A) Any agent with a minimum completion of 10 BPO s that meet or exceed ORDMS level of performance standards.

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1 Dear Real Estate Professional- Thank you for your interest in joining Old Republic Default Management Services network of REO Listing Agents and Brokers. The application provided herein must be completed in its entirety and returned to our Vendor Administration Team at: Once you have submitted your REO application with requested documents, you agree to participate in an ORDMS assessment process that will ultimately determine your eligibility to be added to our approved ORDMS REO Vendor Network. The assessment will require that you sign up to our Valuations platform, Quandis ( On the 5 th of each month, our Valuations team will make recommendations to our Vendor Administration team based on the following criteria: A) Any agent with a minimum completion of 10 BPO s that meet or exceed ORDMS level of performance standards. OR B) Any agent that has been accepting BPO s for a minimum of 90 days AND a minimum completion of 3 BPO s that meet or exceed our level of performance standards. Once recommended and added to our approved REO Network, you will be eligible to receive REO listings specific to your areas of coverage. Your approval does not guarantee listings. You will be required to sign up to Res.Net ( the operating industry platform chosen by our clients. Please note: It will be expected that once you become an ORDMS Approved REO agent, you will continue to accept and perform BPO s on behalf of our Valuations team based on need and coverage area. All BPO services whether during the assessment period or after, will be paid by ORDMS. Old Republic Default Management is committed to providing quality service to our valued clients and in doing so, must retain only the most professional and knowledgeable agents/brokers we can locate. We thank you for your commitment to excellence and look forward to working with you! Sincerely, Vendor Administration Team Old Republic Default Management Services All rights reserved. This documented is provided for the use of the recipient only. Any reproduction, distribution or disclosure of the contents of this document without the express written permission of Old Republic Default Management Services is strictly prohibited. REO Real Estate Agent/Broker Application Page 1 of 6

2 Agent Profile Agent Name REO Real Estate Agent/Broker Application Please complete this application in its entirety. Agent Address City State Zip Code Phone Fax License Number License Issue Date License Expiration Date Insurance Policy Number E & O Insurance Coverage Amounts Insurance Expiration Date Broker of Record Profile Company Name Company Address City State Zip Code Phone Fax License Number License Issue Date License Expiration Date Insurance Policy Number E & O Insurance Coverage Amounts Insurance Expiration Date All rights reserved. This documented is provided for the use of the recipient only. Any reproduction, distribution or disclosure of the contents of this document without the express written permission of Old Republic Default Management Services is strictly prohibited. REO Real Estate Agent/Broker Application Page 2 of 6

3 REO Experience What Zip Code areas do you service*? *Please note: Agents will receive property assignments only for those area, counties and/or zip codes listed. Years experience as a licensed REO Agent/Broker of Record: Years Months Number of REO Properties sold last year: Number of REO Properties sold this year: Total number of successful REO transactions completed: Number of current REO property listings: Number of current listings that are not REO properties: Number of Agents currently on your REO team: Do you and/or your Broker of Record have the funds available to maintain all costs associated with an REO listing? (utilities, house cleaning, lawn maintenance, etc.) For what companies have you sold REO properties? What data/verification services do you utilize when completing orders? Do your services include Historical BPOs and/or Appraisals? Yes No How many BPOs do you complete each year? Do you complete Interior or Exterior BPOs? Interior Exterior How many BPOs have you completed in your career? For what companies do you complete BPOs? Would you be willing to testify in court or arbitration? Yes No Signature Date All rights reserved. This documented is provided for the use of the recipient only. Any reproduction, distribution or disclosure of the contents of this document without the express written permission of Old Republic Default Management Services is strictly prohibited. REO Real Estate Agent/Broker Application Page 3 of 6

4 Please fax the following documents to or them to Completed and signed application Copy of resume, listing any additional certifications, licenses or professional affiliations Legible copy of license for both Agent and Broker Copy of current E&O Insurance certificate IRS W-9 form for both Agent and Broker List of 4 personal references List of 3 past REO client references Confidentiality Agreement All rights reserved. This documented is provided for the use of the recipient only. Any reproduction, distribution or disclosure of the contents of this document without the express written permission of Old Republic Default Management Services is strictly prohibited. REO Real Estate Agent/Broker Application Page 4 of 6

