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Citi Servicer Participation Agreement.pdf

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    AMENDED AND RESTATEDCOMMITMENT TO PURCHASE FINANCIAL INSTRUMENT

    andSERVICER PARTICIPATION AGREEMENT

    This Amended and Restated Commitment to Purchase Financial Instrument and Servicer P81ticipation Agreement (the"Commitment") is entered into as of the EffectiveDate, by and between Federal National MortgageAssociation, a federallychaltered corporation, as financial agent of the United States ("Fannie Mae"), and the undersigned palty ("Servicer").Capitalized terms used, but not defined contextually, shall have the meanings ascribed to them in Section 12 below.

    RecitalsWHEREAS, the U.S. Depaltment ofthe Treasury (the "Treasury") has established a HomeAffordableModification Program(the "HAMP") pursuant to section 101 and 109 of the EmergencyEconomic StabilizationAct of2008 (the "Ad"), as section109 of the Act has been amended by section 7002 of the American Recovery and Reinvestment Act of2009;WHEREAS, Fannie Mae, as financial agent of the United States, and Servicer entered into a Commitment to PurchaseFinancial Instrument and Servicer Participation Agreement for the Home Affordable Modification Program under the. Emergency Economic Stabilization Act (the "Prior Agreement") in connection with the implementation ofHAMP, the primarypurpose of which was the modification of first lien mortgage loan obligations and the provision of loan modification andforeclosure prevention services relating thereto (the "HAMP Services");WHEREAS, theTreasury has established a variety ofnew programs (together with the HAMP, the "Programs") under theActto further stabilize the housing market by facilitating second lien mortgage loan modifications and extinguishments, providinghome price decline protection incentives, encouraging foreclosure altematives, such as short sales and deeds in lieu offoreclosure, and making other foreclosure prevention services available to the marketplace (collectively, together with theHAMP Services, the "Services");WHEREAS, the Programs may include Services relating to FHA, VA and USDA loans;WHEREAS, FannieMae has been designated by the Treasury as a financial agent ofthe United States in connection with theimplementation of the Programs; all references to FannieMae in theAgreement shall be in its capacity as financial agent oftheUnited States;WHEREAS, Fannie Mae will fulfill the roles of administrator and record keeper for the Progr8lUs, and in conjunctiontherewithmust standardize celtain mortgagemodification and foreclosure prevention practices and procedures as they relatetothe Programs, consistent with the Act and in accordance with the directives of, and guidance provided by, the Treasury;WHEREAS, Federal Home Loan Mortgage Corporation ("Freddie Mac") has been designated by the Treasury as a financialagent oftheUnited States and will fulfill a compliance role in connection with the Programs; all references to FreddieMac inthe Agreement shall be in its capacity as compliance agent of the Programs;WHEREAS, Fannie Mae and ServiceI' desire to amend and restate the Prior Agreement in its entirety as set forth herein;WHEREAS, all FannieMae and FreddieMac approved servicers are being directed through their respective servicing guidesand bulletins to implement the Programs with respect to mortgage loans owned, securitized, or guaranteed by Fannie Mae orFreddie Mac (the "GSE Loans"); accordingly, this Agreement does not apply to the GSE Loans;

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    WHEREAS, all other servicers, as well as Fannie Mae and Freddie Mac approved servicers, that wish to participate in thePrograms with respect to loans that are notGSE Loans (collectively, "Participating Servicers")must agree to certain terms andconditions relating to the respective roles and responsibilities of participants and other financial agents ofthe government; andWHEREAS, Servicer wishes to participate in the Programs as a Participating Servicer on the terms and subject to theconditions set forth herein.Accordingly, in consideration of the representations, warranties, and mutual agreements set forth herein and for other good andvaluable consideration, the receipt and sufficiency of which are hereby acknowledged, Fannie Mae and Servicer agree toamend and restate the Prior Agreement in its entirety, as follows.

    Agreement1. ServicesA. Contemporaneouslywith the execution and delivery ofthis Commitment and the Financial Instrument, Servicerwillexecute and deliver to FannieMae one ormore schedules describing the Services to be performed by Servicer pursuant to thisAgreement, effective as ofthe Effective Dateof the Agreement (each, a "Service Schedule" or an "Initial Service Schedule"and, collectively, the "Initial Service Schedules"). After the Effective Date of the Agreement, Servicer may opt-in to anyadditional initiatives offered by Treasury in connection with the Programs by executing and delivering to Fannie Mae one ormore additional Service Schedules describing the Services relating to such initiatives (each, a "Service Schedule" or an"Additional Service Schedule" and, collectively, the "Additional Service Schedules") (the Initial Service Schedules and theAdditional Service Schedules, collectively, the "Service Schedules"). All Service Schedules that are executed and delivered toFannie Mae by Servicer from time to time will be numbered sequentially (e.g. Service Schedule A-I; Service Schedule A-2;Service Schedule A-3; et seq.) and are referenced herein, collectively, as ExhibitA; ExhibitA is hereby incorporated into theCommitmentby this reference.B. Subject to Section lO.C., Servicer shall perform the Services described in (i) the Financial Instrument attached heretoas Exhibit B (the "Financial Instrument"); (ii) the Service Schedules attached hereto, collectively, as Exhibit A; (iii) theguidelines and procedures issued by theTreasurywith respect to the Programs outlined in the Service Schedules (the "ProgramGuidelines"); and (iv) any supplemental documentation, instructions, bulletins, frequently asked questions, letters, directives,or other communications, including, but not limited to, business continuity requirements, compliance requirements,perfOlmance requirements and related remedies, issued by the Treasury, Fannie Mae, or Freddie Mac in order to change, orfurther describe 01' clarify the scope of, the rights and duties of the Participating Servicers in connection with the Programsoutlined in the Service Schedules (the "Supplemental Directives" and, together with the ProgramGuidelines, the "ProgramDocumentation"). The Program Documentation will be available to all Participating Servicers at www.HMPadmin.com; forthe avoidance of doubt, the term "Program Documentation" includes all of the Program Guidelines and SupplementalDirectives issued by Treasury and made available to Participating Servicers at www.HMPadmin.com prior to the EffectiveDate of the Agreement. The Program Documentation, as the same may be modified 01' amended from time to time inaccordance with Section 10 below, is hereby incorporated into the Commitment by this reference.C. Servicer's representations and warranties, and acknowledgement of and agreement to fulfill 01' satisfy certain dutiesand obligations, with respect to its participation in the Programs and under the Agreement are set forth in the FinancialInstrument. Servicer's certification as 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 form attached hereto as Exhibit C (the"Certification"), beginning on June 1,2010 and again on June I of each year thereafter during the Term(as defined below) andupon the execution and delivery by ServiceI' of any Additional Service Schedule during the Term.D. The recitals set forth above are hereby incorporated herein by this reference.

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    2. Authority and Agreement to Participate in ProgramsA. Servicer shall perfonll the Services for all m0l1gage loans it services, whether it services such mortgage loans for itsown account or for the account of another party, including any holders ofm0l1gagebacked securities (each such other party,an "Investor").B. Fannie Mae acknowledges that Servicer may servicemortgage loans for its own account or for the account of one ormore Investors and may be subject to restrictions set forth in pooling and servicing agreements or other servicing contractsgoverning Servicer's servicing of a mortgage loan; Servicer shall use reasonable efforts to remove all prohibitions orimpediments to its authority, and use reasonable efforts to obtain all third party consents, waivers and delegations that arerequired, by contract or law, in order to perform the Services.C. Notwithstanding subsectionB., if(x) Servicer is unable to obtain all necessary consents, waivers and delegations forperforming any Services under thePrograms, or (y) the pooling and servicing agreement or other servicing contract governingServicer's servicingofa mortgage loan prohibits Servicer from performing such Services for thatmortgage loan, Servicer shallnot be required to perform such Services with respect to that mortgage loan and shall not receive all or any portion of thePurchase Price (defined below) otherwise payable for such Services with respect to such loan.D. Notwithstanding anything to the contrary contained herein, theAgreement does not applyto GSE Loans. Servicers aredirected to the servicing guides and bulletins issued byFannieMae and FreddieMac, respectively, concerning the Programs asapplied to GSE Loans.E. Servicer's performance of the Services and implementationofthe Programs shall be subject to review by Freddie Macand its agents and designees as more fully set f0l1h in the Agreement.3. Set Up; Prerequisite to PaymentServicer will provide to Fannie Mae: (a) the set up information required by the ProgramDocumentation and any ancillary oradministrative information requested by Fannie Mae in order to process Servicer's participation in the Programs as aParticipating Servicer on or before the Effective Date of the Agreement as to the Initial Service Schedules that are executedand delivered contemporaneously herewith, and on or before the effective date of the Additional Service Schedules (i f any)executed and delivered after the Effective Date of the Agreement; and (b) the data elements for each mortgage obligation,property, or borrower eligible for the Programs as and when described in the Program Documentation and the FinancialInstrument. Purchase Price payments will not be remitted pursuant to Section4 with respect to Services for which the requireddata elements have not been provided.4. Agreement to Purchase Financial Instrument; Payment of Purchase PriceA. 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 Instrument that is executed and delivered by Servicer to FannieMae in the formattached hereto as Exhibit B, in consideration for the payment by Fannie Mae, as agent, of the Purchase Price.B. The conditions precedent to the payment by Fannie Mae ofthe Purchase Price with respect to the Services describedon the Initial Service Schedules are: (a) the execution and delivery of the Commitment, the Initial Service Schedules, and theFinancial Instrument by Servicer to Fannie Mae; (b) the execution and delivery of the Commitment and the Initial ServiceSchedules by Fannie Mae to Servicer; (c) the delivery of copies of the fully executed Commitment, Initial Service Schedulesand Financial Instrument to Treasury on the EffectiveDateoftheAgreement; (d) the performance by Servicer ofthe Servicesdescribed in the Agreement, in accordance with the terms and conditions thereof, to the reasonable satisfaction ofFannieMaeand Freddie Mac; and (e) the satisfaction by Servicer of such other obligations as are set forth in the Agreement.

