COMMITMENT TO PURCHASE FINANCIAL INSTRUMENTand

SERVICER PARTICIPATION AGREEMENTfor the

HOME AFFORDABLE MOOU'ICATION PROGRAMunder the

EMERGENCY ECONOMIC STABILIZATION ACT OF 2008

This Commitment to Purchase Financial Instl1lment and Serviccr Participation Agreement (the "Conuuitment") is entered into as ofthe Effective Datc, by and between Fedcral National Mortgage Association, a tbderally chartered corporation, as financial agent ofthe United States ("Fannie Mac"), and the wldersigned party ("Servicer"). Capitalized tenns used, but not defined contextually,shall have the meanings ascribed to them in Section J2 below.

Recitals

WHEREAS, the U.S. Department ofthc Treasury (the "Treasury") has established a Home Affordable Modification Program (the"Program") pursuant to section 101 and 109 ofthc Emcrgcncy Economic Stabilization Act of2008 (thc"Act"), as scction 109 ofthc Act has been amended by section 7002 of the American Recovery and Reinvestment Act of2009;

WHEREAS, the Program includes loan modification and other foreclosurcprevention services;

WHEREAS, Fannie Mac has been designated by the Treasury as a financial agent of the United States in connection with theimplementation of the Program;

\VHEREAS, Fannie Mae will, in its capacity as a fmancial agent of the United Statcs, fulfill the roles of administrator, recordkeeper and paying agent for the Program, and in conjunction therewith must standardize certain mortgage modification andforeclosure prevention practices and procedures as they rclate to the Program, consistent with the Act and in accordance with thedirectives of, and ,"'Hidance provided by, the Treasury;

WHEREAS, Federal Home Loan Mortgage Corporation ("Freddie Mac") has been designated by the Treas\uy as a tinancial agentof the Unitcd States and will, in its capacity as a financial agent of the United Statcs, fulfill a compliance role in connection with theProgram; all references to Freddie Mac in the Agrcement shall be in its capacity as compliance agent of thc Program;

WHEREAS, all Fannie Mae and Freddie Mac approved scrvicers arc being directed through thcir rcspective servicing guides andbulletins to implcment the Program with respect to mortgage loans owned, secuJitized, or guaranteed by Fannie Mac or FrcddieMac (the "g~'i~LoaIl'i"): accordingly, this Agreement docs not apply to the aSE Loans;

WHEREAS, all other servicers, as well as Fannie Mae and Freddie Mac approved servicers, that wish to participate in the Programwith respect to loans that are not aSE Loans (collectively, "Participating Scrvicers") must agree to certain tenns and conditionsrelating to the respective roles and responsibilities of Program participants and other fmancial agents of the govemment; and

WHEREAS, Scrvicer wishes to participate in the Program as a Participating Scrvicer on the temlS and subjeet to thc conditions setforth herein.

Accordingly, in consideration of the represcntations, warranties, and mutual agreemcnts set forth herein llnd for other good llndvaluable consideration, the receipt and sufficiency ofwhich are hcreby acknowledged, Fannie Mae and Servieer agree as follows.

Agreement

1. Services

A. Subject to Section 10.C., Servieer shall perform the loan modification and other foreclosure prevention scrviees(collectively, the "Services") described in (i) the Financial Instnunent attached hereto as Exhibit A(the "Financial Instrument"); (ii)the Program guidelines and procedures issued by the Treaswy, including, without limitation, the net present value assessmentrequirements of the Program (the "Program Guidelines"); and (iii) any supplemental documentation, instmctions, bulletins, letters,directives, or other communications, including, but not limited to, business continuity rcquiroments, compliance requircments,pcrformance requirements and related remedies, issued by the Treaswy, Fannie Mae, or Freddie Mac in order to change, or furtherdescribe or clarify the scope of, the rights and dutics of the Participating Servicers in eOlmeetion with the Program (the"Supplemental Directives" and, together with thc Program Guidelincs, thc "Program Documentation"). The ProgramDocumentation will be available to all Participating Servieers at "ww.finaneialstability,gov. Thc ,Program Documcntation, as thesame may be modified or amended jrom time to time in accordance with Section 10 below, is hereby incorporated into theCommitment by this reference.

B. Serviccr's rcpresentations and wan'anties, and aeknowledgcment of and agreement to fulfill or satisfy certain duties andobligations, with respect to its participation in the Program and under the Agreement arc set forth in the Financial Instrument.Servicer's certification as to its continuing compliance with, and the truth and accuracy of, the representations and warranties setforth in the Financial Instnnllent will be provided allllually in the form attached hereto as Exhibit B (the "£\llllUal CeI1ifieation"),begilllling on June 1,20 I0 and again on June I of each year thereafter during the Tenn (as detined below).

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

2. Authority and Agreement to Participate in Program

A. Servieer shall perform the Services for all mortgage loans its services, whether it services such mortgage loans for its ownaccount or for the account of another party, ineludulg any holders of m0l1gage-baeked securities (each such other party, an"Investor"). Servieer sball use reasonable eff0l1s to remove all prohibitions or impediments to its authority, and use reasonableefforts to obtain all third party consents and waivers that are required, by contract or law, in order to effectuate anymodificationofa mortgage loan Ullder the Program,

B. Notwithstanding subsection A., if (x) Servicer is unablc to obtain allnecessaly consents and waivers for modifying amortgage loan, or (y) the pooling and servicing agreement or other sunilar servicing contract governhlg Servieer's servicing of amortgage loan prohibits Servicer trom performing the Services for that mortgage loan, Servicer shall not be required to perform theServices with respect to that mortgage loan and shall not receive all 01' any portion of tbe Purchase Price (as detined below)othenvise payable with respect to such loan.

C, Notwithstanding anything to the contrary contained herein, the Agreement docs not apply to GSE Loans. Servicers aredirected to the servicing guides and bulletins issued by Fannie Mac and Freddie Mac, respectively, concerning the Program asapplied to GSE Loans.

D. Servicer', pcrfonnance of the Services and implemcntation "fthc Prof,,'l'am shall be subject to rcview by Freddie Mac andits agents and designees as more fully set forth in the Agreement.

3. Set Up; Prerequisite to Payment

Servicer will provide to Fannie Mac: (a) the set up infonnation required by the Program Documentation and any ancillary oradministrative infonnation requested by FanrueMae in order to process Servieer's participation in the Program as a ParticipatingServicer on or before the Effective Date ofthe Commitment; and (b) the data elements for each mortgage eligible for the Program

·2·

as and when described in the Program Docmnentation and the Financial Instrument. Purchase Price payments will not be remittedpursuant to Section 4 with respect to any modified mortgage for which the required data elements have not been provided.

