Exhibit 10.1 


 


ASSET REPRESENTATIONS REVIEW AGREEMENT


 


among


 


GNMAG ASSET BACKED SECURITIZATIONS TRUST,
SERIES ____,


 


Issuer


 


GNMAG ASSET BACKED SECURITIZATIONS, LLC,


 


Depositor,


 


_____________________,


 


Trustee


 


and


 


_____________________,


 


Asset Representations Reviewer


 


Dated as of __________, 20__


 




     


     


    

 


Table
of Contents


 


	 	 	Page
	 	 	 
	ARTICLE I DEFINITIONS	1
	 	 	 
	Section 1.1.	Definitions	1
	 	 	 
	Section 1.2.	Additional Definitions	1
	 	 	 
	ARTICLE II ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER	2
	 	 	 
	Section 2.1.	Engagement; Acceptance	2
	 	 	 
	Section 2.2.	Confirmation of Status	2
	 	 	 
	ARTICLE III ASSET REPRESENTATIONS REVIEW PROCESS	3
	 	 	 
	Section 3.1.	Asset Review Notices	3
	 	 	 
	Section 3.2.	Identification of Asset Review Securities	3
	 	 	 
	Section 3.3.	Asset Review Materials	3
	 	 	 
	Section 3.4.	Performance of Asset Reviews	3
	 	 	 
	Section 3.5.	Asset Review Reports	4
	 	 	 
	Section 3.6.	Asset Review Representatives	4
	 	 	 
	Section 3.7.	Dispute Resolution	4
	 	 	 
	Section 3.8.	Limitations on Asset Review Obligations	5
	 	 	 
	ARTICLE IV ASSET REPRESENTATIONS REVIEWER	6
	 	 	 
	Section 4.1.	Representations and Warranties	6
	 	 	 
	Section 4.2.	Covenants	7
	 	 	 
	Section 4.3.	Fees and Expenses	7
	 	 	 
	Section 4.4.	Limitation on Liability	8
	 	 	 
	Section 4.5.	Indemnification	9
	 	 	 
	Section 4.6.	Right to Audit	9
	 	 	 
	Section 4.7.	Delegation of Obligations	9
	 	 	 
	Section 4.8.	Confidential Information	10
	 	 	 
	Section 4.9.	Security and Safeguarding Information	12
	 	 	 
	ARTICLE V RESIGNATION AND REMOVAL	12
	 	 	 
	Section 5.1.	Resignation and Removal of Asset Representations Reviewer	12
	 	 	 
	Section 5.2.	Engagement of Successor	13
	 	 	 
	Section 5.3.	Merger, Consolidation or Succession	13


 




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Table
of Contents


(continued)


 


	 	 	Page
	 	 	 
	 	 	 
	ARTICLE VI OTHER AGREEMENTS	14
	 	 	 
	Section 6.1.	Independence of Asset Representations Reviewer	14
	 	 	 
	Section 6.2.	No Petition	14
	 	 	 
	Section 6.3.	Limitation of Liability of Trustee	14
	 	 	 
	Section 6.4.	Termination of Agreement	14
	 	 	 
	ARTICLE VII MISCELLANEOUS PROVISIONS	15
	 	 	 
	Section 7.1.	Amendments	15
	 	 	 
	Section 7.2.	Assignment; Benefit of Agreement; Third Party Beneficiaries	15
	 	 	 
	Section 7.3.	Notices	15
	 	 	 
	Section 7.4.	GOVERNING LAW	16
	 	 	 
	Section 7.5.	Submission to Jurisdiction	16
	 	 	 
	Section 7.6.	No Waiver; Remedies	16
	 	 	 
	Section 7.7.	Severability	16
	 	 	 
	Section 7.8.	Headings	17
	 	 	 
	Section 7.9.	Counterparts	17


 


SCHEDULES


 


Schedule A       Representations and Warranties and Procedures to
be Performed


 




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ASSET REPRESENTATIONS
REVIEW AGREEMENT dated as of _________, 20__ (this “Agreement”), among GNMAG ASSET BACKED SECURITIZATIONS TRUST,
SERIES ________, a New York common law trust (the “Issuer”), GNMAG ASSET BACKED SECURITIZATIONS, LLC, a Delaware
limited liability company (the “Depositor”), [TRUSTEE], [entity type], in its capacity as Trustee (in such capacity,
the “Trustee”) and [ASSET REPRESENTATIONS REVIEWER], [entity type], as Asset Representations Reviewer (the “Asset
Representations Reviewer”).


 


WHEREAS, the Depositor
has been formed to acquire, from time to time, mortgage pass-through certificates guaranteed by the Government National Mortgage
Association (“Ginnie Mae” and such certificates, the “Agency Securities”).


 


WHEREAS, in connection
with a securitization transaction sponsored by GMTH Holdings, LLC, a Delaware limited liability company and owner of 100% of the
membership interests of the Depositor, the Depositor sold one or more Agency Securities to the Issuer.


 


WHEREAS, the Issuer
has granted a security interest in the Agency Securities to the Trustee, for the benefit of the Certificateholders, pursuant to
the Trust Agreement.


 


WHEREAS, the Issuer
has determined to engage the Asset Representations Reviewer to perform reviews of certain Agency Securities for compliance with
the representations and warranties made by the Depositor with respect to the Agency Securities in the pool.


 


NOW, THEREFORE, in consideration
of the premises and the mutual covenants herein contained, the parties agree as follows.


 


ARTICLE
I

DEFINITIONS


 


Section 1.1. Definitions.
Capitalized terms that are used but are not otherwise defined in this Agreement have the meanings assigned to them in the Trust
Agreement, dated as of __________, 20__, by and between the Depositor, and the Trustee.


 


Section 1.2. Additional
Definitions. The following terms have the meanings given below:


 


“Asset Review”
means the performance by the Asset Representations Reviewer of the testing procedures for each Test and each Asset Review Security
in accordance with Section 3.4.


 


“Asset Review
Demand Date” means, for an Asset Review, the date when the Trustee determines that each of (a) the Delinquency Trigger
has occurred and (b) the required percentage of Certificateholders has voted to direct an Asset Review under Section [___]
of the Trust Agreement.


