Agreement

1. Services

A. Subject to Section 10.C., Servicer shall perform the Joan modification and other foreclosure prevention services(collectively, the 1I~") described in (i) the Financial Instrwnent attached hereto as Exhibit A (the l'~Ipst::wment"); (ii) the Program guidelines and procedures Issued by the Treasury,lnoluding, without limitation, the net presentvalue assessment requirements of the Program (the "Program Guidelines''); and (iii) any supplemental documentation,instructions, bulletins, letters, directives, or other communications, including, but not limited to, business continuityrequirements, compliance requirements, performancerequirements and related remedies, 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 ParticipatingServicers in connection with the Program (the "Supplemental Directives" and, together with the Program Guidelines, the"ewgmm Documentation"). The Program Doomnentation will be available to all Participating Servicers atwww.financialstabllity.gov. The Program Documentation, as the same may be modified or amended from time to time inacccmtance with Section 10 below, is hereby Incorporated into the Commitment by this- reference.

B. Servicer~s representations and warranties, and acknowledgement ofand agreement to fulfill or satisfy certain dutiesand obligations, with respect to its participation in the Program and under the Agreement are set forth in the FinancialInstrument. Servicer's certificationas to its continuing compliance with, and the truth and accuracy of, the representations andwarranties set forth in the Financial Instrument will be provided annually in the fonn attached hereto as ExhlbitB (the "AnnualCertification"), beginning on June 1,2010 and again on June I ofeach year thereafter durIng the Term (as defined below).

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

1. Authority and Agreement to Participate In Program

A. Servicer shall perform the: ServIces for all mortgage loans its services, whether it services such mortgage loans for itsown account or for the account ofanother party, inoluding any holders ofmortgage-backed securities (each such other party,an "Inyestor"). Servicer shall use rea$onable efforts to remove all prohibitions or impediments to its authority, and usereaso"nable efforts to obtain aU third party consents and waivers that are required, by contract or law, in order to effectuate anymodification ofa mortgage loan under the Program.

B. Notwithstanding subsection A., if(x) Servicer is unable to obtain all necessary consents and waivers for modifying amortgage loan, or (y) the pooling and servicing agreement or other similar servidng contractgoveming Servicer's servioing ofa mortgage loan prohibits Servicer from performing the Services for that mortgage loan, Servicer shall not be required toperform the Services with respect to that mortgage loan and shalt not receive all or any portion of the Purchase Price (asdefmed below) otherwise payable with respect to such loan.

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

D. Servicer's performance ofthe Services and implementation ofthe Program shall be subject to review by Freddie Macand 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 oradministrative information requested by Fannie Mae in order to process Servicer's participation in the Program as aParticipating Servicer on or before the Effective Date oftheConurutment; and (b) the data elements for each mortgage eligible

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for theProgram as and when desoribed in the ProgmmDocumentation and the Financial Instrument. Purchase Price paymentswill not be remitted PUISuantto Section4 with respect to any modified mortgage for which the required dataelements have notbeen provided.

4. Agreement to Purchase Financial Instrumentl Payment of Purehase Priee

A. Fannie Mae, in its capacity as a financial agent of the United States, agrees to purchase, and Servicer agrees to sell toFannie Mae, in such capacity, the Financial Instnunent that is executed and delivered by Servicerto Fannie Mae in the formattached hereto as ExhibitA, in consideration for the payment by FannieMae, as agent, ofthe Purchase Price (defined below).The conditions precedent to the payment by Fannie Mae of the Purchase Price are: (a) the execution and delivery of theConunitment and the Financial Instrument by Servicer to Fannie Mae; (b) the exeoution and delivery by Fannie Mae oftheCommitment to Servicerj (c) the delivery ofcopies oftha fully executed Commitmentand Financial Instrumentto Treasury onthe Effectlve Date; (d) the performance by Servlcer oftha Services described in the Agreement, In accordance with the tennsand conditions thereof, to the reasonable satisfaction ofFannie Mae and Freddie Mac; and (e) the satisfaction by Servicer ofsuch other obligations as are set forth in the Agreement.

B. Solely in its capacity as the financial agent ofthe United States, and subject to subsection C. below, Fannie Mae shall: (I)remit compensation payments to Servlcer; (ii) remit incentive payments to Servicer for the account of Servicer and for thecredit ofborrowers under theIr respective mortgage loan obligationsj and (iii) remit payments to Servicer for the account ofInvestors. in each case in acoordance with the Program Documentation (all suoh payments, collectively, the "Purcll8.'!e Price");all payments remitted to Servicer for the credit ofborrowers or for the account oflnvostors under the Program Documentationshall be applied by Servlcer to the borrowers' respective mortgage loan obligations, or remitted by Servicer to Investors, asrequired by the Program Documentation. Fannie Mae shall have no liability to Servicer with respect to the payment ofthePurchase Price, unless and until: (a) Servicet and all other interested parties have satisfied all pre-requisites set forth hereinandin the Program Documentation relating to the Program payment structure. including; but not limited to, the delivery orall dataelements required by Section 3 ofthis Commitment; and (b) the Treasury has provided funds to Fannie Mae for remittance toServicer, together with written direction to remit the funds to Servicer in accordance with the Program Documentation.

C. The Purchase Price wilt be pald to Servicer by Fannie Mae as the financial agent of the United States as and whendescribed herein and in the Program Documentation in consideration for the execution and delivery oftho Financial Instrumentby Servlcer on or before the Effective Date ofthe Agreement, upon the satisfaction oftha conditions precedent to paymentdescribed in subsections A. and B. above.

D. The value ofthe Agreement is limited to $44,260,000.00 (the "Program Participation Can"). Accordingly, the aggregatePurchase Price payable to Servicer under the Agreement rnay not exceed the amount ofthe Program Participation Cap. Foreach loan modification that becomes effective, the aggregate remaining Purchase Price available to be paid to Servicer underthe Agreement will be reduced by the maximum Purchase PrIce potentiatty payable with respect tothat loan modification. Inthe event the Purchase Price actually paid with respect to that loan modification is less than the maximum Purchase Pricepotentially payable, the aggregate remaining Purchase Price available to be paid to Servicer under the Agreement will beIncreased by the difference between such amounts. Notwithstanding the foregoing, no agreements with borrowers lntended toresult in new loan modifications will be effected under the Agreement, and no payments will be made with respect to any newloan modifications from and after the date on which the aggregate Purchase Price paid or payable to Servlcer under theAgreement equals the Program Participation Cap. Treasury may, from time to time in its sole discretion, adjust the amount ofthe Program Participation Cap. Servicer will be notified ofall adjustments to the Program ParticipatIon Cap in writing byFannie Mae.

E, Servicer shall maintain complete and accurate records of, and supporting docwnentation for, the borrower payment,including, but not limited to, PITIA (principal, interest, taxes, insurance (including homeowner's insurance and hazard andflood insurance) and homeowner's assocIatIon and/or condo fees), and delinquency information and data provided to FannieMae regarding each agreement relating to a trial modification period and each loan modification agreementexecutedunder the

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Program, which will be relied upon by Fannie Mae when calculating, as financial agent for the United States, the PurchasePrice to be paid by the Treaswy through Fannie Mae or any other financial agent. Servicer agrees to provide Fannie Mae andFreddie Mac with documentation and other information with respect to any amounts paid by the Treasury as may bereasonably requested by such parties. In the event of a discrepancy or error in the amount of the Purchase Price paidhereunder, atFannie Mae's election, (x) Servicer shall remit to Fannie Mae the amount ofany overpayment within thirty (30)days ofreceiving a refund request from Fannie Mae, or (y) FannteMae may immedlately offsetthe amountofthe overpaymentagainst other amounts due and payable to Servicer by Fannie Mae, as financial agent ofthe United States, upon written noticeto Servicer. Servlcer shall still be obligated to credit to the respective mortgage loan obligations of borrowers, and to therespective accounts ofInvestors, any portion of the Purchase Price to which they are entitled (if any) notwithstanding suchoffset unl~s otherwise directed by Fannie Mae.

