Financial Risk Servicing Template

FINANCIAL RISK SERVICING AGREEMENT

Parties and Effective Date

This Financial Risk Servicing Agreement (the Agreement) is entered into between:

Effective Date: .

Recitals

Whereas the Client engages the Servicer to perform ongoing financial risk servicing, including monitoring, reporting, remediation recommendations and related administrative functions with respect to the Client's designated portfolio as described in this Agreement; and

Whereas the Servicer has the personnel, systems and regulatory compliance procedures necessary to provide such services on the terms set forth below;

Scope of Services

The Servicer will perform the services (Services) described in Schedule A: Service Description. Services shall include, without limitation:

• Continuous monitoring of portfolio credit risk indicators;
• Periodic stress testing and scenario analysis;
• Monthly and ad hoc reporting to the Client as specified in the Reporting section;
• Coordination of remediation activities and regulatory reporting support.

Term and Termination

Term: This Agreement shall commence on the Effective Date and continue for a period of years, unless earlier terminated in accordance with this Agreement.

Termination for Cause: Either party may terminate immediately upon written notice if the other party materially breaches any obligation and fails to cure within days after receipt of notice.

Termination for Convenience: Client may terminate for convenience upon days' prior written notice to Servicer, subject to payment of accrued fees and reasonable wind-down costs.

Fees, Invoicing and Payment

The Client shall pay the Servicer fees as set forth in the Fee Schedule below. Fees are exclusive of taxes, which are the responsibility of the Client unless exempt.

Payment Terms: Client shall pay all undisputed invoices within days of receipt. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and Client shall reimburse Servicer for reasonable collections costs.

Wire transfer    Check    ACH debit/credit

Reporting, Records and Audit Rights

Reporting: Servicer shall deliver the agreed reports at the cadence specified in Schedule B. Reports shall contain methodology, key risk indicators, and suggested remediation steps where applicable.

Records and Audit Rights: Servicer shall maintain complete and accurate records of all activities performed hereunder for a period of years. Client or its independent auditor shall have the right to audit those records upon reasonable notice and during normal business hours to verify compliance with this Agreement.

Confidentiality and Data Security

The parties acknowledge that each will receive Confidential Information. Confidential Information shall be used only for the performance of this Agreement and shall be protected with at least the same degree of care each party uses to protect its own confidential information but no less than reasonable care. Servicer shall implement and maintain administrative, technical and physical safeguards designed to protect Client data and comply with applicable data protection laws.

Indemnification and Liability

Indemnification: Each party shall indemnify, defend and hold harmless the other party from and against claims, liabilities, losses and expenses arising out of a breach of this Agreement or from the indemnifying party's negligence or willful misconduct.

Limitation of Liability: Except for breaches of confidentiality, indemnification obligations, and willful misconduct, neither party shall be liable for indirect, incidental, consequential or punitive damages. The aggregate liability of either party for all claims arising under this Agreement shall not exceed the total fees paid by Client to Servicer during the months preceding the claim.

Compliance; Regulatory Cooperation

Each party represents that it will perform its obligations in compliance with applicable law and regulatory requirements. Servicer shall reasonably cooperate with Client in responding to regulatory inquiries concerning the Services provided hereunder.

Default and Remedies

Material Default: Material default by either party entitles the non-defaulting party to terminate this Agreement and pursue all available legal and equitable remedies. The remedies provided in this Agreement are cumulative and not exclusive.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below by certified mail, nationally recognized courier, or electronic delivery where receipt is acknowledged.

Amendments; Assignment; Governing Law

Amendments: This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes all obligations hereunder.

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.

Miscellaneous Provisions

Entire Agreement: This Agreement (including all schedules and exhibits) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings.

Acknowledgements

Each party represents and warrants that it has the authority to enter into this Agreement, that the signatory is duly authorized, and that execution will not violate any other agreement, law or regulation applicable to the signing party.

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