 


“Asset Review
Fee” has the meaning assigned to such term in Section 4.3(b).


 




     


     


    

 


“Asset Review
Materials” means, with respect to an Asset Review and an Asset Review Security, the documents and other materials for
each Test listed under “Documents” in Schedule A.


 


“Asset Review
Notice” means the notice from the Trustee to the Asset Representations Reviewer, the Depositor and the Securities Agent
directing the Asset Representations Reviewer to perform an Asset Review.


 


“Asset Review
Report” means, with respect to any Asset Review, the report of the Asset Representations Reviewer prepared in accordance
with Section 3.5.


 


“Asset
Review Security” means, with respect to any Asset Review, each Agency Security that is thirty (30) or more days delinquent as of the end of any Due Period.


 


“Basic Documents”
means the Trust Agreement and Agency Securities Sale Agreement.


 


“Confidential
Information” has the meaning assigned to such term in Section 4.8(a).


 


“Eligible Asset
Representations Reviewer” means a Person that (a) is not an Affiliate of the Sponsor, the Depositor, the Trustee,
the Securities Agent, or any of their Affiliates, (b) was not, and is not an Affiliate of a Person that was, engaged by the
Sponsor or any Underwriter to perform any due diligence on the Agency Securities prior to the Closing Date and (c) is not responsible
for reviewing the Agency Securities for compliance with the representations under the Basic Documents, except in connection with
a review hereunder, or for determining whether noncompliance with any representation is a breach of the Basic Documents.


 


“Test”
has the meaning assigned to such term in Section 3.4(a).


 


“Test Fail”
has the meaning assigned to such term in Section 3.4(a).


 


“Test Pass”
has the meaning assigned to such term in Section 3.4(a).


 


ARTICLE
II

ENGAGEMENT OF ASSET REPRESENTATIONS REVIEWER


 


Section 2.1. Engagement;
Acceptance. The Issuer hereby engages _________________ to act as the Asset Representations Reviewer for the Issuer. _____________________
accepts the engagement and agrees to perform the obligations of the Asset Representations Reviewer on the terms stated in this
Agreement.


 


Section 2.2. Confirmation
of Status. The parties confirm that the Asset Representations Reviewer is not responsible for (a) reviewing the Asset
Review Securities for compliance with the representations and warranties under the Basic Documents, except as described in this
Agreement, or (b) determining whether noncompliance with the representations or warranties constitutes a breach of the Basic
Documents.


 




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ARTICLE
III

ASSET REPRESENTATIONS REVIEW PROCESS


 


Section 3.1. Asset
Review Notices. Upon receipt of an Asset Review Notice from the Trustee in the manner set forth in Section [___] of
the Trust Agreement, the Asset Representations Reviewer will start an Asset Review. The Asset Representation Reviewer will have
no obligation to start an Asset Review unless and until an Asset Review Notice is received.


 


Section 3.2. Identification
of Asset Review Securities. Within [ten (10)] Business Days of receipt of an Asset Review Notice, the Trustee will deliver
to the Asset Representations Reviewer and the Trustee a list of the related Asset Review Securities.


 


Section 3.3. Asset
Review Materials.


 


(a) Access to Asset
Review Materials. The Trustee will give the Asset Representations Reviewer access to the Asset Review Materials for all of
the Asset Review Securities within sixty (60) days of receipt of the Asset Review Notice in one or more of the following ways:
(i) by providing remote access to the Trustee’s [processing systems]; (ii) by electronic posting to a password-protected
website to which the Asset Representations Reviewer has access; (iii) by providing originals or photocopies at one of the
properties of the Trustee where the Asset Receivable Files are located; or (iv) in another manner agreed by the Trustee and
the Asset Representations Reviewer.


 


(b) Missing or Insufficient
Asset Review Materials. If any of the Asset Review Materials are missing or insufficient for the Asset Representations Reviewer
to perform any Test, the Asset Representations Reviewer will notify the Trustee promptly, and in any event no less than [twenty
(20)] days before completing the Asset Review, and the Trustee will have [fifteen (15)] days to give the Asset Representations
Reviewer access to such missing Asset Review Materials or other documents or information to correct the insufficiency. If the missing
or insufficient Asset Review Materials have not been provided by the Trustee within [fifteen (15)] days, the parties agree that
the Asset Review Security will have a Test Fail for the related Test(s) and the Test(s) will be considered completed and the Asset
Review Report will indicate the reason for the Test Fail.


 


Section 3.4. Performance
of Asset Reviews.


 


(a) Test Procedures.
For an Asset Review, the Asset Representations Reviewer will perform for each Asset Review Security the procedures listed under
“Procedures to be Performed” in Schedule A for each representation and warranty (each, a “Test”),
using the Asset Review Materials listed for each such Test in Schedule A. For each Test and Asset Review Security, the Asset Representations
Reviewer will determine if the Test has been satisfied (a “Test Pass”) or if the Test has not been satisfied
(a “Test Fail”).


 


(b) Asset Review
Period. The Asset Representations Reviewer will complete the Asset Review of all of the Asset Review Securities within sixty
(60) days of receiving access to the Asset Review Materials under Section 3.3(a). However, if additional Asset Review Materials
are provided to the Asset Representations Reviewer in accordance with Section 3.3(b), the Asset Review period will be extended
for an additional thirty (30) days.


 


(c) [Reserved.]


 




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(d) Previously Reviewed
Agency Security. If any Asset Review Security was included in a prior Asset Review, the Asset Representations Reviewer will
not perform any Tests on it, but will include the results of the previous Tests in the Asset Review Report for the current Asset
Review.


 


(e) Termination of
Asset Review. If an Asset Review is in process and the Certificates will be paid in full on the next Settlement Date, the Trustee
will notify the Asset Representations Reviewer no less than ten (10) days before that Settlement Date. On receipt of the notice,
the Asset Representations Reviewer will terminate the Asset Review immediately and will have no obligation to deliver an Asset
Review Report.