4. Agrecmelltio Purchase Financiallnslrurnent;Payrnenl of Purchase Price

A. Fannic Mac, in its capacity as a financial agent of the United States, agrces to purchase, and Serviccr agrees to sell to FannieMac, in such capacity, the Financial Instrument that is executed and delivered by Servicer 10 Fannie Mac in the form attachedhcreto as Exhibil A, ill consideration for the payment by Fannie Mae, as agent, of the Purchase Price (defined beiow). Theconditions precedent 10 the payment by Fannie Mae ofthe Pnrchase Price are: (a) the execntion and delivery of the Commitmentand the Financial Instrument by Scrvicer to Fannie Mac; (b) the execution and delively by Fannie Mac of thc Commitment toServicer; (c) the delivcry ofcopies of the fully cxccuted Commitment and Financiai InstTWnent to Trcasury on the Effective Date;(d) the perfomlance by Serviccr ofthc Scrviccs dcscribcd in the Agreement, in accordance with the tenns and conditions thereot~ tothe rcasonable satisfaction of Fannie Mac and Frcddie Mac; and (e) thc satisfaction by Servicer of such other ohligatiOlh' as are setforth in the Agreement,

B. Solely in its capacity as the financial agcnt of the United States, and subject to subsection C. below, Fannie Mac shall: (i) remitcompensation payments to ServiceI'; (ij) remit incentive payments to ServiceI' for the account of Servicer and for the credit ofbon-owers lUldet their respective mortgagc loan obligations; and (iii) remit payments to Selvicer for the account oflnvestors, incach case in accordance with the Program Documentation (all such payments, eollectivcly, thc "p..lJIj;hase Price"); all paymcntsremitted to Servieer for the credit ofbon-owers or for the accowlt Oflnvestors um[cr the Program Docnmentation shall be appliedby Servicor to the bon-owers' respective mortgage loan obligations, or remitted by Serviccr to Investors, as required by the ProgramDocumcntation. Fannie Mae shall have no liability to Servicer with respect to the payment of thc Purchase Price, unless and until:(a) Serviccr and all other interested parties have satisfied all pre-requisites set forth herein and in the Program Documentationrelating to the Program payment stmcture, including, but not limited to, the delivery ofall data elemcnts required by Section 3 ofthis Commitment; and (b) the Treasury has provided funds to Fannie Mac for remittance to Selvicer, together with writtcn directionto remit the funds to Serviccr in accordance with the Program Documentation.

C. The Purchase Price will be paid to Selvicer by Fannie Mae as the financial agent of the United States as and when describedherein and in the Program Documentation in consideration for thc execution and delivery ofthe Financial Instnunent by Serviceronor before the Effective Date of the Agrccmcnt, upon the satisfaction of the conditions precedent to payment described insubsections A. and B. above.

D. The valuc of the Agreement is limited to $633,000,000 (the "Program Participation Cap"). Accordingly, the aggtegatePurchase Price payable to SeJvicer under the Agreement may not exceed the amount of the Program Palticipation Cap. For eachloan moditlcation that becomes effective, the aggregatc remaining Purchase Price availablc to be paid to Selvicer under theAgreement will be reduced by thc maximum Purchase Price potentially payable with respect to that loan modification. [n the eventthe Purchase Price actually paid with respect to that loan modification is less than the maximum PnrchasePrico potentially payable,the aggregate remaining Purchasc Price available to be paid to Servicer under the Agreement will be increased by the differencebetween such amounts. Notwithstanding the foregoing, no agreements with borrowers intended to result ill new loan modificationswill be effected under the Agreement, and no payments will be made with respect to any ncw loan modifications from and after thedatc 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 sale discretion, adjust the amount of the Program Participation Cap. Servicer will benotified of all adj\L~tments to the Program Participation Cap in ,witing by Fannie Mae.

E. Servieer shall maintain complete and accurate records of, and supporting documentation for, the bon-ower payment, including,but not limited to, PtTIA (principal, interest,taxes, insurance (including homcowner's insurance and hazard and flood insurance)and homeowner's association and/or condo fees), and delinquency information and data provided to Fannie Mae regarding eachagreement relating to a trial modification pcriod and each loan modification agreement executed under the Program, which will berelied upon by Fannie Mae when caiculating, as financial agent for the United States, the PurchasePrice to be paid by the Treasurythrough Fannie Mac or any othcr financial agent. Servicer agrees to provide Fannie Mae and Freddie Mac with documentation and

- 3 -

other info1l1lation with respect to any amounts paid by the Treaswy as may be reasonably requested by such parties. In the event ofa discrepancy or error in the amount of the Purchase Price paid hereunder, at Famlie Mae's election, (x) Servieer shall remit toFannie Mae the amowlt ofany overpayment within thirty (30) days of receiving a refund request from Fannie Mae, or (y) FannieMac may irmnediately offset the amount of the overpaymcnt against other amounts due and payable to Servicer by Fannie Mae, asfinancial agent of the United States, upon written notice to Servicer. ServiceI' shall still be obligated to credit to the respectivemortgage loan obligations of borrowers, and to the respective aecOlmts of Investors, any p0l1ion ofthe Purchase Priee to which theyare entitled (if any) notwithstanding such offset unless otherwise directed by Fannie Mae.

F. At the election and upon the dirc'<:tion of the Treasury and with prior written notice to Servicer, Fannie Mae may deduct fromany amount to be paid to Servicer any amount that Servieer, Investor, or borrower is obligated to reimburse or pay to the UuitedStates government, provided, however, that any amount withheld under this subsection F. will be withheld only from the amountspayable to, or for the account or credit of, the pal1y which is liable for the obligation to the United States govel1lment.

G. In the ovent th,tt the Agreement expires or is tcnninatcd pursuant to Section 5 or Section 6, and subject to Fannie Nlac's rightsunder Section 6, Fannie Mae shall, solely in its capacity as the financial agent of the United States, continue to remit all amountsthat are properly payable pursuant to subsection A. above to Servicer in accordance with the Program Documentation until paid infull, provided, however, that Porehase Price payments will be made only with respect to qualifying mortgage loan modificationsthat wcre submittcd by Servicer and accepted by Fannie Mae for inclusion in the Program in accordance with the ProgramDocumentation prior to the date of expiration or termination and that do not exceed the Program Participation Cap,

H. Notwithstanding anything to the contrary contained in subsection G. above, in the event lhat the Agreement is lemnnatedptlfsuant to Section 6 B, in cotmection with an Event of Defanlt by Servicer under Section 6 A., no compensation with respect toany loan will be paid to Servicer for the account of the Scrvicer subsequent to termination; subject to Fannie Mac's rights underSection 6, Famne Mae's only continuing obligations as financial agent of the United States subsequent to temlination will be toremit payments to Servicer (or, at Fannie Mac's discretion, an alternative provider) for the account of borrowers and Investom, usprovided in the Agreement.

I. Notwithstanding anything to the conlrmy contained in subsection F. above, in the event thut the Agreement is tenninatedpursuant to Section 6 C. in comlection with an Event ofDefault by an Investor or a borrower lmder Section 6 A., no compensationwith respect to any loan will be paid to Serviccr for thc credit or account ofthe defaulting party subsequent to termination; subjectto Fannie Mue's rights under Section 6, Fannie Mae's only continuing obligations as finmlciul agent of the United Statessubsequellt to tenninution will be to remit paymcnts to Servicer for the credit or account of non-defaulting parties as described inthe Program Documentation.

J. Notwithstanding anything to the contrary contained hcrein, Fannie Mae, in its capacily as thc finunciu! agent ofthe United Stutes,may reduce the mnolmts puyable to Servieer under Section 4.B" or obtain repayment of prior payments mude under Seetion4,B" incOImection with an Event of Defuult by Servicer or in cotmection with an evuluation of perfoffilanee that includes uny specificfmdings by Freddie Mac that Servicer's perforn,.nce lUlder any performance criteria established pursuant to the ProgramDoculltcntation is materially insufficient; provided, however, Farmie Mae will seck to obtain repayment of prior payments madeunder Scction 4.B, only with respect to loan modifications that are detennined by Fannie Mae or FreddieMae to have been impactedby, or that Fannie Mac or Freddie Mac believes may have been, or may be, impacted, by the Event ofDefault or tlndings giving riseto this remedy. These remedies ure not exclusive; they are available in addition to, and not in lieu ot; any other rcmedies available toFatmie Mae at law or in equity,

K, Notwithstanding anything to the eontrmy contained herein, Farmic Mae, in its capacity as the financial agent ofthe United States,may rednce the amollnts payable to Servieer for the credit or account of an Investor or a borrower under Section 4.8" or obtainrepayment of prior payments made for the credit or account of such pal1ies under Section 4.B" in connection with an Event ofDefanlt by an Investor or a borrower. Servieer will reasonably cooperate with, and provide reasonable support and assistance to,FallIne Mae and Freddie Mac in connection with their respective roles and, in Famlie Mac's case, in connection with its efforts toobtain repayment of prior payments made to Investors and borrowers as provided in this subsection. These remedies are not

- 4 -

exclusive; they are available iu addition to, and not iulieu 01; any other remedies available to Fannie Mac at law or in eqnity.