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    C. The conditions precedent to the payment by FannieMae of the Purchase Price with respect to the Services describedon the Additional Service Schedules (i f any) are: (a) the execution and delivery ofthe Additional Service Schedules and theCertification by ServiceI' to Fannie Mae; (b) the execution and delivery of theAdditional Service Schedules by FannieMae toServicer; (c) the delivery of copies of the fully executed Additional Service Schedules to Treasury; (d) the performance byServiceI' of the Services described in the Agreement, in accordance with the terms and conditions thereof, to the reasonablesatisfaction of FannieMae and Freddie Mac; and (e) the satisfaction by ServiceI' ofsuchotherobligations as are set forth intheAgreement.D. Solely in its capacity as the financial agent oftheUnited States, and subject to subsection E. below, FannieMae shallremit all payments described in the Program Documentation to ServiceI' for the account or credit of ServiceI', Investors andborrowers, in each case in accordance with the Program Documentation (all such payments, collectively, the "PurchasePrice"); all payments remitted to ServiceI' for the credit or account ofthird parties under the Program Documentation shall beapplied by ServiceI' as required by the ProgramDocumentation. FannieMae shall have no liability to ServiceI' with respecttothe payment of the Purchase Price, unless and until: (a) ServiceI' and all other interested parties have satisfied all pre-requisitesset forth herein and in the Program Documentation relating to the applicable Program payment structure, including, but notlimited to, the delivery of all data elements required by Section 3 ofthis Commitment; and (b) the Treasury has provided fundsto FannieMae for remittance to Servicer, together with written direction to remit the funds to ServiceI' in accordance with theProgram Documentation.E. The Purchase Price will be paid to ServiceI' by Fannie Mae as the financial agent of the United States as and whendescribed herein and in the ProgramDocumentation in consideration for the execution and delivery ofthe Financial Instrumentby ServiceI' on or before the Effective Date of the Agreement, upon the satisfaction of the conditions precedent to paymentdescribed in this Section 4.F. The value oftheAgreement is limited to $2,291,750,000.00 (the "ProgramParticipation Cap"). Accordingly, the aggregatePurchase Price payable to ServiceI' under theAgreement with respect to all Services described on all ofthe ServiceSchedulesthat are executed and delivered in connection with the Agreement may not exceed the amount of the Program PmticipationCap. For each Service to be performed by Servicer, the aggregate remaining Purchase Price available to be paid to ServiceI'under theAgreement will be reduced by the maximum Purchase Price potentially payable with respect to that Service. In theevent the Purchase Price actual ly paid with respect to that Service is less than the maximum Purchase Price potential lypayable, the aggregate remaining Purchase Price available to be paid to ServiceI' under theAgreement will be increasedby thedifference between such amounts. Notwithstanding the foregoing, no agreements with any party that may resul t in a newpayment obligation under the Programs will be effected under the Agreement, and no payments will be made with respect toany new Services, from and after the date on which the aggregate Purchase Price paid or payable to ServiceI' under theAgreement equals the ProgramPmticipationCap. Treasury may, from time to time in its sole discretion, adjust the amountofthe Program Participation Cap. ServiceI' will be notified of all adjustments to the Program Palticipation Cap in writing byFannie Mae.G. ServiceI' shall maintain complete and accurate records of, and supporting documentation for, all Services provided inconnection with the Programs including, but not limited to, data relating to borrower payments (e.g., principal, interest, taxes,homeowner's insurance, hazard insurance, flood insurance and homeowner's association and/or condo fees), delinquencies andthe terms ofeach agreement executed under the Programs (e.g., trial modification agreements, loan modification agreementsand extinguishment agreements), which will be relied upon by FannieMae when calculating, as financial agent for theUnitedStates, the Purchase Price to be paid by the Treasury through Fannie Mae or any other financial agent. ServiceI' agrees toprovide Fannie Mae and Freddie Mac with documentation (including copies of executed borrower agreements) and otherinformation with respect to any amounts paid by the Treasury as may be reasonably requested by such parties. Inthe event ofa discrepancy or error in the amount of the Purchase Price paid hereunder, at FannieMae's election, (x) ServiceI' shall remit toFannie Mae the amount of any overpayment within thirty (30) days of receiving a refund request from Fannie Mae, or (y)Fannie Mae may immediately offset the amount of the overpayment against other amounts due and payable toServicer byFannie Mae, as financial agent of the United States, upon written notice to ServiceI'. ServiceI' shall still be obligated to credit

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    to the respective accounts ofInvestors and borrowers any portion of the Purchase Price to which they are entitled (i f any)notwithstanding such offset unless otherwise directed by Fannie Mae.H. At the election and upon the direction of the Treasury and with prior written notice to ServiceI', Fannie Mae may deductfrom any amount to be paid to ServiceI' any amount that ServiceI', Investor, or borrower is obligated to reimburse or pay to theUnited States government, provided, however, thatany amountwithheld under this subsection H. will be withheld only fromthe amounts payable to, or for the account or credit of, the party which is liable for the obligation to the United Statesgovemment.5. TermA. New Services may be undertaken by Servicer as described in the Financial Instrument and the Program Documentationfrom and after the Effective Date until December 31, 2012 (the "Initial Term"), subject to one ormore extensions of the InitialTerm by the Treasury, or earlier termination of the Agreement by Fannie Mae pursuant to the provisions hereof, or earliersuspension or termination of one or more of the Programs by the Treasury, provided, however, no new Services may beundertaken by Servicer, and Servicerwill have no further obligation to perform any Services under this Agreement, from andafter the date on which the Program Participation Cap is reached.B. Servicer shall perform the Services described in the ProgramDocumentation in accordance with the terms and conditionsof the Agreement during the Initial Term and any extensions thereof(the Initial Term, together with all extensions thereof, ifany, the "Term"), and during such additional period as may be necessary to: (i) complywith all data collection, retention andreporting requirements specified in the ProgramDocumentation during and for the periods set forth therein; and (Ii) completeall Services thatwere initiated by ServiceI', including, but not limited to, the completion ofall documentation relating thereto,during the Tenn. Servicer agrees that it will work diligently to complete all Services as soon as reasonably possible after theend of the Term or earlier termination.C. NotwithstandingSections 5.A. and 5.B., if the Servicer has elected to participate in the Second Lien Modification Programby executing and delivering to FannieMae a Service Schedule relating thereto, the Servicer in its discretion,may elect to optout of the Second Lien Modification Program on an annual basis by providing notice to Fannie Mae in accordance withSection 9 hereofwithin 30 days following the anniversary ofthe EffectiveDate ofthe Service Schedule for the Second LienModification Program. Following the Servicer's election to opt out ofthe Second Lien Modification Program, the ServiceI'will not be required to perform any Services for any new mortgage loans under the Second Lien Modification Program;however, the ServiceI' must continue to perform any Services for any mortgage loan for which ithad already begun performingServices prior to electing to opt out of the Second Lien Modification Program.D. The Agreement, or any ofthe Programs implemented under theAgreement, may be terminated byFannieMae or Servicerprior to the end of the Term pursuant to Section 6 below.6. Defaults, Acts of Bad Faith and Early Termination; Remedies for and Effects of Defaults, Acts of Bad Faith andEarly Termination; Opportunity to CureA. The following constituteevents ofdefault by ServiceI' under the Agreement (each, an "Event ofDefault" and, collectively,"Events ofDefault"):

    (1) ServiceI' fails to perform or comply with any of its material obligations under the Agreement,including, but not limited to, circumstances in which Servicer fails to ensure that all eligibilitycriteria and other conditions precedent specified in applicable Program Documentation aresatisfied prior to effectuating any Services in connection with any of the Programs.

