EXHIBIT 17
AMENOEO ANI,) R,ESTATEO 

COMMITMENT TO PURCHASE FINANCIAL INSTRUMENT 

and 

SERVICER PARTICIPATION AGREEMENT 

This Amended and Restated Commitment to Purchase Financial Instrument and Servicer Participation Agreement (the 

"Commitment") is entered into as of the Effective ])ate, by and between Federal National Mortgage Association, a federally 

chartered corporation, as financial agent of the 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 of the Treasury (the "Treasury") has established a Home Affordable Modification Program 

(the "HAMP") pursuant to section 101 and 109 of the Emergency Economic Stabilization Act of2008 (the "69,\"), as section 

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

WHEREAS, Fannie Mae, as financial agent of the United States, and Servicer entered into a Commitment to Purchase 

Financial Instrument and Servicer Participation Agreement for the Home Affordable Modification Program under the 

Emergency Economic Stabilization Act (the "Prior Agn;ement") in connection with the implementation of HAMP, the primary 

purpose of which was the modification of first lien mortgage loan obligations and the provision of loan modification and 

foreclosure prevention services relating thereto (the "HAMP Services"); 

WHEREAS, the Treasury has established a variety ofnew programs (together with the HAMP, the "Programs") under the Act 

to further stabilize the housing market by facilitating second lien mortgage loan modifications and extinguishments, providing 

home price decline protection incentives, encouraging foreclosure alternatives, such as short sales and deeds in lieu of 

foreclosure, and making other foreclosure prevention services available to the marketplace (collectively, together with the 

HAMP Services, the "Services"); 

WHEREAS, the Programs may include Services relating to FHA, VA and USDA loans; 

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

implementation of the Programs; all references to Fannie Mae in the Agreement shall be in its capacity as financial agent of the 

United States; 

WHEREAS, Fannie Mae will fulfill the roles of administrator and record keeper for the Programs, and in conjunction 

therewith must standardize certain mortgage modification and foreclosure prevention practices and procedures as they relate to 

the Programs, 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 fulfill a compliance role in connection with the Programs; all references to Freddie Mac in 

the Agreement shall be in its capacity as compliance agent of the Programs; 

WHEREAS, Fannie Mae and Servicer desire to amend and restate the Prior Agreement in its entirety as set forth herein; 

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

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

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

CONFIDENTIAL WF_GARCIA_00003017
WHEREAS, all other servicers, as well as Fannie Mae and Freddie Mac approved servicers, that wish to participate in the 

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

conclitions relating to the respective roles and responsibilities of participants ancJ other financial agents of the government; and 

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

conditions set forth herein. 

Acc9rdingly, in consideration of the representations, warranties, and mutual agreements set forth herein and for other good and 

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

amend and restate the Prior Agreement in its entirety, as follows. 

Agreement 

1. Services 

A. Contemporaneously with the execution and delivery of this Commitment and the Financial Instrument, Servicer will 

execute and deliver to Fannie Mae one or more schedules describing the Services to be performed by Servicer pursuant to this 

Agreement, effective as of the Effective Date of the Agreement ( each, a "Service Schedule" or an "Initial Service Schedule" 

and, collectively, the "Initial Service Schedules"). After the Effective Date of the Agreement, Servicer may opt-in to any 

additional initiatives offered by Treasury in connection with the Programs by executing and delivering to Fannie Mae one or 

more additional Service Schedules describing the Services relating to such initiatives ( each, a "Service Schedule" or an 

"Additional Service Schedule" and, collectively, the "Additional Service Schedules") (the Initial Service Schedules and the 

Additional Service Schedules, collectively, the "Service Schedules"). All Service Schedules that are executed and delivered to 

Fannie Mae by Servicer from time to time will be numberecl sequentially (e.g. Service Schedule A-1; Service Schedule A-2; 

Service Schedule A-3; et seq.) and are referenced herein, collectively, as Exhibit A; Exhibit A is hereby incorporated into the 

Commitment by this reference. 

B. Subject to Section 10.C,, Servicer shall perform the Services described in (i) the Financial Instrument attached hereto 

as Exhibit B (the "Financial Instrument"); (ii) the Service Schedules attached hereto, collectively, as Exhibit A; (iii) the 

guidelines and procedures issued by the Treasury with respect to the Programs outlined in the Service Schedules (the "Program 

Guidelines"); and (iv) any supplemental documentation, instructions, bulletins, frequently asked questions, letters, directives, 

or other communications, including, but not limited to, business continuity requirements, compliance requirements, 

performance requirements and related remeclies, issued by the Treasury, Fannie Mae, or Freddie Mac in order to change, or 

further describe or clarify the scope of, the rights and duties of the Participating Servicers in connec.tion with the Programs 

outlined in the Service Schedules (the "Supplemental Directives" and, together with the Program Guidelines, the "Program 

Documentation"). The Program Documentation will be available to all Participating Servicers at www.HMPadmin.com; for 

the avoidance of doubt, the term "Program Documentation" includes all of the Program Guidelines and Supplement~! 

Directives issued by Treasury and made available to Participating Servicers at www.HMPadmin.com prior to the Effective 

Date of the Agreement. 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. 

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

and obligations, with respect to its participation in the Programs 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 set forth in the Financial Instrument will be provided annually in the form attached hereto as Exhibit C (the 

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

upon the execution and delivery by Servicer of any Additional Service Schedule during the Term. 

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

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CONFIDENTIAL WF_GARCIA_00003018
2, A1,1thority and Agreement to Participate in Programs 

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

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

an "Investor"). 

B. Fannie Mae acknowledges that Servicer may service mortgage loans for its own account or for the account of one or 

more Investors and may be subject to restrictions set forth in pooling and servicing agreements or other servicing contracts 

governing Servicer's servicing of a mortgage loan; Servicer shall use reasonable efforts to remove all prohibitions or 

impediments to its authority, and use reasonable efforts to obtain all third party consents, waivers and delegations that are 

required, by contract or law, in order to perform the Services. 

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

performing any Services under the Programs, or (y) the pooling and servicing agreement or other servicing contract governing 

Servicer's servicing of a mortgage loan prohibits Servicer from performing such Services for that mortgage loan, Servicer shall 

not be required to perform such Services with respect to that mortgage loan and shall not receive all or any portion of the 

Purchase Price (defined below) otherwise payable for such Services with respect to such loan. 

I;). 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 Programs as 

applied to GSE Loans. 

E, Servicer's performance of the Services and implementation of the Programs 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 Programs as a 

Participating Servicer on or before the Effective Date of the Agreement as to the Initial Service Schedules that are executed 

and delivered contemporaneously herewith, and on or before the effective date of the Additional Service Schedules (if any) 

executed and delivered after the Effective Date of the Agreement; and (b) the data elements for each mortgage obligation, 

property, or borrower eligible for the Programs as and when described in the Program Documentation and the Financial 

Instrument. Purchase Price payments will not be remitted pursuant to Section 4 with respect to Services 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 of the United States, agrees to purchase, and Servicer agrees to sell to 

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

attached hereto as Exhibit B, in consideration for the payment by Fannie Mae, as agent, of the Purchase Price. 

B. The conditions precedent to the payment by Fannie Mae of the Purchase Price with respect to the Services described 

on the Initial Service Schedules are: (a) the execution and delivery of the Commitment, the Initial Service Schedules, and the 

Financial Instrument by Servicer to Fannie Mae; (b) the execution and delivery of the Commitment and the Initial Service 

Schedules by Fannie Mae to Servicer; ( c) the delivery of copies of the fully executed Commitment, Initial Service Schedules 

and Financial Instrument to Treasury on the Effective Date of the Agreement; ( d) the performance by Servicer of the Services 

described in the Agreement, in accordance with the terms and conditions thereof, to the reasonable satisfaction of Fannie Mae 

and Freddie Mac; and ( e) the satisfaction by Servicer of such other obligations as are set forth in the Agreement. 

