Wells Fargo HAMP Agreement

8/7/2019 Wells Fargo HAMP Agreement

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EXHIBIT 1

Case 4:10-cv-10311-FDS Document 1-2 Filed 02/23/10 Page 1 of 28


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COMMITMENT TO PURCHASE FINANCIAL INSTRUMENTand

SERVICERPARTICIPATION AGREEMENTfor the

HOME AFFORDABLE MODIFICATION PROGRAMunder theEMERGENCY ECONOMIC STABILIZATION ACT OF 2008

This Commitment to Purchase Financial Instrument and ServiceI' ParticipationAgreement (the"Commitment") is entered into as ofthe Effective Date, by and between Federal NationalMortgage Association, a federally chartered corporation, as fmancial agentofthe United States ("Fannie Mae"), and the undersigned party ("Servicer"). Capitalized tenus used, but not defined contextually,shall have the meanings ascribed to them in Section 12 below.

Recitals

WHEREAS, the U.S. Departmentof the Treasury (the "Treasury") has established a HomeAffordableModificationProgram(the"Program") pursuant to section 101 and 109 ofthe Emergency Economic StabilizationAct of2008 (the "Act"), as section 109 ofthe Act has been amended by section 7002 of the American RecovClY and Reinvestment Act of 2009;WHEREAS, the Program includes loan modification and other foreclosure prevention services;WHEREAS, Fannie Mae has been designated by the TreasUlY as a financial agent ofthe United States in connection with theimplementation of the Program;WHEREAS, FannieMae will, in its capacity as a financial agent of the United States, 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 procedmes as they relate to theProgram, consistent with theAct and in accordance with thedirectives of, and guidance provided by, the Treasury;WHEREAS, Federal HomeLoanMortgage Corporation ("FreddieMac") has been designatedby the TreasUlyas a fmancial agentof the United States andwill, in its capacity as a financial agent of the United States, fulfill a compliancerole inconnectionwith theProgram; all references to FreddieMac in the Agreement shall be in its capacity as compliance agent of the Program;WHEREAS, all FannieMae andFreddieMac approved servicers are being directed tln'ough their respective servicingguides andbulletins to implement the Programwith respect to mortgage loans owned, securitized, or guaranteed by FannieMae or FreddieMac (the "GSE Loans"); accordingly, this Agreement does not apply to the GSE Loans;WHEREAS, all other servicers, as well as FarmieMae and FreddieMac approved servicers, thatwish to pmticipatein theProgramwith respect to loans that are not GSE Loans (collectively, "ParticipatingServicers") must agree to certain terms and conditionsrelating to the respective roles and responsibilities of Program participants and other financial agents of the govemment; andWHEREAS, ServiceI' wishes to participate in theProgram as a Participating Serviceron the terms and subject to the conditions setforth herein.Accordingly, in consideration of the representations, warranties, and mutual agreements set forth herein and for other good andvaluable consideration, the receipt and sufficiencyofwhich are hereby acknowledged, FannieMae and ServiceI' agree as follows.



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Agreement1. ServicesA. Subject to Section 10.C., Servicer shall perform the loan modification and other foreclosme prevention services(collectively, the "Services") described in (i) the Financial Instrument attached heretoas ExhibitA (the"Financial Instmment"); (ii)the Program guidelines and procedmes issued by the TreasUlY, including, without limitation, the net present value assessmentrequirements of the Program (the "Program Guidelines"); and (iii) any supplemental documentation, instructions, bulletins, letters,directives, or other communications, including, but not limited to, business, continuity requirements, compliance requirements,performance requirements and related remedies, issued by theTreasmy, FannieMae, or Freddie Mac in order to change, or fiu1herdescribe or clarify the scope of, the rights and duties of the Participating Scrvicers in connection with the Program (the"Supplemental Directives" and, together with the Program Guidelines, the "Program Documentation"). The ProgramDocmnentation will be available to all Participating Servicers at www.financialstability.gov. The ProgramDocumentation, as thesame may be modified or amended from time to time in accordance with Section 10 below, is hereby incorporated into theCommitment by this reference.B. Servicer's representations and wlUTanties, and acknowledgement ofand agreement to fulfill or satisfY certain duties andobligations, with respect to its plUticipation in the Program and under the Agreement are set forth in the Financial Instrument.Servicer's certification as to its continuing compliance with, and the truth and accuracy of, the representations andwarranties setforth in the Financial Instrumentwill be provided annually in the form attachedhereto as Exhibit B (the "Annual Certification"),beginning on June I , 20I0 and again on June I of each year thereafter during the Term (as defined below).C. The recitals set forth above are hcreby incorporated herein bythis reference.2. Authority and Agreement to Participate in ProgramA. Servicershall perform the Services for all mortgage loans its services, whether it services suchmortgageloans forits ownaccount or for the account of another party, including any holders of mortgage-backed securities (each such other party, an"Investor"). Serviccr shall use reasonable eff0l1s to remove all prohibitions or impediments to its authority, and use reasonableeffOlts to obtain all third party consents and waivers that are required, by contract or law, in order to effectuate anymodificationofa mortgage loan under the Program.B. Notwithstanding subsection A., if (x) Servicer is unable to obtain all necesslUY consents and waivers for modifying amortgage loan, or (y) the pooling and servicing agreement or other similar servicing contract goveming Servicer's servicing of amortgage loan prohibits Servicer from performing the Services for thatmortgage loan, Servicershall not be requit'ed toperfOllli theServices with respect to that mortgage loan and shall not receive all or any portion of the Pmchase Price (as defined below)otherwise payable with respect to such loan.C. Notwithstanding anything to the contrarycontained herein, the Agreement does not apply to GSE Loans. Servicers aredirected to the servicing guides and bulletins issued by Fannie Mae and Freddie Mac, respectively, conceming the Program asapplied to GSE Loans.D. Serviccr's performance ofthcServices and implementationof the Program shall be subject to reviewby FreddieMac andits agents and designees as more fully set forth in the Agreement.3. Set Up; Prerequisite to PaymentServicer will provide to Fannie Mae: (a) the set up information required by the ProgramDocmnentation and any ancilllUy oradministrative information requested by FannieMae in orderto process Servicer's participation in the Program as a ParticipatiogServicer on or before theEffectiveDate oftheCommitment; and (b) the data elements for eachmortgage eligible for the Program