5. Term

A. Qualifying mortgage loans may be submitted by Selvicer and accepted by Fannie Mae as described in the Financlallnstl1lmellland the Program Documentation from and after the Effective Date until December 31, 2012 (the "initial Tenn"), subject toProgram extensions by the Treasury or earlier termination of the Agreement by Fannie Mac pursuant to the provisions hereof orsuspension or termination of the Program by the Treas\uy. provided, however, no new qualiljing mortgage loans may he submittedby Servicer or accepted by Fannie Mae from and after the date on which the Program Participation Cap is reached.

B. Servieer shall perfonn the Services described in the Program Documentation in accordance with the tenns and conditions ofthcAgreement during the Initial Tenn and any extensions thereof (the Initial Tenn, 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 reportingrequirements specified in the Program Documentation during and for the periods set forth thereIn; and (ii) complete all Servicesthat were initiated by Servicer, including, but not limited to, mortgage modifieatiol1S and the completion of all documentationrelating thereto, during the Term. Servicer agrees that it will work diligently to complete all Services as soon as reasonablypossible after the end of the Term or earlier termination.

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

,6. Oefanlts and Early Termination

A. The following constitute events of default under the Agreement (each, an "Event of Default" and, collectively, "Events ofDelimit"):

(I) Selvicer 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 eligibilitycriteria and other conditions precedent to modification specified in the Program Documentation aresatisfied prior to effectuating modifications under the Program.

(2) SeJvicer: (a) ceases to do business as a going concern; (b) makes a general assignment for thebenefit of, or enters into any arrangement with creditors in lieu thereof; (c) admits in writing itsinability to pay its debts as they become dne; (d) files a voluntary petition under any bankruptcy orinsolvency law or files a voluntary petition under the reorganization or arrangement pmvisions ofthelaws of the United States or any other jurisdiction; (0) anthorizes, applies for or consents to theappointment ofa tmstee or liquidator ofall or substantially all of its assets; (1) has any substantialpart of its propetty subjected to a levy, seizure, assigll1nent or sale for or by any creditor orgovenmlental agency; or (g) enters into an agreoment or resolution to take any of thc foregoingactions.

(3) Serviecr, any employee or contractor of Selvieer, or any employee or contractor of Servicers'contractors, or any Investor or borrower, commits a grossly negligent, willful or intentional, orreckless act (including, but not limited to, fraud) in connection with the Program or the Agrecment.

(4) Any representation, warranty, or covenant made by Selvicer in the Agreement or any AnnualCertification is or becomes materially false, misleading, incorrect, or incomplete.

(5) An evaluation of perfonnanee that includes any specific fllldings by Freddie Mac, in its solediscretion, that Servicor's perfonnancc under any performance criteria established pursuant to theProgram Documentation is materially insufficient, or any failure by Servicor to comply with any

- 5 -

directive issued by Fannie Mae or Freddie Mac with respect to documents or data requested, findingsmade, or remedies established, by Fannie Mae and/or Freddie Mac in conjunction with suchperformance criteria or other Program requirements.

B. Fannie Mac may take any, all, or none of the following actions upon an Event ofDefault by Servieer under the Agreement:

(I) Fannie Mac may: (i) withhold some or all ofthe Servieer's portion ofthe Purchase Price until, inFannie Mac's determination, Servicer has cured the default: and (ii) choose to utilize altemativcmeans of paying any portion of the Purchase Price for the credit or account of borrowers andInvestors and delay paying such portion pending adoption ofsuch alternative means.

(2) Fannie Mae may: (i) reduce the amounts payable to Servicer under Seetjon4.B; and/or (Ii) requirerepayment of prior payments made to Servieer under Section 4.B, provided, however, Fannie Maewill seck to obtain repayment of prior payments made tfider Section4.B. only with respect to loanmodi/kations that are determined by Fatmie Mae or Freddie Mac to have been impacted, or thatFannie Mae or Freddie Mac believes may have been, or may be, impacted, by the Event of Defaultgiving rise to the remedy.

(3) Fannie Mac may reqnire Servieer to submit to additional Program administrator oversight,including, but not limited to, additional compliance controls and quality control reviews.

(4) Fannie Mac may terminate the Agreement and cease its pcrfonnancc hereunder as to some or allof the mortgage loans subject to the Agreement.

(5) Fannie Mae may require Servicer to submit to information and reporting with respect to itsfmancial condition and ability to continue to meet its obligations under the Agreement.

C. Fannie Mae may take any, all, or none ofthe following actions upon an Event ofDefault involving an Investoror aborrower inconnection with the Program:

(I) Fannie Mae may withhold all or any portion oftha Purchase Price payable to, or fOI' the credit oraccomlt of, the defaulting party until, in Fannie Mac's determination, the default has been cured orotherwise remedied to Fallllie Mae's satisfaction.

(2) Fannie Mae may: (i) reduce the amounts payable to Servicer for the credit, or account of, thedefaulting party under Scction 4.B: and/or (ii) require repayment of prior payments made to thedefaulting party under Section 4.B. Servicer will reasonably cooperate with, and provide reasonablesupport and assistance to, Fannie Mae and Freddie Mae in eonnection with their respective roles an(~

in Fannie Mac's case, in connection with its efforts to obtain repayment of prior payments made toInvestors and borrowers as provided in this subsection.

(3) Fannie Mae Illay require ServiceI' to submit to additional Program administrator oversight,including, but not limited to, additional compliance controls and quality control reviews.

(4) Fannie Mae may cease its performance hereunder as to some or all of the mortgage loans subjectto the Agreement that relate 10 the defaulting Investor or borrower.

D. In addition to the termination rights set forth above, Fallllie Mae may terminate the Agreement imrnediatelyuponwritten noticeto Servicer:

- 6 -

(1) at the direction of the Treaswy;

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

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

(4) in the event that a matelial term of the Agreement is determined to he prohibited or wlenforceable asreferred to in Section I I.e.

E. The Agreement will te'rminatc automatically:

(J) in thc evenl that the Financial Agency Agreement, dated February 18, 2009, by and betweenFannie Mae and the Treasury is tenninated; or

(2) upon the expiration or termination of the Program.

F. The rcmedies available to Fannie Mae upon an Event of Default under this Section arc cmnulative and not exclusive; fhrther,these remedies arc in addition to, and not in lieu of, any other remedies available to Fannie Mac at law or in equity.

G. [n the event of termination of the Agreement under any circumstances, Servicer and Fannie Mae agree to cooperate with oneanother on an ongoing basis to ensure an effective and orderly transition or resolution of the Services, including the provision ofany infollnation, reporting, records and data requil'ed by Fannie Mac and Freddie Mac.

H. If an Event of Default under Section 6.A.I., Seetion6.A.4., or Section 6.A.5. oeenrs and Fannie Mac determines, in its solediscretion, that the Event ofDefault is cnrable and elects to exercise its right to terminate thc Agreement, Fannic Mae will providewritten noticc of the Event ofDefault to ServiceI' and the Agreement will terminate automatically thirty (30) days after Servicer'sreceipt of such notice, if the Evellt ofDefault is not cured by ServiceI' to the reasonable satisfaction ofFannie Mae prior to the cndof such thirty (30) day period. If Fannie Mac determines, in its sole discretion, that an Event of Default under Seetion6.A.I.,Section 6.A.4, or Section 6.A. 5. is not curable, or if an Event of Default under Section 6.A.2. or Section6.A.3. occurs, and FamueMae elects to exercise its right to tcruunate the Agreement under Section 6.B.4., Fannic Mae will provide written notice oftennination to the Servicer on or before the effective datc of the tenuination.