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    (2) Servicer: (a) ceases to do business as a going concern; (b) makes a general assignment for thebenefit of, or enters into any arrangement with creditors in lieu thereof; (c) admits inwriting itsinability to pay its debts as they become due; (d) files a voluntary petition under any bankruptcyor insolvency law or files a voluntmy petitionunder the reorganization or arrangement provisionsof the laws of the United States or any otherjurisdiction; (e) authorizes, applies for or consents tothe appointment of a trustee or liquidator of all or substantially al l of its assets; (I) 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 of theforegoing actions.(3) Servicer, any employee or contractor ofService1', or any employee or contractor ofServicers'contractors, commits a grossly negligent, willful or intentional, or reckless act (including, but notlimited to, misrepresentation or fraud) in connectionwith any ofthe Programs or theAgreement.(4) Any representation, warranty, or covenant made by ServiceI' in the Agreement or anyCertification is or becomes materially false, misleading, incorrect, or incomplete.(5) An evaluation of performance that includes any specific findings by FreddieMac, in its solediscretion, that Servicer's performance under any performance criteria established pursuant toapplicable ProgramDocumentation is materially insufficient, or any failure by Servicer to complywith any directive issued by Fannie Mae or Freddie Mac with respect to documents or datarequested, findings made, or remedies established, by Fannie Mae and/or Freddie Mac inconjunction with such performance criteria or other Program requirements.

    B. FannieMae may take any, all, or none ofthe following actions upon anEvent ofDefault by ServiceI' underthe Agreement:(I) Fannie Mae may: (i) withhold some or all of the Servicer's pOition of the PurchasePrice until,in FannieMae's determination, ServiceI' has cured thedefault; and (il) choose to utilize alternativemeans of paying any pOition of the Purchase Price for the credit or account of borrowers andInvestors and delay paying such pOition pending adoption of such alternative means.(2) FannieMaemay: (i) reduce the amounts payable to ServiceI' under Section 4; and/or (il) obtainrepayment ofprior payments made to ServiceI' under Section 4, provided, however, FannieMaewill seek to obtain repayment of prior payments made under Section 4 only with respect toServices that are determined by Fannie Mae or Freddie Mac to have been impacted by, or thatFannieMae or FreddieMac believesmay have been, ormay be, 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) Fannie Mae may terminate the Agreement and cease its performance hereunder, or cease itsperformance hereunder as to any Program in which Servicer is a participant.(5) Fannie Mae may require Servicer to submit to information and reporting with respect to itsfinancial condition and ability to continue to meet its obligations under the Agreement.

    C. The following constitute acts ofbad faith oflnvestors and bOiTowers in connection with the Programs (each, an "Act ofBad Faith" and, collectively, "Acts of Bad Faith"): an Investor or borrower commits a grossly negligent, willful orintentional, or reckless act (including, but not limited to, misrepresentation or fraud) in connectionwith any of the Programs

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    ( including, but not l imited to, in connection with such Investor's or borrower's response to Program questionnaires, theexecution or delivery to ServiceI', FannieMae, or Treasuryof any of the agreements relating to such Investor's or borrower'spaliicipation in any of the Programs and the production of supporting documentation therefor and in connection with anyaudit or review by Freddie Mac for Investor or borrower compliance with the Programs). For brevity, any such Investor orborrower is referred to in this subsection as a "defaultingparty" or as a "defaulting" Investor or borrower and the Act ofBadFaith by such Investor or bon-ower as a "default."D. Fannie Mae may take any, all, 01' none of the following actions ifan Act of Bad Faith involving an Investor or a borroweroccurs, or is reasonably believed by Fannie Mae to have occurred, in connection with any of the Programs:

    (I) Fannie Mae may withhold all or any portion of the Purchase Price payable to, or for the creditor account of, the defaulting party until, in FannieMae's determination, the default has been curedor otherwise remedied to Fannie Mae's satisfaction.(2) Fannie Mae may: (i) reduce the amounts payable to ServiceI' for the credit, or account of, thedefaulting paliy under Section 4; and/or (ii) obtain repaymentofprior.payments made to 01' for thecredit 01' account of the defaulting party under Section 4. ServiceI' will reasonably cooperatewith,and provide reasonable suppOli and assistance to, FannieMae and Freddie Mae in connectionwiththeir respective roles and, in FannieMae's case, in connection with its efforts to obtain repaymentof prior payments made to Investors and borrowers as provided in this subsection.(3) Fannie Mae may require ServiceI' to submit to additional Program administrator oversight,including, but not limited to, additional compliance controls and quality control reviews.(4) Fannie Mae may cease its performance hereunder as to some or all of the Services subject tothe Agreement that relate to the defaulting Investor or borrower.(5) FannieMae may terminate the Agreement and cease its performance hereunder ifActs ofBadFaith occur on a recurring basis, are widespread among the Investor or borrower bases served byServicer, or occur in combination 01' in connection with one or more Events of Default byServicer.

    E. In addition to the termination rights set fOlih above, Fannie Mae may telminate the Agreementor any Program implementedunder the Agreement immediately upon written notice to ServiceI':

    (I) at the direction of the Treasury;(2) in the event of a merger, acquisition, 01' other change of control of Servicer;(3) in the event that a receiver, liquidator, trustee, or other custodian is appointed for the Servicer; or(4) in the event that a material term ofthe Agreement is determined to be prohibited or unenforceable asreferred to in Section 11.C.

    F. The Agreement will terminate automatically:(I) in the event that the Financial Agency Agreement, dated February 18,2009, by and betweenFannie Mae and the Treasury is terminated; or(2) upon the expiration or termination of all of the Programs implemented under the Agreement.

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    G. The effects of the expiration or termination of the Agreement are as follows:(J ) In the event that the Agreementexpires at the end of the Initial Term or any extension thereofpursuantto Section 5, or in the event that the Agreement expires or is terminated pursuant to Section 6.E. or 6.F.,Fannie Mae shall, solely in its capacity as the financial agent of the United States, continue to remit allamounts that are proper ly payable pursuant to Section 4 to Servicer in accordance with the ProgramDocumentation until paid in full, provided, however, that Purchase Price payments will be made only withrespect to Services thatwere performed in accordancewith the applicable Program Documentationplior tothe date of expiration or termination and that do not exceed the Program Participation Cap.(2) In the event that the Agreement is terminated in connection with an Event of Default by Servicer, nocompensation with respect to any Service will be paid to Servicer for the account of the Servicersubsequent to termination; Fannie Mae's only continuing obligations as financial agent of the UnitedStates subsequent to termination will be to remit all payments that are properly payable pursuantto Section4 to Servicer (or, a t FannieMae's discretion, an alternative provider) for the account of borrowers andInvestors in accordance with the Program Documentation until paid in full.(3) In the event that the Agreement is terminated in connection with an Act ofBad Faith by an Investor ora bOlTower, no compensation with respect to any Services will be paid to Servicer for the creditor accountof the defaulting Investor or borrower subsequent to termination; FannieMae's only continuing obligationas financial agent of the United States subsequent to termination will be to remit all payments that areproperly payable pursuant to Section 4 to Servicer for the credit or account of non-defaulting parties asdescribed in the applicable Program Documentation until paid in full. For the avoidance of doubt, if theAct of Bad Faith resulting in the telmination of the Agreement occurs in connection with an Event ofDefault of Servicer, no compensation with respect to any Service will be paid to Servicer for the accountof the Servicer subsequent to termination.

    H. Fannie Mae, in its capacity as the financial agent of the United States, may reduce the amounts payable to Servicer underSection 4, or obtain repayment of prior payments made under Section 4, in connection with: (a) an evaluation of Servicer'sperformance that includes any specific findings by FreddieMac that Servicer's performance under any performance criteriaestablished pursuant to the Program Documentation is materially insufficient, or (b) any failure by Servicer to complymaterial ly with any directive issued by Fannie Mae or Freddie Mac with respect to documents or data requested, findingsmade, or remedies established, by Fannie Mae and/or Freddie Mac in conjunction with such performance criteria or otherProgram requirements; provided, however, FannieMae will seek to obtain repaymentof priorpayments made under Section 4only with respect to Services that are determined by Fannie Mae orFreddieMac to have been impacted by, or that FannieMaeor Freddie Mac believes may have been, or may be, impacted by, the findings giving rise to this remedy. Fannie Mae mayinitially avail itselfof this remedy in lieu of a specific declaration of an Event ofDefault, provided, however, that doing soshall not preclude Fannie Mae from later declaring an Event ofDefault or exercising any other rights or remedies otherwiseavailable to it under this Section 6, or at law or in equity, inconnection with the event giving rise to this remedy, or any futureevents giving rise to this remedy.I. The remedies available to FannieMae upon anEvent ofDefault and an Act of Bad Faith under this Section are cumulativeand not exclusive; fmiher, these remedies are in addition to, and not in lieu of, any other remedies available to FannieMae atlaw or in equity.J. In the event of the expiration or termination of the Agreement or any Program implemented under theAgreement under anycircumstances, Servicer and Fannie Mae agree to cooperate with one another on an ongoing basis to ensure an effective andorderly transition or resolution ofthe Services, includingthe provisionofany information, reporting, records and data requiredby Fannie Mae and Freddie Mac.