F. At the election and upon the direction ofthe Treasury and with prior written notice to Servicer, Fannie Mae may deductfrom any amount to be paid to Servicer any amount that Servicer, Investor, or borrower is obligated-to reimburse or pay to theUnited States govenunent, provided, however, that any amountwithheld under this subseotion F. will be withheld only fromthe amounts payable to, or for the account or credit of, the party which is liable fur the obligation to the United Statesgovernment.

G. In the event that the Agreement expires or is tennlnated pursuant to Section 5 or Section 6, and subject to Fannie Mae'srights under Sectlon 6, Fannie Mae shall, solely in its capacity as the financial agent ofthe United Statos, continue to remit aUamounts-thatare properly payable pwsuantto subseotionA. above to Servicer in accordance with the Program Documentationuntil paid in full, provided, however, thatPurchase Pricepayments will be made only with respect to qualifYing mortgage IGanmodifications that were submitted by Servlcer and accepted by Fannie Mae for inolusion in the Program in accordance with theProgram Documentation prior to the date ofexpiration or tennination and that do not exceed the Program Participation Cap.

H. Notwithstanding anything to the contrary contained in subsection G. above, in the eventthatthe Agreement Is tenninatedpursuant to Seotion 6 B. in connection with an Event ofDefault by Servlcerunder SectioD.6 A., no compensation with respectto any loan will be paid to ServJcer for the account ofthe Servicer subsequent to termination; subject to Farmie Mae's rightsunder Section 6, Fannie Mae's only continuing obJigations as financial agent ofthe United States subsequentto tenninationwill be to remit payments to Servicer (or, atFannieMae's discretion, an alternative provider) for the account ofborrowers andInvestors, as provided in the Agreement.

I. Notwithstanding anything to the contrary contained in subsection F. above, in the event that the Agreement is terminatedpursuant to Section 6 C. in connection with an Event of De{ault by an Investor or a borrower under Section 6 A., nocompensation with respect to any 101m wlll be paid to Servicer for the credit or account ofthe defaulting party subsequent totermination; subject to Fannie Mae's rights under Section6, Fannle Mae's only continuing obligations as financial agentoftheUnited States subsequent to termination will be to remit payments to Servicer for the credit or account of non~defaultingparties as described in the Program Dooumentadon.

J. Notwithstanding anything to the contrary contain~ herein, Fannie Mae, in its capacity as the financial agent ofthe UnitedStates, may redu~ the amounts payable to Servicer under Section 4.B., or obtain repayment ofprlor payments made underSection 4.B" in connection with an Event of Default by Servicer or In connection with an evaluation of performance thatincludes any specific findings by Freddie Mac that Servicer's performanceunder any performance criteria established pursuantto the Program Documentation is materially insufficient; provided, however, Parmie Mae will seekto obtain repaymentofprlorpayments made under Section 4.B. only with respect to loan modifications that are detennined by Fannie Mae or Freddie Mae:to have been impacted by, or that Fannie Mae or Freddie Mac believes may have been, or may be, impacted, by the Event ofDefault or findings giving rise to this remedy. These remedies are not exclusive; they are available in addition to, and not in lieuof, any other remedies avaUable to Farmle Mae at law or in equity.

K. NQtwithstanding anything to the contrary contained herein, Fannie Mae,ln its capacity as the financial agent ofthe UnitedStates, may reduce the amounts payable to Servicer for the credit or account ofan Investor or aborrower WIder Sect10n4.B" or

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obtain repayment ofprior payments made for the credit or account ofsucb parties under Section 4.B.• in connootion with anEvent ofDefault by an Investor or a borrower. Servicer will reasonably cooperate with, and provide reasonable support andassistance to, Fannie Mae and Freddie Mao in connection with their respective roles and. in Fannie Mae's oase, in coIUlectionWith its efforts to obtain repayment ofprior payments made to Investors and bOlTowers as provided in this subsection. Theseremedies are not exclusive; they are available in addition to, and not in lieu at any other remedies available to Fannie Mae atlaw or In equity. .

5. Term

A. QualifYing mortgage loans may be submitted by Servicer and accepted by Fannie Mae as described in the FinancialInstrument and the Program Dooumentation from and after the Effectlve Date until December 31. 2012 (the "Initial Tenn").subject to Program extensions by the Treasury or earlier termination of the Agreement by Fannie Mae pursuant to theprovisions hereof or suspension or termination of the Program by the Treasury. provided,~ no new qualifYingmortgage loans may be submitted by Servicer or accepted by Fannie Mae from and after the date on which the ProgramParticipation Cap is reached.

B. ServiCe! shall perform the Services described in the Program Documentation in accordance with the terms and conditionsofthe Agreement during the Initial Term and any extensions thereof(the Initial Tenn, together with all extensions thereof, ifany, the "Iwn").!Illi:! during such additional period as may be necessary to: (i) comply with all data collection, retention andreporting requirements specified in the Program Documentation during and forthe periods set forth therein; and (il) completeall Services that were initiated by Servicer) including, but not limited to, mortgage modifications and the completion ofalldocumentation relating thereto, during the Tenn. Servicer agrees that it wUl work diligently to complete all Services as soonas reasonably possible after the end oftbe Term or earlier tennination.

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

6. Defaults and Early Termination

A. The following constitute events ofdefault under the Agreement (each) an "EYent QfDefault" and, collectively,ll~D9fault"):

(1) Servicer fails to perform or comply with any ofits material obligations under the Agreement,including, but not limited to, circumstances In which Servicer falls to ensure that all eligibilitycriteria and other conditions precedentto modification speoified in the Program Dooumentatlonare satisfied prior to effectuating modifications under the Program.

(2) Servicer: (a) ceases to do business as a going concern; (b) makes a general assignment for thebenefit of, or entel'$ into any arrangement with creditors in lieu thereof; (0) admits In writing itsinability to pay its debts as they become duej (d) files a voluntary petition under any bankruptcyor insolvency law or files a voluntary petition under the reorganizationorarrangement provisionsofthe laws ofthe United States or any otherjurisdiction; (e) authorizes. applies foror consents tothe appointment of a trustee or liquidator of all or substantially all of its assets; (f) has anysubstantial part of its property subjected to a levy, seizure, assignment or sale for or by anycreditor or governmental agency; or (g) enters into an agreement or resolution to take any oftheforegoing actions,

(3) Servker, any employee or contraotor ofServicer, or any employee or contractor ofServlcers'contractors. or any Investor or borrower, conuntts a grossly negligent. willful or intentional, orreckless act (including, but not limited to, fraud) In connection with the Program or theAgreement.