7. Disputes

Fmnue Mac and ServiceI' agree that it is in their mutual interest to resolve disputes by agreement. If a dispute arises under theAgreemenl, the parties will use all reasonable efforts to promptly resolve the dispute by mutual agreement. If a dispute cannot beresolved infonnally by mntual agreement at the lowest possible level, the dispute shall be referred up the respective chain ofcommand ofeach pat1y in au attempt to resolve the matter. This will be done in an expeditions manner. Servieer shall continuediligent perfollnanee of the Services pending resolution ofany dispute. Famue Mae and Servicer reserve the right to pursue otherlegal or equitable rights they may have coneCluing any ~ispute. However, the pat1ies agree to take all reasonable stcps to rosolvedisputes internally before commencing legal proceedings.

8. Transfer or Assignment

A. Servicer must provide written notice to Fmmie Mae and Freddie Mac pursuant to Section 9 below of: (i) any transfers orassignments of mortgage loans subject to this Agreement; and (ii) any other transfers or assigmnents of Servicer's rights andobligations under this Agreement. Such notice must include paymeut instructions for payments to be made to the transferee orassignee of the mortgage loans subject to the notice (if applicable), and evidence of the assumption by SUcll transferee or assigneeof the mortgage loans or other rights and obligations that are transfeJTed, in the fornl of Exhibit C (the "Assiglllnent and

. 7 •

Assumption Agreement"). Servicer acknowledges that Fannie Mae will continue to remit payments to Servicer in accordance withSection 4.8. with respect to mortgage loans that have beon assigned or transferred, and that Servieer will bo liable forunderpayments, overpayments and misdirected payments, nnless and lUltil such notice and an executed Assignment andAssumption Agreement are provided to Fannie Mac and Freddie Mac. Any purported transfer or assigrunent ofmortgage loans orother rights or obligations under the Agreement in violation of this Section is void.

B. Servicer shalI notify Fannie Mac as soon as legally possible ofany proposed merger, acquisition, or other change ofcontrol ofServicer, and ofany financial and operational circumstances which may impair Servicer's ability to pcrfonn its obligations underthe Agreement

9, Notices

All legal notices under the Agreement shall be in writing and referred to each party's point of contact identified below at theaddress listed below, or to such other point ofcontact at such other address as may be designated in writing bysuch party. All suchnotices under the Agreement shall be considered reeeived: (a) when personally delivered; (b) when delivered by commercial over­night courier with verilieation receipt; (c) when sent by confumed facsimile; or (d) three (3) days after having been sent, postageprepaid, via certified mail, return receipt requested. Notices shall not be made or delivered in electronic form, except as provided inSection 12 B. below, provided, however, that the party giving the notice may send an e-mail to the party receiving the noticeadvising that party that a notice has been sent by means permitted under this Section.

To Servieer:

GMAC Mortgage, LLC1100 Virginia DriveFt. Washington, PA 19034Attention:Facsimile:email:

To Fannie Mac:

Fannie Mae3900 Wisconsin Avelll\e, NWWashington, DC 20016Attention: General CounselFacsimile:email:

To Treasury:

ChiefOffice ofHomeownership PreservationOffice of Financial StabilityDepartment of the Treasury1500 Pennsylvania Avenue, NWWashington, DC 20220Facsimile: (202) 622-9219

- 8 -

To Freddie Mae:

Freddie Mac8100 Joncs Branch DrivcMcLcan, VA 22102Attention: Vice President, Making Home Aftbrdable -- ComplianceFacsimile: (703) 903-2544Email to: MHA_Compliance@freddiemae.eom

10. Modifications

A. Subjcct to Sections 10.B. and IO.C., modifications to thc Agreement shall be in writing and signed by Fannie Mae and Serviccr.

B. Fannie Mae and the Trcasmy each reserve the right to unilatcrally modify or supplcment thc terms and provisions of theProgram Documentation that rclate (as detennined by Fannic Mac or the TrcasUlY, in their reasonable discretion) to the complianceand perfonnancc rcquircmcnts of thc Program, and related remedies established by Freddie Mac, and/or to technical,administrative, or procedural matters or compliance and reporting requirements that may impact the administration ofthe Program.

C. Notwithstanding Scctions IO.A. and 1O.B., any modification to the Program DocUlnentation that materially impact the borrowerc1igibility requircments, the amollllt of payments of the Purchase Price to be made to Participating Servicers, Investors andborrowers under thc Program, or the rights, duties, or obligations ofParticipating Servicers, Investors or borrowers in connectionwith the Program (cach, a "Program Modification" and, collectively, the "Program Modifications") shall bc effective only on aprospcctivc basis; Participating Scrvicers will be afforded the opportunity to opt-out ofthe Program whenProgr'dlllModificationsare published with respect to some or all of the mortgage loans sought to be modificd undcr the Program on or after the effectivedatc of thc Program Modification, at SeIvicer's discretion. Opt-out procedures, including, but not limited to, thc time and processfor notification ofelection to opt-out and thc window for such election, will be set forth in the Program Documentation describingthe Program Modification, providetl, however, that Scrviccr will be given at least thilty (30) days to elect to opt-out ofa ProgramModification. For the avoidance ofdoubt, during the pcriod during which Selvicer may elect to opt-out ofa Progranl Modificationand aner any such opt-out is elected by Servicer, Servicer will continue to perfonn thc Services described in the FinancialInstnullent and the Program Doenmentation (as the Program Documentation existed inunediately prior to the publication of theProgram moditlcation prompting the opt-out) with respect to qualifying mortgage loan modifications that were submitted bySetvicer and accepted by Fannie Mae prior to the opt-out.

1I. Miscellaneous

A. Thc Agreement shall be governed by and construed under Federal law and not the law ofany state or locality, without reterenceto or application of the conflicts of law principles. Any and all disputes between the parties that Calliot be settled by mutualagreement shaU be resolved solely aod exclusivcly in the United Statcs Federal courts loeatcd within the District ofCohunbia. Bothparties consent to the jurisdiction and venue ofsuch courts and irrevocably waive any objections Ulercto.

B. The Agreement is not a Federal procurement contract and is therefore not snbject to the provisions of the Federal PropertyandAdministrative Services Act (41 U.S.C. §§ 251-260), the Fcdcral Acquisition Regulations (48 CFR Chapter 1), or any otherFederal procurement law.

C. Any provision of the Agreement that is detel'Dlined to be prohibited or nnenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent ofsuch prohibition or Ullenforceability without invalidating the remaining provisions offheAgrccment, and no such prohibition ot' unenforceability in any jurisdiction shall invalidate such provision in any otherjurisdiction.

- 9 -

D. Failure on the part ofFannie 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 wiJI be valid unless in writing andsigned by an authorized officer ofFannie Mac. No failure by Fannie Mae to exercisc any right, remedy, or power hereunder willoperate as a waiver thereof, The rights, remedies, and powers provided herein arc cumulative and not exhaustive of any rights,remedies, and powers provided by law.

E. The Agreement shall inure to the benefit ofand be binding upon the parties to the Agreement and their permitted suecessors-in­interest.

F. The Commitment and the Assignment and Assumption Agreement (if applicable) may be exeented 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 Oneand the same instnunent.

G. The Commitment, together with the Financial Instillment, the Atmual Certifications, the Assigmnent and AssumptionAgreement (if applicable) and the Program Doelunentation, constitutes the entire agreement of the parties with respect to thesubject matter hereof. In the event of a conflict between any of the foregoing doetnnents and the Program Documentation, theProgram Doewnentation shall prevail. In the event ofa 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 continuingeffectiveness, including, but JlOt limited to, Sections 4, 5 B., 6 F., 6 G" 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 rclate to, or may impact,the ability of Fannie Mae and Freddie Mac to fullill thcir responsibilities as agents of the United States in eOJlJleetion with theProgram, shall survive the expiration or temlination of the Agreement.

