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Annex 2

Consumer Relief

Eligibility: The Consumer Relief eligibility criteria shall reflect only the terms set forth below and the

following principles and conditions: (1) Consumer Relief will not be implemented through any policy

that violates the Fair Housing Act or the Equal Credit Opportunity Act; (2) Consumer Relief will not be

conditioned on a waiver or release by a borrower, provided that waivers and releases shall be permitted

in the case of a contested claim where the borrower would not otherwise have received as favorable

terms or consideration; and (3) Eligible modifications may be made under the Making Home Affordable

Program (including the Home Affordable Modification Program and the Housing Finance Agency

Hardest Hit Fund) and any proprietary or other modification program. Nothing herein shall preclude the

implementation of pilot programs in particular geographic areas that do not violate the Fair Housing Act,

the Equal Opportunity Credit Act, or any other federal or state civil rights law.

Annex 2

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Menu Item

Credit Towards Settlement Minimum/Cap

1. Modification -

Forgiveness/Forbearance

3,4

Menu Item 1 Minimum =

$1.28 Billion Credit

A. First Lien - Principal

Forgiveness

$1.00 Forgiveness = $1.00 Credit

150% Enhanced Early Incentive Credit

Start date of crediting is November 1, 2015 (based on first payment date for completed modifications and

other actions under this Menu). Consumer Relief to be completed no later than January 31, 2021. No

Credit will be provided for a modification if payments are required unless the borrower makes the first

three scheduled payments under the modification (including trial period payments). With respect to

earned forgiveness principal reduction modifications, Credit can be immediate, provided the borrower

makes the required payments (to include any trial payments) and the earned forgiveness period is a

maximum of 3 years. If a borrower receives more than one form of Consumer Relief, Credit shall be

provided for each form of relief, provided that the forms of relief must be segregated for purposes of

determining Credit. Credit can be earned for all forms of relief in the 50 states, the District of Columbia,

and the U.S. territories.

Credit will be provided for any Consumer Relief completed by any subservicer pursuant to this Annex

and for loans sold to other servicers (including sales of servicing rights) where a modification is

completed by the deadline set forth in footnote 1 for Goldman Sachs to complete its Consumer Relief

obligations, and provided that the agreement providing for such sale of servicing allows for the tracking

and reporting of such subsequent Consumer Relief to the satisfaction of the Monitor.

For Menu Item 1.A, eligibility is limited to non-performing loans, loans in imminent default (as defined

by HAMP), high LTV loans, loans with rates substantially above Freddie Mac’s Primary Mortgage

Market Survey (PMMS) and loans with troubled loan history. High LTV Loans are defined as loans at or

above 100% LTV. Loans with troubled loan history are defined as loans where the borrower has missed

two or more payments during the term of the loan. With respect to all other categories, Credit is available

for Consumer Relief provided to all borrowers unless otherwise limited under the Menu.

With respect to Credits achieved under Menu Items 1.A, 1.B and 1.C, modifications must be for loans

with an unpaid principal balance prior to capitalization at or below the local GSE conforming loan limit

cap as of January 1, 2016.

As used in this Menu, “LTV” shall refer to loan-to-value ratio. Subject to any applicable investor or

contractual requirements, the property value used to calculate the LTV under this Menu shall be based

upon a property valuation meeting the standards acceptable under the Making Home Affordable programs

received within three months of the transaction. Credit will be provided for forgiveness of amounts

capitalized prior to or as part of a modification pursuant to this Annex.

Enhanced Early Incentive Credit applies to all Consumer Relief activity under Menu Item 1.A offered or

completed by November 30, 2016 (based upon the first payment date, excluding trial payments, for

(footnote continued)

Annex 2

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Menu Item

Credit Towards Settlement Minimum/Cap

115% Early Incentive Credit

115% Credit for incremental LTV

reduction below 100%

Credit limited to principal reduction that

reduces LTVs to equal to or less than

100%

B. Principal Forgiveness of

Forbearance

$1.00 Forgiveness = $1.00 Credit

115% Early Incentive Credit

115% Credit for incremental LTV

reduction below 100%

Credit limited to principal reduction that

reduces LTVs to equal to or less than

100%

C. First Lien - Forbearance

(Payment Forgiveness)

$Forgiveness = Pre Mod Rate x Forborne

UPB x Avg Life

115% Early Incentive Credit

Credit limited to forbearance that reduces

LTVs to equal to or less than 100%

(footnote continued)

modifications requiring a payment), provided that no Enhanced Early Incentive Credit will be provided

for a modification if payments are required unless the borrower makes the first three scheduled payments

under the modification (including trial period payments). Enhanced Early Incentive Credit and other

Credits are cumulative (e.g., $1.00 of principal forgiveness in an amount below 100% LTV completed

prior to November 30, 2016 would receive $1.725 Credit), except that no Early Incentive Credit applies to

consumer relief activity receiving Enhanced Early Incentive Credit.