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

(5) An evaluation ofperformance that includes any specific findings by Freddie Mac, in its salediscretion, that Servicer's performance under anyperformance criteria establishedpursuanttotheProgram Documentation is materially Insuffioient, or any failure by Servicer to comply with anydirective Issued by Fannie Mae or Freddie Mac with respect to doouments or data requested,findings made, or remedies established, by Fannie Mae and/or Freddie Mac in conjunction withsuch performance criteria or other Program requirements.

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

(I) Fannie Mao may: (i) withhold some or all olthe Servicer's portion ofthe Purchase Price until,in Fannie Mae's determination, Servicerhas cured the default; and (U) choose to utilize alternativemeans of paying any portion of the Purchase Price for the credit or account ofborrowers andInvestors and delay paying such portion pending adoption ofsuch alternative means.

(2) Fannie Mae may: (i) reduce the amounts payable to Servieer under Section 4.B; and/or (Ii)require repayment of prior payments made to Servlcer under Section 4.8, provided, however,Fannie Mae will seek to obtain repayment ofprfor payments made under Section 4.B. only withrespect to loan modifications that are determined by Fannie Mae or Freddie Mac to have beenImpacted, or that Fannie Mae or Freddie Mac believes may have been. or may be, impacted, bythe Event'ofDefault giving rise to the remedy.

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

(4) Fannie Mae may tenninate the Agreement and cease its performance hereunder as to some orall ofthe mortgage loans subject to the Agreement.

(5) Fannie Mae may require Servicer to submit to Information and reporting with respect to itsfinanoial condition and abllity to continue to meet its obligations under the Agreement.

C. Fannie Mae may take any, all, or none of the following actions upon an Event of Default involving an InYestor or a~ in connection with the Program:

(1) Fannie Mae may withhold all or any portion ofthe Purchase Pric5 payable to, or for the creditor account of, the defaulting party until, in Fannie Mae's determination. the default has been curedor otherwise remedied to Fannie Mae's satisfaction.

(2) Fannie Mae may: (i) :reduce the amounts payable to Servicer for the credit, or account of. thedefaulting party under Section 4.B; and/or (ii) require repayment ofprior payments made to thedefaulting party under Section 4.B. Servlcer will reasonably cooperate with, and providereasonable support and assistance to. Parmie Mae and Freddie Mae in connection with theirrespective roles and, in Fannie Mae's case, in conneotion with its efforts to obtain repayment ofprior 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 Iimited,to, additional compliance controls and quality control reviews.

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(4) Farmie Mae may COMe its performance hereunder as to some or all of the mortgage loanssubject to the Agreement that relate to the defaulting Investor or borrower.

D. In addition to the tennination rights set forth above, Fannie Mae may terminate the Agreement immediately upon writtennotice to Servicer:

(I) at the direction ofthe Treasury;

(2) in the event ofa merger, acquisition, or other change ofcontrol ofServlcerj

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

(4) in the event that a material tenn oftha Agreement is determined to be prohibIted or unenforceable asreferred to in Section II.C.

E. The Agreement will terminate automatioally;

(1) in the event that the Financial Agenoy Agreement, dated February 18.2009, by and betweenFannie Mae and the Treasury is tenninatedj or

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

F. The remedies available to Fannie Mae upon an Event ofDefault 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.

O. In the event oftennination ofthe Agreement under any oircumstances, Servicer and Fannie Mae agree to cooperate with(lne another on an ongoing basis to ensure an effective and orderly transition or resolution of the Services, including theprovision ofany information, reporting, records and data required by Fannie Mae and Freddie Mac.

H. Ifan Event ofDefault under Section 6,A. t., Secnon 6.A.4., or Section 6.A.S. occurs andFannie Mae determines, in its solediscretion. that the Event ofDerault is curab~e and elects to exercise its right to terminate the Agreement, Fannie Mae willprovide written notice ofthe Event ofDefault t\> Servicer and the Agreement will terminate amomaticallythirty (30) days afterServicer's receiptofsuch notice, ifthe Event ofDefault is not cured by Servicer to the reasonable satisfaction ofFannie Maeprior to the end ofsuch thirty (30) day period. IfFannie Mae detennines, in its sole discretion, that an Event ofDefault underSection 6.A.1, • Section 6.A.4. or Section 6.A. S. is not curable, or Ifan Event ofDerault under Section 6.A.2. or Section6.A.3. occurs, and Fannie Mae elects to exercise its right to tenninate the Agreement under Section 6.BA., Fannie Mae willprovide written nonce oftermination to the Servicer on or before the effective date ofthe tennination.

7. Disputes

Fannie Mae and Servicer agree that it is in their mutual interest to resolve disputes by agreement. Ifa dispute arises undertheAgreement, the parties will use all reasonable efforts to promptly resolve the dispute by mutual agreement. Ifa dispute cannotbe resolved informally by mutual agreement at the lowestpossible level, the dispute shall be referred up the respective chain ofconnnand of each party in an attempt to resolve the matter. ThIs wlll be done in an expeditious manner. Servlcer shallcontinue diligent performance ofthe Services pending resolution ofany dispute. Fannie Mae and Servicer reserve the righttopursue other legal or equitable rights they may have concerning any dispute. However. the parties agree to take all reasonablesteps to resolve disputes internally before commencing legal proceedings.

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8. Transfer or Assignment

A. Servicer must provide written notice to Fannie Mae and Freddie Mac pursuant to Section 9 below of: (i) any transfers orassigrunents ofmortgage loans subject to this Agreement; and (ii) any oUter transfers or assignments ofServicer's rights andobligations under this Agreement. Such notice must include payment instructions for payments to be made to the transferee orassignee of the mortgage loans subject to the notice (if applicabJe). and evidence of the assumption by such transferee orassignee ofthe mortgage loans or other rights and obligations that are transferred. in the formof~ (the "Assigrunentand Assumption Agreemenf). Servlcer acknowledges that Fannie Mae wilt continue to remIt payments to Servicer inaccordance with Section 4.B. with respect to mortgage loans that have been assigned or transferred, and that Servlcer will beliable for underpayments. overpayments and misdirected payments, unless and until such notice and an executedAssignmentand Assumption Agreementare provided to Fannie Mae and Freddie Mac. Any purported transfer or assignment ofmortgageloans or other rights or obligations under the Agreement in violation ofthis Section is void.

B. Servicer shall notify Fannie Mae as soon as legally possible ofany proposed merger. acquisition. or other change ofcontrol ofServicer, and ofany financial and operational circumstances which may impair Servicer's ability to perform itsobligations under the Agreement.

9. Notices

All legal notices under the Agreement shall be in writing and referred to each party's point ofcontact identified below at theaddress listed below, or to such other point ofcontact at such other address as may be designated inwriting by such party. Allsuch notices under the Agreement shall be considered received: (a) when personally delivered; (b) when delivered by com­mercial overnight courier with verlficatlon receipt; (c) whensentby confirmed facsimile; or (d) three (3) days after having beensent, postage prepaid, via certified mail. return re.celpt requested. Notices shall not be made or delivered in electronic form,exoept as provided in Section 12 B. below, provided, however, that the party giving the notice may send an e-mail to the partyreceiving the notice advising that party that a notice has been sent by means permitted under this Sootion.