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as andwhen described in theProgramDocumentation an d the Financial Instrument. Purchase Price payments will nbl beremittedpmsuant to Section 4 with respect to anymodified mortgage for which the required data elements have not been provided.4. Agreement to Purchase Financial Instrument; Payment of Purchase PriceA. FannieMae, in its capacity as a financial agent ofthe United States, agrees to purchase, and ServiceI' agrees to sell to FannieMae, in such capacity, the Financial InstlUment that is executed an d delivered by ServiceI' to FannieMa e in the form attachedhereto as Exhibit A, in consideration for the payment by Fannie Mae, as agent, o f the Purchase Price (defined below). Th econditions precedent to the payment by Fannie Ma e of the PurchasePrice are: (a) the execution and delivery ofthe Commitmentand the Financial Instrument by ServiceI' to Fannie Mae; (b) the execution and delivery by Fannic Ma c o f the Commitment toServiceI'; (c) the deliveryo fcopies o f the fully executedCommitment an d Financial Instrument to TreasUlYon the EffectiveDate;(d) the performanceby ServiceI'o f the Services described in theAgreement, in accordance with the terms and conditions thereof, tothe reasonable satisfactiono fFannieMa e andFreddie Mac; and (e) the satisfactionby ServiceI'o f such other obligations as are setforth in the Agreement.B. Solely in its capacity as thefinancial agent oftheUnited States, and subject to subsection C. below, FannieMa e shall: (i) remitcompensation payments to ServiceI'; (ii) remit incentive payments to ServiceI' for the account o f ServiceI' an d for the credit o fb011'0wers under their respective mortgage loan obligations; an d (iii) remit payments to ServiceI' for the account ofInvestors, ineach case in accordance with the Program Documentation (all such payments, collectively, the "Purchase Price"); all paymentsremitted to ServiceI' for the credit ofb011'0wers or for the account ofInvestors under the ProgramDocumentation shall be appliedby ServiceI' to the borrowers' respectivc mortgage loanobligations, or remitted by ServiceI' to Investors, as requiredby theProgramDocumentation. FannieMa e shall have no liability to ServiceI' with respect to the payment ofthe PurchasePrice, unless anduntil:(a) ServiceI' and all other interested parties have satisfied all pre-requisites set forth herein an d in the Program Documentationrelating to the Program payment structure, including, bu t not limited to, the deliveryo f all data elements required by Section 3 o fthis Commitment; and (b) the Treasuryhas provided funds to FannieMa e for remittance to ServiceI', togetherwithwritten directionto remit the funds to ServiceI' in accordance with the ProgramDocumentation.C. Th e Purchase Price will be paid to ServiceI' by FannieMa e as the financial agent oftheUnited States as and when describedherein an d in the ProgramDocumentation in consideration for the execution an d delively oftheFinancial InstlUmentby ServiceI' onor before the Effective Date o f the Agreement, upon the satisfaction o f the conditions precedent to payment described insubsections A. and B. above.D. Th c value o f the Agreemcnt is limited to $2,873,000,000 (the "Program Participation Cap"). Accordingly, the aggregatePurchasePrice payable to ServiceI' under the Agreement may not exceed the amount ofthe ProgramParticipationCap. For eachloan modification that becomes effective, the aggregate remaining Purchase Price available to b e p ai d to ServiceI' under theAgreement will be reduced by themaximumPurchasePrice potentiallypayable with respect to that loanmodification. Inthe eventthe PurchasePrice actually paidwith respect to that loanmodification is less than the maximumPurchasePricepotentiallypayable,the aggregate remaining Purchase Price available to be paid to Servicer under the Agreement will be increased by the differencebetweensuch amounts. Notwithstanding the foregoing, no agreements with b011'0wers intended to result innew loanmodificationswill be effected under the Agreement, and no payments will be madewith respect to any ne w loanmodifications from andafterthedate onwhich the aggregatePurchase Price paidor payable to ServiceI' under the Agreement equals theProgramParticipationCap.Treasury may, from time to time in its sole discretion, adjust the amount o f the Program Participation Cap. ServiceI' will benotified o f all adjustments to the Program Participation Cap in writing by Fannie Mae.E. ServiceI' shall maintain complete an d accurate records of, and supporting documentation for, the borrowerpayment, including,bu t not limited to, PITIA (principal, interest, taxes, insurance (including homeowner's insurance and hazard an d flood insurance)an d homeowner's association and/or condo fees), an d delinquency info11'llation and data provided to Fannie Ma e regarding eachagreement relating to a trial modification period and each loan modification agreement executed under the Program,whichwillbereliedupon by FannieMa e when calculating, as financial agent for theUnited States, the Purchase Price to be paidby the Treasmythrough Fannie Ma e or any other financial agent. ServiceI' agrees to provide FannieMa e and FreddieMa cwith documentation and

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other information with respect to anyamounts paid by theTrea'suryasmaybe reasonably requestedby suchpalties. In theevent ofa discrepancy or error in the amount ofthe Purchase Price paid hereunder, at Fannie Mae's election, (x) ServiceI' shall remit toFannieMae the amount of any overpaymentwithin thirty (30) days of receiving a refund request fromFannieMae, or (y) FannieMaemay immediatelyoffset the amount of the overpayment against other amounts due and payable to ServiceI' byFannieMae, asfinancial agent of the United States, upon written notice to Selvicer. ServiceI' shall still be obligated to credit to the respectivemortgage loanobligations of borrowers, and to the respective accounts ofInvestors, anyportion ofthe PurchasePriceto which theyare entitled (i fany) notwithstanding such offset unless otherwise directed by FannieMae.F. At the election and upon the direction of the Treasury andwith prior written notice to ServiceI', FannieMae may deduct fromany amount to be paid to ServiceI' any amount that ServiceI', Investor, or bOll'ower is obligated to reimburse or pay to theUnitedStates 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 party which is liable for the obligation to the United States government.G. In the event that the Agreement expires or is terminated pursuant to Section 5 or Section 6, andsubject to FannieMae's rightsunder Section 6, Fannie Mae shall, solely in its capacity as the financial agent of the United States, continue to remit all amountsthat areproperly payable pursuant to subsection A. above to ServiceI' in accordance with theProgramDocumentationuntil paid infull, provided, however, that Purchase Price payments will be made only with respect to qualifying mortgage loan modificationsthat were submitted by Selvicer 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 contrmy contained in subsection G. above, in the event that the Agreement is terminatedpursuant to Section 6 B. in connectionwith an Event ofDefault by Servicer under Section 6 A., no compensation with respect toany loan will be paid to ServiceI' for the account ofthe ServiceI' subsequent to termination; subject to FannieMae's rights underSection 6, Fannie Mae's only continuing obligations as fmancial agent of the United States subsequent to termination will be toremit payments to Servicer (or, at FannieMae's discretion, an alternative provider) for the account ofborrowers and I n v e s t O l ~ , asprovided in the Agreement.I. Notwithstanding anything to the contraly contained in subsection F. above, in the event that the Agreement is terminatedpursuant to Section 6 C. in connectionwith an Event ofDefault by an Investor or a bOlTowerunder Section 6 A., no compensationwith respect to any loan will be paid to Selvicer for the credit or account ofthe defaultingparty subsequent to termination; subjectto Fannie Mae's rights under Section 6, Fannie Mae's only continuing obligations as financial agent of the United Statessubsequent to termination will be to remit payments to ServiceI' for the credit or account ofnon-defaulting parties as describedinthe Program Docmnentation.