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    K. Ifan Event ofDefault under Section 6.A.I., Section 6.Ao4., 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 the Agreement, Fannie Mae willprovide written notice of the Event ofDefault to ServiceI' and theAgreement will terminate automatically thirty (30) days afterServiceI" s receipt of such notice, if the Event ofDefault is not cured by ServiceI' to the reasonable satisfactionofFannieMaeprior to the end of such thilty (30) day period. If FannieMae determines, in its sole discretion, that anEvent ofDefault underSection 6.A.I., Section 6.Ao4., or Section 6.A.5. is not curable, or ifan Event ofDefault under Section 6.A.2. or Section 6.A.3.occurs, and FannieMae elects to exercise its right to terminate theAgreement under Section 6.Bo4., Fannie Maewill providewritten notice of termination to the ServiceI' on or before the effective date ofthe termination.7. DisputesFannie Mae and ServiceI' 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 effOlts to promptly resolve the dispute by mutual agreement. If a dispute cannotbe resolved informally 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. ServiceI' shallcontinue diligent perfOlmanceof the Services pending resolution ofany dispute. FannieMae and ServiceI' reservethe right topursue 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.8. Transfer or Assignment; Mergers, Acquisitions and Changes ofControl; Effects of AssignmentA. MOltgage loans and servicing rights are freely transferable under this Agreement, subject to: (i) the contractualrequirements regarding notice and the execution and delivery of the Assignment and Assumption Agreement, in the form ofExhibit D, set fOlth in Sections 8 and 9 hereof, and (il) any restrictions under applicable Federal, state and local laws,regulations, regulatory guidance, statutes, ordinances, codes and requirements. Servicermust provide written notice to FannieMae and Freddie Mac pursuant to Section 9 below of: (i) any transfers or assignments ofmortgage loans, or servicing rightsrelating to mortgage loans, that are 60 ormore days delinquent and otherwise eligible for consideration or process under oneormore of the Programs at the time of transfer or assignment, or for which the ServiceI' is performing Services at the time oftransfer or assignment (collectively, "Eligible Loans"); and (il) any other transfers or assignments ofServicer's rights andobligations relating to Eligible Loans under this Agreement, including, but not limited to, transfers or assignments ofany rightsor obligations relating to Eligible Loans under this Agreement that occur in connection with the merger, acquisition, or otherchange of control of Servicer. Such notice must include payment instructions for payments to be made to the transferee orassignee of the EligibleLoans, servicingrights or other rights and obligations subject to the notice (i fapplicable), and, subjectto Section 8.B. below, evidence of the assumption by such transferee or assignee of the Eligible Loans, servicing rights orother rights and obligations that are transferred, in the form of Exhibit D (the "Assignment and Assumption Agreement").ServiceI' acknowledges that FannieMae will continue to remit payments to ServiceI' in accordance with Section 4 for Servicesrelating to mortgage loans, servicing rights or other rights and obligations that have been assigned or transferred, and thatServiceI' will be liable for underpayments, overpayments and misdirected payments, unless and until such notice and anexecuted Assignment and Assumption Agreement are provided to Fannie Mae and Freddie Mac.B. ServiceI' shall notify Fannie Mae as soon as legally possible of any proposed merger, acquisition, or other change ofcontrol of ServiceI', and of any financial and operational circumstances which may impair Servicer's ability to perform itsobligations under the Agreement, in accordancewith Sections 8 and 9, provided, however, that ServiceI' need not execute anddeliver an Assignment and Assumption Agreement in the form ofExhibit D in the event that the assignment and assumptionoccur by operation oflaw in connection with a merger, acquisition, or other change ofcontrol of ServiceI' and are effective asto all ofServicer's rights and obligations under this Agreement with respect to all of the mortgage loans it services.C. The effects of transfers and assignments under this Agreement are as follows:

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    (1) If the Servicertransfers or assigns all or any portion of its portfolio ofmortgage loans or servicingrights to a third party pursuant to an Assignment and Assumption Agreement, only the Eligible Loans mustbe identif ied on a schedule to the Assignment and Assumption Agreement. The transferee or assignee ofServicer's mortgage loans and servicing rights must assume Servicer's obligations under this Agreementonly with respect to El ig ible Loans , subject to the Service Schedules and the Program Documentationapplicable to the Programs in which Servicer agreed to participate prior to the transfer or assignment. Anymortgage loans or servicing rights that (I) are not Eligible Loans at the time of the transfer or assignment, (II)are a part of the transferee's or assignee's exist ing portfol io prior to the transfer or assignment, or (III)become a par t of the transferee's or assignee's portfolio subsequent to such transfer or assignment willbecome subject to the Programs only if the transferee or assignee has itself executed a Commitment toPurchase Financial Instrument and Servicer ParticipationAgreement separate and apart from the transfer orassignment involving Servicer and, then, only in accordance therewith.(2) Ifthe Servicer transfers or assigns its portfolio ofmortgage loans andservicing rights to a third partyin connect ion with a merger, acquis ition , or o ther change of control and the transfer or assignment iseffective by operation of law, the transferee or assignee of such mortgage loans and servicing rights mustprovideservicing with respect to all such mortgage loans and servicing rights (regardless of status at the timeof transfer or assignment with respect to Program eligibility) in accordance with this Agreement, subjecttothe Service Schedules and the Program Documentation applicable to thePrograms inwhich Servicer agreedto participate prior to the transfer or assignment. Any mortgage loans or servicing rights that (I) are a partofthe transferee's or assignee's existing portfolio prior to the transfer or assignment, or (II) become a par t ofthe transferee's or assignee's pOltfolio subsequentto such transfer or assignment will become subject to thePrograms only if the transferee or assignee has itself executed a Commitment to Purchase FinancialInstrument and Servicer Participation Agreement separate and apart from the transfer or assignmentinvolving Servicer and, then, only in accordance therewith.(3 ) Se rvicer may not transfer o r assign any mortgage loans o r servicing rights to any third party in amanner that is intended to circumvent, or has the effect of circumventing, Servicer's obligations under thisAgreement.

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

    To Servicer:CitiMOItgage, Inc.1000 Technology DriveO'Fallon, MO 63368Attention:Phone:FacsiEmail

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    To Fannie Mae:Fannie Mae3900 Wisconsin Avenue, NWWashington DC 20016Attention:Facsimile:To Treasury:

    Depaliment of the Treasury1500 Pennsylvania Avenue, NWWashington DC 20220Facsimile:To Freddie Mac:Freddie Mac8100 Jones Branch DriveMcLean, VA 22102Attention: Vice President, Making Home Affordable- ComplianceFacsimile: (703) 903-2544Email: [email protected]

    10. ModificationsA. Subject to Sections 10.B. and 10.C., modifications to the Agreement shall be in writing and signed by Fannie Mae andServicer.B. Fannie Mae and the Treasury each reserve the right to unilaterally modify or supplement the terms and provisions of theProgram Documentation that relate (as determined by Fannie Mae or the Treasury, in their reasonable discretion) to thecompliance and performance requirements of the Programs, and related remedies established by Freddie Mac, and/or totechnical, administrative, or procedural matters or compliance and reporting requirements that may impactthe administrationof the Programs.C. Notwithstanding Sections IO.A. and 10.B., any modification to the Program Documentation that materially impacts theborrower eligibility requirements, the amount of payments of the Purchase Price to be made to Participating Servicers,Investors and borrowers under any of the Programs in which Servicer participates, or the rights, duties, or obligations ofParticipating Servicers, Investors or borrowers in connection with any of the Programs in which Servicer participates (each, a"Program Modification" and, collectively, the "Program Modifications") shall be effective only on a prospective basis;Participating Servicers will be afforded the opportunity to opt-out of a modified Program when Program Modifications arepublished with respect to the Services to be performed by Servicer in connection with the modified Program on or after theeffective date oftheProgramModification, at Servicer's discretion. Opt-out procedures, including, but not limited to, the timeand process for notification of election to opt-out and the window for such election, will be set forth in the Program