To Servicer:

Bayview Loan Servicing, LLC4425 Ponce de Leon BlvdCoral Gables FL 33146Attn:

To Fannie Mae:

Fannie Mae3900 Wisconsin Avenue, NWWashingto~

Atlention:__Facsimlie::iiiiiiiiii

To Treasury:

ChiefOffice ofHomeownership PreservationOffice ofFinancial StabilityDepamnent ofthe Treasury1500 Pennsylvania Avenue! NW

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washingtoi' DC 20220Facsimile:

To Freddie Mac:

Freddie Mac8100 Jones Branch DrlveMclean, VA 22102Attention: Vice President, Making Home Affordable - ComplianceFacsimile: (703) 903-2544Email: MHA_Compliance@freddiemao.com

10. ModttlcatioDs

A. Subject to Sections 10,B. and lO.e.) modifications to the Agreement shall be in writing and signed by FaMie Mae andServicer.

B. Fannie Mae and the Treasury each reserve the right to unilaterally modify or supplement the terms and provisions oftheProgram Documentation that relate (as determined by Fannie Mae or the Treasury, in their reasonable discretion) to thecompliance and performance requirements of the Program, and related remedies established by Freddie Mac, and/or toteohnical. administrative, or procedural matters or compliance and reporting requirements that may Impact the administrationofthe Program.

C. Notwithstanding Seotions 1O.A. and 10.8., any modification to the Program Documentation that materially impact theborrower eligibility requirements, the amount of payments of the Purchase Price to be made to Participating Servicers.Investors and borrowers under the Program, or the rights, duties, or obligations of Participating Servicers, Investors orborrowers in connection with the Program (each, a"Program Modification" and, collectively, the "Program Modifications")shall be effective only on a prospective basis; Participating Servlcers will be afforded the opportunity to opt-out oftheProgramwhen Program Modifications are published with respect to some or all ofthe mortgage loans sought to be modified under theProgram on or after the effective dateofthe Program Modification, at Servicer's discretion. Opt-outprocedures, including, butnot limited to, the time and process for notification ofelection to opt-out and the window for suchelection, will be set forth inthe Program Documentation describing the Program Modification, provided, however, thatServicerwiLl be gIvenat least thirty(30) days to elect to opt-out ofa ProgramModification. For the avoidance ofdoubt,during the period during v..tdch Servicermay eleot to opt-out of a Program Modification and after any such opt·out is elected by Servicer, Servlcer will contInue toperfonn the Services described in the Financial Instrument and the Program Dooumentation (as the Program Dooumentationexisted immediately prior to the publication ofthe Program modification prompting the opt·out) with respect to qualifyingmortgage loan modifications that were submitted by Servicer and accepted by Fannie Mae prior to the opt-out.

11. Miscellaneous

A. The Agreement shall be governed by and construed WIder Federal law and not the law ofany state or locality, withoutreference to or application ofthe conflicts oflawprlnciples. Any and all disputes between the parties thatcannot be settled bymutual agreement shall be resolved solely and exclusively in the United States Federal courts located within the District ofColumbia. Both parties consent to the jurisdiction and venue of such courts and irrevocably waive any objeotions thereto.

B. The Agreement is not aFederal procurement contract and is therefore not subJeot to the provisions ofthe Federal Propertyand Administrative Services Act (41 U.S.C. §§ 251-260), the Federal Acquisition Regulations (48 CPR Chapter 1), or anyother Federal proourement law.

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C. Any provision ofthe Agreement that is detennined to be prohibited or unehforceable in any jurisdiction shall) as to suchjurisdiotion, be Ineffective to the extent ofsuchprohibition or unenforceability without inv!1lidatlng the remaining provisionsofthe Agreement. and no suoh prohibition or unenforceability in any jurisdiction shall invalidate suoh provision in any otherjurisdiction.

D. Failure on the part of Fannie Mae to insist upon strict compliance with any of the terms hereofshatl not be deemed awaiver, nor will any waiver hereunder at any time be deemed a waiver at any other time. No waiver wlll be valid unless inwriting and signed by an authorized offioer ofFannie Mae. No failure by Fannie Mae to exercise any right, remedy, or powerhereunder will operate as a waiver thereof. The rights, remedies, and powers provided herein are oumulative and notexhaustive ofany rights, remedies, and powers provided by law.

B. The Agreement shall inure to the benefit of and be binding upon the parties to the Agreement and their pennlttedsuccessors-in~interest.

F. The Commitment and the Assignment and Assumption Agreement (if applicable) may be exeouted In two or morecounterparts (and by dlffbrent parties on separate counterparts), each ofwhich shall be an original, but all ofwhIch togethershall oonstitute ono and the same Instrument.

o. The Commitment, together with the Finanolal Instrument, the Annual Certifications, the Assignment and AssumptionAgreement (ifappJicable) and the Program Documentation, constitutes the entire agreement oftho parties with respeotto thesubject matter hereof. In the event ofa confliotbetween any ofthe foregoing documents and the Program Documentation, theProgram Documentation shall prevail. In the event of a conOlot between the Program Guidelines and the SupplementalDirectives, the Program Guidelines shall prevail.

H. Any provisions of the Agreement (inoluding all documents incorporated by reference thereto) that contemplate theiroontinuing effectiveness. including, but not limited to. Sections 4. S B., 6 P'l 6 G.) 9) 11 and 12 afthe Conunitment, andSeotions 2, 3, S, 7, 8, 9 and 10 ofthe Finanoial Instrument, and any otherprovisions (or portions thereof) in the Agreementthatrelate to, or may impact, the ability ofFannie Mae and Freddie Mac to fulfill their responsibilities as agents afthe UnitedStates in connection with the Program, shall survIve the expiration or termination ofthe Agreement.

12. Defined Terms; IDoorporatlon by Reference

A. All references to the "Agreement" necessarilyincludelln all instances, the Commitment and all doouments incorporatedinto the Commitment by reference, whether or not so noted oontextuallYI and all amendments and modifications thereto.Specific referenoes throughout the Agreement to individual documents that are incorporated byreference into the Commitmentare not Inolusive ofany other documents that are incorpomted by referencel wtless so noted contextually.

B. The term "Effectiye Date" means the date on whloh Fannie Mae transmits a copy ofthe fully executed Commitment andFinancial Instrument to Treasury and Servicer with a completed cover sheet, in the form attached hereto as Exhibit D (the"Cqver Sheet"). The Commitment and Financial Instrument and accompanying Cover Sheet will be faxed, emailed, or madeavailable through other electronic means to Treasury and Servicer in acoordanoe with Seotion 9.

C. The Program Documentation and Exhibit A - Fonn ofFinancial Instrument. Exhibit B ~ Fonn ofAnnual Certification,ExhibitC-Fonn ofAssignment and Assumption Agreement and Exhibit D- Fonn arCover Sheet (Ineach case, in form and,upon completion) in substance},inoluding all amendments and modifications thereto, are incorporated into this Commitmentby this reference and given the same force and effect as though fully set forth herein.

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

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In Witness Whereof, Servlcer and Fannie Mae by their duly authorized officials herebyexeoute and deJiverthis Conunitmentto Purohase Financial Instrument and Servicer Participation Agreement as of the Effective Date.

SERVICER: Bayview Loan ServIcing, LLC

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EXlUBITS

Exhibit A

ExhibitB

BxhibitC

ExhibitD

Form ofFinancial Instrument

Form ofAnnual Certification

Form ofAssignment and Asswnptlon Agreement

Form ofCover Sheet

-II

EXHIBIT A

Ji'ORM OF FINANCIAL INSTRUMENT

FINANCIAL INSTRUMENT

This Financial Instrument is delivered as provided in Section 1ofthe Commitment to Purchase Financial Instrumentand Servicer Participation Agreement (the ~jCommibnent"), entered into as of the Effective Date, by and betweenFederal National Mortgage Association ("Fannie Ma.etl

), a federally chartered corporatlo~ acting as financial agent ofthe United StatO$I and the undersigned party ('~~1I), This Finanoial Instrument Is effective as oftbe EffectiveDate. All ofthe capitalized terms that are used butnot defined herein shall have the meanings ascribed to them in theCommitment.