J. Notwithstanding anything to the contrary contained herein, FannieMae, in its capacity as the financial agent oftheUnitedStates,may reduce the amounts payable to ServiceI' under Section 4.B., or obtain repayment ofprior payments madeunder Section 4.B., inconnection with an Event of Default by ServiceI' or in connection with an evaluation of performance that includes any specificfindings by Freddie Mac that Selvicer's performance under any performance cri teria established pursuant to the ProgramDoemnentation is materially insufficient; provided, however, Fannie Mae will seek to obtain repayment ofprior payments madeunder Section 4.B. onlywith respect to loanmodifications that are determined by FannieMae or FreddieMac to have been impactedby, or that FannieMae or Freddie Mac believesmay have been, or maybe, impacted, by the Event ofDefault or fmdings givingriseto this remedy. These remedies are not exclusive; they are available in addition to, and not in lieu of, anyother remedies availabletoFannieMae at law or in equity.K. Notwithstanding anything to the contrary contained herein, FannieMae, in its capacity as the fmancial agent oftheUnitedStates,may reduce the amounts payable to ServiceI' for the credit or account of an Investor or a borrower under Section 4.B., or obtainrepayment of prior payments made for the credit or account of such parties under Section 4.B., in connection with an Event ofDefault by an Investor or a borrower. Selvicer will reasonably cooperate with, and provide reasonable support and assistance to,FannieMae and Freddie Mac in connection with their respective roles and, in FannieMae'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

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exclusive;'they are available in addition to, and not in lieu of, any other reme


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directive issued by FannieMae orFreddieMacwith respect to documehts or data requested, fmdingsmade, or rcmcdies established, by Fannie Mae and/or Freddie Mac in conjunction with suchperformance critcria or other Program requirements.

B. FannieMae may take any, all, or none of the following actions upon an Event ofDefault by Servicer under the Agreement:(I ) Fannie Maemay: (i) withhold some or all ofthe Servicer's portion ofthe PurchasePrice until, inFannie Mae's determination, Servicer has cured the default; and (ii) choose to utilize altemativemeans of paying any portion of the Purchase Price for the credit or account of borrowers andInvestors and delay paying such pOltion pending adoption of such alternative means.(2) FannieMae may: (i) reduce the amounts payable to Selvicer under Section4.B; and/or (ii)requirerepayment of prior payments made to Servicer under Section 4.B, provided, however, FannieMaewill seek to obtain repayment of prior payments made under Section 4.B. only with respect to loanmodifications that are determined by FannieMae or Freddie Mac to have been impacted, or thatFannie Mae or FreddieMac believes may have been, 01' maybe, impacted, by the Event ofDefaultgiving rise to the remedy.(3) Fannie Mae may require Servicer to submit to additional Program administrator oversight,including, but not limited to, additional compliance controls and quality control reviews.(4) FannieMae may terminatc the Agreement and cease its performance hereunder as to some 01' allof the mortgage loans subject to the Agreement.(5) Fannie Mae may require ServiceI' to submit to information and reporting with respect to itsfinancial condition and ability to continue to meet its obligations under the Agreement.

C. FannieMaemay take any, all, ornone ofthe following actions upon an Event ofDefault involving an Investor 01'a bOll'OWer inconnection with the Program:(I ) FannieMaemay withhold all or any portion ofthe Purchase Price payable to, 01' for the credit oraccount of, the defaulting party until, in FannieMae's determination, the default has been cured orotherwise remedied to Fannie Mae's satisfaction.(2) Fannie Mae may: (i) reduce the amounts payable to ServiceI' for the credit, 01' account of, thedefaulting party under Section 4.B; and/or (ii) require repayment of prior payments made to thedefaulting partyunder Section 4.B. ServiceI' will reasonably cooperatewith, and provide reasonablesupport and assistance to, FannieMae and FreddieMae in connection with their respective roles and,in Fannie Mae's case, in connection with its efforts to obtain repayment of prior payments made toInvestors andborrowers as provided in this subsection.(3) Fannie Mae may require Servicer to submit to additional Program administrator oversight,including, but not limited to, additional compliance controls and quality control reviews.(4) FannieMaemay cease its performance hereunder as to some or all of themortgage loans subjectto the Agreement that relate to the defaulting Investor or borrower.

D. In addition to the telmination rights set forth above, FannieMaemay terminate theAgreement immediately uponwrittennoticeto Servicer:

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(I) at the direction ofthe Treasury;(2) in the event of a merger, acquisition, or other change of control ofServicer;(3) in the event that a receiver, liquidator, trustee, or other custodian is appointed for the Servicer; or(4) in the event that a material tenn of the Agreement is determined to be prohibited or unenforceable asreferred to in Section II.C.

E. The Agreement will terminate automatically:(I) in the event that the Financial Agency Agrecmcnt, dated February 18, 2009, by and betweenFannieMae and the Treasury is terminated; or(2) upon the expiration or termination of the Program.

F. The remedies available to FannieMae 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 availablc to FannieMae at law or in equity.G. If the event of termination of the Agreement under any circumstances, Servicer and FannieMae agree to cooperatewith oneanother on an ongoing basis to ensure an effective and orderly transition or resolution ofthe Services, including the provision ofany infonnation, reporting, records and data required by FannieMae and FreddieMac.H. If an Event ofDefault under Section 6.A.l., Section 6.A.4., or Section 6.A.5. occurs and FannieMae determines, in its solediscretion, that the Event ofDefault is curable and elects to exercise its right to terminate theAgreement, FannieMae willprovidewritten noticeofthe Event ofDefault to Servicer and theAgreementwill terminate automatically thirty (30) days after Servicer'sreceipt of such notice, ifthe Event ofDefault is not curedby Servicer to the reasonable satisfaction ofFannieMae prior to the endof such thirty (30) day period. If FannieMae determines, in its sole discretion, that an Event ofDefault under Section 6.A.1. ,Section 6.AA, or Section 6.A. 5. is not curable, or ifan Event ofDefault under Section 6.A.2. or Section 6.A.3. occurs, andFannieMae elects to exercise its right to tenninate the Agreement under Section 6.BA., Fannie Mae will provide written notice oftennination to the Selvicer on or before the eflective date of the tetmination.

7. DisputesFannie Mae and Servicer agree that it is in their mutual interest to resolve disputes by agreement. If a dispute arises under theAgreement, the parties will use all reasonable efforts to promptly resolve thedispute bymutual agreement. If a dispute cannotberesolved infonnally by mutual agreement at the lowest possible level, the dispute shall be referred up the respective chain ofcommand of each party in an attempt to resolve the matter. This will be done in an expeditious manner. Servicer shall continuediligent performance ofthe Services pending resolution ofanydispute. FannieMaeand Servicer reserve the right to pursue otherlegal or equitable rights theymay have concerning any dispute. However, the parties agree to take all reasonable steps to resolvedisputes internally before commencing legal proceedings.8. Transfer or AssignmentA. Selvicer must provide written notice to Fannie Mae and Freddie Mac pursuant to Section 9 below of: (i) any transfers orassignments ofmortgage loans subject to this Agreement; and (ii) any other transfers or assignments of Servicer's rights andobligations under this Agreement. Such notice must include payment instructions for payments to be made to the transferee orassignee ofthemortgage loans subject to the notice (i fapplicablc), and evidence ofthe assumptionby such transferee or assigneeof the mortgage loans or other rights and obligations that are transferred, in the form of Exhibit C (the "Assignment and