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    Documentation describing the Program Modification, provided, however, thatServicerwill be given at least thirty (30) days toelect to opt-out o fa Program Modification. For the avoidance ofdoubt, during the period during which Servicermay elect toopt-out of a Program Modification and after any such opt-out is elected by Servicer, Servicer will continue to perform theServices described in the Financial Instrument and the Program Documentation (as the Program Documentation existedimmediately prior to the publication of the Program Modification prompting the opt-out) with respect to any Services thatServicer had already begun to perform prior to the opt-out.11. MiscellaneousA. The Agreement shall be governed by and construed under Federal law and not the law of any state or locality, withoutreference to or application of the conflicts oflaw principles. Any and all disputes between the parties that cannot be settled bymutual agreement shall be resolved solely and exclusively in the United States Federal courts located within the District ofColumbia. Both pmties consent to the jurisdiction and venue of such courts and iITevocably waive any objections thereto.B. The Agreement is not a Federal procurement contract and is therefore not subject to the provisions of the Federal Propeltyand Administrative Services Act (41 U.S.C. 251-260), the Federal Acquisition Regulations (48 CFR Chapter I), or anyother Federal procurement law.C. Any provision of the Agreement that is determined to be prohibited or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extentof such prohibition or unenforceability without invalidating the remainingprovisionso f theAgreement, and no such prohibition or unenforceability in any jurisdictionshall invalidate such provision in any otherjurisdiction.D. Failure on the part of Fannie Mae to insist upon strict compliance with any of the terms hereofshall not be deemed awaiver, nor will any waiver hereunder at any time be deemed a waiver at any other time. No waiver will be valid unless inwriting and signed by an authorized officer ofFannieMae. No failure by FannieMae to exercise any right, remedy, or powerhereunder will operate as a waiver thereof. The rights, remedies, and powers provided herein are cumulative and notexhaustive of any rights, remedies, and powers provided by law.E. The Agreement shall inure to the benefit of and be binding upon the parties to the Agreement and their permittedsuccessors- interest.F. The Commitment, the Service Schedule(s) and theAssignment and Assumption Agreement (i fapplicable) may be executedin two or more counterparts (and by different parties on separate counterparts), each ofwhich shall be an original, but all ofwhich together shall constitute one and the same instrument.G. The Commitment, togetherwith the Service Schedule(s), the Financial Instrument, theCeltifications, theAssignmentandAssumption Agreement (i fapplicable) and the Program Documentation, constitutes the entire agreement of the parties withrespect to the subject matter hereof. In the event o f a conflict between any of the foregoing documents and the ProgramDocumentation, the ProgramDocumentation shall prevail. In the eventofa conflict between theProgram Guidelines and theSupplemental Directives, the Program Guidelines shall prevail.H. Any provisions o f the Agreement (including all documents incorporated by reference thereto) that contemplate theircontinuing effectiveness, including, but not limited to, Sections 4, 5.B., 6, 8,9, I I and 12 ofthe Commitment, and Sections 2,3 , 5 , 7 , 8 , 9 and 10 ofthe Financial Instrument, and any other provisions (or portions thereof) in theAgreement that relate to,or may impact, the ability of Fannie Mae and Freddie Mac to fulfill their responsibilities as agents of the United States inconnection with the Programs, shall survive the expiration or teITnination of the Agreement.12. Defined Terms; In c orp o ra tio n b y Reference; Effect of Amendment an d Restatement

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    A. All references to the "Agreement" necessarily include, in all instances, the Commitment and all documents incorporatedinto the Commitment by reference, whether or not so noted contextually, and all amendments and modifications thereto.Specific references throughout theAgreement to individual documents that are incorporated by reference into the Commitmentare not inclusive of any other documents that are incorporated by reference, unless so noted contextually.

    B. The term "EffectiveDate" means the date onwhich FannieMae transmits a copy of the fully executed Commitment, InitialService Schedule(s) and Financial Instrument to Treasury and Servicer with a completed cover sheet, in the form attachedhereto as Exhibit E (the "Cover Sheet"); the Agreement shall be effective on the Effective Date. Any Additional ServiceSchedules that are executed and delivered to Fannie Mae after the Effective Date of the Agreement shall be also beaccompanied by a completed Cover Sheet and shall be effective on the effective date or dates set forth therein. All executeddocuments and accompanying Cover Sheets will be faxed, emailed, or made available through other electronic means toTreasury and Servicer in accordance with Section 9.C. The Program Documentation and Exhibit A - Service Schedule(s) (Service Schedule A-I, et seq.), Exhibit B - Form ofFinancial Instrument, Exhibit C - Form of Celtification, Exhibit 0 - Form of Assignment and Assumption Agreement andExhibitE - Form of Cover Sheet (in each case, in form and, upon completion, in substance), including all amendments andmodifications thereto, are incorporated into this Commitment by this reference and given the same force and effect as thoughfully set forth herein.D. The Prior Agreement is amended and restated in its entirety, andall ofthe terms and conditions of the PriorAgreement aresuperseded by the terms and conditions of this Agreement, effective as of the EffectiveDate of this Agreement.

    [SIGNATURE PAGE FOLLOWS; REMAINDEROF PAGEINTENTIONALLY LEFT BLANK]

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    In Witness Whereof, ServiceI' Dnd ]lannieMae by their duly authorized officials hereby execute and deliver this Amended andRestated Commitment to Purchase Financial Instrument and ServiceI' Participation Agreement as of the Effective Date.

    SERVICER: CitiMortgage, Inc.

    EXHIBITS

    FANNIE MAE, solely as Financial Agent of theUnited States

    Exhibit AExhibitBExhibit CExhibit DExhibitE

    Service SchednleCs)Form ofFinanci.llnstrumentForm of CeltificationForm ofAssignment and Assnmption AgreementForm ofCover Sheet

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    EXHIBIT ASERVICE SCHEDULE(S)

    The attached Service Schedules together comprise Exhibit A to that certain Amended and RestatedCommitment to Purchase Financial Instrument and Servicer Patticipation Agreement (the "Commitment"),entered into as of the EffectiveDate, by and between Federal NationalMortgageAssociation ("FannieMae"),a federally chattered corporation, acting as financial agent of the United States, and the undersigned party("Servicer").Each of the Service Schedules attached hereto is effective as of the Effective Date, or on such other date ordates as may be specified therein. All of the capitalized terms that are used but not defined in the ServiceSchedules shall have the meanings ascribed to them in the Commitment.Exhibit A is deemed to be amended to include all Additional Service Schedules (i fany) that are executed anddelivered by the parties after the EffectiveDate in accordancewith the Agreement, without any further actionon the patt of the patties hereto.

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    SERVICE SCHEDULE A-IThis Selvice Schedule is appended to thot cCI1ain Amended and Re.'Ilnted Commitment to Purchase Finanoial Instrument andServiceI' Participation Agr1313mcnt (the 'Commitmcnt"), entered into as of the Effective Dote, by and between Federal NationalMortg,age Association ("Fannie Mae), a federally ohartered corporation, acting as financial agentoflhe United StRtes, and theundel'signed palty ("Sel'vicer"), and, togetherwith all otherServices Sohedules appended thereto (ifany), constitutesExhibitA tothe Commitment.All ofthe capitalized terms that 8rc used but not defined below shall have the meanings ascribed to them in the Commitment or inapplicable Program Documentation.

    1. Program NRme:ServiceI' hereby elects to participate in the following Program:Homo Afford.ble Modlfie.tlon PI'Og.'.m (HAMP)2, Dcscrlntlon of Program Selylces:Al l sClviecs I'cquh'ed to bc pel'fonucd by a pa.rticipating sel'vicer as set forth in the Progi'am Documentation forthe Homc A1l

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    SERVICE SCHEDULE A-2This Service Schedule is appended lO that cc11ain Amended and Restated Commitment to Purchase Financiallhs(I'ument andServicer Participation Agreement (the ~ ' C o m m j t m e n t ' ) J entered inw as ofthc EffectiveDate. by ond between Federal NationalMortgage Ass'ociation eFannieMae"), a federally chartered corporation, acting as financial agent of theUnited States, Dnd theundersigned plll'ty C'SerYicel'''), and, lOgetherwith all otherServicesSchedules appended thereto (Ifany), constitutesExhjbit A tothe Commitment.All ofthe capitalized terms that at'e used but not defined below shall have the meanings ascribed to them in the Commitmentor inapplicable Progra.m Documentation.

    1. Progl'Am NAme:SeL'vicel' hereby elects to participate in the following Program(s):SeC?nd Lien ModiOcation Program2. Descrlntion of Program Sen'lces:All services I'equircd to be pm'formed by a participating servicer 8S set forth in the Pl'Ogram Dooumentation fot'theSecond Lien Modifioation Program under the Emergenoy Economic Swbi11zo,tionAct of2008, as amended,ineludlngt but not limited tO J obligations relating to the modificotlon or extinguishment ofsooond lien mortgageloans and the provision of loan modification and foreclosure prevention services relftting thereto.3, Effective dnte ofSc!,vicg Schedule:This ServiceSchedule Is executed and delivered contemporaneouslywith theCommitment; Accordingly,the effective date oHMs Service Schedule is the Effective Date unhe Agreelllent.

    In Witness.Whereof, Servicer and FannieMae by their duly authorizedofficials hereby exeeute and delivel'thisServlce Scheduleas of the effective date of the Service Schedule set. fOl'th above.

    SERVICER: CitiMortgage, Inc.

    A-2

    FANNIEMAE, solely as Financial Agent of the UnitedStales

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    SERVICE SCHEDULE A-3This Service Schedule is appended to that certain Amended and Restated Comlnitment to Purchase Financial Instrument andServicer Participation Agreement (the ' ~ C o m m i t m e n t ' ' ' ) , entered into as of t he Effec tive Date, by and between FederalNational Mortgage Association ( " F a n n i e M a e ' ~ ) , a federal ly chartered corporation, act ing as financial agent of the UnitedStates, and the undersigned party ("Servicer"), and, together with all other Services Schedules appended thereto (if any),constitutes Exhibit A to the ( ~ o m n l i t m e n t .1\.11 of the capitalized terms that are used but not defined belo\v shall have the meanings ascribed to them in the COtnmitmentor in applicable Program Documentation.