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CONFIDENTIAL WF_GARCIA_00003019
C. The conditions precedent to the payment by Fannie Mae of the Purchase Price with respect to the Services described 

on the Additional Service Schedules (if any) are: (a) the execution and delivery of the Additional Service Schedules and the 

Certification by Servicer to Fannie Mae; (b) the execution and delivery of the Additional Service Schedules by Fannie Mae to 

Servicer; (c) the delivery ofcopies of the fully executed Additional Service Schedules to Treasury; (d) the performance by 

Servicer of the Services described in the Agreement, in accordance with the terms and conditions thereof, to the reasonable 

satisfaction of Fannie Mae and Freddie Mac; and ( e) the satisfaction by Servicer of such other obligations as are set forth in the 

Agreement. · 

D. Solely in its capacity as the financial agent of the United States, and subject to subsection E, below, Fannie Mae shall 

remit all payments described in the Program Documentation to Servicer for the account or credit of Servicer, Investors and 

borrowers, in each case in accordance with the Program Documentation (all such payments, collectively, the "Purchase 

Price"); all payments remitted to Servicer for the credit or account of third parties under the Program Documentation shall be 

applied by Servicer as required by the Program Documentation. Fannie Mae shall have no liability to Servicer with respect to 

the payment of the Purchase Price, unless and until: (a) Servicer and all other interested parties have satisfied all pre-requisites 

set forth herein and in the Program Documentation relating to the applicable Program payment structure, including, but not 

limited to, the delivery of all data elements required by Section 3 of this Commitment; and (b) the Treasury has provided funds 

to Fannie Mae for remittance to Servicer, together with written direction to remit the funds to Servicer in accordance with the 

Program Documentation. 

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

described herein and in the Program Documentation in consideration for the execution and delivery of the Financial Instrument 

by Servicer on or before the Effective Date of the Agreement, upon the satisfaction of the conditions precedent to payment 

described in this Section 4. 

F. The value of the Agreement is limited to $6,406,790,000.00 (the "Program Participation Cap"). Accordingly, the aggregate 

Purchase Price payable to Servicer under the Agreement with respect to all Services described on all of the Service Schedules 

that are executed and delivered in connection with the Agreement may not exceed the amount of the Program Participation 

Cap. For each Service to be performed by Servicer, the aggregate remaining Purchase Price available to be paid to Servicer 

under the Agreement will be reduced by the maximum Purchase Price potentially payable with respect to that Service. In the 

event the Purchase Price actually paid with respect to that Service is less than the maximum Purchase Price potentially 

payable, the aggregate remaining Purchase Price available to be paid to Servicer under the Agreement will be increased by the 

difference between such amounts. Notwithstanding the foregoing, no agreements with any party that may result in a new 

payment obligation under the Programs will be effected under the Agreement, and no payments will be made with respect to 

any new Services, from and after the date on which the aggregate Purchase Price paid or payable to Servicer under the 

Agreement equals the Program Participation Cap. Treasury may, from time to time in its sole discretion, adjust the amount of 

the Program Participation Cap. Servicer will be notified of all adjustments to the Program Participation Cap in writing by 

Fannie Mae. 

G. Servicer shall maintain complete and accurate records of, and supporting documentation for, all Services provided in 

connection with the Programs including, but not limited to, data relating to borrower payments ( e.g., principal, interest, taxes, 

homeowner's insurance, hazard insurance, flood insurance andhomeowner's association and/or condo fees), delinquencies and 

the terms of each agreement executed under the Programs ( e.g., trial modification agreements, loan modification agreements 

and extinguishment agreements), 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 (including copies of executed borrower agreements) 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) Servicer shall remit to 

Fannie Mae the amount of any overpayment within thirty (30) days of receiving a refund request from Fannie Mae, or (y) 

Fannie Mae may immediately offset the amount of the overpayment against other amounts due and payable to Servicer by 

Fannie Mae, as financial agent of the United States, upon written notice to Servicer. Servicer shall still be obligated to credit 

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CONFIDENTIAL WF_GARCIA_00003020
to the respective accounts of Investors and borrowers any portion of the Purchase Price to which they are entitled (if any) 

notwithstanding such offset unless otherwise directed by Fannie Mae. 

H. At the election and upon the direction of the 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 H. 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. 

5. Term 

A. New Services may be undertaken by Servicer 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 one or more extensions of the Initial 

Term by the Treasury, or earlier termination of the Agreement by Fannie Mae pursuant to the provisions hereof, or earlier 

suspension or termination of one or more of the Programs by the Treasury. provided, however, no new Services may be 

undertaken by Servicer, and Servicer will have no further obligation to perform any Services under this Agreement, from and 

after the date on which the Program Participation Cap is reached. 

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

of the 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 (ii) complete 

all Services that were initiated by Servicer, including, but not limited to, 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 of the Term or earlier termination. 

C. Notwithstanding Sections 5.A. and 5.B., if the Servicer has elected to participate in the Second Lien Modification Program 

by executing and delivering to Fannie Mae a Service Schedule relating thereto, the Servicer in its discretion, may elect to opt 

out of the Second Lien Modification Program on an annual basis by providing notice to Fannie Mae in accordance with 

Section 9 hereof within 30 days following the anniversary of the Effective Date of the Service Schedule for the Second Lien 

Modification Program. Following the Servicer's election to opt out of the Second Lien Modification Program, the Servicer 

will not be required to perform any Services for any new mortgage loans under the Second Lien Modification Program; 

however, the Servicer must contimie to perform any Services for any mortgage loan for which it had already begun performing 

Services prior to electing to opt out of the Second Lien Modification Program. 

D. The Agreement, or any of the Programs implemented under the Agreement, may be terminated by Fannie Mae or Servicer 

prior to the end of the Term pursuant to Section 6 below. 

6. Defaults, Acts of Bad Faith and Early Termination; Remedies for and Effects of Defaults, Acts of Bad Faith and 

Early Termination; Opportunity to Cure 

A. The following constitute events of default by Servicer under the Agreement ( each, an "Event of Default" and, collectively, 

"Events of Default"): 

(1) Servicer fails to perform or comply with any of its 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 specified in applicable Program Documentation are 

satisfied prior to effectuating any Services in connection with any of the Programs. 

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CONFIDENTIAL WF_GARCIA_00003021
(2) Servicer: (a) ceases to 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 

of the laws of the United States or any other jurisdiction; (e) authorizes, applies for or consents to 

the appointment of a trustee or liquidator of all or substantially all of its assets; (f) 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 of the 

foregoing actions. 

(3) Servicer, any employee or contractor of Servicer, or any employee or contractor of Servicers' 

contractors, commits a grossly negligent, willful or intentional, or reckless act (including, but not 

limited to, misrepresentation or fraud) in connection with any of the Programs or the Agreement. 

( 4) Aμy representation, warranty, or covenant made by Servicer in the Agreement or any 

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

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

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

applicable Program Documentation is materially insufficient, or any failure by Servicer to comply 

with any directive issued by Fannie Mae or 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 of the following actions upon an Event of Default by Servicer under the Agreement: 

(!) Fannie Mae may: (i) withhold some or all of the Servicer's portion of the Purchase Price until, 

in Fannie Mae's determination, Servicer 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 of such alternative means. 

(2) Fannie Mae may: (i) reduce the amounts payable to Servicer under Section 4; and/or (ii) obtain 

repayment of prior payments made to Servicer under Section 4, provided, however, Fannie Mae 

will seek to obtain repayment of prior payments made under Section 4 only with respect to 

Services 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 

giving rise to the remedy. 

(3) Fannie Mae may require Servicer 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, or cease its 

performance hereunder as to any Program in which Servicer is a participant. 

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

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

C. The following constitute acts of bad faith oflnvestors and borrowers in connection with the Programs (each, an "Act of 

Bad Faith" and, collectively, "Acts of Bad Faith"): an Investor or borrower commits a grossly negligent, willful or 

intentional, or reckless act (including, but not limited to, misrepresentation or fraud) in connection with any of the Programs 

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CONFIDENTIAL WF_GARCIA_00003022
(including, but not limited to, in connection with such Investor's or borrower's response to Program questionnaires, the 

execution or delivery to Servicer, Fannie Mae, or Treasury of any of the agreements relating to such Investor's or borrower's 

participation in any of the Programs and the production of supporting documentation therefor and in connection with any 

audit or review by Freddie Mac for Investor or borrower compliance with the Programs). For brevity, any such Investor or 

borrower is referred to in this subsection as a "defaulting party" or as a "defaulting" Investor or borrower and the Act of Bad 

Faith by such Investor or borrower as a "default." 

D. Fannie Mae may take any, all, or none of the following actions if an Act of Bad Faith involving an Investor or a borrower 

occurs, or is reasonably believed by Fannie Mae to have occurred, in connection with any of the Programs: 

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

or 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 Servicer for the credit, or account of, the 

defaulting party under Section 4; and/or (ii) obtain repayment of prior payments made to or for the 

credit or account of the defaulting party under Section 4. Servicer 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 Servicer to submit to additional Program administrator oversight, 

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

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

the Agreement that relate to the defaulting Investor or borrower. 