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AssumptionAgreement"). Servicer acknowledges thatFannieMaewill continue to remit payments to Servicerin accordancewithSection 4.B. with respect to mortgage loans that have been assigoed or transferred, and that Scrvicer will be liable forunderpayments, overpayments and misdirected payments, unless and until such notice and an executed Assignment andAssumptionAgreement are provided to FannieMae and FreddieMac. Anypurported transfer or assigoment ofmortgageloans orother rights or obligations under the Agreement in violation of this Section is void.B. Servicer shallnotifyFannieMae as soon as legally possibleofanyproposedmerger, acquisition, or other changeof control ofServicer, and of any financial and operational circumstances whichmay impair Servicer's ability to pmformits obligations underthe Agreement.9. NoticesAll legal notices under the Agreement shall be in writing and referred to each party's point of contact identified below at theaddress listedbelow, or to such other point of contact at such other address as maybe designated inwriting by suchparty. All suchnotices underthe Agreement shall be considered received: (a) when personallydelivered; (b) when delivered by commercial overnight courier with verification receipt; (c) when sentby confirmed facsimile; or (d) three (3) days afterhaving been sent, postageprepaid, via certifiedmail, retmn receipt requested. Notices shall notbe made or delivered in electronic form, exceptas providedinSection 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 Servicer:Wells Fargo Bank, N.A.I Home CampusDes Moines Iowa 50328-000IAttention:With a copy to:

Wells Fargo Bank, N.A.I HomeCampusDes Moines, Iowa 50328-000IAttention: General Counsel,Telephone:Facsimile:email:

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To Fannie Mae:Fannie Mae3900 Wisconsin Avenue,NWWashington, DC 20016Attention: General CounselFacsimile:email:

To Treasury:ChiefOffice of Homeownership PreservationOffice of Financial StabilityDepartment ofthe Treasury1500 Pennsylvania Avenue,NWWashington, DC 20220Facsimile: (202) 622-9219

To Freddie Mac:FreddieMac8100 Jones Branch DriveMcLean, VA 22102Attention: Vice President, Making Home Affordable -- ComplianceFacsimile: (703) 903-2544Email to:[email protected]

10. ModificationsA. Subject to Sections IO.B. and IO.C., modifications to the Agreement shall be in writing and signedby FannieMaeandServicer.

B. Fannie Mae and the Treasury each reserve the right to unilaterally modify or supplement the terms and provisions of theProgramDocumentation that relate (as determined by Fannie Mae or theTreasury, in their reasonablediscretion) to the complianceand performance requirements of the Program, and related remedies established by Freddie Mac, and/or to technical,administrative, or procedural matters or compliance and reporting requirements that may impact theadministration oftheProgram.

C. Notwithstanding Sections IO.A. and IO.B., anymodification to the ProgramDocumentation that materially impactthe borrowereligibility requirements, the amount of payments of the Purchase Price to be made to Participating Servicers, Investors andborrowers under the Program, or the rights, duties, or obligations ofParticipating Servicers, Investors or b011'0wers in connectionwith the Program (each, a "Program Modification" and, collectively, the "Program Modifications") shall be effective only on aprospective basis; Participating Servicers will be afforded the opportunity to opt-out ofthe Programwhen ProgramModificationsare published with respect to some or all of the mortgage loans sought to be modified under the Program on or after the effectivedate of the ProgramModification, at Servicer's discretion. Opt-out procedures, including, but not limited to, the timeand processfor notificationof election to opt-out and thewindow for suchelection, will be set forth in theProgramDocumentation describingthe Program Modification, provided, however, that Servicerwill be given at least thirty (30) days to elect to opt-out ofa ProgramModification. For the avoidanceofdoubt, during the period duringwhich Servicermayelect to opt-out of a ProgramModification

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and after any such opt-out is elccted by ServiceI', ServiceI' will continue to perform the Services described in the FinancialInstrument and the Program Documentation (as the Program Documentation existed immediately prior to the publicationof theProgram modification prompting the opt-out) with respect to qualifying mortgage loan modifications that were submitted byServiceI' and accepted by FannieMae prior to the opt-out.11. MiscellaneousA. TheAgreement shall be governed by and construed under Federal law and not the law ofany state or locality, without referenceto or application of the conflicts of law principles. Any and all disputes between the parties that cannot be settled by mutualagreement shall be resolved solely and exclusively in the United States Federal courts locatedwithin theDistrictofColumbia.Bothparties consent to the jurisdiction and venue of such courts and irrevocably waive any objections thereto.B. TheAgreement is not a Federal procurement contract and is therefore not subject to the provisions ofthe Federal PropertyandAdministrative Services Act (41 U.S.C. 251-260), the Federal Acquisition Regulations (48 CFR Chapter I), or any otherFederal procurement law.C. Any provision of the Agreement that is determined to be prohibited or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffcctive to the extent of such prohibition or unenforceability without invalidatingthe remaining provisions oftheAgreement, and no suchprohibition or unenforceability in any jurisdictionshall invalidate suchprovision in anyotherjurisdiction.D. Failure on the part ofFannieMae to insist upon strict compliance with any ofthe terms hereofshall notbe deemed a waiver,nor will any waiver hereunder at any time be deemed a waiver at any other time. No waiver will be valid unless in writing andsigned by an authorized officer ofFannieMae. No failure by Fannie Mae to exercise any right, remedy, or power hereunderwilloperate as a waiver thereof. The rights, remedies, and powers provided herein are cumulative and not exhaustive of any rights,remedies, and powers provided by law.E. TheAgreement shallinure to the benefit of and be binding upon the parties to theAgreement and their pClmitted successors-inintercst.F. The Commitmcnt and thcAssignment andAssumption Agreement (i f applicable) may be executed in two ormore counterparts(and by different parties on separate counterparts), eachofwhich shall be an original, but all ofwhich together shall constituteoneand the same instrument.G. The Commitment, together with the Financial Instmment, the Annual Certifications, the Assignment and AssumptionAgreement (i f applicable) and the Program Documentation, constitutes the entire agreement of the parties with respect to thesubject matter hereof. In the event of a conflict between any of the foregoing documents and the Program Documentation, theProgramDocumentationshall prevail. In the event of a conflict between the ProgramGuidelines and theSupplemental Directives,the Program Guidelines shall prevail.H. Anyprovisions oftheAgreement (including all documents incorporated by reference thereto) that contemplatetheir continuingeffectiveness, including, but not l imited to, Sections 4, 5 B., 6 F., 6 G., 9, II and 12 oftheCommitment, and Sections 2, 3, 5, 7, 8,9 and 10 of theFinancial Instmment, and any other provisions (orportions thereof) in theAgreement that relate to, ormay impact,the ability of Fannie Mae and Freddie Mac to fulfill their responsibilities as agents of the United States in connection with theProgram, shall survive the expiration or termination of the Agreement.12. Defined Terms; Incorporation by ReferenceA. All references to the"Agreement" necessarily include, in all instances, the Commitment andall documents incorporated into theCommitment by reference, whether or not so noted contextually, and all amendments andmodifications thereto. Specific references

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throughout theAgreement to mdividual documents that are incorporatedby reference into theCoriunitment are not inclusive of anyother documents that are incorporated by reference, unless so noted contextually.B. The term "Effective Date" means the date on which FannieMae transmits a copy of the fully executed Commitment andFinancial Instrument to Treasury and Selvicer with a completed cover sheet, in the form attached hereto as Exhibit D (the "CoverSheet"). The Commitment and Financial Inshument and accompanying Cover Sheet will be faxed, emailed, or made availablethrough other electronic means to Treasury and Servicer in accordance with Section 9.C. The ProgramDocumentation andExhibit A- FormofFinancial Inshument, Exhibit B - FormofAnnualCertification, ExhibitC - Form ofAssignment and Assumption Agreement and Exhibit D - Form of Cover Sheet (in each case, in form and, uponcompletion, in substance), including all amendments and modifications thereto, are incorporated into this Commitment by thisrefercnce and given the same force and effect as though fully set forth herein.