 


Section 3.5. Asset
Review Reports. Within [five (5)] days of the end of the Asset Review period under Section 3.4(b), the Asset Representations
Reviewer will deliver to the Issuer, the Depositor, the Trustee an Asset Review Report indicating for each Asset Review Security
whether there was a Test Pass or a Test Fail for each Test. The Asset Review Report will contain a summary of the Asset Review
results to be included in the Issuer’s Form 10-D report for the Due Period in which the Asset Review Report is received.
[The Asset Representations Reviewer will ensure that the Asset Review Report does not contain any Non-Public Personal Information.]


 


Section 3.6. Asset
Review Representatives.


 


(a) Trustee Representative.
The Trustee will designate one or more representatives who will be available to assist the Asset Representations Reviewer in performing
the Asset Review, including responding to requests and answering questions from the Asset Representations Reviewer about access
to Asset Review Materials on the Trustee’s [processing systems], obtaining missing or insufficient Asset Review Materials
and/or providing clarification of any Asset Review Materials or Tests.


 


(b) Asset Representations
Reviewer Representative. The Asset Representations Reviewer will designate one or more representatives who will be available
to the Issuer and the Trustee during the performance of an Asset Review.


 


(c) Questions About
Asset Review. The Asset Representations Reviewer will make appropriate personnel available to respond in writing to written
questions or requests for clarification of any Asset Review Report from the Trustee or the Depositor until the earlier of (i) the
payment in full of the Certificates and (ii) one year after the delivery of the Asset Review Report. The Asset Representations
Reviewer will have no obligation to respond to questions or requests for clarification from Certificateholders or any other Person
and will direct such Persons to submit written questions or requests to the Trustee.


 


Section 3.7. Dispute
Resolution. If an Asset Review Security that was reviewed by the Asset Representations Reviewer is the subject of a dispute
resolution proceeding under Section [___] of the Trust Agreement, the Asset Representations Reviewer will participate in the
dispute resolution proceeding on request of a party to the proceeding. The reasonable out-of-pocket expenses of the Asset Representations
Reviewer for its participation in any dispute resolution proceeding will be considered expenses of the requesting party for the
dispute resolution and will be paid by a party to the dispute resolution as determined by the mediator or arbitrator for the dispute
resolution according to Section [___] of the Trust Agreement; provided, however, if such amounts are paid by the Trustee and
are not reimbursed by the directing Certificateholders or the Trustee, as applicable, shall be reimbursed by the Issuer pursuant
to Section [___] of the Trust Agreement without counting toward the calculation of any cap on fees, expenses or indemnities thereunder.
If not paid by a party to the dispute resolution, the expenses will be reimbursed by the Issuer according to Section 4.3(d).


 




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Section 3.8. Limitations
on Asset Review Obligations.


 


(a) Asset Review
Process Limitations. The Asset Representations Reviewer will have no obligation:


 


(i) to determine
whether a Delinquency Trigger has occurred or whether the required percentage of Certificateholders has voted to direct an Asset
Review under the Trust Agreement, and is entitled to rely on the information in any Asset Review Notice delivered by the Trustee;


 


(ii) to determine
which Agency Securities are subject to an Asset Review, and is entitled to rely on the lists of Asset Review Securities provided
by the Trustee;


 


(iii) to obtain
or confirm the validity of the Asset Review Materials and no liability for any errors contained in the Asset Review Materials and
will be entitled to rely on the accuracy and completeness of the Asset Review Materials;


 


(iv) to obtain
missing or insufficient Asset Review Materials from any party or any other source;


 


(v) to take
any action or cause any other party to take any action under any of the Basic Documents or otherwise to enforce any remedies against
any Person for breaches of representations or warranties about the Asset Review Securities;


 


(vi) to determine
the reason for the delinquency of any Asset Review Security, the overall quality of any Asset Review Security or the compliance
by the Trustee with its covenants with respect to the servicing of such Asset Review Security; or


 


(vii) to establish
cause, materiality or recourse for any failed Test as described in Section 3.4.


 


(b) Testing Procedure
Limitations. The Asset Representations Reviewer will only be required to perform the testing procedures listed under “Procedures
to be Performed” in Schedule A, and will have no obligation to perform additional procedures on any Asset Review Security
or to provide any information other than an Asset Review Report indicating for each Asset Review Security whether there was a Test
Pass or a Test Fail for each Test. However, the Asset Representations Reviewer may provide additional information about any Asset
Review Security that it determines in good faith to be material to the Asset Review.


 




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ARTICLE
IV

ASSET REPRESENTATIONS REVIEWER


 


Section 4.1. Representations
and Warranties.


 


(a) Representations
and Warranties. The Asset Representations Reviewer represents and warrants to the Issuer as of the date of this Agreement:


 


(i) Organization
and Qualification. The Asset Representations Reviewer is duly organized and validly existing as a_______________ in good standing
under the laws of_______________ . The Asset Representations Reviewer is qualified as a_______________ in good standing and
has obtained all necessary licenses and approvals in all jurisdictions in which the ownership or lease of its properties or the
conduct of its activities requires the qualification, license or approval, unless the failure to obtain the qualifications, licenses
or approvals would not reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability
to perform its obligations under this Agreement.


 


(ii) Power,
Authority and Enforceability. The Asset Representations Reviewer has the power and authority to execute, deliver and perform
its obligations under this Agreement. The Asset Representations Reviewer has authorized the execution, delivery and performance
of this Agreement. This Agreement is the legal, valid and binding obligation of the Asset Representations Reviewer enforceable
against the Asset Representations Reviewer, except as may be limited by insolvency, bankruptcy, reorganization or other laws relating
to the enforcement of creditors’ rights or by general equitable principles.


 


(iii) No
Conflicts and No Violation. The completion of the transactions contemplated by this Agreement and the performance of the Asset
Representations Reviewer’s obligations under this Agreement will not (A) conflict with, or be a breach or default under,
any indenture, agreement, guarantee or similar agreement or instrument under which the Asset Representations Reviewer is a party,
(B) result in the creation or imposition of any Lien on any of the assets of the Asset Representations Reviewer under the
terms of any indenture, agreement, guarantee or similar agreement or instrument, (C) violate the organizational documents
of the Asset Representations Reviewer or (D) violate any law or, to the Asset Representations Reviewer’s knowledge,
any order, rule or regulation that applies to the Asset Representations Reviewer of any court or of any federal or state regulatory
body, administrative agency or other governmental instrumentality having jurisdiction over the Asset Representations Reviewer,
in each case, which conflict, breach, default, Lien or violation would reasonably be expected to have a material adverse effect
on the Asset Representations Reviewer’s ability to perform its obligations under this Agreement.


