Certified Loan Compliance Agreement

CERTIFIED LOAN COMPLIANCE AGREEMENT

This Certified Loan Compliance Agreement ("Agreement") is entered into as of , by and between:

Certifying Party Name: , a organized under the laws of , with principal address .

Recipient Party Name: , a organized under the laws of , with principal address .

WHEREAS

WHEREAS, Certifying Party possesses expertise and processes for reviewing loan origination, underwriting, documentation, servicing and related procedures to determine conformity with applicable loan program requirements and regulatory standards; and

WHEREAS, Recipient Party desires to retain Certifying Party to perform compliance certification, audits, and related consulting with respect to the loan portfolio described in Schedule A and in accordance with the terms and conditions set forth herein; and

WHEREAS, the parties intend that Certifying Party's certification deliverables will be relied upon by Recipient Party and its permitted assignees for internal controls, investor reporting, and regulatory compliance purposes.

SCOPE OF WORK

Certifying Party shall perform the compliance services described below and in any applicable statement of work executed by the parties. Services shall include document review, testing of loan files, written certification reports, remediation recommendations, and limited follow-up testing as reasonably requested.

PAYMENT TERMS

Recipient Party shall pay Certifying Party the fees and reimbursable expenses set forth below. All fees are non-refundable except as expressly provided in this Agreement.

Invoices are due within days of invoice date. Unpaid amounts shall bear interest at the lesser of (i) per month or (ii) the maximum rate permitted by applicable law, calculated monthly and compounded, together with any collection costs and attorneys' fees incurred in collecting overdue amounts.

TERM AND TERMINATION

The initial term of this Agreement shall commence on , and shall continue until , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon written notice to the other party given not less than days prior to the effective date of termination. Either party may terminate for material breach if such breach remains uncured for a period of thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means all non-public information disclosed by one party to the other in connection with this Agreement, whether written, oral, electronic or other form. The receiving party shall maintain Confidential Information in strict confidence, shall use it solely to perform its obligations under this Agreement, and shall not disclose it to any third party except to its employees, affiliates, counsel, auditors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential Information does not include information that is (i) publicly known through no fault of the receiving party, (ii) rightfully received from a third party without restriction, or (iii) independently developed without use of the disclosing party's Confidential Information.

Notwithstanding the foregoing, either party may disclose Confidential Information to the extent required by law, regulation, or a valid order of a court or governmental authority, provided the receiving party gives prompt written notice to the disclosing party (to the extent permitted) and cooperates in any effort to limit or contest the required disclosure.

REPRESENTATIONS, WARRANTIES AND CERTIFICATIONS

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations. Certifying Party specifically warrants that (i) it will perform services in a professional and workmanlike manner in accordance with industry standards applicable to loan compliance certification, (ii) the certification report will truthfully and accurately reflect the procedures performed and findings observed as of the date of the report, and (iii) it will comply with all applicable laws, rules and regulations in the performance of services.

Recipient Party represents that it has provided Certifying Party with all material information reasonably necessary to perform the services, that the loan files and related data provided are genuine and complete to the best of Recipient Party's knowledge, and that Recipient Party will timely implement any agreed remediation required to address significant deficiencies identified by Certifying Party.

AUDIT RIGHTS; RECORDS

Certifying Party shall retain workpapers, testing results and other records generated in connection with the services for a period of not less than three (3) years following delivery of the final certification report, unless a longer retention period is required by applicable law or by agreement of the parties. Recipient Party shall have the right to inspect such records during normal business hours upon reasonable notice and subject to confidentiality protections and redaction of privileged material.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify and hold harmless the other party from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. Except for liability arising from willful misconduct or breaches of confidentiality, each party's aggregate liability under this Agreement shall not exceed the total fees paid or payable to Certifying Party under this Agreement during the twelve (12) month period preceding the claim.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. Any legal action or proceeding arising under this Agreement will be brought exclusively in the state or federal courts located in that State, and the parties hereby submit to the personal jurisdiction and venue of such courts.

ENTIRE AGREEMENT

This Agreement, together with any statements of work, schedules and exhibits executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an employment, agency, partnership or joint venture relationship. Neither party may assign this Agreement without the prior written consent of the other party, except that Recipient Party may assign to an affiliate or successor in connection with the sale of substantially all of its assets or stock.

CERTIFICATION

By executing this Agreement, Certifying Party certifies that, to the best of its knowledge and belief, the certification deliverables provided under this Agreement will accurately reflect Certifying Party's testing, findings and conclusions as of the date of the report and will not knowingly omit any material fact that would render the certification materially misleading. Certifying Party further certifies that it has implemented reasonable procedures to ensure the integrity and accuracy of its reviews.

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