[SIGNATURE PAGEFOLLOWS; REMAINDEROF PAGE INTENTIONALLY LEFT BLANK]

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IIn WitnessWhereof, Servicer and FannieMae by their duly authorized officials hereby execute and deliver this Commitment toPurchase Fioancial Instrument and Servicer Participation Agreement as of the Effective Date.

SERVICER: Wells FargoHomeMortgage, a division ofWellsFargo Bank, N.A.By:W)dName: Michae l J . ReidTitle: Co-P r e s i d en tDate: q. I"S -0"

EXHIBITS

B Y : V H ( L ; , ~ ' k J - P ~ ~ ~ = - - - - - Name: US iL fP.!M-Title: "ic.o:. pr,u iAe;",Date: 1:1- 11 - Q "\

Exhibit AExhibit BExhibit CExhibit 0

Form of Fioancial InstrumentForm ofAnnual CertificationForm ofAssignment and Assumption AgreementForm ofCover Sheet

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EXHIBIT A

FORMOF FINANCIAL INSTRUMENT



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FINANCIAL INSTRUMENT

This Financial Instrument is delivered as provided in Section 1 ofthe Commitment to Purchase Financial Instrument andServicer Participation Agreement (the "Connnitment"), entered into as of the Effective Date, by and between FederalNational MortgageAssociation ("FannieMae"), a federally chartered corporation, acting as fmancial agent of theUnitedStates, and the undersignedparty ("Servicer"). This Financial Instrument is effective as ofthe Effective Date. All of thecapitalized terms that are used but not defined herein shall have the meanings ascribed to them in the Commitment.For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Servicer agrees asfollows:I. Purchase Price Consideration: Services. This Financial Instrument is beingpurchasedbyFannieMae pursuant to

Section4 of the Commitment in consideration for the payment by FannieMae, in its capacity as a fmancia! agentofthcUnited States, of various payments detailed in the ProgramDocumentation and refen'ed to collectively inthe Commitment as the "Purchase Price." The conditions precedent to the payment by Fannie Mae of thePurchase Price are: (a) the executionand deliveryof this Financial Instrument andtheCommitment by ServicertoFannie Mae; (b) the execution and delivery by Fannie Mae of the Commitment to Servicer; (c) the delivery ofcopies of the fully executed Commitment and Financial Instrument to Treasury on the Effective Date; (d) theperformance by Servicer ofthe Serviccs described in the Agreement; and (e) the satisfaction by Servicer of suchother obligations as are set forth in the Agreement. Scrvicer shall perform all Services in consideration for thePurchase Price in accordancewith the terms and conditions of the Agreement, to the reasonable satisfaction ofFannie Mae and Freddie Mac.

2. Authority and Agreement to Padicipate in Program. Subject to the limitations set forth in Section 2 of theAgreement, Servicer shall use reasonable efforts to remove all prohibitions or impediments to its authOlity and toobtain all thirdpatty consents and waivers that are required, by contract or law, in order to effectuate any loanmodification under the Program.

3. Audits, Reporting and DataRetention.(a) Freddie Mac, the Federal Housing Finance Agency and other parties designated by the TreasUlYor

applicable law shall have the right during normal business hours to conduct unannounced, infonnalonsite visits and to conduct formal onsite and offsite physical, personnel andinfOlmationtechnologytesting, securityreviews, and audits ofScrvicer 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) Servicer will collect, record, retain and provide to Treasury, FannieMae and Freddie Mac all data,infonnation and docUlllentation relating to the Program and bOlTowers, loans and loanmodificationsimplemented, or potentially eligible for modification, under the Programand any trials conducted inconnection with the Program, as required by the Program Documentation. AlI such data,information and documentationmust be provided to theTreasmy, FannieMae and FreddieMac as,when and in thc manner specified in theProgramDocumentation. In addition, ServicershalI providecopies ofexecuted contracts and tapes ofloan pools related to theProgramfor reviewupon request.

(c) Servicer shall promptly take corrective and remedial actions associatedwith repoding and reviews asdirected by FannieMae or Freddie Mac and provide to FannieMae andFreddieMac such evidenceofthe effective implementation of corrective and remedial actions as FannieMae and FreddieMacshalI reasonably require. FreddieMacmay conduct additional reviews based on its findings andthecOlTective actions taken by Servicer.

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(d) Inaddition to any other olJligation to retain financial and accounting records thatmaybe imposed byFederal or state law, Servicer shall retain all information described in Section 3(b), and all data,books, reports, documents, audit logs and records, including electronic records, rclated to theperformance ofSelvices in connection with theProgram. In addition, Servicershallmaintain a copyof all computer systems and application software necessary to review and analyze these electronicrecords. Unless otherwise directed by Fannie Mae or Freddie Mac, Servicer shall retain theserecords for at least 7 years fi'om the date the data or record was created, or for such longerperiod asmay be required pmsuant to applicable law. FannieMae or FreddieMac may also notify Selvicerfrom time to time of any additional record retention requirements resulting from litigation andregulatory investigations in which the Treasury or any agents of the United States may have aninterest, and Servicer agrees to comply with these litigation and regulatory investigationsrequirements.

4. Internal Control Program.(a) Servicer shall develop, enforce and review on a quarterlybasis for effectiveness an internal control

program designed to: (i) ensme effective delivery ofSelvices in connection with the Program andcompliance with theProgramDocumentation; (ii) cffectivelymonitor and detect loan modificationfraud; and (iii) effectivelymonitor compliancewith applicable consumerprotectionand fair lendinglaws. The internal control programmust include documentationofthe control objectives for Programactivities, the associated control techniques, andmechanisms for testing and validating the controls.

(b) Servicer shallprovide FreddieMac with access to all internal control reviews and reports that relateto Services under the Program performed by Servicer and its independent auditing firm to enableFreddieMac to fulfill its duties as a compliance agent oftheUnited States; a copyofthe reviews andreports will be provided to FannieMae for record keeping and other administrative pmposes.

5. Representations, WalTanties and Covenants. Servicer makes the following representations, wan'anties andcovenants to Fannie Mae, Freddie Mac and the Treasury, the truth and accmacy of which are continuingobligations ofServicer. In the event that any of the representations, warranties, or covenantsmadeherein cease tobe true and correct, Servicer agrees to notify FannieMae and FreddieMac immediately.

(a) Servicer is established under the laws oftheUnitedStates or any state, territory, orpossessionoftheUnited States or the District of Columbia, and has significant operations in the United States.Servicerhas full corporate power and authority to enter into, execute, and deliver the Agreement andto perfmlli its obligations hereunder and has all licenses necessary to carry on its business as nowbeing conducted and as contemplated by the Agreement.