 


(iv) No
Proceedings. To the Asset Representations Reviewer’s knowledge, there are no proceedings or investigations pending or
threatened in writing before any court, regulatory body, administrative agency, or other governmental instrumentality having jurisdiction
over the Asset Representations Reviewer or its properties: (A) asserting the invalidity of this Agreement, (B) seeking
to prevent the completion of any of the transactions contemplated by this Agreement or (C) seeking any determination or ruling
that would reasonably be expected to have a material adverse effect on the Asset Representations Reviewer’s ability to perform
its obligations under, or the validity or enforceability of, this Agreement.


 




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(v) Eligibility.
The Asset Representations Reviewer is an Eligible Asset Representations Reviewer.


 


(b) Notice of Breach.
On discovery by the Asset Representations Reviewer, the Issuer, the Depositor or the Trustee of a material breach of any of the
representations and warranties in Section 4.1(a), the party discovering such breach will give prompt notice to the other parties.


 


Section 4.2. Covenants.
The Asset Representations Reviewer covenants and agrees that:


 


(a) Eligibility.
It will notify the Issuer, the Depositor and the Trustee promptly if it is not, or on the occurrence of any action that would result
in it not being, an Eligible Asset Representations Reviewer.


 


(b) Review Systems.
It will maintain business process management and/or other systems necessary to ensure that it can perform each Test and, on execution
of this Agreement, will load each Test into these systems. The Asset Representations Reviewer will ensure that these systems allow
for each Asset Review Security and the related Asset Review Materials to be individually tracked and stored as contemplated by
this Agreement.


 


(c) Personnel.
It will maintain adequate staff that is properly trained to conduct Asset Reviews as required by this Agreement. The Asset Representations
Reviewer, at its discretion, may utilize the services of third parties, affiliates, and agents (“Agents”) to provide
any Asset Review under this Agreement; provided, however, that the Asset Representations Reviewer has entered into confidentiality
agreements with such Agents (or such Agents are otherwise bound by confidentiality obligations) the provisions of which are no
less protective than those set forth in this Agreement. Any such Agent must be approved by the Trustee prior to engaging in any
Asset Review under this Agreement. The Asset Representations Reviewer shall be responsible to the Trustee for the Asset Reviews
provided by its Agents to the same extent as if provided by the Asset Representations Reviewer under this Agreement. The Trustee
agrees to look solely to the Asset Representations Reviewer and not to any Agent for satisfaction of any claims the Trustee may
have arising out of this Agreement or due to the performance or non-performance of services.


 


(d) Changes to Personnel.
It will promptly notify the Depositor and the Trustee in the event that it undergoes significant management or staffing changes
which would negatively impact its ability to fulfill its obligations under this Agreement.


 


(e) Maintenance of
Asset Review Materials. It will maintain copies of any Asset Review Materials, Asset Review Reports and other documents relating
to an Asset Review, including internal correspondence and work papers, for a period of two years after the termination of this
Agreement.


 


Section 4.3. Fees
and Expenses.


 


(a) Annual Fee.
The Issuer will pay the Asset Representations Reviewer, as compensation for agreeing to act as the Asset Representations Reviewer
under this Agreement, an annual fee in the amount of $_________. The annual fee will be paid on the Closing Date and on each anniversary
of the Closing Date until this Agreement is terminated, payable pursuant to the priority of payments in Section [___] of the
Trust Agreement.


 




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(b) Asset Review
Fee. Following the completion of an Asset Review and the delivery to the Trustee of the Asset Review Report, or the termination
of an Asset Review according to Section 3.4(e), and the delivery to the Trustee of a detailed invoice, the Asset Representations
Reviewer will be entitled to a fee of $_________ for each Asset Review Security for which the Asset Review was started (the “Asset
Review Fee”). However, no Asset Review Fee will be charged for any Asset Review Security which was included in a prior
Asset Review or for which no Tests were completed prior to the Asset Representations Reviewer being notified of a termination of
the Asset Review according to Section 3.4(e). If the detailed invoice is submitted on or before the first day of a month,
the Asset Review Fee will be paid by the Issuer pursuant to the priority of payments in Section [___] of the Trust Agreement
starting on or before the Settlement Date in that month. However, if an Asset Review is terminated according to Section 3.4(e),
the Asset Representations Reviewer must submit its invoice for the Asset Review Fee for the terminated Asset Review no later than
five (5) Business Days before the final Settlement Date in order to be reimbursed no later than the final Settlement Date.
To the extent that such amounts were not previously paid by the Issuer or any other party, upon receipt of a detailed invoice,
the Asset Representations Reviewer shall be entitled to payment by the Issuer of incurred but otherwise unpaid Asset Review Fees.


 


(c) Reimbursement
of Travel Expenses. If the Trustee provides access to the Asset Review Materials at one of its properties, the Issuer will
reimburse the Asset Representations Reviewer for its reasonable travel expenses incurred in connection with the Asset Review upon
receipt of a detailed invoice, payable pursuant to the priority of payments in Section [___] of the Trust Agreement. To the
extent that such amounts were not previously paid by the Issuer or any other party, upon receipt of a detailed invoice, the Asset
Representations Reviewer shall be entitled to payment by the Issuer of incurred but otherwise unpaid travel expenses.


 


(d) Dispute Resolution
Expenses. If the Asset Representations Reviewer participates in a dispute resolution proceeding under Section 3.7 and
its reasonable out-of-pocket expenses it incurs in participating in the proceeding are not paid by a party to the dispute resolution
within [ninety (90)] days of the end of the proceeding, the Issuer will reimburse the Asset Representations Reviewer for such expenses
upon receipt of a detailed invoice, payable pursuant to the priority of payments in Section [___] of the Trust Agreement.
To the extent that such amounts were not previously paid by the Issuer or any other party, upon receipt of a detailed invoice,
the Asset Representations Reviewer shall be entitled to payment by the Issuer of incurred but otherwise unpaid expenses.