For good and valuable considflration, the receipt and suffioienoy ofwhioh is hereby acknowledged, Servicer agrees asfollows:

I. Purchase Price qonsideration; Servioes, This Finanoial Instrument is being purchased by Fannie Maepursuant to Seotion 4 ofthe Commitment in consideration forthe paymentby Fannie Mae, in its oapaclty as afinancial agent ofthe United States, ofvarious payments detailed in the Program Documentation and referredto collectively in the Commitment as the "Purchase Price!' The conditions precedent to the payment byFannie Mae of the Purchase Price are: (a) the execution and delivery of this Financial Instrument and theCommitment by Servicerto Fannie Mae; (b) the execution anddelivery by Fannie Mae ofthe CommltmenttoServicer; (c) the delivery ofcopies ofthe fully executed Commitment and Financial Instrument to Treasuryon the Effective Date; (d) the performance by Servicerofthe Services described in the Agreement; and (e) thesatisfaction by Servicer ofsuch other obliga.tions as are set forth in the Agreement. Servicer shall perfonn allServices iil consideration for the Purchase Price in accordance with the tenns and conditions of theAgreement, 10 the reasonable satisfaction OfFannie Mae and Freddie Mac.

2. Authority and Agreement to Participate in Program, Subject to the limitations set forth in Section 2 oftheAgreement, Servicer shall use reasonable efforts to remove all prohibitions or impediments to its authorityand to obtain all third party consents and waivers that are requlred, by contract or law, in order to effectuateany loan modlfioation under the Program.

3. Audits Reporting and Data Retention,

(a) Freddie Mac, the Federal Housing Finance Agency and other parties designated by the Treasuryor applicable law shall have the right during normal business hours to conduct unannounced,informal onsite visIts and to conduct formal onsite and affsite physical, persormel andinformation teclutology testing, security reviews, and audits of Servicer and to examine allbooks, records and data related to the Services provided and Purchase Price received inconnection with the Program on thirty (30) days' prior written notice.

(b) Servlcer will collect, record, retain and provide to Treasury, Fannie Mae and Freddie Mac alldata., information and documentation relating to the Program and borrowers, loans and loanmodifications implemented, or potentially eligible for modifioation, under the Program and anytrials conducted in connection with the Program. as required by the Program Docwnentation. Allsuch data, infonnation and documentation must be provided to the Treasury, Fannie Mae andFreddie Mac as, when and in the manner specified in the Program Documentation. In addition,Servicer shall provide copies ofexecuted contracts and tapes ofloan pools related to the Programfor review upon request.

(c) Servlcer shall promptly take corrective and remedial actions associated with reporting andreviews as directed by Fannie Mae or Freddie Mao and provide to Fannie Mae and Freddie Maosuch evidence ofthe effective implementation ofcorrective and remedial actions as Fannie Maeand Freddie Mao shall reasonably require. Freddie Mac may conduct additional reviews basedon its findings and the corrective actions taken by Servlcer.

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(d) In addition to any other obligation to retain financial and acco~tlng records that may be imposedby Federal or state law, Servil~er shan retain allinfonnation described. In Section 3(b), and alldata, books, reports, documents, audit logs and records, Including electronic records, related tothe perfonnance ofServices in connection with the Program. In addition, Servicershallmaintaina copy ofall computer systems and application software necessary to review and analyze theseelectronic records. Unless otherwise directed by Fannie Mae or Freddie Mac, Servicer shallretain these records for at least 7 years from the date the data or record was created, or for suchlonger period as may be required pursuant to appUcable Jaw. Fannie Mae or Freddie Mac mayalso notify Service! from time to time ofany additional record retention requirements resultingfrom litigation and regulatory investigations in which the Treasury or any agents ofthe UnitedStates may have an interest, and Servicer agrees to comply with these litigation and regulatoryinvestigations requirements.

4. Internal Control Program.

(a) Servicer shall develop, enforce and review on a quarterly basis for effectiveness an internalcontrol program designed to: (i) ensure effective delivery of Services in co1Utection with theProgram and compliance with the Program Documentation; (ll) effectively monitor and detectloan modification fraudj and (iii) effectively monitor compliance with applicable consumerprotection and fair lending laws. The internal controlprogram must include documentation ofthecontrol objectives for Program activities, the aBsociated control techniques, and mechanisms fortesting and validating the controls.

(b) Servicer shall provide Freddie Mac with access to all internal control reviews and reports thatrelate to Services Wlder the Program perfonned by Servicer and its independent auditing finn toenable Freddie Mac to fulfill its duties as a. compliance agent oftbe United States; a copy ofthereviews and reports wlll be provided to Fannie Mae for record keeping and other administrativepurposes.

5. Representations. Warrantjes and Coyenanh. Servicer makes the following representations, warranties andcovenants to Fannie Mae, Freddie Mao and the Treasury, the truth and accuracy of which are continuingobligations of Servicer. [n the event that any ofthe representations, warranties, or covenants made hereincease to be true and correct, Servicer agrees to notify Fannie Mae and Freddie Mac immediately.

(a) Servicer is established under the laws ofthe United States or any state, territory, or possession ofthe United States or the District ofColumbia, and has sJgnificant operations in the United States.Servieer has fun corporate power and authority to enter into, exC(:ute, and deliver the Agreement

and to perform its obligations hereunder and has all licenses necessary to carry on its business asnow being conducted and as contemplated by the Agreement.

(b) Servicer is in compliance with, and covenants that aU Services will be perfonned in compliancewith, 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, 15USC 1601 § et seq., the Home Ownership and Equity Protection Act; 15 USC § 1639, thoFederal Trade Commission Act, 15 USC § 41 et seq., the Equal Credit Opportunity Act, IS USC§ 701 et seq., the Fair Credit Reporting Act, 15 USC § 1681 etseq., the Fair Housing Act andother Federal and state laws designed to prevent unfair, discriminatory or predatory lendingpractices 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

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registrations required under law and has obtained or will obtain all consents necessary toauthori~ the performance of its obligations under the Program and the Agreement. Theperformance ofServices under the Agreementwill not conflict with, or be prohibited in any wayby, any other agreement or statutory restriction by which Servicer is bound. provided, however,that Parmie Mae acknowledges and agrees that this representation and warranty is qualifiedsolely by and to the extent ofany contractual limitations established under applicable servicingcontracts to which Servlcer is subject. Servicer is not aware of any other legal or financialimpediments to perfonning its obligations under the Program or the Agreement and shallpromptly notify Fannie Mae ofany financial and/or operational Impediments which may impairits ability to perform its obligations under the Program or the Agreement. Servicer is notdelinquent on any Federal tax obligation or any other debtowed to the United States or collectedby the United States for the benefit of others, excluding any debt or obligation that is beingcontested in good faith.