(b) Servicer is in compliancewith, and covenants that all Services will bepelfmlliedin compliancewith,all applicable Federal, state and local laws, regulations, regulatmy guidance, statutes, ordinances,codes and requirements, including, but not limited to, the Truth in Lending Act, 15 USC 160I etseq., the Home Ownership and Equity Protection Act, 15 USC 1639, the Federal TradeCommissionAct, 15 USC 41 et seq., the Equal CreditOpportunityAct, 15 USC 701 etseq., theFair Credit Reporting Act, 15 USC 1681 et seq., the FairHousing Act and other Federal and statelaws designed to preventunfair, discriminatory or predatory lendingpractices andall applicable lawsgoverning tenant rights. Subject to the following sentence, Servicer has obtained or made, or willobtain or make, all goverrnnental approvals or registrations required under law and has obtained orwill obtain all consents necessary to authorize the perfolTllance of its obligations under the Programand the Agreement. The performance of Services under theAgreement will not conflict with, orbeprohibited in any way by, any other agreement or statutory restriction by which Servicer is bound,

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provided, however, that FannieMae acKnowledges and agrees that this representation andWalTantyis qualified solely by and to the extcnt of any contractual limitations established under applicableservicing contracts to whichServiceI' is subject. ServiceI' is not aware of any other legal or fmancialimpediments to performing its obligations under theProgramor theAgreement and shall promptlynotify FannieMae of any fmancial and!or operational impediments which may impair its ability toperform its obligations under the Program or the Agreement. ServiceI' is not delinquent on anyFederal tax obligation or any other debt owed to theUnited States or collected by theUnited Statesfor the benefit ofothers, excluding any debt or obligation that is being contested in good faith.

(c) ServiceI' covenants that: (i) it will perform its obligations in accordancewith theAgreement and willpromptly provide such perfOimance reporting as Fannie Mae may reasonably require; (ii) allmortgage modifications and all trial period modifications will be offered to borrowers, fullydocumented and serviced in accordance with the Program Documentation; and (iii) all data,collection information and other information reported by ServiceI' to FannieMae and Freddie Macnnder theAgreement, including, but not limited to, information that is relied upon byFannieMaeorFreddie Mac in calcnlating the Purchase Price or in performing any compliance reviewwill be true,complete and accurate in all material respects, and consistent with all relevant servicingrecords, asand when provided.

(d) ServiceI' covenants that it will: (i) perform the Services required underthe ProgramDocumcntationand theAgreement in accordancewith the practices, high professional standards of care, anddegreeofattention used in a well-managedoperation, and no less thanthat which the ServiceI' exercises foritselfunder similar circumstances; and (ii) use qualified individualswithsuitable training, education,expericnceand skills toperform the Services. ServiceI' acknowledges thatProgramparticipationmayrequire changes to, or the augmentationof, its systems, staffmg and procedures, and covenants andagrees to take all actions necessary to ensure it has the capacity to implement the Program inaccordance with the Agreement.

(e) ServiceI' covenants that it will complywithall regulations on conflictsof interest that arc applicableto ServiceI' 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 (i f any).

(I) ServiceI' acknowledges that the provision of false or misleading information to Fannie Mae orFreddie Mac in connectionwith the Programor pursuant to theAgreementmay constitute a violationof: (a) Federal criminal law involving fraud, conflict ofinterest, bribery, or gratuityviolations foundin Title 18 oftheUnited States Code; or (b) the civil False Claims Act (31 U.S.C. 3729-3733).ServiceI' covenants to disclose to FannieMae andFreddieMac any credible evidence, in connectionwiththe Services, that a managementofficial, employee, or contractorofServiceI'has committed, ormay have committed, a violation of the referenced statutes.

(g) Serviccr covenants to disclose to FannieMae and Freddie Mac any other facts or information thatthe Treasury, FannieMae or Freddie Mac should reasonably expect to knowabout Serviccr and itscontractors to help protect the reputational interests of the Treasury, FalillieMae andFreddieMac inmanaging and monitoring the Program.

(h) ServiceI'covenants that it will timely informFannieMae and Freddie Macof any anticipated Eventof Default.

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(i) Serviccr acknowledges that FannieMaeor FreddieMacmaybe required to assist tHe Treasurywithresponses to the Privacy Act of 1974 (the "PrivacyAct"), 5 USC 552a, inquiries from borrowersand Freedom of Information Act, 5 USC 552, inquiries from other parties, as well as formalinquiries from Congressional committees and members, the Government Accounting Office,Inspectors General and other government entities, 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 byFannie Mae or FreddieMac, complywith any relatedprocedures which Fannie Mae or Freddie Mac may establish, and provide related training toemployees and contractors. In connection withPrivacy Act inquiries, Servicer covenants that itwillprovide updated and conected infolTnation as appropriate about borrowers' records to ensure thatany system ofrecordmaintainedby FannieMae on behalfof the TreasUlYis accurate and complete.

(j) Servicer acknowledges that FannieMae 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. Servicer covenants that it will provide such additionalcustomer service call support as Fannie Mae reasonably determines is neceSSalY to support theProgram.

(k) Servicer acknowledges that FannieMae andlorFreddie Mac are required to develop and implementpractices to monitor and detect loan modification fraud and tomonitor compliance with applicableconsumer protection and fair lending laws. Servicer covenants that it will fully and promptlycooperate with Fannie Mae's inquhies about loan modification fraud and legal compliance andcomplywith any anti-fraud and legal compliance procedures which FannieMae andlorFreddieMacmay require. Servicer covenants that it will develop and implement an internal control prograln tomonitor and detect loan modification fraud and to monitor compliance with applicable consutnerprotection and fair lending laws, among other things, as provided in Section 4 of this FinancialInsl1ument and acknowledges that the internal control program will be monitored, as provided insuch Section.

(I) Servicer shall sign and deliver an Annual Certification to FannieMae andFreddieMac beginning onJune I, 20I0 and again onJune I of each year thereafter during the Term, in the form attached asExhibit B to the Agreement.

6. Use ofContractors. Servicer is responsible for the supervision and management of any contractor that assists inthe performance of Services in connection with the Program. Servicer shall remove and replace any contractorthat fails to perform. Servicershall ensure that all of its contractors complywith the terms and provisions of theAgreement. Servicer shall be responsible for the acts or omissions of its contractors as if the acts or omissionswere by the Servicer.

7. Data Rights.(a) For purposes of this Section, the following definitions apply:

(i) "Data" means any recorded information, regal'dless of form or the media on which itmay be recorded, regarding any of the Services provided in connection with the Program.(il) "Limited Rights" means non-exclusive rights to, without limitation, use, copy,maintain,modify, enhance, disclose, reproduce, prepare derivative works, and dishibute, in anymanner, for any purpose related to the administration, activities, review, or audit of, or publicreporting regal'ding, the Program and to permit others to do so in connection therewith.

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(iii) "NPI" means nonpublic personal information, as defined under the GLB.(iv) "GLB" means the Gramm-Leach-Bliley Act, 15 U.S.C. 6801-6809.

(b) Subject .to S ~ c t i o n 7 ( ~ ) below, Treasury, Fannie Mae and FreddieMac shall have Limited Rights,with respect to all Data produced, developed, or obtained by ServiceI' or a contractor ofServiceI' inconnection with the Program, provided, however, thatNPI will not be transferred by FannieMae inviolation ofthe GLB and, provided, further, that ServiceI' acknowledges and agrees that any useofNPI by, the distribution ofNPI to, or the transfer ofNPI among, Federal, state andlocalgovernmentorganizations and agencies does not constitute a violation of the GLB for purposes of theAgreement. If requested, suchData shall bemade available to theTreasury, FannieMae, orFreddieMac upon request, or as and when directed by the Program Documentation, in industry standarduseable format.