    1. Program Name:Servicer hereby elects to participate in the following Program(s):Treasury Federal Housing Administration ... Home Affordable Modification Program (TreasuryFIIA-HAMP)2. Description of Program Services:All services required to be performed by a participating servicer relating to Treasury FHA-HAJvlll , as setforth in guidance issued by the Federal Housing Administration from t ime t o t ime; including MortgageeLetter 2009-23, 2009-35,2009-39,2010-04 and 2010-10 , and in the Program Documentation for includingTreasury FHA-I-IAMP in t he Home Affordable Modificat ion Program under the Emergency EconomicStabilization Act of 2008, as amended, including, bu t not limited to, obliga tions rela ting to then10dification of first l ien mortgage loans insured by the Federal Housing Administration and the provisionof loan modification and foreclosure prevention services relating thereto.3. Effective date of Service Schedule:

    This Service Schedule is effective as of September 27, 2010.

    In Witness Whereof, Servicer and Fannie Mae by their duly authorized officials hereby execute and deliver this ServiceSchedule as of the effective date of the Service Schedule set forth above.

    SERVICER: CitiMortgage, Inc./ : I ~ , ~ . '1f1-

    By: ~ r ~ - : - - - - " " _N a m ~ \ \ i W s:. ,__Title: Va:.,,;;;, . ~ , e - r v + C\:"UDate: q / ~ 7 ! 10

    FANNIE MAE, solely as Financial Agent of the UnitedStates

    By: .Z...Name: - ~ ~ ~ = - ' ' ' ' ' ' ' ~ . . , L - - - - - - - - - - - - -Title: - ~ ~ o L I I ~ - - - - - - - - - - - -Date: - - + - : ~ . . . p : - ~ - - -

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    SERVICE S ( ~ H E D t J I . J E A-4'This Service Schedule is appended to that certain Amended and Restated C:omrnitn1ent to PurchaseFinancial Instrunlent and Servicer Participation Agreetnent (the "Conlmitment"), entered into as of theEffective Date, by and between Federal National Mortgage Association ("Fannie Mae"), a federallychartered c o r p o r a t i o n ~ acting as financial agent of the United S t a t e s ~ and the undersigned party ( " S e r v i c e r ' ~ ) ,and, together with all other Services Schedules appended thereto (i f any), constitutes Exhibit A to theCommitn'lent.AII of the capitalized terms that are used but not defined below shall have the meanings ascribed to them inthe Commitment or in applicable Program Documentation.

    1. Program Name:Servicer hereby elects to participate in the following Program(s):'I'reasury/FHA-Second Lien Program (FHA2LP)2. Description of Program Services:All services required to be perfonned by a participating servicer relating to FHA2LP, as set forthin the Program Documentation for FHA2LP in the Making Home Affordable Program under theEmergency Economic Stabilization Act of 2008, as amended.3. Effective date of Service Schedule:This Service Schedule is effective as of September 27, 20104. Opt-Out Right:For the avoidance of d o u b t ~ issuance of an FHA2LP Program Modification requiring mandatorysecond lien principal forgiveness shall afford Servicer the opportunity to opt-out of FHA2LP inaccordance with section 10.C. of the Agreement. Servicer shall have thirty (30) calendar daysfrom the date any such Program Modification is published to make an opt-out election.

    In Witness Whereof, Servicer and Fannie Mae by their duly authorized officials hereby execute anddeliver this Service Schedule as of the effective date of the Service ScheduIe set forth above.

    S E ~ C E R : CitiMortgage, Inc.

    ~ I C d ' ~ " ~By: / ' _Name: a:n"\ \"\1 S)" Sa.Title: fet e;r>J e 1 v t - ~ [ . EODate: L t l ~ 1 / 1 D _, ,

    FANNIE MAE, solely as Financial Agentof the United States

    B y : - - . . . . . . ~ ~ ~ ~ ~ ~ _N a m e : _ " ' - I 4 ~ : . . . . q l : 4 ( . f ~ ~ _Title: - - " ' - f - r l - l ~ : H + - I - - - - - - - - - - - -Date:--H.......... p & = ~ - - - - - - - - - - -

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    EXHIBITB

    FORM OF FINANCIAL INSTRUMENT

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    FINANCIAL INSTRUMENT

    This Financial Instrument is delivered as provided in Section 1oftheAmended and Restated Commitmentto PurchaseFinancial Instrument and ServicerPatticipationAgreement (the "Commitment"), entered into as ofthe EffectiveDate,by and between Federal National MOItgageAssociation ("FannieMae"), a federally chartered corporation, acting asfinancial agentof theUnited States, and the undersigned party ("Servicer"). This Financial Instrument is effective asof the Effective Date. All of the capitalized terms that are used but not defined herein shall have the meaningsascribed to them in the Commitment.For good and valuable consideration, the receipt and sufficiency ofwhich is hereby acknowledged, Servicer agrees asfollows:1. Purchase Price Consideration; Services. This Financial Instrument is being purchased by Fannie Maepursuant to Section 4 ofthe Commitment in consideration for the payment by FannieMae, in its capacity as afinancial agent ofthe United States, of various payments detailed in the ProgratnDocumentation and referred

    to collectively in the Commitment as the "Purchase Price."(a) The conditions precedent to the payment by FannieMaeof the Purchase Price with respect to theServices described on the Initial Service Schedules are: (i) the execution and delivery of this

    Financial Instrument, the Commitment and the Initial Service Schedules by Servicer to FannieMae; (ii) the execution and delivery of the Commitment and the Initial Service Schedules byFannie Mae to Servicer; (iii) the delivery of copies of the fully executed Commitment, InitialService Schedules and Financial Instrument to Treasury on the Effective Date oftheAgreement;(iv) the performance by Servicer of the Services described in the Agreement; and (v) thesatisfaction by Servicer ofsuch other obligations as are set fOlth in the Agreement. Servicershallperform all Services in consideration for the Purchase Price in accordance with the terms andconditions of the Agreement, to the reasonable satisfaction of Fannie Mae and Freddie Mac.

    (b) The conditions precedent to the payment by FannieMaeof the PurchasePrice with respect to theServices described on the Additional Service Schedules (i f any) are: (i) the execution anddelivClY oftheAdditional Service Schedules and theCeltification by Servicer to FannieMae; (ii)the execution and delivery oftheAdditional Service Schedules by Fannie Mae to Servicer; (iii)the delivery of copies of the fully executed Additional Service Schedules to Treasury; (iv) theperformance by Servicer of the Services described in the Agreement, in accordance with theterms and conditions thereof, to the reasonable satisfactionofFannieMae and Freddie Mac; and(v) the satisfaction by Servicer of such other obligations as are set forth in the Agreement.

    2. Authority and Agreement to Patticipate 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 authorityand to obtain all third palty consents, waivers and delegations that are required, by contract or law, in order toperform the Services.

    3. Audits, RepOlting and Data Retention.

    (a) FreddieMac, theFederal Housing FinanceAgency and other patties 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 offsite physical, personnel andinformation technology 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 each of the Programs in which Servicer participates on thhty (30) days' priorwritten notice.

    B-1

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    (b) ServiceI' will collect, record, retain and provide to Treasury, Fannie Mae and Freddie Mac alldata, information and documentation relating to the Programs in which ServiceI' participates asrequired by applicable Program Documentation. All such data, information and documentationmust be provided to the Treasury, Fannie Mae and Freddie Mac as, when and in the mannerspecified in applicable Program Documentation. In addition, ServiceI' shall provide copies ofexecuted contracts and tapes of loan pools related to the Programs for review upon request.

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

    (d) In addition to any other obligation to retain financial and accounting records that may be imposedby Federal or state law, ServiceI' shall retain all information described in Section 3(b), and alldata, books, repOlts, documents, audit logs and records, including electronic records, related tothe performance of Services in connection with the Programs. In addition, ServiceI' shallmaintain a copy of all computer systems and application software necessary to review andanalyze these electronic records. Unless otherwise directed by Fannie Mae 01' Freddie Mac,ServiceI' shall retain these records for at least 7 years from the date the data 01' record was created,or for such longer period as may be required pursuantto applicable law. FannieMae 01' FreddieMac may also notify Servicer from time to time of any additional record retention requirementsresulting from litigation and regulatory investigations in which theTreasury 01' any agents oftheUnited States may have an interest, and Servicer agrees to comply with these litigation andregulatory investigations requirements.

    4. Internal Control Program.(a) ServiceI' shall develop, enforce and review on a quarterly basis for effectiveness an internalcontrol program designed to: (i) ensure effective delivery of Services in connection with the

    Programs in which ServiceI' participates and compliance with applicable ProgramDocumentation; (ii) effectively monitor and detect loan modification fraud; and (iii) effectivelymonitor compliance with applicable consumer protection and fair lending laws. The internalcontrol program must include documentation ofthe control objectives for Programactivities, theassociated control techniques, and mechanisms for testing and validating the controls.