(5) Fannie Mae may terminate the Agreement and cease its performance hereunder if Acts of Bad 

Faith occur on a recurring basis, are widespread among the Investor or borrower bases served by 

Servicer, or occur in combination or in connection with one or more Events of Default by 

Servicer. 

E. In addition to the termination rights set forth above, Fannie Mae may terminate the Agreement or any Program implemented 

under the Agreement immediately upon written notice to Servicer: 

(I) at the direction of the Treasury; 

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

(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 of the Agreement is determined to be prohibited or unenforceable as 

referred to in Section 11.C. 

F. 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 of all of the Programs implemented under the Agreement. 

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CONFIDENTIAL WF_GARCIA_00003023
G. The effects of the expiration or termination of the Agreement are as follows: 

(1) In the event that the Agreement expires at the end of the Initial Term or any extension thereof pursuant 

to Section 5, or in the event that the Agreement expires or is terminated pursuant to Section 6.E. or 6.F., 

Fannie Mae shall, solely in its capacity as the financial agenLof the United States, continue to remit all 

amounts that are properly payable pursuant to Section 4 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 Services that were performed in accordance with the applicable Program Documentation prior to 

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

(2) In the event that the Agreement is terminated in connection with an Event of Default by Servicer, no 

compensation with respect to any Service will be paid to Servicer for the account of the Servicer 

subsequent to termination; Fannie Mae's only continuing obligations as financial agent of the United 

States subsequent to termination will be to remit all payments that are properly payable pursuant to Section 

4 to Servicer (or, at Fannie Mae's discretion, an alternative provider) for the account of borrowers and 

Investors in accordance with the Program Documentation until paid in full. 

(3) In the event that the Agreement is terminated in connection with an Act of Bad Faith by an Investor or 

a borrower, no compeμsation with respect to any Services will be paid to Servicer for the credit or account 

of the defaulting Investor or borrower subsequent to termination; Fannie Mae's only continuing obligation 

as financial agent of the United States subsequent to termination will be to remit all payments that are 

properly payable pursuant to Section 4 to Servicer for the credit or account of non-defaulting parties as 

described in the applicable Program Documentation until paid in full. For the avoidance of doubt, if the 

Act of Bad Faith resulting in the termination of the Agreement occurs in connection with an Event of 

Default of Servicer, no compensation with respect to any Service will be paid to Servicer for the account 

of the Servicer subsequent to termination. 

H. Fannie Mae, in its capacity as the financial agent of the United States, may reduce the amounts payable to Servicer under 

Section 4, or obtain repayment of prior payments made under Section 4, in connection with: (a) an evaluation ofServicer's 

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, or (b) any failure by Servicer to comply 

materially with any directive issued by Fannie Mae or 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; provided, however, Fannie Mae will seek to obtain repayment of prior payments made under Section 4 

only with respect to Services 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 findings giving rise to this remedy. Fannie Mae may 

initially avail itself of this remedy in lieu of a specific declaration of an Event of Default. provided, however, that doing so 

shall not preclude Fannie Mae from later declaring an Event of Default or exercising any other rights or remedies otherwise 

available to it under this Section 6, or at law or in equity, in connection with the event giving rise to this remedy, or any future 

events giving rise to this remedy. 

I. The remedies available to Fannie Mae upon an Event of Default and an Act of Bad Faith 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. 

J. In the event of the expiration or termination of the Agreement or any Program implemented under the 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. 

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CONFIDENTIAL WF_GARCIA_00003024
K. If an Event of Default under Section 6.A. l ., Section 6.A.4., or Section 6.A.5. occurs and Fannie Mae determines, in its sole 

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

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

Servicer's receipt of such notice, if the Event of Default is not cured by Servicer to the reasonable satisfaction of Fannie Mae 

prior to the end of such thirty (30) day period. If Fannie Mae determines, in its sole discretion, that an Event of Default under 

Section 6.A.1., Section 6.A.4., or Section 6.A.5. is not curable, or ifan 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.B.4., Fannie Mae will provide 

written notice of termination to the Servicer on or before the effective date of the termination. 

7. Oisputes 

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. !fa dispute cannot 

be resolved informally by mutual agreement at the 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 of the Services pending resolution ofany 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. 

8. Transfer or Assignment; Mergers, Acquisitions and Changes of Control; Effects of Assignment 

A. Mortgage loans and servicing rights are freely transferable under this Agreement, subject to: (i) the contractual 

requirements regarding notice and the execution and delivery of the Assignment and Assumption Agreement, in the form of 

Exhibit D, set forth in Sections 8 and 9 hereof, and (ii) any restrictions under applicable Federal, state and local laws, 

regulations, regulatory guidance, statutes, ordinances, codes and requirements. Servicer must provide written notice to Fannie 

Mae and Freddie Mac pursuant to Section 9 below of: (i) any transfers or assignments of mortgage loans, or servicing rights 

relating to mortgage loans, that are 60 or more days delinquent and otherwise eligible for consideration or process under one or 

more of the Programs at the time of transfer or assignment, or for which the Servicer is performing Services at the time of 

transfer or assignment ( collectively, "Eligible Loans"); and (ii) any other transfers or assignments of Servicer's rights and 

obligations relating to Eligible Loans under this Agreement, including, _but not limited to, transfers or assignments of any rights 

or obligations relating to Eligible Loans under this Agreement that occur in connection with the merger, acquisition, or other 

change of control of Servicer. Such notice must include payment instructions for payments to be made to the transferee or 

assignee of the Eligible Loans, servicing rights or other rights and obligations subject to the notice (if applicable), and, subject 

to Section 8.B. below, evidence of the assumption by such transferee or assignee of the Eligible Loans, servicing rights or 

other rights and obligations that are transferred, in the form of Exhibit D (the "Assignment and Assumption Agreement"). 

Servicer acknowledges that Fannie Mae will continue to remit payments to Servicer in accordance with Section 4 for Services 

relating to mortgage loans, servicing rights or other rights and obligations 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. 

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, in accordance with Sections 8 and 9, provided, however, that Servicer need not execute and 

deliver an Assignment and Assumption Agreement in the form of Exhibit Din the event that the assignment and assumption 

occur by operation of law in connection with a merger, acquisition, or other change of control of Servicer and are effective as 

to all of Servicer's rights and obligations under this Agreement with respect to all of the mortgage loans it services. 

C. The effects of transfers and assignments under this Agreement are as follows: 

9 

CONFIDENTIAL WF_GARCIA_00003025
9. Notices 

( 1) If the Servicer transfers or assigns all or any portion of its portfolio of mortgage loans or servicing 

rights to a third party pursuant to an Assignment and Assumption Agreement, only the Eligible Loans must 

be identified on a schedule to the Assignment and Assumption Agreement. The transferee or assignee of 

Servicer's mortgage loans and servicing rights must assume Servicer's obligations under this Agreement 

only with respect to Eligible Loans, subject to the Service Schedules and the Program Documentation 

applicable to the Programs in which Servicer agreed to participate prior to the transfer or assignment. Any 

mortgage loans or servicing rights that (I) are not Eligible Loans at the time of the transfer or assignment, (II) 

are a part of the transferee's or assignee's existing portfolio prior to the transfer or assignment, or (III) 

become a part of the transferee's or assignee's portfolio subsequent to such transfer or assignment will 

· become subject to the Programs only if the transferee or assignee has itself executed a Commitment tQ 

Purchase Financial Instrument and Servicer Participation Agreement separate and apart from the transfer or 

assignment involving Servicer and, then, only in accordance therewith. 

(2) If the Servicer transfers or assigns its portfolio of mortgage loans and servicing rights to a third party 

in connection with a merger, acquisition, or other change of control and the transfer or assignment is 

effective by operation of law, the transferee or assignee of such mortgage loans and servicing rights must 

provide servicing with respect to all such mortgage loans and servicing rights (regardless of status at the time 

of transfer or assignment with respect to Program eligibility) in accordance with this Agreement, subject to 

the Service Schedules and the Program Documentation applicable to the Programs in which Servicer agreed 

to participate prior to the transfer or assignment. Any mortgage loans or servicing rights that (I) are a part of 

the transferee's or assignee's existing portfolio prior to the transfer or assignment, or (II) become a part of 

the transferee's or assignee's portfolio subsequent to such transfer or assignment will become subject to the 

Programs only if the transferee or assignee has itself executed a Commitment to Purchase Financial 

Instrument a,nd Servicer Participation Agreement separate and apart from the transfer or assignment 

involving Servicer and, then, only in accordance therewith. 