12. Defined Terms; Incorporation by Referenee

A. All references to the "Agreemem" necessarily include, in all instances, the Commitment and all docwnents ineOlT'Orated into theCommitment by referencc, whcther or not so noted contextually, and all amendments and modifications thereto. Specific reterencestlu·oughout the Agreement to individual documents that are incorporated by reference into the Commitrnent arc not inclusive ofanyother documents that arc incorporated by reference, wtless so noted contextually.

B. The tenn "Effecth,e Date" meanS the date On which Famlle Mae transnllts a copy of the fully executed Commitment andFinancial Instmment to Treasury and Servieer with a completed cover sheet, in the form attached hereto as Exhibit D (the "CoverSJw~"). The Commitment and Financial Instnlment and accompanying Cover Shect will be faxed, emailed, or made availablethrough other eleetrOllle means to Treasury and Serviccr in accordance with Section 9.

C. The Program Documentation and Exhibit A- Form ofFinancial Instillment, Exhibit B - Form ofAnnual CCltification, ExhibitC - Form of Assignment and Assumption Agrcement and Exhibit D - FOlm of Cover Sheet (in each case, in fonu and, uponcompletion, in subs~1nce), including all amendments and modifications thereto, arc incorporated into this Commitment by thisrclerence and given the same force and effect as though fully sct forth herein.

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

- 10

Iu Witness Whereof, Servicer aud FlUmie Mae by their duly authorized officials hereby execute aud deliver this Commitment toPurchase Fillunciullnstmment and Servieer PlUiicipation Agreement as of the Effective Date.

SERVICER: (jMAC Mortgage, LLC

~~:lle:;W:L~,{(± _Title:...£1Jl._.Q,.....l<Lf.hie£ SUv'1C \ "J o~f.;~ll ·Date: __~+/<!-pqL..-_·----·-------

EXHIBITS

FANNIE MAE, solely as Financial Agent of theUnited Sta s

Title: Vlie,Date:.__.__._. l:b..l~'_'_'.o",,-q'--l--_

Exhibit A

Exhibit B

Exhibit C

Exhibit D

Form of Financial Instnunent

Fonn of Annual Certification

Fonn ofAssiglullent and Assumption Agreement

Form of Cover Sheet

- I I

EXHIBIT A

FORM OF FINANCIAL INSTRUMENT

FINANCIAL INSTRUMENT

This Financiallnstnunent is delivered as providcd in Section 1of the Commitment to Purchase Financial Instrument andServicer Participation Agreement (the "Commitment"), entered into as of the Effective Date, by and between FederalNational Mortgage Association ("Fannie Mae"), a federally chartered corporation, acting as financial agent ofthe UnitedStates, and the undersigned party ("Servicer"). This Financiallnstnunent is effective as of the Effective Datc. All of thecapitalized tcnns that arc 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 asfollows:

I . Purchase Price Consideration; Serviecs. This Financial Instrument is being purchased by FalmicMae pursuant toSection 4 of the Conunitment in consideration for the payment byFannic Mae, in its capacity as a financial agcntof the United States, ofvarious payments detailed in the Program Documentation and referred to collectively inthe Commitment as the "Purchase Price." The conditions precedent to the payment by Fannie Mae of thePurchase Price are; (a) the exeention and delivery ofthis Financial Instmment and the Comminnent by ServicertoFannie Mac; (b) the execution and delivery by Fannie Mac of the Commitmlmt to Servicer; (c) the delivery ofcopies of the fully execnted Commitment and Financial Instmment to Treasury on the Effective Date; (d) theperformance by Servicer ofthe Services described in the Agreement; and (e) the satisfaction by Servieer ofsuehother obligations as are set forth in the Agreement. Servicer shall perform aU Services in consideration for thePurchasc Price in accordance with the terms and conditions of the Agrccment, to the reasonable satisfaction ofFannie Mae and Freddie Mac.

2. Anthority and Agreement to Participate in PrO'U!lln. Subject to the limitations set forth in Section 2 of theAgreement, Servicer shall usc reasonable efforts to remove all prohibitions or impediments to its authority and toobtain all third party consents and waivers that arc required, by contract or law, in order to effectuate any loanmodification under the Program.

3. Audits. Reporting and Data Retention.

(a) Freddie Mac, the Federal HousJIlg Finance Agency and other parties designated by the Treasury orapplicable law shall have the right during normal business bours to conductlmannounced, informalonsite visits and to conduct fonnal onsite and offsite physical, personnel and infonnation teclmologytcsting, secm1ty revicws, and audits ofServieer and to examine all books, records and data related tothe Services provided and Purchase Price received in connection with the Program on thirty (30)days' prior written notice.

(b) Servieer will collect, record, retain and provide to Tre,asury, Farmie Mac and Freddie Mac all data,infonnation and documentation relating to the Program and borrowers, loans and loan modificationsimplemented, or potentially eligible for modification, under the Program and any trials conducted ineotmection with the Program, as required by the Program Documentation. All such data,information and documentation must be provided to the Treasury, Fannie Mac and Freddie Mac as,when and in the manner specified in the Program Documentation. In addition, Servicer shall providecopies ofexecuted contracts and tapcs ofloan pools related to the Program Jor review upon request.

(cJ Servicer shall promptly take corrective and remedial actions associated with reporting and reviews asdirected by Fannie Mac or Freddie Mac and provide to Fannie Mae and Frcddie Mac such evidenceof the effective implementation ofcorrective and remedial actions as FarmieMae and Freddie Macshall reasonably require. Freddie Mac may conduct additional reviews based on its findings and thecorrective actions taken by Scrviccr.

- I -

(d) In addition to any ot]ler obligation to retain fmancial and accounting records that may be imposed byFederai or statc 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 theperformanee ofServiecs in cOllllection with the Program. In addition, Servieershan maintain acopyof all computer systems and application software necessary to review and analyze these electronicrecords. Unless otherwise directed by Fannie Mac or Freddie Mac, Servieer shall retain tileserecords for at least 7 years from the date the data or record was created, or for such longer period asmay be required pm-suant to applicable law. FalUue Mae or Freddie Mac may also notify Servieerfrom time to time of any additional record retention requirements resulting from litigation andregulatory investigations in which the Treasmy or any agents of the Uluted States may have aninterest, and Servicer agrees to comply with these litigation and regulatory investigationsrequirements.

4. Intemal Control Progranl.

(a) Serviecr shall develop, enforce and review On a quarterly basis for effectiveness an intemal controlprogram designed to: (I) ensurc effective delivery of Services in connection with the Program andcompliance with the Program Documentation; (ii) effectively monitor and detect loan modificationfraud; and (iii) cffectively monitor compliance with applicable consnmer protection and fair lendinglaws. The intcmal control program must includc documentation ofthe control objectives lor Programactivities, the associated control tec1miques, and mechanisms for testing and validating the controls.

(Ii) Servieer shall provide Freddie Mac with aecess to all intemal control reviews and reports that relateto Services wlder the Program perfonned by Servieer and its independent auditing fiml to enableFreddie Mac to fulfill its duties as a compliance agent ofthe United States; a eepy ofthe reviews andreports will be provided to Fannie Mae for record keeping and other administrative purposes.

5. Representations, Warrquties and Covenants. Servieer makes the following representations, warranties andcovenants to Fannie Mae, Freddie Mac and the Treasury, the truth and accuracy of which arc continuingobligations of Servicer. III the event that any of the representations, warranties, or covenants made herein cease tobe truc and correct, Servieer agrees to notify Fannie Mae and Freddie Mac immediately.