(c) Servicer covenants that: (I) it will perform its obligations in accordance with the Agreement andwill promptly provide such performance reporting as Fannie Mae may reasonablyrequlre; (ii) allmortgage modifications and all trial period modifications will be offered to borrowers, fullydooumented and servioed in accordance with the Program Documentation; and (iii) all data,colleotlon information and other information reported by Servicer to Fannie Mae and FreddieMao under the Agreement, inciuding, but not limited to, information that is relied upon by FannieMae or Freddie Mac in caloulating the I'urohase Price or in performing any compliance reviewwill be true, complete and accurate in aU material respects, and consistent with all relevantservicing records, as and when provided.

(d) Servicer covenants that it will: (i) perform the Services required under the ProgramDooumentation and the Agreement in aocordance with the practices, high professional standardsofcare, and degree ofattention used in a well-managed operation. and no less than that which theServlcer exercises for itselfunder similar circumstances; and (ii) use qualified individuals withsuitable training, education, experience and skills to performthe Servlcos. Serviceracknowledgesthat Program participation may require changes to, or the augmentation of, its systems, staffingand procedures, and covenants and agrees to take all actions necessary to ensure it has thecapacity to implement the Program in accordance with the Agreement.

(e) Servicer covenants that it will comply with all regulations on conflicts of interest that areapplicable to Servlcer in connection with the oonduct ofits business and all confliots ofinterestand non~d.solosure obligations and restrictions and related mitigation procedures set forth in theProgram Documentation (ifany).

(1) Servicer acknowledges that the provision offalse or misieading.Jnformation to Fannie Mae orFreddie Mao in connection with the Program or pursuant to the Agreement may constitute aviolation of: (a) Federal crlmlnallaw involving fraud, oonflict of interest, bribery, or gratuityvIolations found in Title 18 of the United States Code; or (b) the oivil False Claims Act (31U.S.C. §§ 3729~3733). Servicer covenants to disclose to Fannie Mae and Freddie Mac anycredible evidence, in connection w!th the Services, that a management officlal~ employee, orcontractor of ServIcer has oommitted, or may have committed, a violation of the referencedstatutes.

(g) Servicer covenants tQ disclose to Fannie Mae and Freddie Macany other facts or lnfonnation thatthe Treasury, Fannie Mae or Freddie Mac should reasonably expect to know about Servicer and

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its contractors to help protect the reputational interests olthe Treasury, Fannie Mae and FreddieMac in managing and monitoring the Program.

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

(i) Servicer acknowledges that Fannie Mae or Freddie Mac may be required to assist the Treasurywith responses to the Privacy Act of 1974 (the "Privacy Act"), 5 USC § 552a, Inquiries fromborrowers and Freedom ofInfunnation Act, 5USC § 552, inquiries from other parties, as well asfonnal inquiries from CongressIonal conunittees and members, the Government AccountingOffice, Inspectors General and other government, entities, as well as media and conSWlleradvocacy group inquiries about the Program and its effectiveness. Servicer covenants that it willrespond promptly and accurately to aU search requests mado by Fannie Mae or Freddie Mac,comply with any related procedures which Fannie Mae or Freddie Mac may establish, andprovide related training to employees and contractors. In connection with Privacy Act Inquiries,Servicer covenants that It will provide updated and corrected infonnatlon as appropriate aboutborrowers' records to ensure that any system of record maintained by Fannie Mae on behalfofthe Treasury is accurate and complete.

0) Servicer acknowledges that Fannie Mae is required to develop and implement customer servicecall centers to respond to borrowers' and other parties' inquiries regarding the Program, whichmay require additional support from Servlcer. Servicer covenants that it will provide suchadditional customer service call support as Fannie Mae reasonably detennines is necessary tosupport the Program.

(k) Senrlcer acknowledges that Fannie Mae andlor Freddie Mac are required to develop andImplement practices to monitor and detect loan modification fraud and to monitor compliancewith applicable consumer protection and fair lending laws. Servicer covenants that it will funyand promptly coopemte with Fannie Mae's Inquiries about loan modification fraud and legalcompliance and comply with any anti-fraud and legal compliance procedures which FannieMaeandlor Freddie Mac may require. Servicer covenants that it will develop and implement aninternal control program to monitor and detect loan modification fraud and to monitorcompliance with applicable consumer protection and fair lending laws, among other things, asprovided in Section 4 of this Financial Instrument and acknowledges that the internal controlprogram will be monitored, as provided in such Section.

(L) Servlcer shall sign and deliver an Annual Certification to Fannie Mae and Freddie Maobeginning on June 1, 20 10 and again on June 1ofeach year thereafter during the Tenn, in thefonn attached as~ to the Agreement.

6. UseofContractors. Servloer is responsible for the supervision and management OfallY contractor thatassistsin the perfonnance of Services in connection with the Program. Senrlcer shall remove and replace anycontractor that fails to perfonn. Senrlcer shall ensure that all of its contraotors comply with the teJ1ns andprovisions ofthe Agreement. Servicer shall be responsible forthe acts or omissions ofits contractors as Iftheacts or omissions were by the Servicer.

7. Data Rights.

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

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(i) "Data" means any recorded information, regardless offonn or the media on which itmay be recorded, regarding any ofthe Services provided in colUlection with the Program.

(11) "Limited RightsOi means non·exclusive rights to, without limitation, use, copy,maintain, modify, enhance, disolose, reproduce, prepare derivative works, and distribute, inany manner, for any purpose related to the administration, activities, review, or audit of, orpublic reporting regarding, the Program and to pennit others to do so in connectiontherewith.

(iii) "NFl" means nonpublic personal infonnation, as defined under tho OLB.

(Iv) "OLB" means the Oramm-Loach-BlIIey A.~ IS U.S.C. 6801-6809.

(b) Subject to Section 7(c) below. Treasury, Famde Mae andFreddi~ Mao shall have LimitedRights,with respect to all Data produced, developed, orobtained by Servicer or a contractor ofServicerin connection with the Program, provided~ however, that NPI will not be transfened by FannieMae in violation ofthe OLB and, provided, further, that Servicer acknowledges and agrees thatany use ofNPI by, the distribution ofNPI to, or the trans~r ofNPI among, Federal, state andlocal government organizatIons and agencies does not constitute a violation of the OLB forpurposes 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 ProgramDocumentation, in industry standard useable format.

(0) Servicer expressly consents to the publicationoflts name as aparticipant in the Program, and theuse and publication of Servicer's Data, subject to applicable state and federal laws regardingconfidentiality, in any funn and on any media utiliud by Treasury, Fannie Mae or Freddie Mac,including, but not limited to, on any website or webpage hosted by Treasury, Fannie Mae, orFreddie Mao, in connection with the Program, provided that no Data placed inthe publio domainwill: (i) contain the name, social security number, or street address of any borrower or otherinfonnation that would allow the b01TQwer to be identified; or, (it) if presented in a fonn thatlinks the Servicer with the Data, Include infonnation other than program perfonnance andparticipation related statistics such as the nwnberofmodificatlons, perfonnanee ofmodifications,characteristios of the modified loans, or program compensation or fees, with any infonnatlonabout any borrower limited to creditworthiness characteristics suoh as debt, income, and creditscore. In any Data provided to an enforcement or supervisory agency withjurisdiction over theServicer, these limitations on borrower infonnation do not apply.

8. Publioity and Disclrumre.

(a) Servieer shall not make use ofany Treasury name, symbol, emblem, program name, or productname, in any advertising, signage. promotional material, press release, Web page, publioation, ormedia interview, without the prior written consent ofthe Treasury.

