIGNMENT AND ASSUMPTION AGREEMENT

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)

EXHIBITD

FORM OF COVER SHEET

)
)

Cover Sheet for Transmission of

Commitment to Pnrchase Financial Instrument and Servicer Participation Agreement

To: American Home Mortgage Servicing, Inc ("Servicer")

From: Federal National Mortgage Association, a federally chartered corporation, as financial agent ofthe

United States ("Fannie Mae")

Copy To: The U.S. Department of the Treasury, Frederick Selby, Mark Seiler, Dawn A. Patterson, John

Anderson, Nancy Fleetwood, Laurie Maggiano, Ari Brandes, Andrew Ganahl, Gary Grippo, Charles

Andreatta, TARP Accounting.

Method of Transmission: Email withfileattachedtodavid.friedman@ahmsi3.com

NOTICE

This transmission constitutes notice to Servicer that the Commitment to Purchase Financial Instrument and

Servicer Participation Agreement, by and between Fannie Mae and Servicer (the "Commitment") and the

Financial Instrument attached thereto have been fully executed and are effective as of the date of this

transmission. The date of this transmission shall be the "Effective Date" of the Commitment and the

Financial Instrument.

Copies ofthe fully executed Commitment and Financial Instrument are attached to this transmission for your

records.

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