(c) ServiceI' expressly consents to the publication of its name as a participant in the Program, and theuse and publication of Servicer's Data, subject to applicable state and federal laws regardingconfidentiality, in any form and on any media utilized by Treasmy, FannieMae or Freddie Mac,including, but not limited to, on anywebsiteor webpage hosted byTreasury,FannieMae, orFreddieMac, in connection with the Program, provided that no Data placed in the public domain will: (i)contain the name, social security number, or street address ofany borrower or other informationthatwould allow the bon-ower to be identified; or, (ii) if presented in a form that links thc Servicerwiththe Data, include information other than program performance and participation related statisticssuch as the numberofmodifications, performance ofmodifications, characteristics of themodifiedloans, or program compensation or fees, with any information about any borrower limited tocreditwOlthiness characteristics snch as debt, income, and credit score. In anyData provided to anenforcement or supervisOly agencywithjnrisdiction over the Servicer, these limitations onbOlTOwerinformation do not apply.

8. Publicity and Disclosure.(a) Servicer shall not make use of any Treasmy name, symbol, emblem, program name, or product

name, in any advertising, signage, promotional material, press release, Web page, publication, ormedia interview, without the prior written consent of the Treasury.

(b) ServiceI' shall not publish, or cause to have published, or make public use of FannieMae's name,logos, trademarks, or any information about its relationship with Fannie Mae without the priorwrittenpennission ofFannieMae, which permissionmaybe withdrawn at anytime inFannieMae'ssole discretion.

(c) Servicer shall not publish, or cause to have published, or make public use of FreddieMac's name(Le., "FreddieMac" or "Federal HomeLoanMOltgageCorporation"), logos, trademarks, or any information about its relationship with FreddieMac without the prior written permission ofFreddieMac, which permission may be withdrawn at any time in FreddieMac's sole discretion.

9. Limitation ofLiability. INNO EVENT SHALL FANNIEMAE, THETREASURY, OR FREDDIEMAC,OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR AFFILIATES BELIABLETO SERVICERWITH RESPECT TO THEPROGRAMORTHEAGREEMENT,OR FORANY

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ACT OR OMISSION OCCURRING IN CONNECTION WITH THE FOREGOING, FOR ANYDAMAGES OFANYKIND, INCLUDING,BUTNOTLIMITEDTODIRECTDAMAGES, INDIRECTDAMAGES, LOST PROFITS, LOSSOF BUSINESS, OR OTHER INCIDENTAL, CONSEQUENTIAL,SPECIAL OR PUNITNE DAMAGES OF ANY NATURE OR UNDER ANY LEGAL THEORYWHATSOEVER, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ANDREGARDLESS OFWHETHER OR NOT THEDAMAGESWERE REASONABLYFORESEEABLE;PROVIDED, HOWEVER, THAT THIS PROVISION SHALL NOT LIMIT FANNIE MAE'SOBLIGAnON TO REMIT PURCHASE PRICE PAYMENTS TO SERVICER IN ITS CAPACITYASFINANCIAL AGENTOF THEUNITED STATES INACCORDANCE WITH THE AGREEMENT.

10. Indemnification. Servicer shall indemnifY, hold harmless, and pay for the defense of Fannie Mae, theTreasnry andFreddieMac, and their respective officers, directors, employees, agents andaffiliates 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 Section 5(Representations,Warranties andCovenants) ofthis Financial Instrument; (b) Servicer's negligence, willfulmisconduct or failure to perform its obligations underthe Agreement; or (c) anyinjuries to persons (includingdeath) or damages to property caused by the negligent or willful acts or omissions of Servicer or its contractors. Servicer shall not settle any suit or claim regarding any of the foregoing without FannieMae's priorwritten consent if such settlementwouldbe adverse to FannieMae's interest, or the interests of theTreasuryor Freddie Mac. Servicer agrces to payor reimburse all costs that maybe incurredbyFannieMaeand FreddieMac in enforcing this indemnity, including attorneys' fees.

INWITNESS WHEREOF, Servicer hereby executes this Financial Instrument on the date set f011h below.Wells Fargo HomeMortgage, a division ofWells Fargo Bank, N.A.

M i C ~ ~ ~ t.I '!Co-PresidentWells Fargo HomeMortgage

Date

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EXHIBITB

FORM OF ANNUAL CERTIFICATION



22/28

ANNUAL CERTIFICATIONThis Annual Certification is delivered as p r o v i d e d i ~ ~ e ~ t i o n I.B. of the Commitment to Purchase Financial Instrument and Servicer ParticipaAgreement (the "Commitment"), effective as or'[INSERTj, by and between Federal National Mortgage Association ("Fannie Mae"), a federchartered corporation, actingas financial agentof the UnitedStates, and the undersignedparty ("Servicer"). All terms used, butnot defined herein, shave the meanings ascribed to them in the Commitment.Servicer hereby certifies, as or'[INSERT DATEON WIDCHCERTIFICATION IS GIVEN], that:

1. Servicer is established under the laws of the United States or any state, territory, or possession ofthe United States or theDistrict ofColumbia, and has significantoperations in the United States. Servicerhad full corporatepower and authority to enter into.execute, and deliver theAgreement and to perform its obligations hereunder and has all licenses necessary to carryon its business asnowbeing conducted and as contemplated by the Agreement.2. ServiceI' is in compliancewith, and certifies that all Services have been performcd in compliancewith, all applicableFederal,state and local laws, regulations, regulatoryguidance, statutes, ordinances, codes and requirements, including, but not limited to, theTlUlh in Lending Act, 15 USC 1601 et seq., the Home Ownership and EquityProtection Act, IS USC 1639, the Federal TradeCommissionAct, IS USC 41 et seq., the Equal CreditOpportunity Act, IS USC 70I et seq., the Fair CreditReportingAct, 15USC 1681 et seq., the FairHousing Act and other Federal and state laws designed to prevent unfuir, discriminatOly or predatorylending practices and all applicable laws governing tenantrights. Subject to the following sentence, ServiceI' has obtained01'madeallgovermnental approvals or registrations requiredunder law and has obtainedall consentsnecessary to authorize theperformanceofitsobligations under theProgram andthe Agreement. The performance ofServices under theAgreementhas not conflictedwith, orbeenprohibited in any way by, any other agreement or statutory restriction by which Servicer is bound, except to the extent of anycontractual limitations under applicable servicing contracts to which ServiceI' is subject. ServiceI' is not aware ofanyother legal orfinancial impediments to pcrforming its obligationsunder the Programor theAgreement and has promptlynotifiedFannieMaeofanyfinancial and/oroperational impedimentswhich mayimpair its ability to perform its obligations under theProgram ortheAgreement.Servicer is not delinquent on any Federal tax obligation or any other debt owed to the UnitedStates or collected by the United Statesfor the benefit of others, excluding anydebts or obligations that are being contested in good faith.3. (i) Servicer has performedits obligations in accordancewith the Agreement and has promptlyprovided suchperformancereporting as FannieMae andFreddie Mac have reasonably required; (ii) allmortgage modifications and all trialperiodmodificationshave been offered by ServiceI' to borrowers, fully documented and serviced by ServiceI' in accordance with thc ProgramDocumentation; and (iii) all data, collection infonnation and other information reported byServiceI' to FannieMae andFreddieMacunder theAgreement, including, but not limited to, information thatwas relied uponby FannieMae andFreddieMac incalculating thePurchase Price and in performinganycompliance review, was true, complete and accurate in allmaterial respects, and consistentwithall relevant servicing records, as and when provided.4. ServiceI'has: (i) perfonnedthe Services requiredunder the Agreement in accordancewith the practices, highprofessionalstandards ofcare, and degree ofattention used in a well-managed operation, and no less than that whichtheServicerexercisesforitselfunder similar circumstances; and (ii) used qualified individuals with suitable training, education, experience and skills to perfonntheServices. ServiceI' acknowledges that Program participation required changes to, or the augmentation of, its systems, staffing andprocedures; ServiceI' took all actions necessary to ensure that it had the capacity to implement the Program in accordance with theAgreement.5. Servicer has complied with all regulations on conflicts of interest that are applicable to ServiceI' in connection with theconduct of its business and all conflicts ofinterest and non-disclosure obligations and restrictions and relatedmitigationprocedures setforth in the Program Docomentation (i fany).6. ServiceI' acknowledges that the provision offalse 01'misleading information to FannieMaeorFreddieMac inconnectionwiththe Program or pursuant to theAgreement mayconstitute a violationof (a) Federal criminal law involving fraud, conflictofinterest,bribelY, or gratuityviolations found in Title 18 oftheUnited States Code; or (b) the civil False ClaimsAct (31 U.s.c. 3729-3733).ServiceI' has disclosed to Fannie Mae andFreddie Mac any credible evidence, in connection with the Services, that a managementofficial, employee, 01' contractor ofServicer has committed, or mayhave committed, a violation of the referenced statutes.