(a) Servicer is established wlder the laws of the United States or any state, territory, or possession oftheUnited States or the District of Columbia, and has signiticant operations in the United States.Servicer has full corporale power and authority to enter into, execute, and dclivcrthe Agreement andto perform its obligations hereunder and has allllecnses necessary to carry on its business as nowbeing conducted and as contemplated by the Agreemcnt.

(b) Selvicer is in compliance ,,;th, and covenants that all Services will be perlormed in compliance with,all applicable Federal, slate and local laws, regulations, regulatOly guidance, statutes, ordinances,codes and requirements, including, but not limitcd to, the Truth in Lending Act, 15 USC J 601 § etseq.. the Home Ownership and Equity Proleetion Act, 15 USC § 1639, the Federal TradeCommission Act, IS USC § 41 et seq., the Equal Credit Oppol1unity Act, 15 USC § 70I et seq., theFair Credit Reporting Act, 15 USC § 1681 et seq., the Fair Housing Act and other Federal and statelaws designed to prevent unfair, discriminatory or predatory lending practices and an applicable lawsgoverning tenant rights, Subject to the following sentence, Servieer has obtained or made, or willobtain or make, all governmental approvals or registrations reqnired Imder law and has obtained orwill obtain aU consents necessary to authorize the performance of its obligations Mder the Programand the Agreement. The performance ofServices Mder the Agrccment will not conflict with, 01' beprohibited in any way by, any other agreement or statutoty restriction by which Serviecr is bOlmd,

·2·

provided, however, that Fannie Mae acknowledges and agrees that this representation and warrantyis qualified solely by and to tho extent of any contractual limitations established under applicableservicing contracts to which Servicor is subject. Servicer is not awarc ofany other legal or Hnancialimpediments to perfonning its obligations under the Program or the Agreement and shall promptlynotify Fannie Mae of any financial and/or operational impcdiments which may impair its ability toperfOnl1 its obligations under the Program or the Agreement. Scrvicer is not delinquent on anyFederal tax obligation or any other debt owed to the United States or collected by the United Statesfor the benet,t of others, excluding any debt or obligation that is being contested in good faith.

(c) Servicer covenants that: (i) it will perfonn its obligations in accordance with the Agreement and willpromptly provide such performancc rcporting as Fannie Mae may reasonably rcquire; (ii) allmortgagc modifications and all trial period modifications will be offered to borrowers, fullydocumcnted and serviced in accordance with the Program Documentation; and (iii) all data,collection information and other information reported by Servieer to Fannie Mae and Freddie Macunder the Agreement, including, but not limited to, inlonnation that is relied upon by Fannie Mae orFreddie Mae in calculating the Purchase Price or in performing any compliance review will bc truc,complcte and accurate in all material respects, and consistent with all relevant servicing records, asand when provided.

(d) Servicer covenants that it will: (i) perform the Services required under the Program Documentationand ti,e Agreement in accordance with the practices, high professional standards ofcare, and degreeofattention used in a well"managed operation, and no legs than that which the Servicer exercises foritself under similar circumstances; and (i1) use qualified individnals with suitable training, edueation,expedenee and skills to perform the Services. Serviccr acknowledges that Program participation mayrequire changes to, or the augmentation of, ils systems, staffing and procedures. and covenants andagrees to take all actions necessalY to ensure it has the capacity to implement the Program inaccordance with the Agreement.

(e) Scrvicer covenants that it will comply with all regulations on conflicts of interest that are applicahleto Servicer in connection with the conduct of its business and all conflicts of interest and non­disclosure obligations and restrictions and related mitigation procedures set forth in the ProgramDocumentation (if any).

(f) Servicer acknowledges that the provision of false or misleadulg infonnation to Fatmie Mae orFreddie Mac in connection with the Program or pursuant to the Agreement may constitute aviolationof: (a) Federal criminal law involving fraud, conflict ofinterest, bribery, or gratuity violations fotmdUI Title 18 ofthc 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 connectionwith the Services, that a management official, employee, or contractor ofServicer has connnitted, ormay have committed, a violation of the referenced statotes.

(g) Servicer covenants to diselose to Fannie Mae and Freddie Mac any other faets or ulfol1nation thatthe Treasury, Fannie Mae Or Freddie Mae should reasonably expect to lmow about Servieer and itscontractors to help protect the reputational interests of the Tl'easUlY, Fannie Mae and Freddie Mac inmanaging and monitoring the Program.

(h) Servicer COYenants that it will timely inform Famlie Mae and Freddie Mac ofany anticipated Eventof Default.

- 3 -

(i) Servicer acknowledges that Fannie Mae or Freddie Mac may be required to assist the Treasury withresponses to the Privacy Act of 1974 (the "Privacy Act"), 5 USC § 552a, inquiries from borrowersand Freedom of InfOimation Act, 5 USC § 552, inquiries from other parties, as well as formalinquiries from Congressional committees and members, the Govemment AccoWlting Office,Inspectors Gcneral and other government entitics, as well as media and consumer advocacy groupinquiries about the Program and its effectiveness. Servicer covenants that it will respond promptlyand accurately to all search requests made by Fannie Mae or Freddie Mac, comply with any relatedproccdures which Fannie Mae or Freddie Mac may establish, ,md provide related training toemployees and contractors. In connection with Privacy Act inquiries, Servicer covenants that it willprovide updatcd and correctcd infonnation as appropriate about borrowers' records to enSure thatany system ofrecord maintained by Fannie Mae on behalfof the Treasury is accurate and complete.

(j) Servicer acknowledgcs that Falmie Mac is required to develop and implement customer service callcenters to respond to borrowers' and other parties' inquiries regarding the Program, which mayrequire additional support from Servicer. Scrvieer covenants that it will provide such additionalcustomer service call support as Fannie Mae reasonably deternlines is necessmy to support theProgram.

(k) Servicer acknowledges that Fannie Mae and/or Freddie Mac are required to devclop and implcmcntpracticcs to monitor and dcteel loan modification thud and to monitor compliance with applicableconsnmer protection and fair lending laws. Servicer covenants that it will fully and promptlycooperate with Fannie Mae's inquiries about loan modification Ii·aud and legal compliance andcomply with any anti-ftaud and legal compliance procedures which Fannie Mae and/or Freddie Macmay require. Scrvieer covenants that it will develop and implemeut an internal control program tomonitor and detcet loan modification frand and to monitor compliance with applicablo consumerprotection and fair lending laws, among other things, as provided in Section 4 of this FinancialInstrument atld acknOWledges that the internal control program will be mouitored, as provided insuch Section.

(I) Servicer shall sign and deliver an Arnmal Certification to Fannie Mae and Freddie Mac bcginning onJune I, 2010 and again on June 1 of each year thereafter during the Term, in the form attached asExhibit B to tlle Agreement.

6. Usc ofContractors. Servicer is responsible for thc supervision and management ofany contractor that assists inthe performance ofServices in eomleetion witll the Program. Servieer shall remove and replace any contractorthat fails to perform. Servicer shall ensurc tllat all of its contractors comply with the tenns and provisions oftheAgrccment. Servicer shall be rcsponsible fer the acts or omissions ofits contractors as if the acts or omissionswere by the Servicer.

7. Data Rights.

(al For purposcs of this Section, the following defmilions apply:

(i) "Data" means any recorded information, regardless of fonn or the media on which itmay be rceorded, regarding any of the Services provided in conncction with the Program.

(ii) "Limited Rights" means non-exclusive rights to, without limitation, use, copy,maintain, modify, enhance, disclose, reproduce, prepare derivative works, and distribnte, in anymalmer, for any purpose related to the administration, activities, review, or audit of, or publicreporting regarding, the Program and to pern1it others to do so in connection therewith.

- 4 -

(iii) "NPr' means nonpublic personal information, as det1ned under the GLB.