(b) Servicer shall not publish. oreanse to have published, or make public use ofFannie Mae's name,logos, trademarks, or any information about its relationship with Fannie Mae without the priorwritten pennission ofFannie Mae, which permission may be withdrawn at any time In FannieMae's sole disoretion.

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(c) Servicershallnot publish, oreause to have published, or make t)ublio use ofFreddie Mac's name(l.e., "Freddie Mac" or "Federal Home Loan Mortgage Corporation"); logos, trademarks, or anyinformation about its relationship with Freddie Mac without the prior written permission ofFreddie Mac, which pennissionmay be withdrawn at any time in Freddie Mac's sole discretion.

9. LimitRuon ofLlabillty. IN NO EVENT SHALL FANNIE MAE, TIIB TREASURY, OR FREDDIEMAC, OR THEIR RESPECTIVE OFPICERS, DIRECTORS, EMPLOYEES, AGENTS ORAFFILIATES BE LIABLE TO SERVICER WITH RESPECT TO THE PROGRAM OR TIIBAGREEMENT, OR FOR ANY ACT OR OMISSION OCCURRING IN CONNECTION WIlli TIIBFOREGOING, FOR ANY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TODIRECT DAMAGES,INDIRECT DAMAGES, LOST PROFITS, LOSS OF BUSINESS, OR OTHERINCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY NATURE ORUNDER ANY LEGAL TIIBORY WHATSOEVER, EVEN IF ADVISED OF TIIB POSSIBILITY OFSUCH DAMAGES AND REGARDLESS OF WHETHER OR NOT TIIB DAMAGES WEREREASONABLY FORESEEABLE; PROVIDED. HOWEyBR, THATTHIS PROVISION SHALLNOTLIMIT FANNIE MAE'S OBLIOATION TO REMIT PURCHASE PRICE PAYMENTS TO SERVICERIN ITS CAPACITY AS FINANCIAL AGENT OF THE UNITED STATES IN ACCORDANCE WITHTIIB AGREEMENT.

10, Indemnification. Servtcer shall indemnify, hold hannles8, and pay for the defense ofFannie Mae, theTreasury and Freddie Mao, and their respective officers, directors, employees, agents and affiliatesagainst all claims, liabilities, costs, damages, judgments, suits, actions,losses and expenses, inoludingreasonable attorneys' fees and costs of suit, arising out of or resUlting from: (a) Servlcer's breaoh ofSection 5 (Representations, Warranties and Covenants) of this Financial Ilistrumentj (b) Servicer'snegligence, willful misconduct or failure to perform its obligations under the Agreement; or (c) anyinjuries to persons (including death) or damages to property caused by the negligent or willful acts oromissions ofServicer or Its contractors. Servicer shall not settle any suit or claim regarding any oftheforegoing without Fannie Mae's prior written consent if such settlement would be adverse to FannieMae's interest, or the interests ofthe Treasury or Freddie Mac. Servicer agrees to payor reimburse allcosts that may be Incurred by Fannie Mae and Freddie Mao in enforcing this indemnity, incLudingattorneys' fees.

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

B'YVI'W2L:g,2::

Christopher CampbellSenior Vice President

Dale

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EXWBITB

FORM OF ANNUAL CERTIFICATION

ANNUAL CERTIFICATION

This Annual Certification Is delivered as provided in Secllon I.B. ofthe commitment to Purchase Financial Instrument and ServicerParticipationAgreement (the "Commitment"), effective as of [INSBRTJ, by and between Federal National Mortgage Association ("Fannie Mae"), a federallychartered corporation, acting as financial agent ofthe United States, and the undersigned party (".s.m1w"). All tenus used, but not defined herein,shall have the meanings ascribed to them in the Commlbnent,

Servlcer hereby certifies, as of[INSERT-DATE ON WHICH CERTIFICATION IS GIVEN], that:

1. Servlcerls established under the laws oftho United Stales orany state, territory, orpossesslanofthe United States orthoDistrict ofColumbla, and has significant operations in the United States. Servicer had full corporate power and authoritytoenterInl0, execute, and dl!lltverthe Agreement and to perfonn its obligations hereun4er and has aJllloenses necessary to carry on:ltsbusiness as now being conducted and as contemplated by the Agreement.

2. Servicer Is in compliance with, and certtfles that all Services have been perfonned in compliance with, all applicableFederal, state and local laws, regulations, regulatory gul4ance, statutes, ordinances, codes and requirements, inoludlng, but notlimited to; the Truth In LendlngAct, IS USC 1601 § et seq., the Home Ownership and equity Protection Act, IS USC § 1639, theFederal Trade Commission Act, IS USC § 41 etseq., the Equal Credit Opportunity Act, 15 USC § 101 e1 seq., the Fair CreditReporting Act, 15 USC § 1681 e1 seq., the Fair Housing Act and other Federal and slate laws designed to prevent unfair,discriminatory or predatory lending pracllces and all applicable laws governing tenant rights. Subject to the following sentence,Servlcer has obtained or ma4e all governmental approvals or registrations required under law and has obtained all consentsnecessary to authorize the perfonnance of its obligations under the Program and the Agreement. The perfonnance ofServicesunder the Agreement has not contUcted with, or been prohibited in any way by, any other agreement or statutory res1rlctJon bywhIch Servlcer Is bound, except to the extent ofany contractual limitations under applicable servicingcontracts10 which ServicerIs subject Servicer is not aware ofany other legal or flnanclalimpedlments toperfonning its obllgallons underthe Program or theAgreement an4 has promptly notified Fannie Mae ofany financial and/or operational impediments which may impair its ablllty toperfonn Its obligations under the Program or the Agreement Servlcer Is not dellnquenl on any Federal tax obligation or8OY otherdebt owed 10 the United States or collected by the United States for the benefit ofothers, exoluding any debts or obligations thatare being contested In good faith.

3. (i) Servicer has performed Its obligations In accordance with lhe Agreement and has promptly provided such perfonnancereporting as Fannie Mae and Freddie Mac have reasonably required; (Ii) all mortgage modifications and all trial periodmodifications have been offered by Servlcer 10 borrowers, fully documented and serviced by Servlcer in accordance with theProgram Documentation; and (1Il) all data, collection Information and other information reported by Servicerto Fannie Mae andFre4dle Mao under the Agreemenl, Including:, bulnot Iimite<llo, information lhat was relied upon by Fannie Mae and FreddleMacIn calculating the Purchase Price and in performing any compliEmcc review, was true, complete and accurate in all materialrespects, and consistent with all relevant servicing records, as an4 when provided.

4. Servicer has: (I) perfonne<! the Services required under the Agreement in accordance with the practices, hlghprofesslonalstandards ofcare, and degree ofattention used In a well-managed operation, and no less than that which the Servlcerexercises forItselfunder similar circumstances; and (i1) used qualified individuals with suitable training, e<!ucatlon, experience and ~kills toperfonu the Services. Servicer acknowledges thai Program partlolpation required changes to, orthe augmentation of, lis systems,staffing and procedures; Servicer took all actions necessary to ensure that It had the capacity to implement the Program inaCC(lrdance Wilh the Agreement.

S, Servicer haa complied with all regulations on conflicts ofinterest that are applicable to Servlcer in connection with thecon4uct of Its business an4 all conflicts of interest and non-disclosure obligations and restrictions and related mitigationprocedures set forth in the Program Documentation (If any).