 


Section 4.4. Limitation
on Liability. The Asset Representations Reviewer will not be liable to any person for any action taken, or not taken, in
good faith under this Agreement or for errors in judgment. However, the Asset Representations Reviewer will be liable for its willful
misconduct, bad faith or negligence in performing its obligations under this Agreement. In no event shall either party be liable
to the other party for any incidental, special, indirect, punitive, exemplary or consequential damages.


 




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Section 4.5. Indemnification


 


(a) Indemnification
by Asset Representations Reviewer. The Asset Representations Reviewer will indemnify each of the Issuer, the Depositor and
the Trustee (both in its individual capacity and in its capacity as Trustee on behalf of the Certificateholders) and their respective
directors, officers, employees and agents for all costs, expenses, losses, damages and liabilities resulting from (a) the
willful misconduct, fraud, bad faith or negligence of the Asset Representations Reviewer in performing its obligations under this
Agreement (b) the Asset Representations Reviewer’s breach of any of its representations or warranties or other obligations
under this Agreement (c) its breach of confidentiality obligations or (d) any third party intellectual property claim.
The Asset Representations Reviewer’s obligations under this Section 4.5 will survive the termination of this Agreement,
the termination of the Issuer and the resignation or removal of the Asset Representations Reviewer.


 


(b) Indemnification
of Asset Representations Reviewer. The Issuer will indemnify the Asset Representations Reviewer and its officers, directors,
employees and agents, for all costs, expenses, losses, damages and liabilities resulting from the performance of its obligations
under this Agreement (including the costs and expenses of defending itself against any loss, damage or liability), but excluding
any cost, expense, loss, damage or liability resulting from (i) the Asset Representations Reviewer’s willful misconduct,
bad faith or negligence or (ii) the Asset Representations Reviewer’s breach of any of its representations or warranties
in this Agreement. The Issuer acknowledges and agrees that its obligation to indemnify the Asset Representations Reviewer in accordance
with this Agreement shall survive termination of this Agreement. To the extent that such indemnities owed to the Asset Representations
Reviewer were not previously paid by the Issuer or any other party, upon receipt of a detailed invoice, the Asset Representations
Reviewer shall be entitled to payment by the Issuer of such incurred but otherwise unpaid indemnities.


 


Section 4.6. Right
to Audit. During the term of this Agreement and not more than once per year (unless circumstances warrant additional audits
as described below), the Trustee may audit the Asset Representations Reviewer’s policies, procedures and records that relate
to the performance of the Asset Representation Reviewer under this Agreement to ensure compliance with this Agreement upon at least
10 business days’ notice. Notwithstanding the foregoing, the parties agree that the Trustee may conduct an audit at any time,
in the event of (i) audits required by the Trustee’s governmental or regulatory authorities, (ii) investigations
of claims of misappropriation, fraud, or business irregularities of a potentially criminal nature, or (iii) the Trustee reasonably
believes that an audit is necessary to address a material operational problem or issue that poses a threat to the Trustee’s
business.


 


Section 4.7. Delegation
of Obligations. Subject to the terms of Section 4.2(c) of this Agreement, the Asset Representations Reviewer may not
delegate or subcontract its obligations under this Agreement to any Person without the consent of the Issuer and the Trustee.


 




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Section 4.8. Confidential
Information.


 


(a) Definitions.
In performing its obligations pursuant to this Agreement, the parties may have access to and receive disclosure of certain Confidential
Information about or belonging to the other, including but not limited to marketing philosophy, strategies (including tax mitigation
strategies), techniques, and objectives; advertising and promotional copy; competitive advantages and disadvantages; financial
results; technological developments; loan evaluation programs; customer lists; account information, profiles, demographics and
Non-Public Personal Information (defined below); credit scoring criteria, formulas and programs; research and development efforts;
any investor, financial, commercial, technical or scientific information (including, but not limited to, patents, copyrights, trademarks,
service marks, trade names and dress, and applications relating to same, trade secrets, software, code, inventions, know-how and
similar information) and any and all other business information (hereinafter “Confidential Information”).


 


(b) Use of Confidential
Information. The parties agree that during the term of this Agreement and thereafter, Confidential Information is to be used
solely in connection with satisfying their obligations pursuant to this Agreement, and that a party shall neither disclose Confidential
Information to any third party, nor use Confidential Information for its own benefit, except as may be necessary to perform its
obligations pursuant to this Agreement or as expressly authorized in writing by the other party, as the case may be.


 


Neither party shall
disclose any Confidential Information to any other persons or entities, except on a “need to know” basis and then only:
(i) to their own employees and Agents (as defined below); (ii) to their own accountants and legal representatives, provided
that any such representatives shall be subject to subsection (d) below; (iii) to their own affiliates, provided that such
affiliates shall be restricted in use and redisclosure of the Confidential Information to the same extent as the parties hereto. “Agents”,
for purposes of this Section, mean each of the parties’ advisors, directors, officers, employees, contractors, consultants
affiliated entities (i.e., an entity controlling, controlled by, or under common control with a party), or other agents. If and
to the extent any Agent of the recipient receive Confidential Information, such recipient party shall be responsible for such Agent’s
full compliance with the terms and conditions of this Agreement and shall be liable for any such Agent’s non-compliance.


 


(c) Compelled Disclosure.
If a subpoena or other legal process seeking Confidential Information is served upon either party, such party will, to the extent
not prohibited by law, rule or order, notify the other immediately and, to the maximum extent practicable prior to disclosure of
any Confidential Information, will, at the other’s request and reasonable expense, cooperate in any lawful effort to contest
the legal validity of such subpoena or other legal process. The restrictions set forth herein shall apply during the term
and after the termination of this Agreement. All Confidential Information furnished to the Asset Representations Reviewer,
the Depositor or Trustee, as the case may be, or to which the Asset Representations Reviewer, the Depositor or Trustee gains access
in connection with this Agreement, is the respective exclusive property of the disclosing party.