(3) Servicer may not transf{lr or assign any mortgage loans or servicing rights to any third party in a 

manner that is intended to circumvent, or has the effect of circumventing, Servicer's obligations under this 

Agreement. 

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, or to such other point of contact at such other address as may be designated in writing by such party. All 

Sl,lch 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: 

1 Home Campus 

10 

CONFIDENTIAL WF_GARCIA_00003026
With a copy to: 

Wells~A. 

Attn:----

1 Home Campus 

• . ~~ I I • I • ~ t : t 11 

To Fannie Mae: 

Fannie Mae 

3900 Wisconsin Ave, NW • • I • • • • I I • 

To Treasury: 

Department of Treasury 

1500 Pennsylvania Avenue, NW 

• I I I I I I 

To Freddie Mac: 

Freddie Mac 

8100 Jones Branch Drive 

McLean, VA 22102 

Attn: Vice President, Making Home Affordable - Compliance 

1 O. Modifications 

A. Subject to Sections 1 0.B. and 1 0.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 of the 

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

11 

CONFIDENTIAL WF_GARCIA_00003027
compliance and performance requirements of the Programs, 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 

of the Programs. 

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

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

Investors and borrowers under any of the Programs in which Servicer participates, or the rights, duties, or obligations of 

Participating Servicers, Investors or borrowers in connection with any of the Programs in which Servicer participates (each, a 

"Program Modification" and, collectively, the "Prqgram Modifications") shall be effective only on a prospective basis; 

Participating Servicers will be afforded the opportunity to opt-out of a modified Program when Program Modifications are 

published with respect to the Services to be performed by Servicer in connection with the modified Program on or after the 

effective date of the 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. For the avoidance of doubt, 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 of the Program Modification prompting the opt-out) with respect to any Services that 

Servicer had already begun to perform 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 of the 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 of such courts and irrevocably waive any objections thereto. 

B. The Agreement is not a Federal procurement contract and is therefore not subject to the provisions of the Federal Property 

and Administrative Services Act (41 U,S,C, §§ 251-260), the Federal Acquisition Regulations (48 CFR Chapter 1), or any 

other Federal procurement law. 

C, Any provision of the Agreement that is determined to be 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 

of the Agreement, and no such prohibition or unenforceability in any jurisdiction shall 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 shall 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 of Fannie Mae, No failure by Fannie Mae to exercise any right, remedy, or power 

hereunder will 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 shall inure to the benefit of and be binding upon the parties to the Agreement and their permitted 

successors-in-interest. 

F. The Commitment, the Service Schedule(s) and the Assignment and Assumption Agreement (ifapplicable) may be executed 

in two or more counterparts (and by different parties on separate counterparts), each of which shall be an original, but all of 

which together shall constitute one and the same instrument. 

12 

CONFIDENTIAL WF_GARCIA_00003028
G. The Commitment, together with the Service Schedule(s ), the Financial Instrument, the Certifications, the Assignment and 

Assumption Agreement (if applicable) and the Program Documentation, constitutes the entire agreement of the parties with 

respect to the subject matter hereof. In the event of a conflict between any of the foregoing documents and the Program 

Documentation, the Program Documentation shall prevail. In the event of a conflict between the Program Guidelines and the 

Supplemental Directives, the Program Guidelines shall prevail. 

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

continuing effectiveness, including, but not limited to, Sections 4, 5.B., 6, 8, 9, 11 and 12 of the Commitment, and Sections 2, 

3, 5, 7, 8, 9 and 10 of the 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 fulfill their responsibilities as agents of the United States in 

connection with the Programs, shall survive the expiration or termination of the Agreement. 

12. J)eflned Terms; Incorporation by Reference; Effect of Amendment and Restatement 

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

into the Commitment by reference, whether or not so noted contextually, and all 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 contextually. 

B. The term "Effective Date" means the date on which Fannie Mae transmits a copy of the fully executed Commitment, Initial 

Service Schedule(s) and Financial Instrument to Treasury and Servicer with a completed cover sheet, in the form attached 

hereto as Exhibit E (the "Cover Sheet"); the Agreement shall be effective on the Effective Date. Any Additional Service 

Schedules that are executed and delivered to Fannie Mae after the Effective Date of the Agreement shall be also be 

accompanied by a completed Cover Sheet and shall be effective on the effective date or dates set forth therein. All executed 

documents and accompanying Cover Sheets 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 - Service Schedule(s) (Service Schedule A-1, et seq.), Exhibit B - Form of 

Financial Instrument, Exhibit C- Form of Certification, Exhibit D - Form of Assignment and Assumption Agreement and 

Exhibit E - Form of Cover Sheet (in each case, in form and, upon completion, in substance), including all amendments and 

modifications thereto, are incorporated into this Commitment by this reference and given the same force and effect as though 

fully set forth herein. 

D. The Prior Agreement is amended and restated in its entirety, and all of the terms and conditions of the Prior Agreement are 

superseded by the terms and conditions of this Agreement, effective as of the Effective Date of this Agreement. 

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE 

INTENTIONALLY LEFT BLANK] 

13 

CONFIDENTIAL WF_GARCIA_00003029
In W1tne111 Whereof. Servicer and Fannie Mae by their duly authorized officials hereby execute and deliver this Amended and 

Restated Commitment to Puroha11e Financial Instrument and Servicer Participation Agreement as of the Effective J;)ate, 

Sl!:RVICER: Wells Fargo Bank, N,A, FANNIE MAE, solely as Financial Agent of the 

United States . 

B 

~~me: ~, <t H 4£c.. 

T1tl~:iP , Date: 1-- U,- Io 

EXl[IBIT§ 

Exhibit A 

BxhibitB 

ExhibitC 

ExhibitD 

ExhibitB 

:r 

Service Schedule(s) 

Form of Financial InstrumenJ 

Form of Certification 

Form of Assignment and Assumption Agreement 

Form of Cover Sheet 

CONFIDENTIAL WF_GARCIA_00003030
EXHIBIT A 

SERVICE SCHEDULE(S) 

The attached Service Schedules together comprise Exhibit A to that certain Amended and Restated 

Commitment to Purchase Financial Instrument and Servicer Participation Agreement (the "Commitment"), 

entered into as of the 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"). 

Each of the Service Schedules attached hereto is effective as of the Effective Date, or on such other date or 

dates as may be specified therein. All of the capitalized terms that are used but not defined in the Service 

Schedules shall have the meanings ascribed to them in the Commitment. 

Exhibit A is deemed to be amended to include all Additional Service Schedules (if any) that are executed and 

delivered by the parties after the Effective Date in acco~dance with the Agreement, without any further action 

on the part of the parties hereto. 

CONFIDENTIAL WF_GARCIA_00003031
This Service Schedule is appended to that certain Amended tmd Restated CQD\lllitment to Purchase Financial lnatnnnep.t and 

Servicer Pn(tlcipation Agreement (the "Commitment"), entered into 88 of tho Effective Date~.bY, and bo&weon Federal Nal.lonal 

Mon~agc, Association (f'Fapnic t,,Ju"). a fodorally chartered corporation, nctlns as financial agent of the United States. 1111d the 

undersigned party ("S~'), and, together with all other Services Schedules appended lhorcto (if any), constitutes Bxhib,itA to 

the Conunftmcnt. 

All ofth!.' capitalized tenns tlμlt are used but not deflned below shall have the mCQtlingS ascribed to them in the Commitment or in 

applicable, Program OocQmontation. 

1. rmWPP Nam@: 

Servicer heroby elects to participate in 11Jo followlna Program: 

Home Afford11ble Modlftcatlon Program (HAMP) 

2. »eswado» 13( ft,e,ram §ea,(c,ai 

All services requirad to be pcrfonned by a participatlna servicer as set forth in the Program DocumontaUon for 

th~ Home Affordable ModJficntion Program under 1he Emergonoy Economic Stabilii'adon Act of 2008, as 

amended, including. but not limited to, obligations relating to tho iiiodiflcation of first lien mortgage loans and 

the provision of loan modificaUon and fort:closure proventfon sorvioos relating therc,to • 

. ;.,:. 