6. Servlcer acknOWledges that the provision offatse or misleading information to FannieMae orFreddieMac in conne<:tionwith the Program or pursuant to the Agreement may constitute aviolation of. (a) Federal criminal law involving fraud, confllot ofInterest, bribery, or gratuity violations found In Title 18 ofthe United States Code; or (b) the civil False Claims Act (31 U.S.C. §§3729-3733), Servlcerhas disclosed 10 Fannie Mae and Freddie Mac any credibleevidence, inconnectlon with the Services, thatamanagement offiolal, employee, or contractor ofServicer has committed, or may have committed, a violation ()fthe referencedstatutes.

7. Servlcer has disclosed to Fannie Mae and Freddie Mac any other faCIS or infunnation that the Tre88ury, Fannie Mae orfreddie Mao should reasonably expect to know aboutServlcer and lis contractors to help protect the reputatlonallnterests oftheTreasury, 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 of1974 (the "Privacy Act"), SUSC § S52a, Inquiries from borrowers andFreedorn ofInformation Act, SUSC § 552,Inquiries from (Itherpartles, as well ufonnallnqulrles from Congressional committeesand members, the GovemmentAccountlngOffice, Inspectors General and other government entities, as well as media and consumer advocacy group Inquiries about theProgram and its effectiveness. Servicer has responded promptly and accurately to all search requests made by Fannie Mae andFreddie Mac, complied with any related procedures which Fannie Mae and Freddie Mac have esta.bllshed, and provided relatedtraining to employees and contractors. In connection with Privacy Act Inquiries, servicer has provided updated and correctedinformation as appropriate about borrowers' re<:ords to ensure that any system ofrecord maintained by Fannie Mile on behalfofthe TreasUl}' is accurate and complete.

9. Servlcer acknowledges that Fannie Mae Is required to develop and Implementeustomerservlce call centers to respond toborrowers' and other parties' Inquiries regarding the Program, which may require additional support from Servlcer. Servlcerhasprovided such additional customer service call support as Fannie Mae has reasonably requested to support the Program.

10. Servlcer acknowledges that Fannie Mae and/or Freddie Mac are required to develop and implement practices to monitorand detect loan modification fraud and to monitor compliancewith applicable consumer protection and fair lending laws. Servicerhas fully and promptly cooperated with Fannie Mae's Inquiries about loan modlfica11on fraud and legal compliance and hascomplied with any anti-fraud and legal compliance procedures which Fannie Mae and/or FreddieMac have required. Servlcer hasdeveloped and implemented an internal control program to monitor and detect loan modification fraud and to monitor compliancewith applicElble consumer protection and fair lending laws, among other things, as provided In Section 4 of the FinancialInstrument.

In the event that any ofthe certifications made herein are discovered not to be true and correct, Servicer agrees to nOllfy Fannie Mae and FreddieMac Immediately.

c

Date

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EXBIBITC

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT

ASSIGNMENT AND ASSUMPTION AGREEMENT

This Assigrunent and Assumption Agreement (the "Assignment and Assumption Agreement") is entered into as of[INSERTDATE] by and between [INSBRTFULL LOOALNAMBOF ASSIGN0Rj C'AliJggQ;") and [INSBRTFULLLBGAL NAMEOF ASSIGNEE] (ll~"). All terms used, but not defined, herein shall have the meanings asoribed to them in theUnderlying Agreement (defined below).

WHEREAS, Assignor and Federal National Mortgage Association, a federally chartered corporation, as financial agent oftheUnited States ("Fannie Mao"), aro patties to a Commitment to Purchase Financial Instrument and Servicer ParticipationAgreement, a complete copy ofwhich (including all exhibits, amendments and modifioations thereto) Is attached hereto andincorporated herein by this referenoe (the "Underlying Agreement");

WHEREAS, Assignor has agreed to assign to Assignee: (i) aU ofits rights and obligations under the Underlying Agreementwith respeot to the mortgage loans identified on the schedule attached hereto as Schedule 1 ("Schedule I'') and/or (Ii) certainother rights and obligations under the Underlying Agreement that are identified on Schedule I; and

WHEREAS, Assignee has agreed to asswne the mortgage loans and other rights and obligations under the UnderlyingAgreement identified on Schedule 1.

NOW. THEREFORE) for good and valuable considemtion. the receipt and sufficiency ofwhich are hereby acknowledged, theparties hereto agree as follows:

1. Assignment. Assignorhereby assigns to Assignee aU ofAssignor's rights and obligations under the Underlying Agreementwith respect to the mortgage loans identified on Schedule I and suoh other rights and obligations under the UnderlyingAgreement that are identified on Schedule 1.

2. Assunmtion. Assignee hereby accepts the foregoing assignment and assumes all ofthe rights and obligations ofAssignorlJJIder the Underlying Agreement with respect to the mortgage loans identified on Schedule I and suoh other rights andobligations under the Underlying Agreement that are identified on Schedule 1.

3.Ef fective Date. The date on which the assignment and assumption of rights and obligations under tha UnderlyingAgreement Is effective is [INSERT EFFECTIVE DATE OF ASSIGNMENT/ASSUMPTION].

4. Successors. All future transfers and assignments of the mortgage loans) rights and obligations transferred and assignedhereby are subject to the transfer and assignment provislons ofthe Underlying Agreement. This Assignment and AssumptionAgreement shallinwe 10 the benefit of, and be binding upon, the pennined successors and assigns ofthe parties hereto.

5. Connterow. This Assignment and Assumption Agreement may be exeouted in counterparts, each ofwhich shall be anoriginal, but all of which together constitute one and the same instrument.

. I .

IN WITNESS WlIEREOF. Assignor and AssIgnee, by their duly authorized officials, hereby execute and deliver thisAssignment and Assumption Agreement, together with Schedule I, effective as ofthe date set forth in Section 3 above.

ASSIGNOR: [INSERT FULL LEGAL NAME OFA$SIONORj

By:=~~ _Name:Title: '_~_---------------Date:_-:- _

. 2·

ASSIGNEE: [INSERT FULL LEGAL NAME OFASSIGNEE]

By'= _

Nome:Title,'----------~~--Da''' _

SCHEDULE I

Xl!

ASSiGNMENT AND ASSUMPTION AGREEMENT

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EX!llBITP

FORM OF COVER SHEET

Cover Sbeet for Transmission of

Commitment to Purchase Financial InUrument andSerylcer Partieipation Agreement

I2! [INSERT FULL LEGAL NAME OF SERVICERj("~"). [INSERT SERVICER CONTACT]

Emm.!. Federal National Mortgage Assoclatiollt a federally chartered corporation, as financial agent oftheUnited States ("Fannie Mae")

Copy To: The U.S. Department of the Treasury, [INSERT TREASURY CONTACT]

Dale: [INSERTDATB OF TRANSMISSION]

Melhod olTraosmlsslon: [Facsimile to [INSERT FAX NUMBER OF SERVICER]j [[Emall with PDF fileettachad to [INSERT SERVICER EMAIL ADDRBSS][Speoify other method ofelectronic delivery]]

NOTICE

This transmission constitutes notice to Servicer that the Commibnent to Purchase FInancial Instrument andServicer Participation Agreement, by and between FllllJl1e Mae and Servicer (the "Commitmenf? and theFlnanolal Instrument attached thereto have been fully executed and are effective as of the date of thistransmissIon. The date of this transmission shalt be the "Effectiye Date" of the Cormnitment and theFinancial Instmment.

Copies ofthe fully executed Commitment and FinancIal Instrument are attached to this transmission for yourrecords.

. I .