Early Incentive Credit applies to all Consumer Relief activity offered or completed by June 30, 2017.

Early Incentive Credit and other Credits are cumulative (e.g., $1.00 of principal forgiveness completed

prior to June 30, 2017 in a Participating State (as described below under “State-Specific Consumer

Relief”) where Goldman Sachs has already met its state-specific minimum in an amount beyond that

state-specific minimum would receive $1.3225 Credit).

Based on an average life of 10 years.

Annex 2

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Menu Item

Credit Towards Settlement Minimum/Cap

D. Second Lien

Extinguishments

9,10

Performing (90 days or less past due on

the related Second Lien)

$1.00 Forgiveness = $1.00 Credit

115% Early Incentive Credit

Seriously Delinquent & Non-

Performing (>90 days past due on the

related Second Lien):

$1.00 Forgiveness = $0.40 Credit

115% Early Incentive Credit

Menu Items 1.D + 1.E Cap

= $630 Million Credit

E. Junior Liens (Liens less

than Second Lien

position)

Outstanding Unsecured

Mortgage Debt Principal

Forgiveness/Extinguishm

ent

$1.00 Forgiveness = $0.40 Credit

115% Early Incentive Credit

Goldman Sachs may not earn Credit under Menu Items 1.D and 1.E for extinguishment of a second lien,

junior lien, or unsecured mortgage debt where Goldman Sachs owns or services the first lien and

Goldman Sachs initiates or prosecutes a foreclosure with respect to the first lien within 6 months of the

extinguishment of the second lien. Goldman Sachs may not earn Credit under Menu Items 1.D and 1.E

for debt that has become unenforceable by operation of state law (e.g., California Code of Civil Procedure

sections 580b and 580d). To the extent that any form of relief under Menu Items 1.D or 1.E is offered on

an opt-out basis, the opt-out period must be at least 90 days in length.

Eligibility under Menu Items 1.D and 1.E is limited to borrowers with second lien UPBs at or below

$208,500 nationwide with the exception of Alaska, Guam, Hawaii and Virgin Islands, where eligibility is

limited to borrowers with second lien UPBs at or below $312,750. Credit can only be earned under Menu

Items 1.D and 1.E for extinguishment of second liens, junior liens, or unsecured mortgage debt.

For purposes of this section, the term “delinquent” shall have the meaning provided by the Mortgage

Bankers Association definition of delinquency.

Annex 2

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2. Affordable Rental and For-

Sale Housing

Financing and/or donations to

fund affordable rental and for-

sale housing

For Critical Need Family Housing

developments: $1.00

Loss

/Donation

= $3.75 Credit

For other developments: $1.00

Loss/Donation = $3.25 Credit

115% Early Incentive Credit

Credits for Critical Need Family

Housing rental developments and for

other rental developments will be given

for developments that are equivalent to

Menu Item 2 Minimum =

$240 Million Credit

With respect to Menu

Item 2, at least 50% of

units generating Credit

must be in Critical Need

Family Housing

developments.

125% Credit for

Losses/Donations incurred

with respect to units in

“Critical Need Family Housing” is defined as affordable low-income rental housing developments or

affordable low- or moderate-income for-sale housing developments selected by Goldman Sachs that

(i) are located within Small Area DDAs or State-Defined High Opportunity/Low Poverty Areas, and

(ii) none of the units have age restrictions for any of the occupants. For these purposes, “Small Area

DDAs” are Small Area Difficult Development Areas defined by the U.S. Department of Housing and

Urban Development as set forth in 78 Fed. Reg. 69,113 (Nov. 18, 2013), and “State-Defined High

Opportunity/Low Poverty Areas” refers to “high opportunity” or “low poverty” areas as defined in State

Qualified Allocation Plans (for those states that use such designations). The list of Small Area DDAs for

2016 is available on the HUD website at https://www.huduser.gov/portal/sadda/sadda_qct.html. The list

of Small Area DDAs for subsequent years will also be available on HUD’s website.