 


(d) Use by Agents,
Employees, Subcontractors. The parties shall take reasonable measures to prevent its Agents, employees and subcontractors from
using or disclosing any Confidential Information, except as may be necessary for each party to perform its obligations pursuant
to this Agreement. Such measures shall include, but not be limited to, (i) education of such Agents, employees and subcontractors
as to the confidential nature of the Confidential Information; and (ii) securing a written acknowledgment and agreement from
such Agents, employees and subcontractors that the Confidential Information shall be handled only in accordance with provisions
no less restrictive than those contained in this Agreement. This provision shall survive termination of this Agreement.


 




    	 	10	 



     


    

 


(e) Remedies.
The parties agree and acknowledge that in order to prevent the unauthorized use or disclosure of Confidential Information, it may
be necessary for a party to seek injunctive or other equitable relief, and that money damages may not constitute adequate relief,
standing alone, in the event of actual or threatened disclosure of Confidential Information. In addition, the harmed party
shall be entitled to all other remedies available at law or equity including injunctive relief.


 


(f) Exceptions.
Confidential Information shall not include, and this Agreement imposes no obligations with respect to, information that:


 


(i) is or becomes
part of the public domain other than by disclosure by a Party or its Agents in violation of this Agreement;


 


(ii) was disclosed
to a Party prior to the Effective Date without a duty of confidentiality;


 


(iii) is independently
developed by a Party outside of this Agreement and without reference to or reliance on any Confidential Information of the other
Party; or


 


(iv) was obtained
from a third party not known after reasonable inquiry to be under a duty of confidentiality.


 


The foregoing exceptions
shall not apply to any Non-Public Personal Information or Personally Identifiable Financial Information, which shall remain confidential
in all circumstances, except as required or permitted to be disclosed by applicable law, statute, or regulation.


 


(g) Return of Confidential
Information. Subject to Section 4.2(e) of this Agreement, upon the request of a party, the other party shall return all
Confidential Information to the other; provided, however, (a) each party shall be permitted to retain copies of the other
party’s Confidential Information solely for archival, audit, disaster recovery, legal and/or regulatory purposes, and (b) neither
party will be required to search archived electronic back-up files of its computer systems for the other party’s Confidential
Information in order to purge the other party’s Confidential Information from its archived files; provided further, that
any Confidential Information so retained will (i) remain subject to the obligations and restrictions contained in this Agreement,
(ii) will be maintained in accordance with the retaining party’s document retention policies and procedures, and (iii) the
retaining party will not use the retained Confidential Information for any other purpose.


 




    	 	11	 



     


    

 


Section 4.9. Security
and Safeguarding Information


 


(a) With respect to
Confidential Information, each of the parties agrees that:


 


(i) It will
use commercially reasonable efforts to safeguard and protect the confidentiality of any Confidential Information and agrees, warrants,
and represents that it has or will implement and maintain appropriate safeguards designed to safeguard and protect the confidentiality
of any Confidential Information.


 


(ii) It will
not disclose or use Confidential Information provided except for the purposes as set in the Agreement, including as permitted under
the Act and its implementing regulations, or other applicable law.


 


(iii) By the
signing of this Agreement, each party certifies that it has a written, comprehensive information security program that is in compliance
with federal and state laws that are applicable to its respective organization and the types of Confidential Information it receives.


 


(b) Asset Representations
Reviewer will promptly notify the Depositor or the Trustee in the event it becomes aware of any unauthorized or suspected acquisition
of data or Confidential Information that compromises the security, confidentiality or integrity of the Depositor’s or the
Trustee’s Confidential Information, whether internal or external. The disclosure will include the date and time of the
breach along with specific information compromised along with the monitoring logs, to the extent then known. The Asset Representations
Reviewer will use commercially reasonable efforts to take remedial action to resolve such breach.


 


(c) The Asset Representations
Reviewer will cooperate with and provide information to the Depositor and the Trustee regarding the Asset Representations Reviewer’s
compliance with this Section 4.9.


 


ARTICLE
V

RESIGNATION AND REMOVAL


 


Section 5.1. Resignation
and Removal of Asset Representations Reviewer.


 


(a) Resignation of
Asset Representations Reviewer. The Asset Representations Reviewer may not resign as Asset Representations Reviewer, except:


 


(i) upon determination
that (A) the performance of its obligations under this Agreement is no longer permitted under applicable law and (B) there
is no reasonable action that it could take to make the performance of its obligations under this Agreement permitted under applicable
law;


 


(ii) the Asset
Representations Reviewer is no longer an Eligible Asset Representations Reviewer; or


 


(iii) with
the consent of the Issuer.


 


The Asset Representations
Reviewer will give the Issuer and the Trustee sixty (60) days’ prior notice of its resignation. Any determination permitting
the resignation of the Asset Representations Reviewer under subsection (i) above must be evidenced by an Opinion of Counsel
delivered to the Issuer, the Depositor and the Trustee. No resignation of the Asset Representations Reviewer will become effective
until a successor Asset Representations Reviewer is in place.


 




    	 	12	 



     


    

 


(b) Removal of Asset
Representations Reviewer. The Issuer may remove the Asset Representations Reviewer and terminate all of its rights and obligations
(other than as provided in Section 4.5) under this Agreement (i) if the Asset Representations Reviewer ceases to be an
Eligible Asset Representations Reviewer, (ii) on a breach of any of the representations, warranties, covenants or obligations
of the Asset Representations Reviewer contained in this Agreement and (iii) on the occurrence of an Insolvency Event with
respect to the Asset Representations Reviewer, by notifying the Asset Representations Reviewer and the Trustee of the removal.


 


(c) Effectiveness
of Resignation or Removal. No resignation or removal of the Asset Representations Reviewer will become effective until a successor
Asset Representations Reviewer is in place. The predecessor Asset Representations Reviewer will continue to perform its obligations
under this Agreement until a successor Asset Representations Reviewer is in place.


 


Section 5.2. Engagement
of Successor.