Thia SerYlee Schedule Is executed and delivered contemporaneously with the Commiboent; accordingly, 

the effective date of this Sen1ce Schedule Is the Effective Date of the A&reement. 

ln Witness Whereof', Servicer and Fannie, Mae by their duly authori~d officials hereby excwto 1U1d deliver Chl8 Service Schedule 

as of the offccUvc date of tho Sorvico Schedule set for1h above,. 

SERVICER: Wells Forgo Bank. N.A. FANNIE MAE. solely 11B Financial Agent oftbe United 

States 

A-1 

CONFIDENTIAL WF_GARCIA_00003032
This Service $(lhedule fs appended to that certain Amended and Restated Conμnitment to Purchase Financial IrutnJment and 

SeiviccrPartlcipation Agreement (the 11C9J.twJ-,'), entered into as of the Effective Date, by and between Federal National 

Mortgage Association ("Faw Mae"), a federally chartered coiporatlon, acting as financial agent of the United States, and tho 

undersigned party ("Sm:vlcci:'?, and, t:Qgether with all oih.or Services Schedules appended thereto (if any), COJ1.llUtutes Exhibit A to 

the Commitment. 

All of the capitalized terms that are uaod but not defined below shall have tho meanings ascribed to them in tho Commitment or in 

applicable Program Documentation. 

l. fmaram Name: 

Scrvioor horeby e?eots to participate in the following Program(e): 

Secon~ Lien Modmcatlon Program 

AU services required to bo performed by a participating se.rvlcer as set forth in the Program Documentation f01' 

the Second Lien Modification Program under the Emergency Economic S tabllization Act of2008, as amended, 

inc hiding, but not Umited to, obUgations relating to the modificatiQll or extinguis)μnont of second lion mortgage 

loans and the provision of loan modlficatfon and foreclosure prevention services relating thereto. 

3. ElfecHye date pf S@n:let &ilu~dulc: 

Thb ServleeSchedulei1 exeeuted and delivered contempor1Uteouelywfth the Commitment; accordlnglyt 

the effective date of this Ser,,ke Schedule is the Effective :Oate of OJ,e Agreement. 

In Wlbteis Wbereof1 Servicer and Fann le Mae by their duly authorized officials hereby execute and delivor this Service Sohodulo 

11s of the eft'cotlvo date of tho Service Schedule sot forth above. 

SEJlVICER: Wells Fiugo Bank, N.A. 

Nanio:__...._'-"-' ................ --------"""""c..-----

Title:---"....,,....--------------

Date: J.- ff, ... I Q 

A-2 

FANN.IE MAE, solely as Financial Agent of tho United 

States 

CONFIDENTIAL WF_GARCIA_00003033
This Service Schedule ls flppende<l to that certain Amended and Restated Commitment to Purchase Financial Instrument and 

Servicer Parlicipation Agreement (the "~2!!ll»itro~nt"), entered into 118 oflho Bffectlve Date, by 1md between fedora.l National 

Mortgaso Association ("Fimnie M3e"), a federally chartered corporation, acting as financial agent of the United States, and the 

undersignod pa1ty ("~"), and, together with all other Services Schedules ~ppended thereto (if ~ny), constltutos &hjbit A to 

the Commitment. 

All of the capit11lizect terms that al'e used but not defined below sh All have the me11nings ascribed to them in the Commitment or in 

appllcAble Program Doc11mentatlon. 

Servicer hereby elects 10 participllte in the following Progrnm(s); 

Trensury Fede.r11I Hou~lng Admtnhtrntlon ~ Home Affo1·dnble Modlflrntlon Prog1·am (Treasury FHAHAMP) 

1. Dcscijption of Pr21,uam :J~l'Vic!l6; 

All services required to be perfonnerl by II participating service1· relAting to Treasury FHA-HAMP, AS setforth 

ln guidance Issued by the l'ederal Houeing Adminislration from time to lime, including Mortgagee Leiter 2009-

23, 2009-35, 2009-39, 2010-04 and 2010-10, and In the Program Documentation for Including Treasury FHAHAMP in ~he Home Affordable Modificatlon Proiirnm under the Emergency Economic Stablllzation Act of 

2008, as amended, lnoludlng, but not limited to, obligations relating lo the modification offirst lien mortgage 

101111s in~urerl by ll1e Federal Houffing Administration ,md the provision ofloim modltlcation and foreolosum 

prevention servlcOB relating !hel'eto. 

3. Effective daw of Seryl£!l Schedule: 

This Service Schedule Is executed and delivered contemporaneously with the Commitment; accordlngly, 

the effective date of tills Sorvlce Schedule Is the EffectlYe Date 1Jf the Agreement, 

In Witness. Whereof, Servicer and FAnnle Mae by their duly authorized offichils hereby execute a no deliver this Service Sched11le 

\loS of the effective date of the Service Schedule set forlh above. 

SERVICER: Wells J,i'argo Bank, N.A. 

A-3 

FANNIE MAE, solely as Financl~I Agent of the United 

Stiites 

CONFIDENTIAL WF_GARCIA_00003034
SERV[CE SCHEDULE A-4 

This Service Schedule is appended to that certain Amended and Restated CommitmetH to Purchase Financial 

Instrument and Sel'vicer Participation Agreement (the "~Q!Jlmitmcn!''), entered into as of1he Effective Date, by 

and between Federal National Mortgage Association ("Fanni~"), a federally chartered corporalion, acting 

as financial agent of the United States, and the undersigned party ("$.~~c"), and, together with all other 

Services Schedules appended thereto (if any), constitutes l;~hibiLA to the Commilmen1. 

All of the capitalized leJms that are used but 110! defined below shall have the meanings ascdbed to them in the 

CommHme-nt or in applieHble Prograrn Documentation. 

l. frQgram Name: 

Servicer hereby elects to panicipale in the following flrogram(s}: 

Treasury/FHA~Second Lien Program (FH.Al LP) 

2. Descriptlo11 of Progrnm Service§: 

All services required !o be performed by a participaHng servicer rel11ti11g to FHA2LP, as set forlh in 

the Program Documentation for FHA2LP ln the Making Home Affordable Program under 1he 

Emergency Economic Stabilization Act of 2008, M amended. 

J, Effective d11te of Se.rvlce Schedule: 

This Service Schedule is executed 11nd delivered conlemponineously with lhe Commhment; 

accordingly, the effective date of this Service Schedule is the Effective Diile of the Agree111ent. 

4. Out-Out Right: 

For the avoidance of doubt, issuance of an FHA2LP Program Modification requiring mandatory 

second Ucn princ'1pal forgiveness shall afford Servicer the opportunity to opt-out of FHA2LP in 

accordance with section I O.C. of the Agreemenl. Servicer shall have thirty (30) calendar days from 

the date any such Program Modification is published to make an opt-out election. 

ln Witness Whereof, Servicer and Fannie Mae by their duly authorized officials hereby execute and deliver 

this Serviee Schedule ns of the effec1 ive date of lhe Service Schedule se( forth Hbove. 

SERVICER: Wells FArgo Bank, N.A. 

~-- - - - ~~~~---- --------

Tille: --

Date:~=-=---~f!,+.,t'i!.J.Q ______ ~:=-=:~= 

A-4 

FANNJE MAE, solely as Financial Agent 

of the United States 

Title: ___ _ 

Date: ....... ______ _ 

- ·--- ,~,.....,. ---~ 

_J!'J. -'~----

CONFIDENTIAL WF_GARCIA_00003035
SERVICB SQJEDULE A-5 

This Service Schedule 15 appended to thlll c>ert~in Amended and Rostnted Commitmont to Purch~se Financial lnstnarn,nt and 

Servicer Participation Agreement (the ''Commitment"), _._ntered int◊ A~ of the Effective D11te, by and between federal National 

Mortgage Association ("Fannie MM"), a fo<lerolly chartered corporalion, acting 1\5 financial agent of the United States, and the 

undersigned party ("&!Y.icilt"), Rnd, together with nll other Services Schedule.a appended thereto (if any), constitutes Exhibit A to 

tho Commitment. 

All of the c;ipitalizcd (erms that are used but not deflne<l below shall hiwe the mettnlngs ascribed to them in lhe C()mmitmenl or In 

applicable Progrnm Documentation. 