“Loss” for a subordinated loan made to facilitate the construction, rehabilitation or preservation of

affordable low-income rental housing or affordable low- or moderate-income for-sale housing is based on

the estimated expected recoveries at the time of loan commitment. Loss is measured as the difference

between the amount provided to the borrower and the estimated future cash flows from the loan,

discounted at the prevailing interest rate for similar risk profiles, as reflected on the books and records of

Goldman Sachs on the origination date of the loan. The future cash flows from the loan will be Goldman

Sachs’ best estimate using all reasonable and supportable assumptions and projections. Origination date

is defined as the date the commitment to lend is issued. For crediting purposes, origination date is the

determinative date for crediting as described above. In evaluating crediting under this section, the

independent Monitor will verify the reasonableness of the loss calculation, including (but not limited to)

verification of the reasonableness of the discount rate applied and the calculation on estimated future cash

flows. If Goldman Sachs’ Loss is substantially reversed within 3 years due to circumstances such as

cancellation of the project during the term of this Annex, Goldman Sachs’ Credit shall be calculated on

the actual Loss incurred. Credit will only be given up to $100,000 per affordable rental housing unit and

$150,000 per affordable for-sale housing unit. Credit for Critical Need Family Housing developments

shall be reduced to $3.25 for $1.00 Loss if the location of the project is moved outside a Small Area DDA

or State-Defined High Opportunity/Low Poverty Area.

Credit limited to donations of cash or liquid assets that may be converted to cash. For donations of assets

to fund developments, Credit is measured based on the fair value of the asset being donated at the time of

the donation.

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affordable rental housing developed

through LIHTC. For example, rental

developments eligible for Credits

(i) must have at least 20% of the

residential units affordable up to 50%

AMI or at least 40% of the units

affordable up to 60% AMI, (ii) must

have a Land Use Restriction

Agreement for at least 30 years, and

(iii) must agree to accept Housing

Choice vouchers. Other features also

must be equivalent to affordable rental

housing developed through LIHTC.

Credits for Critical Need Family

Housing for-sale developments and for

other for-sale developments will be

given for projects that are developed in

partnership with a municipal or

government housing agency. For-sale

developments eligible for Credits

(i) must have at least 20% of the units

affordable up to 80% AMI (or up to

120% AMI in High Cost areas, as

defined by HUD), and (ii) must have a

Land Use Restriction Agreement for at

least 15 years.

Critical Need Family

Housing developments

beyond the minimum of

50% of units generating

Credit in Critical Need

Family Housing.

Each year, at least 40% of

all units generating Credit

in Critical Need Family

Housing developments

must have 2 or more

bedrooms. Each year, at

least 10% of all units

generating Credit in

Critical Need Family

Housing developments

must have 3 or more

bedrooms.

To earn Credit,

developments must meet

the same affirmative

marketing standards as are

set forth in 24 C.F.R.

§ 200.620. The process by

which individuals and

families apply and are

selected for eligible

affordable rental or for-sale

units will be administered

by municipal or

government housing

agencies or by the

developer, in accordance

with the typical practices

for each type of

development.

Total Credit (Menu Items

1+2) = $1.520 Billion

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State-Specific Consumer Relief

Minimum Credit must be earned in the following Participating States and denominations (which shall be

known as the “Participating State Minimum Amounts”): $200 million for New York

, $30 million for

California

and $16 million for Illinois.

115% Additional Credit (which shall be known as “Participating State Additional Credit”) for Credit

Amounts in Menu Items 1 and 2 in excess of the Participating State Minimum Amounts for each

Participating State.

Additional Parameters

Goldman Sachs shall not be responsible for any tax consequences to borrowers of the Consumer Relief

described in this Annex, but Goldman Sachs is required to clearly disclose to borrowers the potential tax

consequences of any relief offered or provided, and recommend that borrowers seek appropriate counsel

as needed.

Required Outreach

Goldman Sachs will prepare a short, plain-language document (translated into Spanish, Chinese,

Tagalog, Vietnamese and Korean), available online, that can be distributed by third parties to explain the

forms of relief available under the terms of this Annex. Goldman Sachs shall translate this document

into other languages as appropriate on a best efforts basis.