 


(a) Successor Asset
Representations Reviewer. Following the resignation or removal of the Asset Representations Reviewer under Section 5.1,
the Issuer will engage as the successor Asset Representations Reviewer a Person that is an Eligible Asset Representations Reviewer.
The successor Asset Representations Reviewer will accept its engagement or appointment by executing and delivering to the Issuer,
the Depositor and the Trustee an agreement to assume the Asset Representations Reviewer’s obligations under this Agreement
or entering into a new Asset Representations Review Agreement with the Issuer that is on substantially the same terms as this Agreement.


 


(b) Transition and
Expenses. The predecessor Asset Representations Reviewer will cooperate with the successor Asset Representations Reviewer engaged
by the Issuer in effecting the transition of the Asset Representations Reviewer’s obligations and rights under this Agreement.
The predecessor Asset Representations Reviewer will pay the reasonable expenses of the successor Asset Representations Reviewer
in transitioning the Asset Representations Reviewer’s obligations under this Agreement and preparing the successor Asset
Representations Reviewer to take on the obligations on receipt of an invoice with reasonable detail of the expenses from the successor
Asset Representations Reviewer.


 


Section 5.3. Merger,
Consolidation or Succession. Any Person (a) into which the Asset Representations Reviewer is merged or consolidated,
(b) resulting from any merger or consolidation to which the Asset Representations Reviewer is a party, (c) which acquires
substantially all of the assets of the Asset Representations Reviewer, or (d) succeeding to the business of the Asset Representations
Reviewer, which Person is an Eligible Asset Representations Reviewer, will be the successor to the Asset Representations Reviewer
under this Agreement. Such Person will execute and deliver to the Issuer, the Depositor and the Trustee an agreement to assume
the Asset Representations Reviewer’s obligations under this Agreement (unless the assumption happens by operation of law).
No such transaction will be deemed to release the Asset Representations Reviewer from its obligations under this Agreement.


 




    	 	13	 



     


    

 


ARTICLE
VI

OTHER AGREEMENTS


 


Section 6.1. Independence
of Asset Representations Reviewer. The Asset Representations Reviewer will be an independent contractor and will not be
subject to the supervision of the Issuer, the Depositor, or the Trustee for the manner in which it accomplishes the performance
of its obligations under this Agreement. Unless expressly authorized by the Issuer, the Depositor and, with respect to the Trustee,
the Trustee, the Asset Representations Reviewer will have no authority to act for or represent the Issuer, the Depositor or the
Trustee and will not be considered an agent of the Issuer, the Depositor or the Trustee. Nothing in this Agreement will make the
Asset Representations Reviewer and any of the Issuer, the Depositor or the Trustee members of any partnership, joint venture or
other separate entity or impose any liability as such on any of them.


 


Section 6.2. No Petition.
Each of the Trustee and the Asset Representations Reviewer, by entering into this Agreement, and the Trustee, by accepting the
benefits of this Agreement, agrees that, before the date that is one year and one day (or, if longer, any applicable preference
period) after payment in full of (a) all securities issued by the Depositor or by a trust for which the Depositor was a depositor
or (b) the Certificates, it will not start or pursue against, or join any other Person in starting or pursuing against, the
Depositor or the Issuer any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or other proceedings
under any bankruptcy or similar law. This Section 6.2 will survive the termination of this Agreement.


 


Section 6.3. Limitation
of Liability of Trustee. It is expressly understood and agreed by the parties hereto that (i) this Agreement is executed
and delivered by _______________  , not individually or personally but solely as trustee of the Issuer, in the exercise of
the powers and authority conferred and vested in it, (ii) each of the representations, undertakings and agreements herein
made on the part of the Issuer is made and intended not as personal representations, undertakings and agreements by_______________
but is made and intended for the purpose of binding only the Issuer, (iii) nothing herein contained shall be construed as
creating any liability on_______________, individually or personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties hereto and by any Person claiming by, through or under
the parties hereto, (iv) _______________ has made no investigation as to the accuracy or completeness of any representations or
warranties made by the Issuer in this Agreement and (v) under no circumstances shall_______________ be personally liable for
the payment of any indebtedness or expenses of the Issuer or be liable for the breach or failure of any obligation, representation,
warranty or covenant made or undertaken by the Issuer under this Agreement or any other related documents


 


Section 6.4. Termination
of Agreement. This Agreement will terminate, except for the obligations under Section 4.5, on the earlier of (a) the
payment in full of all outstanding Certificates and the satisfaction and discharge of the Trust Agreement and (b) the termination
of the Issuer.


 




    	 	14	 



     


    

 


ARTICLE
VII

MISCELLANEOUS PROVISIONS


 


Section 7.1. Amendments.


 


(a) The parties may
amend this Agreement:


 


(i) without
the consent of the Certificateholders, to clarify an ambiguity or to correct or supplement any term of this Agreement that may
be defective or inconsistent with the other terms of this Agreement or to provide for, or facilitate the acceptance of this Agreement
by, a successor Asset Representations Reviewer;


 


(ii) without
the consent of the Certificateholders, if the Trustee delivers an Officer’s Certificate to the Issuer and the Depositor stating
that the amendment will not have a material adverse effect on the Certificates; or


 


(iii) with
the consent of the Certificateholders of a majority of the outstanding principal balance of each Class of Certificates materially
and adversely affected by the amendment (with each affected Class voting separately.


 


(b) Notice of Amendments.
The Trustee will give prior notice of any amendment to the Rating Agencies. Promptly after the execution of an amendment, the Trustee
will deliver a copy of the amendment to the Rating Agencies.


 


Section 7.2. Assignment;
Benefit of Agreement; Third Party Beneficiaries.


 


(a) Assignment.
Except as stated in Section 5.3, this Agreement may not be assigned by the Asset Representations Reviewer without the consent
of the Issuer, the Depositor and the Trustee.


 


(b) Benefit of the
Agreement; Third-Party Beneficiaries. This Agreement is for the benefit of and will be binding on the parties to this Agreement
and their permitted successors and assigns. The Sponsor and the Trustee (both in its individual capacity and in its capacity as
Trustee for the benefit of the Certificateholders), will be third-party beneficiaries of this Agreement entitled to enforce this
Agreement against the Asset Representations Reviewer, the Depositor and the Trustee. No other Person will have any right or obligation
under this Agreement.