I, frogrgnt Nnmc: 

Servicer hereby elccta to pRr!lclpate in the following Progrnm(s): 

US Dep11rtmc11t of Agriculture - Rural Housing Servke Horne Affordable Modification Program (RDHAl\1P) 

All scrvi ccs required to be performed by 11 1mticipa ling serv i c@r rela( in g to RD, HAMP, as set forth in g1.1idanc1:, 

Issued by the Rural Housing Servl_ce (RHS) from tlrne to time; lnoluding the tlnal rule published on RHS's 

Gllarnnteed Single Family Housing Loilns in 75 FR 52,429, August 26, 2010, and in the Program 

Docurnen1a1lon for including RD"HAMJ> in the Home A ffordoble Modification Program under the Emergency 

Economic Stabilization Act of 200&, as am~ded, including, but not limited to, obligations relating to the 

modlflc11tton of first Ile.rt mortgage loan11 insured by RI:lS and the pmvililon of loe.n modificalion and 

foreclosure prevention services reMing thereto. 

3. EffeeUvo date ofSep•lce Schedule: 

This Servleo Schedule Is cxeeukd and dellvered contemporaneously wlth tht-Commitment; accord•nely, 

the effective dnto of this Sel'Vlce Schedule lw the Effective D11te of the Agreement. 

In Witness Whcrcof,Servlcer and Fannie Mao by their duly authorized officials hereby ~xecu\e end deliverthls Service Schedule 

ns of the effeotlve date ofH1e Servlce Schedulo llel for1h abov¢. 

SERVICER: Wells Fal'go Bank, N.A. FANNIE MAE, solely as FJnimc!al Agent of the United 

States 

CONFIDENTIAL WF_GARCIA_00003036
EXHIBITB 

FORM OF FINANCIAL INSTRUMENT 

CONFIDENTIAL WF_GARCIA_00003037
FINANCIAL INSTRUMENT 

This Financial Instrument is delivered as provided in Section I of the Amended and Restated Commitment to Purchase 

Financial Instrument and Servicer Participation Agreement (the "Commitment"), entered into as of the 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 

of the Effective Date. All of the 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 of which is hereby acknowledged, Servicer agrees as 

follows: 

I. Purchase Price Considerati9n: Services. This Financial Instrument is being purchased by Fannie Mae 

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

financial agent of the United States, of various payments detailed in the Program Documentation and referred 

to collectively in the Commitment as the "Purchase Price." 

(a) The conditions precedent to the payment by Fannie Mae of the Purchase Price with respect to the 

Services described on the Initial Service Schedules are: (i) the execution and delivery of this 

Financial Instrument, the Commitment and the Initial Service Schedules by Servicer to Fannie 

Mae; (ii) the execution and delivery of the Commitment and the Initial Service Schedules by 

Fannie Mae to Servicer; (iii) the delivery of copies of the fully executed Commitment, Initial 

Service Schedules and Financial Instrument to Treasury on the Effective Date of the Agreement; 

(iv) the performance by Servicer of the Services described in the Agreement; and (v) the 

satisfaction by Servicer of such other obligations as are set forth in the Agreement. Servicer shall 

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. 

(b) The conditions precedent to the payment by Fannie Mae of the Purchase Price with respect to the 

Services described on the Additional Service Schedules (if any) are: (i) the execution and 

delivery of the Additional Service Schedules and the Certification by Servicer to Fannie Mae; (ii) 

the execution and delivery of the Additional Service Schedules by Fannie Mae to Servicer; (iii) 

the delivery of copies of the fully executed Additional Service Schedules to Treasury; (iv) the 

performance by Servicer of the Services described in the Agreement, in accordance with the 

terms and conditions thereof, to the reasonable satisfaction of Fannie Mae and Freddie Mac; and 

(v) the satisfaction by Servicer of such other obligations as are set forth in the Agreement. 

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

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

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

perform the Services. 

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 each of the Programs in which Servicer participates on thirty (30) days' prior 

written notice. 

B-1 

CONFIDENTIAL WF_GARCIA_00003038
(b) Servicer will collect, record, retain and provide to Treasury, Fannie Mae and Freddie Mac all 

data, information and documentation relating to the Programs in which Servicer participates as 

required by applicable 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 applicable Program Documentation. In addition, Servicer shall provide copies of 

executed contracts and tapes of loan pools related to the Programs 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 of the effective implementation of corrective 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. 

( 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 of Services in connection with the Programs. In addition, Servicer shall 

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 of the 

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 

Programs in which Servicer participates and compliance with applicable 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 of the 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 Programs performed by Servicer and its independent auditing firm to 

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

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 of the United States or any state, territory, or possession of 

the United States or the District of Columbia, and has significant operations in the United States. 

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

B-2 

CONFIDENTIAL WF_GARCIA_00003039
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, 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, or will obtain or make, all governmental approvals or 

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

authorize the performance of its obligations under the Programs in which Servicer participates 

and the Agreement. The performance of Services under the Agreement will not conflict with, or 

be prohibited in any way by, any other agreement or statutory restriction by which Servicer 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 pooling and servicing agreements and other servicing contracts to which Servicer is 

subject. Servicer is not aware of any other legal or financial impediments to performing its 

obligations under the Programs in which Servicer participates 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 such Programs 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 debt or obligation that is being 

contested in good faith. 

( c) Servicer 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 

Services will be offered to borrowers, fully documented and serviced , or otherwise performed, in 

accordance with the applicable 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 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 business 

records, as and when provided. 

(d) Servicer 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 of attention used in a well-managed operation, and no less than that which the 

Servicer exercises for itselfunder similar circumstances; and (ii) use qualified individuals with 

suitable training, education, experience and skills to perform the Services. Servicer 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 Programs in which it participates in accordance with the Agreement. 

(e) Servicer covenants that it will comply with all regulations on conflicts of interest 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), as they relate to the Programs in which Servicer participates. 

B-3 

CONFIDENTIAL WF_GARCIA_00003040
(f) Servicer acknowledges that the provision of false or misleading information to Fannie Mae or 

Freddie Mac in connection with any of the Programs or pursuant to the Agreement may 

constitute a violation of: (a) Federal criminal law involving fraud, conflict of interest, bribery, or 

gratuity violations found in Title 18 of the United States Code; or (b) the civil False Claims Act 

(31 U.S.C. §§ 3729-3733). Servicer covenants to disclose to Fannie Mae and Freddie Mac any 

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

contractor of Servicer has committed, or may have committed, a violation of the referenced 

statutes. 

(g) Servicer covenants to 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 Servicer and 

its contractors to help protect the reputational interests of the Treasury, Fannie Mae and Freddie 

Mac in managing and monitoring the Programs in which Servicer participates. 

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

Event of Default and of any Act of Bad Faith of which it becomes aware. 

(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, Inspect9rs General and other government entities, as well as media and consumer 

advocacy group inquiries about the Programs and their effectiveness. Servicer covenants that 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 ofrecord maintained by Fannie Mae on behalf of 

the Treasury is accurate and complete. 

U) 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 Programs, 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 Programs in which Servicer participates. 

(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 \lther things, as 

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

program will be monitored, as provided in such Secti\ln. 

(I) Servicer shall sign and deliver a Certification to Fannie Mae and Freddie Mac beginning on June 

1, 2010 and again on June 1 of each year thereafter during the Term, and up\ln the executi\ln and 

B-4 

CONFIDENTIAL WF_GARCIA_00003041
delivery by Servicer of Additional Service Schedule(s) (if any) during the Term, in each case in 

the form attached as Exhibit C to the Agreement. 

(m) Solely if Servicer has elected to participate in the Second Lien Modification Program by 

executing and delivering to Fannie Mae a Service Schedule relating thereto, Servicer represents, 

warrants and covenants that each mortgage loan it modifies under the Second Lien Modification 

Program is, or will be at the time of modification, a lien that is second in priority relative to the 

first lien that was modified under the Programs. 

6. Use of C9ntractors. Servicer is responsible for the supervision and management of any contractor that assists 

in the performance of Services in connection with the Programs in which Servicer participates. 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 of the Agreement. Servicer shall be responsible for the acts or 

omissions of its contractors as if the acts or omissions were by the Servicer. 

7. Data Rights. 

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

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

may be recorded, regarding any of the Services provided in connection with the Programs. 

(ii) "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 Programs and to permit others to do so in connection 

therewith. 

(iii) "NPI" means nonpublic personal 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, or obtained by Servicer or a contractor of Servicer 

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

Mae in violation of the dLB 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 relating to the Programs in which Servicer participates, in industry standard 

useable format. 