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

(b) Subject to Section 7(e) below, TreasUlY, Fannie Mae and Freddie Mae shall have Limited Rights,with rcspect to all Data produced, developed, or obtained by ServiceI' or a contractor ofServiceI' inconnection witb the Program, provided, however, that NPI will not be transferred by Fannic Mae inviolation of the GLB and, provided, further, that ServiceI' acknowledges and agrees that any use ofNPI hy, the distribution ofNFl to, or the transfer of NFl among, Federal, state and local govenunentorganizations and agencies docs not constitute a violation of the GLB for purposes of theAgrecment. [frequested, such Data shall he madc available to the Trcasury, FannieMae, or FreddieMac upon request) or as and when directed by the Program Documentation, in industry standarduseablc format.

(c) ServiceI' expressly consents to the publication of its name as a participant in the Program, and theuse and publieation of Servicer's Data, sUbjeet to applicable state and federal laws regardingconfidentiality, in any form and on any media utilized by Treasury, Fannie Mae 01' Freddie Mac,inclUding, but not limitcd to, on any website or webpage hosted by Treasury, Fannie Mac, or FreddieMae, in cOlmection with the Program, provided that nO Data placed in the publie domain will: (I)eontain the name, social seeuritynumber, 01' street address ofany borrower or other information thatwould allow the borrower to be identified; or, (Ii) ifpresented in a fonn that links the ServiceI' withthe Data, include information other than program perfonnance and participation related statisticssnch as the number ofmodifleatiolls, performance ofmodifications, characteristics of the modifiedloans, or program compensation or fees, with any information about any borrower limited tocreditworthincss characteristics such as debt, income, and credit score. In any Data provided to anenforcement or supervisOly ageney with jurisdiction over the Servieer, these limitations on borJ'Owerinformation do not apply.

8. Publicity and Disclosure.

(a) ServiceI' shall not make usc of any Treasury name, symbol, emblem, program name, or productname, in any advcltising, signage, promotional material, press release, Web page, publication, ormedia interview, withoullhe prior written consent of the Treasury.

(b) ServiceI' shall not publish, OJ' cause to have published, 01' make pnblic use of Fannie Mac's name,logos, trademarks, 01' any infomtation about its relationship with Fannie Mac without the priorwrittenpennission ofFannie Mae, which permission maybe withdrawn at anytime in FunnieMae'ssole discretion.

(c) ServiceI' shall not publish, or eause to have ]>nblished, or make public use ofFreddie Mac's name(i.e., "Freddie Mae" 01' "Federal Home Loan Mortgage Corporation"), logos, trademarks, or any in­foonation about its relationship with Freddie Mac without the prior written permission ofFreddieMac, which permission may be withdrawn at any time in Freddie Mac's sole discretion.

9. Limitation ofLiability. IN NO EVENT SHALL FANNIE MAE, THE TREASURY, OR FREDDIE MAC,OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BELIABLE TO SERVICER WITH RESPECT TO THE PROGRAM OR THE AGREEMENT, OR FOR ANY

·5·

ACT OR OMISSION OCCURRING IN CONNECTION WITH THE FOREGOING, FOR ANYDAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO DIRECT DAMAGES, INDIRECTDAMAGES, LOST PROFITS, LOSS OF BUSINESS, OR OTHER INCIDENTAL, CONSEQUENTIAL,SPECIAL OR PUNITIVE DAMAGES OF ANY NATURE OR UNDER ANY LEGAL THEORYWHATSOEVER, EVEN IF ADVISED OF THE POSSffiILITY OF SUCH DAMAGES ANDREGARDLESS OF WHETHER OR NOT THE DAMAGES WERE REASONABLY FORESEEABLE;PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT FANNIE MAE'SOBLIGATION TO REMIT PURCHASE PRICE PAYMENTS TO SERVICER IN ITS CAPACITY ASFINANCIAL AGENT OF THE UNITED STATES IN ACCORI)ANCE WITH THE AGREEMENT.

IO. Indemnification. Servicer shall indemnify, hold harmless, and pay for the defense of Farmie Mae, theTreasury and Freddie Mac, and their respective oftleers, directors, employees, agents and aftlliates against allclaims, liabilities, costs, damages, judgments, suits, actions, losses and expenses, including reasonableattorneys' fees and costs of suit, arising out of or resulting from: (a) Servicer's breach of Scction 5(Representations, Warranties and Covenants) ofthis Financiallnstnunent; (b) Servicer's negligence, willfulmisconduct or failure to perform its obligations under the Agreement; or (c) any injuries to persons (inclndingdeath) or damages to properly caused by thc negligent or willful acts or omissions ofServicer or its contrac­tors. Servicer shall not settle any suit or claim regarding any of the foregoing without Fannie Mae's priorwritten eonsent ifsuch settlement would be adverse to FalUue Mae's interest, or the interests ofthe Trc<1Suryor Freddie Mac. ServiceI' agrees to pay 01' reimburse all costs that may be incurred by Fannie Mae and FreddieMac in enforcing this indemnity, including attorneys' fees.

IN WITNESS WHEREOF, ServiceI' hereby executes this Financial Instnrment on tile date set forth below.

GMAC Mortgage, LLC:

- 6 -

EXHlBlTB

FORM OF ANNUAL CERTIFICATION

ANNUAL CERTIFICATION

This Annual Certification is delivered as provided in Section 1.B. of the Conunitment to Purchase Financial Instrument and ServiceI' ParticipationAgreement (the "Conm,ilment"), effective as of [INSERT], by and between Federal National Mortgage Association ("Fannie Mac"), a federallychartered corporation, acting as financial agent aftile United States, and the undersigned party (HServicer"). All terms used, but notdefined herein, shallhave the meanings ascribed to them in the Commitment.

Servicer hereby certifies, as o[[INSERT DATE ON WHICH CERTIFICATION IS GIVEN], lhat:

I. ServiceI' is established wldcr the laws of the United States or any st..'l.tc. territory, or possession oftho United States or theDistrict ofColumbia, and has significant operations in the United States. Scrviccr 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 b\ISiness asnow being conducted and as contemplated by tho Agreement.

2. Servicer is in compliance with, and certifies that all Services have been performed in compliance with, all appliCt'lblc Federal,state and tocallaws, regulations, regulatory guidance, statutes, ordinances, codes and requirements, including, but not limited to, theTmlh in Lending Act, 15 USC 1601 § et seq., the Home Ownership and Equity Protection Ael, 15 USC § 1639, the Federal TradeCOJranission Act, 15 USC § 41 et seq., the Equal Credit Opporhll\ity Act, 15 USC § 701 et seq., the Fair Credit Reporting Act, 15USC § 1681 ot seq., the Fair Housing Act and other Federal and state laws designed to prevont unfair, discriminatory or predatorylending practices and all applicable laws govcrning tenant rights. Subject to the following sentence, Serviccr has obtained or made allgovernmental approvals or rcgistrations required undcr law and has obtained all consents necessary to authorize thepcrfonnance ofitsobligations under the Program and the Agreement. The performance ofServices under the Agreement has not conflicted with, or beenprohibited in any way by, any other agreement or statutory restriction by which Scrvicer is bound, except 10 the extent of anycontractual limitations under applicable servicing contracts to which Servicer is subject. ServiceI' is not aware ofallY other legal orfinancial impediments to performing its obligations under the Program or the Agreement and has promptly notified Funnie Mae oranyfinancial and/or operational impediments which may impair its ability to pcrfOlID its obligations under the Program or the Agreement.Servicer is not delinquent on any Federal tax obligation or any other debt owed to the United States 01' collected by the United Statesfor the benefit of others, excluding any debts or obligations that are being contested in good faith.