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7. Servicer has disclosed to Fannie Mae and Freddie Mac any other facts or information that the Treasury, Fannie Mae orFreddie Mac should reasonably expect to know about Servicer and its contractors to help protect the reputational interests of theTreaswy, Fannie Mae and Freddie Mac in managing andmonitoring the Program.8. Servicer acknowledges that Fannie Mae and Freddie Mac may be required to assist the Treasury with responses to thePrivacy Act ofl974 (the "Privacy Act"), 5 USC 552a, inquiries from horrowers and Freedom oflnformation Act, 5 USC 552,inquiries from other parties, as well as formal inquiries from Congressional committees and members, theGovernment AccountingOffice, InspectorsGeneral and other government entities, aswell as media andconsumer advocacygroup inquiries abouttheProgramand its effectiveness. Servicer has responded promptly and accurately to all search requests made by FannieMae and FreddieMac,complied with any related procedures which Fannie Mae and Freddie Mac have established, and provided related training toemployees and contractors. In connection with PrivacyAct inquiries, Servicer has provided updated and corrected information asappropriate about borrowers' records to ensure that any system of rccord maintained by Fannie Mae on behalfofthe Treasury isaccurate and complete.9. Servicer acknowledges thatFannie Mae is requiredto develop and implement customer service call centers to respond toborrowers' and other parties' inquiries regarding the Program, which may require additional support from Servicer. Servicer hasprovided such additional customer service call support as Fannie Mae has reasonably requested to support the Program.10. Servicer acknowledges thatFannieMae and/orFreddieMac are requiredto develop and implementpractices to monitor anddetect loan modification fi'aud and to monitor compliance with applicable consumer protection and fair lending laws. Servicer hasfully and promptlycooperatedwith FannieMae's inquiries about loanmodification fi'and and iegal complianceandhas compliedwithany anti-fraud and legal compliance procedures which FannieMae andlor FreddieMac have required. Servicer has developed andimplemented an internal control program to monitor and detect loan modification fraud and to monitor compliance with applicableconsumer protection and fair lending laws, among other things, as provided in Section 4 ofthe Financial Instrument.

In the event that anyofthe certificationsmade herein are discovered not to be true and correct, Serviccr agrees to notifY Fannie Maeand Freddie Mimmediately.

'[INSER.T FULLLEGALNAME OF SERVICERj:

[Name ofAuthorized Official][Title ofAuthorized Official]

Date

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EXHIBITC

FORM OF ASSIGNMENT AND ASSUMPTION AGREEMENT



25/28

ASSIGNMENT ANDASSUMPTION AGREEMENT

T h i s ~ s s i g n m e n t and A s ~ u l 1 1 p t i ~ n Agreel11ellt (the "Assiglllllent lll1d ~ s s u m p t i o n Agreement")isenteredinto as ~ ( [ J 1 , f S l . . l R J 1PATEl by and between[INSl..lRTFVLLLEGAYNAME OFASSIGj\[OR) ("Assignor") and[i.NSERT fUYy LEQALNA11E O ASSIGNEE) ("Assignee"). All terms used, but not defined, herein shall have the meanings ascribed to them in the UnderlyingAgreement (defmed below).WHEREAS, Assignor and Federal National Mortgage Association, a federally chmtered corporation, as fmancial agent of theUnited States ("Fannie Mae"), are pmties to a Commitment to Purchase Financial Instrument and ServiceI' ParticipationAgreement, a complete copy of which (including 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 underthe Underlying Agreementwithrespect to themortgage loans identified on the schedule attached hereto as Schedule 1 ("Schedule I") and/or (ii) certain other rightsand obligations under the Underlying Agreement that are identified on Schedule I; andWHEREAS, Assignee has agreed to assume themortgage loans and other rights and obligations underthe UnderlyingAgreementidentified on Schedule 1.NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, thepmties hereto agree as follows:I. Assignment. Assignor hereby assigns to Assignee all ofAssignor's rights andobligations under the UnderlyingAgreement withrespect to the mortgage loans identified on Schedule I and such otherrights and obligations under theUnderlying Agreement thatare identified on Schedule 1.2. Assumption. Assigneehereby accepts the foregoing assignment and assumes allofthe rights andobligations ofAssignorundertheUnderlying Agreementwith respect to themortgage loans identified on Schedule I and suchother rights and obligations underthe Underlying Agreement that are identified on Schedule I.3. Effective Date. The date onwhich the assignment and assumption of rights and obligations under the UnderlyingAgreement iseffective is 'rINSERTEFFECTIvE I}ATE()F ASSIGNf\.1flj\[Tr1\SSlJ1v1PTIONj.4. Successors. All future transfers and assignments ofthemortgage loans, rights and obligations transferred and assignedherebyare subject to the transfer and assigumentprovisions oftheUnderlying Agreement. This Assigmuent andAssumptionAgreementshall inure to the benefit of, and be binding upon, the permitted successors and assigns of the parties hereto.5. Counterparts . This Assignment and Assumption Agreement may be executed in counterparts, each of which shall be anoriginal, but all ofwhich together constitute one and the same instrument.

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IN WITNESS WHEREOF, Assignor andAssignee, by their dulyauthorized officials, hereby execute and deliver this Assignmentand Assumption Agreement, together with Schedule I, effective as of the date set forth in Section 3 above.

ASSIGNOR: '[INSERT FULL LEGAL NAMEOF ASSIGNORj

By: _Name: _Title:, _Date: _

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ASSIGNEE: '[INSERT FULLLEGALNAME O ~ S S I G N E E jBy: _Name: _Title: _Date: _



27/28

SCHEDULEl

ToASSIGNMENTANDASSUMPTION AGREEMENT

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EXHIBITD'

FORM OF COVERSHEET


Wells Fargo HAMP Agreement

Documents

Transcript of Wells Fargo HAMP Agreement