(c) Servicer expressly consents to the publication of its name as a participant in the Programs listed 

on the Service Schedules, 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 such Programs, provided 

that no Data placed in the public domain: (i) will contain the name, social security number, or 

street address of any borrower or other information that would allow the borrower to be 

B-5 

CONFIDENTIAL WF_GARCIA_00003042
identified; or, (ii) will, if presented in a form that links the Servicer with the Data, include (x) 

information other than program performance and participation related statistics, such as the 

number of modifications or extinguishments, performance of modifications, characteristics of the 

modified loans, or program compensation or fees, or (y) any information about any borrower 

other than creditworthiness characteristics such as debt, income, and credit score. In any Data 

provided to an enforcement or supervisory agency with jurisdiction over the Servicer, these 

limitations on borrower information shall 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 of the Treasury. 

(b) Servicer shall not publish, or cause to have published, or make public use of Fannie 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. 

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

(i.e., "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 ANY OF THE PROGRAMS 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 ANO REGARDLESS OF WHETHER OR NOT THE DAMAGES WERE 

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

LIMITFANNIEMAE'SOBLIGATIONTOREMITPURCHASEPRICEPAYMENTSTOSERVICER 

IN ITS CAP A CITY AS FINANCIAL AGENT OF THE UNITED STA TES 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 or 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 of the 

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

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

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

attorneys' fees. 

B-6 

CONFIDENTIAL WF_GARCIA_00003043
IN WITNESS WHEREOF, Servicer hereby executes this Financial Instrument on the date set forth below. 

Wells Fargo Bank, N,A.: 

[Name of Authorized Official] M tC!f-t\el-

[Title of Authorized Official] ev P 

B-7 

CONFIDENTIAL WF_GARCIA_00003044
EXHIBITC 

FORM OF CERTIFICATION 

CONFIDENTIAL WF_GARCIA_00003045
CERTIFICATIQN 

This Certification is delivered as provided in Section l.C. of the Amen.ded and Restated Connnitment to Purchase Financial Instrument and Service 

Participation Agreement (the "Connnitment"), effective as of[fNSJ:l\vT], by and between Federal National Mortgage Association ("Fannie Mae"), 

federally chartered corporation, acting as financial agent of the United States, and the undersigned party (".Servicer"). All terms used, but nc 

defined herein, shall have the meanings ascribed to them in the Connnitmenl. 

Servicer hereby certifies, as of[[N'SE!{I'PATE ONWBICB CERTIFICATICJNIS GIVEN], that: 

1. Servicer is established under the laws of the United States or any stale, territory, or possession of the United States or the 

District of Columbia, 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 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, 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 Bousing 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 

necessa1y to authorize the performance of its obligations under the Programs in which Servicer participated 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, except to the extent of any contractual limitations under applicable pooling and 

servicing agreements and other servicing contracts to which Servicer is subject. Servicer is not aware of any other legal or 

financial impediments to performing its obligations under the Programs or the Agreement and has promptly notified Fannie Mae of 

any financial and/or operational impediments which may impair its ability to perform its obligations under the Programs 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 coniested 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 Services have been offered by Servicer lo borrowers, 

fully documented and serviced by Servicer in accordance with the applicable 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 lo, 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 business records, 

as and when provided. 

4. Servicer has: (i) performed the Services required under the Program Documentation and the Agreement in accordance 

with the practices, high professional standards of care, and degree of attention used in a well-managed operation, and no less than 

that which the Servicer exercises for itselfunder 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 Programs in which it participated in accordance with the Agreement. 

5. Servicer has complied with all regulations on conflicts of interest 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), as they related to the Programs in which Servicer participated. 

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

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

interest, bribery, or gratuity violations found in Title 18 of the United States Code; or (b) the civil False Claims Act (31 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 of Servicer has committed, or may have committed, a violation of the referenced 

statutes. 

C-1 

CONFIDENTIAL WF_GARCIA_00003046
7. Servicer has disclosed 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 Servicer and its contractors to help protect the reputational interests of the 

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

8. Servicer acknowledges that Fannie Mae and 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 

Programs and their 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 of record maintained by Fannie Mae on behalf of 

the Treasury is accurate and complete. 

9. 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 Programs in which Servicer participates, which may require additional 

support from Servicer. Servicer has provided such additional customer service call support as Fannie Mae has reasonably 

requested to support such Programs. 

10. 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 

has fully and promptly cooperated with FaIU1ie 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. 

11. Solely if Servicer has elected to participate in the Second Lien Modification Program by executing and delivering to 

Fannie Mae a Service Schedule relating thereto, Servicer acknowledges that each mortgage loan it modified under the Second Lien 

Modification Program was, at the time of modification, second in priority relative to the first lien that was modified under the 

Programs. 

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

Mac immediately, 

Wells Fargo Bank, N.A.: 

[Name of Authorized Official] 

[Title of Authorized Official] 

Date 

C-2 

CONFIDENTIAL WF_GARCIA_00003047
EXHIBITD 

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT 

CONFIDENTIAL WF_GARCIA_00003048
ASSIGNMENT AND ASSUMPTION AGREEMENT 

!hjs ~~signment and Assumption Agrn~rne°:t (the "Assignrne11t ~11d As~~mption Agreement,,)is e11tered into as of().N,,~~RJ1 

Pf\JEJ~y a11d. b~tween [INSERT flJLL LEOALNAlvfEQFASSIGNORj ("Assignor") and [INSERT flJLJ:t,EGAI;5N,\ME 

PF •ASSIGNEl;l] ("Assignee"). All terms used, but not defined, herein shall have the meanings ascribed to them in the 

lJnderlying Agreement (defined below). 

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

lJnited States ("Fannie Mae"), are parties to an Amended and Restated Commitment to Purchase Financial Instrument and 

Servicer Participation Agreement, a complete copy of which (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 all of its rights and obligations under the Underlying Agreement with 

respect to the Eligible Loans that are identified on the schedule attached hereto as Schedule I (collectively, the "Assigned 

Rights and Obligations"); and 

WHEREAS, Assignee has agreed to assume the Assigned Rights and Obligations. 

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

parties hereto agree as follows: 

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

with respect to the Assigned Rights and Obligations. 

2. Assumption. Assignee hereby accepts the foregoing assignment and assumes all of the rights and obligations of Assignor 

under the Underlying Agreement with respect to the Assigned Rights and Obligations. 

3. Effective Date. The date on \Vhich the assig~mentand assumption of rights and obHgations under the Underlying 

Agreement is effective is [INSERT EFFEt!TIVEDA'l'EPfASSIG1'J1\1ENT/ASSlJMP'[ION]. 

4. Successors. All future transfers and assignments of the Assigned Rights and Obligations transferred and assigned hereby 

are subject to the transfer and assignment provisions of the TJnderlying Agreement. This Assignment and Assumption 

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

D-1 

CONFIDENTIAL WF_GARCIA_00003049
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 of the date set forth in Section 3 above. 

18~!9.~Q~j: tmsfiift.;F'Oit?tiEGiIJWA.Ml~/QE 

A;.S.SJQ .QR 

By: _________________ _ 

Name: ------------------ Ti tie: ------------------ Date: ------------------

D-2 

By: ______________ _ 

Name: --------------- Tit I e: 

Date: ---------------______________ _ 

CONFIDENTIAL WF_GARCIA_00003050
SCHEDULE 1 

To 

ASSIGNMENT AND ASSUMPTION AGREEMENT 

D-3 

CONFIDENTIAL WF_GARCIA_00003051
EXHIBITE 

FORM OF COVER SHEET 

CONFIDENTIAL WF_GARCIA_00003052
Cover Sheet for Transmission of Amended and Restated Commitment to Purchase Financial 

Instrument and Servicer Pa~ticipation Agreement and Related Documents 

.EJ:2!!ll Federal National Mortgage Association, a federally chartered corporation, as financial agent of the 

United States ("Fannie Mae") 

Copy To: The U.S. Department of the Treasury, [JN$ilRT:TREA.StrRYCONTA.CT] 

Date: [l]{SERt ])f\'tE OR'fR.1\'NSMISSlON] 

Method o.r Trans111isslon:. [F,J~niliilf ti (PJSE!};r,,ii.A:x:WHE,?~()F' ~13~ '{I<JE;J] [[l!n,i_@i1,\!1'fl,\f fil~ 

amw!iecl·Jo [INSERT. SER VlCEREMAIμ 6.DPRESSJ [S pecifyiit\lerm'ethoq o.f electron.ic delifery]J 

NOTICE 

[IF i'tHIS TRANSMISSIONOC@tiR.S,·.UPONf E:XECUTION,• OILGOMMITMENT':]This transmission 

constitutes notice to Servicer that the Amended and Restated Commitment to Purchase Financial Instrument 

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

Service Schedule(s) and 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, 

the Service Schedule(s) and the Financial Instrument. 