3. (i) Servicer has performed its obligations in accord.ance with the Agreement and has promptly provided such pertbnnanccreporting as Fannie Mac and Freddie Mac have reasonably required; (ii) all mortgage modifications and all trial period modificationshave been offered by SClvicer to borrowers, fully documented and serviced by Servicer in accordance with the ProgramDocumentation; and (iii) all data, collection illfonnation and othor information reported by ServiceI' to Fannie Mac and Freddie Macunder the Agreement, including, but not limited to, information that was relied upon by Fannie Mae and Freddie Mac in calculating thePurchase Price and in perfonning any compliance review, was true. complete and accurate in all material respects, andconsistcntwithall relevant servicing records. as and when provided.

4. Servicer has: (i) performed the Services required under the Agreement in accordance with the practices, high professionalstandards orcare, and degree ofattention used in a wel1~managcd operation, and no less than that which the Servicor exercises for itqelfunder similar circlUnstances; and (ii) used qualified individuals with suitable training, education, experience and skills to porfonn theServices. Servicer acknowledges that Pro&,1Tam participation required changes to, or the augrnentation of, its systems, statling andprocedures; ServiceI' took all actions necessary to ensure that it had the capacity to implement tho Program in accordance with theAgreement.

5. Servicer has compJie-d with all regulations on conflicts of interest that arc applicable to Servicer in connection with theconduct ofits business and all conflicts ofintercst and non·disclosurc obligations and restriclions and relatedmitigalion procedures setforth in the Program Documentation (if any).

6. Servicer acknowledges that the provision offalse or nusleading infoffilation to Frumie Mac or Freddie Mac inconncction withthe Program or pursuant to the Agreement may constitute a violation of: (a) Federal criminal law involving fraud, conflict ofinterest,bribery, or gratuity violations tQund in Title 18 ofthe United States Code; or (b) the civil False CI"ims Aet(31 U.S.c. §§ 3729-3733).Servicer has disclosed to Fannie Mac and Freddie Mac any credible evidence. in connection with the SClvices, lhat a management

otllcial, employee, or contractor ofServicer has committed, or may have committed, a violation oflhe referenced stalUles,

·2·

7. Servicer has disclosed to Fannie Mae and Freddie Mac any other facts or information that the Treasury,Falmie Mae orFreddie Mac should reasonably expect to know abollt ServiceI' and its contractors to help protect the reputationalinterests of theTreasury, Fannie Mae and Freddie Mac in managing and monitoring the Program.

8. Servicer acknowledges that Fannie Mae and Freddie Mac may be required to assist the Treasury with responses to thePrivacy Act of 1974 (the "Privacy Act"), 5 USC § 552a, inquiries from borrowers and Freedom ofInfonnation Act, 5 USC § 552,inquiries from other pal1ics, as well as fom1al inquiries from Congressional conunittccs and members, the Govcmment AccountingOffice, Inspectors General and other government entities, as well as media and consumer advocacy group inquiries about the Programand its efte-ctivencss. Servicor has responded promptly and accurately to all search requests made by Fannie Mae and Freddie Mac,complied with <lny related procedures which FalUlic Mac and Freddie Mac have established. and provided related training toemployees and contractors. Tn connection with Privacy Act inquiries, Servicor has provided updated and c:orrected information asappropriate about borrowers' records to ensure that any system of record maintained by Fannie Mae 011 behalf of the Treasury isaccurate and complete.

9. Serviccr acknowledges that Fannie Mae is required to develop and implement customer service call centers to respond tobOITowers' and other parties' inquiries regarding the Program, which may require additional supp0l1 fi'om Servicer. ServiceI' hasprovided such additional customer service call support as Fannie Mae ha..t.: reasonably requested to support the Program.

10. Sen'icer acknowledges that Fam\ie Mae andlor Freddie Mac arc required to develop and implement practices to monitor anddetect loan modification fraud and to monitor compliance with applicable consumer protection and fair lending laws. ServiceI' ha..~

llillyand promptlycoopcratcd with Fannie Mae's inquiries about loan modification ft-alld and legal compliance and has complied withany aliti·fraud and legal compliance procedures which Fannie Mae and/or Freddie Mac have required. ServiceI' has developed andimplemented an intcmal control program to monitor and dctcclloan modification fraud and to m.ollitor compliance with applicableconsumer protection and Utir lending laws, among other things, as provided in Section 4 ofthe Financial Instnuncnt.

In the event thal anyoflhc certifications made herein arc discovered not to be true and con'ect, ServiceI' agrees to notifY-Fannie Mae and ·Freddie Macimmediately.

[INSERT FULL LEGAL NAME OF SERYICER):

--;;-;---;--c--;=~-_.__._­[Name ofAuthorized Official][Title ofAuthorized Ofticial]

Date

- 3 -

EXHlBlTC

FORM OF ASSlGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMJ<:NT

This Assignment and Assumption Agreement (the "Assignment and Asswnption Agreement") is entered into as of [INSERTDATE] loy and between [INSERT FULL LEGAL NAME OF ASSIGNOR] ("Assignor") and [INSERT FULL LEGAL NAME OFASSIGNEE] ("Assignee"). All tenns used, but not defmed, herein shall have the meanings ascribed to them in the UnderlyingAgreement (defined below).

WHEREAS, Assignor and Federal National Mortgage Association, a federally chartered corporation, as financial agent of theUnited States ("Fannie Mac"), arc parties to a Commitment to Purchase Financial Instrument and Servicer ParticipationAgreement, a complete copy of which (inclnding all exhibits, amendments and modifications thereto) is attached hereto andincorporated herein by this reference (the "Underlying Agreement");

WHEREAS, Assignor has agreed to assign to Assignee: (i) all of its rights and obligations under the Underlying Agreement withrespect to the mortgage loans identified on the schedule attached hereto as Schedule I ("Schedule I") and/or (Ii) certain other rightsand obligations under the Underlying Agreement that arc identified on Schedule I; and

WHEREAS, Assignee has agreed to assume the mortgage loans and other rights and obligations under the Underlying Agreementidentified on Schedule I.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, theparties hereto agree as follows:

1. As2ignmcf!!. Assignor hereby assigns to Assignee all of Assignor's rights and obligations lUldcr the Underlying Agrccmcnt withrespect to the morlgage loans identified on Schedule I and such other rights and obligations lmder the Underlying Agreement thatarc identitled on Schedule I.

2. Assumption. Assignee hereby accepts the foregoing assignment and assumes all of the rights and obligations ofAssignor underthe Underlying Agreement with respect to the mOltgage loans identified on Schedule 1 and sneh other rights and obligations underthe Underlying Agreement that arc identified on Schedule 1.

3. Effective I?ll~. The date on which the assignment and assumption of rights and obligations under the Under1yingAgreement isefJeetive is [INSERT EFFECTIVE DATE OF ASSIGNMENTIASSUMPTION].

4. Successors. All future transfers and assiglllnents ofthe mortgage loans, rights and obligations transferred and assigned herebyare subject to the transfer and assignment provisions of the Underlying Agreement. This Assignment and ASSunlption Agreementshall inure to the henefit of, and be binding upon, the permitted successors and assigns of the parties hereto.

5. hm.l11tellJarts. This Assignment and Assumption Agreement may be executed in counterparts, each of which shall be anoriginal, bUl all of which together constitute one and the same instmment.

- I -

IN WITNESS WHEREOF, Assignor and Assignee, by their duly authorized officials, hereby exccute and deliver this Assigillnentand Assumption Agreement, together with Schedule I, effective as of the date set forth in Section 3 above.

ASSIGNOR: IINS[RT FULL I.FGAI. NAME OF ASSIGNORI ASSIGNEE: [INSERT FULL LEGAL NAME OFASSIGNFE]

Name: .. "._~._.__.._. _Title:Date:

- 2 -

By: _Name: _Title: _Datc: . _

SCHEDULE 1

To

ASSIGNMENT AND ASSUMPTION AGREEMENT

EXHIBITD

FORM OF COVER SHEET