    (b) ServiceI' shall provide Freddie Mac with access to all internal control reviews and reports thatrelate to Services under the Programs performed by ServiceI' and its independent auditing firm toenable Freddie Mac to fulfill its duties as a compliance agent of the United States; a copy of thereviews and reports will be provided to Fannie Mae for record keeping and other administrativepurposes.

    5. Representations, Warranties and Covenants. ServiceI' makes the following representations, warranties andcovenants to Fannie Mae, Freddie Mac and the Treasury, the truth and accuracy of which are continuingobligations of ServiceI'. In the event that any of the representations, warranties, or covenants made hereincease to be true and correct, Servicer agrees to notify Fannie Mae and Freddie Mac immediately.

    (a) ServiceI' is established under the laws of the United States 01' any state, telTitory, or possessionofthe United States 01' theDistrictofColumbia, and has significant operations in theUnited States.Servicerhas full corporate power and authority to enter into, execute, and deliver the Agreement

    B-2

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    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 all Services will be performed 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, theFederal TradeCommissionAct, 15 USC 41 et seq., theEqual Credit Opportunity Act, 15 USC 701 et seq., the Fair Credit RepOlting Act, 15 USC 1681 et seq., 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 orregistrations required under law and has obtained or will obtain all consents necessary toauthorize the performance of its obligations under the Programs in which Servicer palticipatesand theAgreement. The performance ofServices under the Agreementwill not conflict with, orbe prohibited in any way by, any other agreement or statutory restriction by which Servicer isbound, provided, however, that FannieMae acknowledges and agrees thatthis representation andwarranty is qualified solely by and to the extent ofany contractual limitations established underapplicable pooling and servicing agreements and other servicing contracts to which ServiceI' issubject. Servicer is not aware of any other legal or financial impediments to performing itsobligations under the Programs in which Servicer participates or the Agreement and shallpromptly notify FannieMae ofany financial and/or operational impediments whichmay impairits ability to perform its obligations under such Programs or the Agreement. ServiceI' is notdelinquent on any Federal tax obligation or any other debt owedto theUnited Statesor collectedby the United States for the benefit of others, excluding any debt or obligation that is beingcontested in good faith.

    (c) ServiceI' covenants that: (i) it will perform its obligations in accordancewith theAgreement andwill promptly provide such performance reporting as FannieMaemay reasonably require; (ii) allServices will be offered to borrowers, fully documented and serviced, or othelwise performed, inaccordance with the applicable Program Documentation; and (iii) all data, collection informationand other information repOlted by Servicer to Fannie Mae and Freddie Mac under theAgreement, including, but not limited to, information that is relied upon by Fannie Mae orFreddie Mac in calculating the Purchase Price or in performing any compliance review will betrue, complete and accurate in all material respects, and consistent with all relevant businessrecords, as and when provided.

    (d) ServiceI' covenants that it will: (i) perform the Services required under the ProgramDocumentation and theAgreement in accordancewith thepractices, high professional standardsofcare, and degree ofattention used in a well-managed operation, and no less than that which theServiceI' exercises for itself under similar circumstances; and (ii) use qualified individuals withsuitable training, education, experience and skills to performthe Services. Servicer acknowledgesthat 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 Programs in which it participates in accordance with the Agreement.

    (e) ServiceI' covenants that it will comply with all regulations on conflicts of interest that areapplicable to Servicer in connection with the conduct ofits business and all conflicts of interestand non-disclosure obligations and restrictions and related mitigation procedures set fOlth in theProgram Documentation (i f any), as they relate to the Programs in which Servicer participates.

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    (I) Servicer acknowledges that the provision of false or misleading information to Fannie Mae orFreddie Mac in connection with any of the Programs or pursuant to the Agreement mayconstitute a violation of: (a) Federal criminal law involving fraud, conflict of interest, bribery, orgratuity violations found in Title 18 of the United States Code; or (b) the civil False ClaimsAct(31 U.S.C. 3729-3733). Servicer covenants to disclose to Fannie Mae and Freddie Mac anycredible evidence, in connection with the Services, that a management official, employee, orcontractor of Servicer has committed, or may have committed, a violation of the referencedstatutes.

    (g) Servicer covenants to disclose to Fannie Mae and FreddieMac any other facts or information thatthe Treasury, FannieMae or FreddieMac should reasonably expect to know about Servicer andits contractors to help protect the reputational interests of theTreasury, Fannie Mae and FreddieMac in managing and monitoring the Programs in which Servicer participates.

    (h) Servicer covenants that it will timely inform Fannie Mae and Freddie Mac of any anticipatedEvent of Default and of any Act ofBad Faith of which it becomes aware.

    (i) Servicer acknowledges that FannieMae 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 andFreedom ofInfOlmation Act, 5 USC 552, inquiries from other parties, as well asformal inquiries from Congressional committees and members, the Government AccountingOffice, Inspectors General and other government entities, as well as media and consumeradvocacy group inquiries about the Programs and their effectiveness. Servicer covenants that itwill respond promptly and accurately to all search requests made by FannieMae or FreddieMac,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 information as appropriate aboutborrowers' records to ensure that any system of record maintained by Fannie Mae on behalfofthe Treasury is accurate and complete.

    Ul Servicer acknowledges that FannieMae is required to develop and implementcustomer servicecall centers to respond to borrowers' and other parties' inquiries regarding thePrograms, whichmay require additional support from Servicer. Servicer covenants that it will provide suchadditional customer service call SUppOlt as Fannie Mae reasonably determines is necessary tosupport the Programs in which Servicer participates.

    (k) Servicer 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 fullyand promptly cooperate with Fannie Mae's inquiries about loan modification fraud and legalcompliance and comply with any anti-fraud and legal compliance procedureswhich FannieMaeand/or 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.

    (I) Servicer shall sign and deliver a Certification to FannieMae and Freddie Mac beginning on June1,2010 and again on June I ofeach year thereafter during the Term, and upon the execution and

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    delivery by Servicer ofAdditional Service Schedule(s) (i f any) during the Term, in each case inthe form attached as Exhibit C to the Agreement.(m) Solely if Servicer has elected to participate in the Second Lien Modification Program byexecuting and delivering to FannieMae a Service Schedule relating thereto, Servicerrepresents,

    warrants and covenants that each mortgage loan itmodifies under the Second Lien ModificationProgram is, or will be at the t ime ofmodification, a lien that is second in priority relative to thefirst lien that was modified under the Programs.

    6. Use of Contractors. ServiceI' is responsible for the supervision andmanagement ofany contractor that assistsin the performance ofServices in connection with the Programs in which ServiceI' participates. ServiceI' shallremove and replace any contractor that fails to perform. ServiceI' shall ensure that all of its contractorscomply with the terms and provisions of the Agreement. ServiceI' shall be responsible for the acts oromissions of its contractors as if the acts or omissions were by the Servicer.

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

    (i) "Data" means any recorded information, regardless of form orthe media on which itmay be recorded, regarding any of the Services provided in connection with the Programs.(ii) "Limited Rights" means non-exclusive rights to, without limitation, use, copy,maintain, modify, enhance, disclose, reproduce, prepare derivativeworks, and distribute, inany manner, for any purpose related to the administration, activities, review, or audit of, Orpublic reporting regarding, the Programs and to permit others to do so in connectiontherewith.(iii) "NPI" means nonpublic personal information, as defined under the GLB.

    (iv) "GLB" means the Gramm-Leach-Bliley Act, 15 U.S.C. 6801-6809.(b) Subject to Section 7(c) below, Treasury, FannieMae and FreddieMac shall have Limited Rights,

    with respect to all Data produced, developed, or obtained by ServiceI' or a contractor ofServiceI'in connectionwith the Programs, provided, however, that NPI will not be transferred by FannieMae in violation of the GLB and, provided, further, that ServiceI' acknowledges and agrees thatany use ofNPI by, the distribution ofNPI to, or the transfer ofNPI among, Federal, state andlocal government organizations and agencies does not constitute a violation of the GLB 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 relating to the Programs in which ServiceI' participates, in industry standarduseable format.

    (c) ServiceI' expressly consents to the publication of its name as a participant in the Programs listedon the Service Schedules, and the use and publication ofServicer's Data, subject to applicablestate and federal laws regarding confidentiality, in any form and on any media uti lized byTreasury, FannieMae or FreddieMac, including, but not limited to, on any website or webpagehosted by Treasury, FannieMae, Or Freddie Mac, in connection with such Programs, providedthat no Data placed in the public domain: (i) will contain the name, social security number, orstreet address of any borrower or other information that would allow the borrower to be

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    identified; or, (ii) will, if presented in a form that links the ServiceI' with the Data, include (x)information other than program performance and palticipation related statistics, such as thenumber ofmodifications or extinguishments, performance ofmodifications, characteristics ofthemodified loans, or program compensation or fees, or (y) any information about any borrowerother than creditworthiness characteristics such as debt, income, and credit score. In any Dataprovided to an enforcement or supervisory agency with jurisdiction over the ServiceI', theselimitations on borrower information shall not apply.