[IF,THISJ:RJi'.t-.fsMISSION·occbRslNcoNN'EdTI()NWITII.])ELIVERY'()FAo'p'iiffONA.LSBlfVIQE 

SCHEI)ULES.:j This transmission constitutes notice to Servicer that Additional Service Schedule(s) and a 

Certification have been delivered by Servicer to Fannie Mae, pursuant to Section 4 of the Amended and 

Restated Commitment to Purchase Financial Instrument and Servicer Participation Agreement, by and 

between Fannie Mae and Servicer (the "Commitment"). The Additional Service Schedule(s) and the 

Certification attached hereto have been fully executed and are effective as of the date set forth in the 

Additional Service Schedule(s). 

Copies of the fully executed Additional Service Schedule(s) and the Certification are attached to this 

transmission for your records. 

E-1 

CONFIDENTIAL WF_GARCIA_00003053
AMENDMENT 

to 

AMENDED AND RESTATED COMMITMENT TO PURCHASE 

FINANCIAL INSTRUMENT 

and 

SERVICER PARTICIPATION AGREEMENT 

This Amendmenl lo Amended and Restated Commitmenl to Purchase Financial lnslrumcnt and 

Servicer Participation Agreement (this "Amendment") is entered into and effective as of April I, 

2015, by and between Federal National Mortgage Association, a federally chartered corporation, 

as financial agent of the United States ("Program Administrator") and the undersigned party 

( "Serv iccr" ). 

Recitals 

WHEREAS, the U.S. Department of the Treasury (the "Treasury") has established a Making 

Home Affordable Program ("MHA") pursuant to sections 101 and 109 of the Emergency 

Economic Stabilization Act of 2008 (the "Act"), as section 109 of the Act has been amended by 

section 7002 of the American Recovery and Reinvestment Act of 2009; 

WHEREAS, Treasury has established a variety of programs (the "Programs'') under MHA, 

including, but not limited to, the Home Affordable Modification Program ("HAMP"), to stabilize 

the housing market by facilitating loan modifications and making other foreclosure prevention 

services available to the marketplace; 

WHEREAS, Fannie Mae and Freddie Mac (collectively, the "GSEs") have required their 

scrvicers to modify eligible loans owned, securitized or guaranteed by each GSE ("GSE Loans") 

in accordance with GSE HAMP requirements ("GSE Services"); 

WHEREAS, Servicer elected to participate in the Programs with respect to loans not owned, 

securitized or guaranteed by the GSEs and accordingly entered inlo an Amended and Restated 

Commitment to Purchase Financial Instrument and Servicer Participation Agreement with the 

Program Administrator (the "Commitment"; and logether with all documents incorporated 

therein by reference, and all amendments and modifications thereto, the "Agreement") under 

which Servicer performs certain Services as that term is defined in the Agreement; 

WHEREAS, pursuant to the Agreement, Servicer executed and delivered Service Schedule A-1, 

under which Servicer elected to participate in HAMP; and 

WHEREAS, the Program Administrator and Servicer desire to amend the Commitment in order 

to provide for Services under Service Schedule A-1 with respect to certain GSE Loans, as more 

particularly described below. 

Accordingly, in consideration of the representations, warranties, and mutual agreements set forth 

herein and for other good and valuable consideration, the receipt and sufficiency of which are 

hereby acknowledged, the Program Administrator and Servicer agree as follows: 

CONFIDENTIAL WF_GARCIA_00003054
Agreement 

1. Definitions 

A. Capitalized tenns used but not defined herein, including, but not limited lo, as ddincd in 

the Recitals to this Amendment, shall have the meanings ascribed to them in the Agreement. 

2. Amendments 

A. The Ninth Recital in the Commitment is hereby deleted in its entirely and replaced with 

the following: 

WHEREAS, Fannie Mae and Freddie Mac approved serviccrs are being 

authorized through their respective servicing guides, announcements and 

bulletins, instructions and requirements (collectively, and as amended from time 

to time, the "GSE Servicing Guides") to perfonn certain Services (authorized by 

the GSEs) hereunder with respect to mortgage loans owned. securitizcd, or 

guaranteed by Fannie Mae or Freddie Mac (the "GSE Loans"); and, accordingly, 

this Agreement does not apply lo any other GSE Services provided to the GSEs 

under their respective GSE Servicing Guides; 

B. The introductory clause to Section I .B. is amended to read as follows: "Subject to 

Sections 2.D. and I O.C.,". 

C. Section 2.B. is amended to add the following as the final sentence in such Section: 

"Servicer shall not have the foregoing obligations with respect lo the GSEs and 

GSE Loans." 

D. Section 2.D. of the Commitment is hereby deleted in its entirely and replaced with 

the following: 

D. Fannie Mae and Freddie Mac each has authorized Servicer through the GSE 

Servicing Guides to perform certain Services with respect to GSE Loans under 

this Agreement and Service Schedule A-1 ("GSE SPA Services"). This 

Agreement does not apply to any GSE Services provided to the GSEs under their 

respective GSE Servicing Guides that do not also constitute GSE SPA Services. 

E. The following is added to the Commitment as Section 12.E: 

E. Other than the Recitals and Section 2.D. above, all references to "Freddie 

Mac" in the Commitment, the Financial Instrument and the Certifications shall be 

deemed to refer to either (I) Freddie Mac, in its capacity as financial agent of the 

United States and compliance agent of the Programs or, (2) if Freddie Mac does 

2 

CONFIDENTIAL WF_GARCIA_00003055
not act as compliance agent with respect lo Services performed on GSE Loans, 

such other third party as Treasury may designate to act as compliance agent with 

respect lo Services performed on GSE Loans. Other than the Recitals and Section 

2.D. above, all ref ercnces to "Fannie Mac" in the Commitment, the Financial 

Instrument and the Certifications shall be deemed to refer to Fannie Mae, in its 

capacity as financial agent of the United Stales and Program Administrator of the 

Programs. 

3. Representations and Warranties 

A. Servicer represents and warrants to the Program Administrator, Freddie Mac and 

Treasury, as of the date hereof, that Servicer has the full corporate power and authority to enter 

into, execute, and deliver this Amendment. 

4. Miscelhmeous 

A. The Recitals set forth al the beginning of this Amendment are true and accurate and are 

incorporated herein by this reference. 

B. All references lo the "Commitment" and the "Agreement" (or words of similar effect) in 

the Commilment, the Agreement, any document issued or delivered thereunder, and any 

amendment or modification thereto (including, without limitation, the Service Schedules, 

Financial Instrument, Assignment and Assumption Agrcemcnt(s), Certifications and Program 

Documentation) (collectively, the "Related Documents"), shall mean the Commitment and the 

Agreement, each as amended hereby. 

C. Except as expressly set forth herein, all of the terms and provisions of the Agreement and 

the Related Documents are and shall remain in full force and effecl. 

D. Any provision of this Amendment that is determined to be 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 of this Amendment, and 

no such prohibition or unenforceability in any jurisdiction shall invalidate such provision in any 

other jurisdiction. 

E. This Amendment may be executed in two or more counterparts (and by different parties 

on separate counterparts), each of which shall be deemed an original, but all of which together 

shall constitute one and the same instrument. Facsimile or electronic copies of this 

Amendment sha11 be treated as originals for all purposes. 

[SIGNATURE PAGE FOLLOWS; REMAINDER OF PAGE 

INTENTIONALLY LEFT BLANK] 

3 

CONFIDENTIAL WF_GARCIA_00003056
In Witness Whereof. Servicer and Program Administrator by their duly authorized officials hereby execute and 

deliver this Amendment as of the date first wrinen above. 

Wells Fargo Hank. N.A. 

By: 

Name: Michael J. Heid 

Tillc:_Ex_e_cu_t_i v_e_vi_· c_e_P_r_e_si_d_en_t _______ _ 

DaLe:_3_-_3_-_I t""° __________ _ 

4 

FANNIE MAE. solely as Financial Agent of the 

United States 

Ry: 

Name: I< Ori A . v\/1 tl L{ 0v\ 

Tille; VP/ IY\l:\ Yl -i -Fovee(oSLH~ W(Vb'lf1on. 

Date: 3j td 1'1 

CONFIDENTIAL WF_GARCIA_00003057