Goldman Sachs agrees to hold three outreach events each year until Goldman Sachs has satisfied the

Consumer Relief obligations set forth in this Annex. Goldman Sachs will hold these events in

geographically dispersed locations, with priority given to the Participating States. In preparation for

each event, Goldman Sachs will conduct targeted borrower outreach through personalized invitational

letters, emails and/or outbound phone calls with eligible borrowers. As part of this preparation,

Goldman Sachs will notify the respective State Attorneys General, the independent Monitor and other

individuals or entities that Goldman Sachs deems appropriate of the schedule of events to build further

awareness and encourage increased participation. These events will involve a presentation informing

attendees about Goldman Sachs’ efforts and obligations under this Annex. This outreach will be

conducted in English and Spanish, and, on a best efforts basis, other languages to encourage eligible

Within New York, the following minimums also apply (which shall be referred to as the “New York-

Specific Minimum Amounts”): Menu Item 1.A Credit Minimum = $150 Million; and Menu Item 2

Credit Minimum = $50 Million. Participating State Additional Credit can be earned in New York only

once the New York-Specific Minimum Amount has been reached.

Goldman Sachs will utilize its best efforts to endeavor to earn a total of at least $10 Million of Credit in

the following counties in the Eastern District of California: Amador, Butte, Calaveras, Colusa, El

Dorado, Fresno, Glenn, Kern, Kings, Madera, Mariposa, Merced, Nevada, Placer, Sacramento, San

Joaquin, Shasta, Solano, Stanislaus, Sutter, Tehama, Tulare, Tuolumne, Yolo and Yuba.

Annex 2

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borrowers to make appointments in advance. Multilingual translation and interpretation services for

Spanish and, on a best efforts basis, other languages will be offered and available to customers

requesting such support.

Credit Minimums, Reporting Requirements, and Liquidated Damages

Goldman Sachs shall endeavor to satisfy the Consumer Relief obligations set forth in this Annex by

January 31, 2020, but shall have until January 31, 2021 to complete all Consumer Relief obligations set

forth in this Annex. An independent Monitor acceptable to the parties and paid for by Goldman Sachs

shall be appointed to publicly: (1) report progress towards completion of Consumer Relief, including

reporting on overall progress on a quarterly basis commencing no later than 180 days after the date of

this Agreement; (2) report on Credits earned as promptly as practicable following the date the Monitor

has confirmed the methodology for validation of Credits under this Menu (including a description of the

distribution of Credits at the census block level for Menu Item 1); and (3) ultimately determine and

certify Goldman Sachs’ compliance with the terms of this Annex. If the Monitor determines that a

shortfall in any of the Consumer Relief obligations remains as of January 31, 2021, the outstanding

amount of any such Consumer Relief obligation shall begin to increase at a rate of 5% per annum,

ending upon Goldman Sachs’ satisfaction of the outstanding Consumer Relief obligation (the “Interest

Provision”). Goldman Sachs’ obligations under the Interest Provision shall be the sole remedy for any

failure to complete the Consumer Relief. The calculations regarding the Credit Minimums shall be

performed by the Monitor and the Monitor shall determine at the end of the period whether there is a

shortfall in any of the Consumer Relief obligations, and if so, shall apply the Interest Provision.

In the event that Goldman Sachs is unable to satisfy the Credit Minimums set forth in this Menu despite

using its best efforts (as confirmed by the Monitor) to solicit every eligible borrower, barring any legal

limitations on its ability to contact a given borrower, for the applicable consumer relief program,

Goldman Sachs may apply any Credits earned in excess of any of the Credit Minimums or any Credit

earned in any Menu Item as to which neither a Credit Minimum nor a Credit Cap applies to offset any

deficiency in respect of any of the other Menu Items to which a Credit Minimum applies.

The Monitor shall provide Goldman Sachs with flexibility on the evidencing requirements for loans not

serviced by Goldman Sachs where the standard evidence is unavailable and Goldman Sachs is able to

provide alternative evidence that enables the Monitor to satisfactorily carry out his duties under this

Annex. For example, the Monitor may (but is not required to) determine that balance forgiveness may

be evidenced by transaction screenshots, before and after statements and/or 1099C statements.

For Menu Item 1, Goldman Sachs is required to report data to the Monitor at the census block level. For

Menu Item 1, Goldman Sachs is required to provide the Monitor with a copy of the Internal Revenue

Service (“IRS”) Form 1099C issued to each individual for each item of relief provided. Credit will not

be given for any item of relief provided pursuant to this Menu where the Monitor determines that

Goldman Sachs has failed to satisfactorily report data (including census block level data) for that relief

as required in this Annex.