    8. Publicity and Disclosure.(a) ServiceI' shall not make use of any Treasury name, symbol, emblem, program name, or productname, in any adveltising, signage, promotional material, press release, Web page, publication, ormedia interview, without the prior written consent of the Treasmy.(b) ServiceI' shall not publish, or cause to have published, ormake public use ofFannieMae's name,

    logos, trademarks, or any information about its relationship with Fannie Mae without the priorwritten permission of Fannie Mae, which permission may be withdrawn at any time in FannieMae's sole discretion.

    (c) ServiceI' shall not publish, or cause to have published, ormake public use ofFreddie Mac's name(i.e., "FreddieMac" or "FederalHome Loan Mortgage Corporation"), logos, trademarks, or anyinformation about its relationship with Freddie Mac without the prior written permission ofFreddie Mac, which permissionmay be withdrawn at any time in Freddie Mac's sole discretion.

    9. Limitation of Liabilitv. IN NO EVENT SHALL FANNIE MAE, THE TREASURY,OR FREDDIEMAC, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS ORAFFILIATESBELIABLE TO SERVICERWITHRESPECTTOANY OFTHEPROGRAMS ORTHEAGREEMENT, OR FORANY ACT OR OMISSION OCCURRING IN CONNECTION WITH THEFOREGOING, FOR ANY DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TODIRECT DAMAGES, INDIRECT DAMAGES, LOST PROFITS, LOSS OF BUSINESS,OR OTHERINCIDENTAL, CONSEQUENTIAL, SPECIALOR PUNITIVE DAMAGES OFANY NATUREORUNDER ANY LEGAL THEORYWHATSOEVER, EVEN IF ADVISED OF THE POSSIBILITY OFSUCH DAMAGES AND REGARDLESS OF WHETHER OR NOT THE DAMAGES WEREREASONABLY FORESEEABLE; PROVIDED,HOWEVER, THATTHIS PROVISIONSHALLNOTLIMITFANNIEMAE'S OBLIGATIONTO REMIT PURCHASE PRlCE PAYMENTS TO SERVICERIN ITS CAPACITYAS FINANCIALAGENT OFTHE UNITED STATES INACCORDANCE WITHTHE AGREEMENT.

    10. Indemnification. ServiceI' shall indemnify, hold harmless, and pay for the defense of Fannie Mae, theTreasury and Freddie Mac, and their respective officers, directors, employees, agents and affiliatesagainst all claims, liabilities, costs, damages, judgments, suits, actions, losses and expenses, includingreasonable attorneys' fees and costs of suit, arising out of or resulting from: (a) Servicer's breach ofSection 5 (Representations, Warranties and Covenants) of this Financial Instrument; (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 of ServiceI' or its contractors. ServiceI' shall not settle any suit or claim regarding any of theforegoing without Fannie Mae's prior written consent if such settlement would be adverse to FannieMae's interest, or the interests of the Treasury or Freddie Mac. ServiceI' agrees to payor reimburse allcosts that may be incurred by Fannie Mae and Freddie Mac in enforcing this indemnity, includingattorneys' fees.

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

    N ~ m e ~ 4 5 . - C = ~ ~ - - - - = . s - - i - l I ~ f . ) , - a - . s - - -TItle: W e ~ { ~ Date

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    EXHIBITC

    FORM OF CERTIFICATION

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    CERTIFICATIONCertification is delivered as provided in Section I.e. o f the Amended nnd Restated Commitment to Purchase Financial Instrument and Servicerticipation Agreement (the "Commitment"), effective as of Match 25, 2010 by and between Federal National Mortgage Association C'Fanniea federally chartered corporation, acting as financial agent ofthe United States, and the undersigned party C'Servicel'''). All terms used, butt defined herein, shall have the meanings ascribed to them in the Commitment.

    rviceI' hereby certifies, as ofMafch 25, 2010, that:1. ServiceI' is established under the laws ofthe United States or any state, territory, or possession ofthe United States or theDistrict ofColumbia, and has significant operations in the United States. ServiceI' had full corporate power and authority to enterinto, execute, and deliver the Agreement and to perform its obligations hereunder and has all licenses necessary to carry on itsbusiness as now being conducted and as contemplated by the Agrecmcnt.2. ServiceI' is in compliance with, and cCltifies that all Services have been performed in compliance with, all applicableFederal, state and local laws, regulations, regulatOly guidance, statutes, ordinances, codes and requirements, including, but notlimited to, the Truth in Lending Act, 15 USC 1601 etseq., theHomeOwnership and Equity ProtectionAct, 15 USC 1639, theFederal Trade Commission Act, 15 USC 41 et seq., the Equal Credit Opportunity Act, 15 USC 701 et seq., the Fair CreditReporting Act, 15 USC 1681 et seq., the Fair Housing Act and other Federal and state laws designed to prevent unfair,discriminatory or predatOly lending practices and all applicable laws governing tenant rights. Subject to the following sentence,Servicer has obtained or made all governmental approvals or registrations required under law and has obtained all consentsnecessary to authorize the performance of its obligations under the Programs in which ServiceI' participated and the Agreement.Th e performance of Services under theAgreement has not conflicted with, or been prohibited in any way by, any otheragreementor statutory restriction bywhich Servicer is bound, except to the extentof any contraetuallimitations under applicable pooling andservicing agreements and other servicing contracts to which ServiceI' is subject. Servicer is not aware of any other legal 01'financial impediments to performing its obligations underthe Programs or theAgreement and has promptly notified FannieMae ofany financial andlor operational impediments which may impair its ability to perform its obligations under the Programs or theAgreement. ServiceI' is not delinquent on any Federal tax obligation or any other debt owed to the United States or collected bythe United States for the benefit of others, excluding any debts or obligations that are being contested in good faith.3. (i) ServiceI' has performed its obligations in accordance with theAgreement and has promptly provided suchperformancereporting as FannieMae and Freddie Mac have reasonably required; (ii) all Services have been offered by ServiceI' to borrowers,fully documented and serviced by Servicer in accordancewith the applicableProgram Documentation; and (iii) all data, collectioninformation and other information reported by Selvicerto FannieMae and FreddieMac under the Agreement, including, but notlimited to, information thatwas relied upon by FannieMae and Freddie Mac in calculating the Purchase Price and in performingany compliance review,was true, complete and accurate in all material respects, and consistentwith all relevant business records,as and when provided.4. ServiceI' has: (i) performed the Services required under the Program Documentation and the Agreement in accordancewith the practices, high professional standards of care, and degreeo f attention used in aweliMmanaged operation, and no less thanthatwhich the Selvicer exercises for itselfunder similar circumstances; and (ii) used qualified individuals with suitable training,education, experience and skills to perform theSelvices. ServiceI' acknowledges that Program participation required changes to, orthe augmentation of, its systems, staffing and procedures; Selvicer took all actions necessary to ensurethat it had the capacity toimplement the Programs in which it participated in accordance with the Agreement.5. Selvicer has complied with all regulations on conflicts ofinterest that are applicable to Selvicer in connection with theconduct of its business and all conflicts of interest and non-disclosure obligations and restrictions and related mitigationprocedures set forth in the Program Documentation (i f any), as they related to the Programs in which Servicer palticipated.6. ServiceI' acknowledges that the provision of false ormisleading information to FannieMae or Freddie Ma c in connectionwith the Programs or pursuantto theAgreementmay constitute a violation of: (a) Federal criminal law involving fraud, conflictofinterest, bribe)', or gratuity violations found in TItle 18 olthe United States Code; or (b) the civil False Claims Act(31 U.S.C. 3729-3733). Servicerhas disclosed to FannieMae and FreddieMac any credible evidence, in connectionwith th e Selvices, that amanagement official, employee, or contractor o f ServiceI' has committed, or may have committed, a violation o f the referencedstatutes.

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    7. Servicer has disclosed to Fannie Mae and Freddie Mac any other facts or information thatthe Treasury, FannieMae orFreddie Mac should reasonably expect to know about Servicer and its contractorsto help protect the reputational interests oftheTreasury, Fannie Mae and Freddie Mac in managing and monitoring the Programs.8. Servicer acknowledges that Fannie Mae and Freddie Mac may be required to assist the Treasury with responses to thePrivacy Actof 1974 (the "Privacy Act"), 5 USC 552a, inquiries from borrowers and Freedom ofInformation Act, 5 USC 552,inquiries from other parties, as well as formal inquiries fi'om Congressional committees and members, theGovernment AccountingOffice, InspectOl's General and other government entities, as well as media and consumer advocacy group inquiries about thePrograms and their effectiveness. Servicer has responded promptly and accurately to all search requests madc by FannicMae andFreddic Mac, complied with any rclated procedures whieh FannieMae and Freddie Mac have establ


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