 


Section 7.3. Notices.


 


(a) Delivery of Notices.
All notices, requests, demands, consents, waivers or other communications to or from the parties to this Agreement must be in writing
and will be considered given:


 


(i) on delivery
or, for a letter mailed by registered first class mail, postage prepaid, three (3) days after deposit in the mail;


 




    	 	15	 



     


    

 


(ii) for a
fax, when receipt is confirmed by telephone, reply email or reply fax from the recipient;


 


(iii) for an
email, when receipt is confirmed by telephone or reply email from the recipient; and


 


(iv) for an
electronic posting to a password-protected website to which the recipient has access, on delivery (without the requirement of confirmation
of receipt) of an email to that recipient stating that the electronic posting has occurred.


 


(b) Notice Addresses.
Any notice, request, demand, consent, waiver or other communication will be delivered or addressed as stated in Section 17.03
of the Trust Agreement or at another address as a party may designate by notice to the other parties.


 


Section 7.4. GOVERNING
LAW. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND THIS AGREEMENT AND ALL MATTERS ARISING OUT OF OR RELATING
IN ANY WAY TO THIS AGREEMENT SHALL BE, GOVERNED BY, THE LAW OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF
LAW PROVISIONS (OTHER THAN SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW).


 


Section 7.5. Submission
to Jurisdiction. Each of the parties hereto hereby irrevocably and unconditionally:


 


(a) submits for itself
and, as applicable, its property, in any legal action relating to this Agreement, the Basic Documents or any other documents executed
and delivered in connection herewith, or for recognition and enforcement of any judgment in respect thereof, to the nonexclusive
general jurisdiction of the courts of the State of New York, the courts of the United States of America for the Southern District
of New York and appellate courts from any thereof;


 


(b) consents that any
such action may be brought in such courts and waives any objection that it may now or hereafter have to the venue of such action
in any such court or that such action was brought in an inconvenient court and agrees not to plead or claim the same; and


 


(c) waives, to the fullest
extent permitted by law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement,
the Basic Documents or the transactions contemplated hereby.


 


Section 7.6. No Waiver;
Remedies. No party’s failure or delay in exercising any power, right or remedy under this Agreement will operate
as a waiver. No single or partial exercise of any power, right or remedy will preclude any other or further exercise of the power,
right or remedy or the exercise of any other power, right or remedy. The powers, rights and remedies under this Agreement are in
addition to any powers, rights and remedies under law.


 


Section 7.7. Severability.
Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 




    	 	16	 



     


    

 


Section 7.8. Headings.
The headings of the various Articles and Sections herein are for convenience of reference only and shall not define or limit any
of the terms or provisions hereof.


 


Section 7.9. Counterparts.
This Agreement may be executed in multiple counterparts. Each counterpart shall be an original regardless of whether delivered
in physical or electronic form, and all counterparts will together be one document.




 


[Remainder of Page Intentionally Left Blank]


 




    	 	17	 



     


    

 


IN WITNESS WHEREOF,
the parties hereto have caused this Agreement to be duly executed and delivered by their respective duly authorized officers as
of the day and the year first above written.


 


	 	GNMAG ASSET BACKED SECURITIZATIONS TRUST, SERIES____,
	 	 
	 	By: [TRUSTEE], not in its individual capacity but solely as Trustee on behalf of the Trust.
	 	 	 
	 	By:	                                     
	 	Name:
	 	Title:
	 	 
	 	GNMAG ASSET BACKED SECURITIZATIONS, LLC.,
	 	as Depositor
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	______________________,
	 	as Trustee
	 	 	 
	 	By:	 
	 	Name:
	 	Title:
	 	 
	 	______________________,
	 	as Asset Representations Reviewer
	 	 	 
	 	By:	 
	 	Name:
	 	Title:


 


[Signature Page to Asset Representations
Review Agreement]


 




     


     


    

 


Schedule A


 


Representations and Warranties and Procedures
to be Performed


 


Representation


 


1. Conveyance of Agency
Securities. The Depositor is duly authorized to so deliver the Agency Securities transferred by it to the Issuer.


 


Documents


 


Procedures to be Performed


 


A.


 


B.


 


C.


 


D. If steps A through
C are confirmed, then Test Pass.


 


Representation


 


2. Agency Securities
are Free and Clean of Liens. At the time of delivery of the applicable Agency Securities, the Depositor’s interest in
such Agency Securities is free and clear of any lien, pledge, encumbrance, right, charge, claim or other security interest created
by the Depositor.


 


Documents


 


Procedures to be Performed


 


A. Review the Agency
Security;


 


		i.	Confirm the Agency Security had no lien or claim filed.
Also, confirm there is no tax lien for this Agency Security.



 


		ii.	Confirm that no other lien holder is listed and has not
been sold, assigned, or transferred to any other entity.



 


B.


 


C.


 




     


     


    

 


D.


 


E. If steps A through
C are confirmed, then Test Pass.


 


Representation


 


3. Agency Securities
are Free of Continuing Claims by Depositor. Depositor’s delivery of the Agency Securities is irrevocable and free of
any continuing claim by the Depositor except such as the Depositor may have as a Certificateholder.


 


Documents


 


Procedures to be Performed


 


A.


 


B. If step A is confirmed,
then Test Pass.


 


Representation


 


4. UCC Status of Conveyed
Assets. Each item of the Conveyed Assets is comprised of “investment property”, “instruments”, “tangible
chattel paper”, “accounts”, “security entitlements” or “general intangibles,” which shall
in each case have the meaning defined in the Uniform Commercial Code.


 


Documents


 


Procedures to be Performed


 


A.


 


B. If step A is confirmed,
then Test Pass.


 


Representation


 


5. Perfection of Transfer.
The Depositor has caused or will have caused, within ten days of the Closing Date, the filing of all appropriate financing statements
in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in
the Conveyed Assets Transferred to the Trustee under the Trust Agreement.


 




    	 	A-2	 



     


    

 


Documents


 


Procedures to be Performed


 


A.


 


B.


 


C. If steps A through
B are confirmed, then Test Pass.


 




    	 	A-3