5 CONFIDENTIALITY AGREEMENT The Contractor acknowledges that it has been informed that Old Republic Default Management Services, a division of Old Republic National Title Insurance Company, a Minnesota corporation ( Old Republic ) has entered into numerous agreements requiring that Old Republic obtain a written confidentiality agreement from Old Republic s contractors and subcontractors to protect and secure any Confidential Information disclosed by Old Republic to such contractors and subcontractors. This Confidentiality Agreement shall be deemed to be an addendum to any service or other agreement between Old Republic and Contractor. In consideration of the continued employment or engagement of Contractor by Old Republic and for other valuable consideration, Contractor agrees as follows: 1. Contractor acknowledges that all information in any form, including, but not limited to, printed or oral communications and information stored in printed or electromagnetic format, furnished directly or indirectly to Contractor by Old Republic is of a confidential nature and is a valuable, special and unique asset. All such and information disclosed by Old Republic to Contractor including, but not limited to, information that relates to the business of Old Republic or Old Republic s customers, information that relates to the business relationships or methods of transacting business of Old Republic or Old Republic s customers, and any non-public personal information relating to consumers (all such information shall be collectively referred to as Confidential Information ). 2. Contractor agrees not to sell, transfer, publish, disclose, display or otherwise make available to others and/or use for any purpose other than performing its obligations under any service agreement with Old Republic any Confidential Information without Old Republic s prior written consent. In addition, Contractor agrees not to use any non-public personal information about Old Republic s customers or other consumers in any manner prohibited by Title V of the Gramm-Leach-Bliley Act, and further agrees to implement and maintain appropriate measures designed to meet the objectives of the guidelines establishing standards for safeguarding such non-public personal information. Contractor agrees that the Contractor will permit access to Confidential Information by the Contractor s representatives only as necessary for performance under this Agreement. Contractor shall protect any Confidential Information from disclosure with the same degree of care afforded by the Contractor to the Contractor s own Confidential Information, but in no event less than a reasonable standard of care. All the Contractor s obligations and undertakings relating to Confidential Information shall survive the termination of this Confidentiality Agreement for any reason. 3. Contractor shall not be required to treat as Confidential Information any such information which (i) is in the public domain, (ii) has been provided by Old Republic to others without a requirement of confidentiality, except for any disclosure made by Old Republic in response to any governmental directive or order of any court, or (iii) is required to be disclosed pursuant to an order of any court after Contractor has unsuccessfully resisted such disclosure. All rights reserved. This documented is provided for the use of the recipient only. Any reproduction, distribution or disclosure of the contents of this document without the express written permission of Old Republic Default Management Services is strictly prohibited. REO Real Estate Agent/Broker Application Page 5 of 6

6 4. At the time of the earlier to occur of (i) the termination of the employment or engagement of Contractor by Old Republic, (ii) the completion of any task(s) assigned to Contractor pursuant to the Agreement, (iii) the termination of the Agreement or (iv) the demand by Old Republic, Contractor shall promptly return to Old Republic or its assigns all manuals, documents, notes, studies, records, programs, software, or any tangible thing containing or using Confidential Information.. 5. Contractor agrees that Old Republic shall have the right, on 15 days notice, to audit Contractor s operations and procedures, including by way of example and not limitation, onsite visits, review of Contractor s books and records, operational audits, and review of the Contractor s privacy training materials, during regular business hours and upon reasonable prior notice, for compliance with the provisions of this Confidentiality Agreement. 6. Contractor recognizes that a breach of this agreement will cause irreparable harm to Old Republic and that actual damages may be difficult to ascertain and in any event may be inadequate. Accordingly, Contractor agrees that in the event of such breach, Old Republic shall be entitled to injunctive relief in addition to such other legal or equitable remedies as may be available. 7. This agreement shall be binding upon the heirs, legal representatives and assigns of the Contractor and shall inure to the benefit of any successors and assigns of Old Republic 8. This Agreement shall be construed in accordance with the laws of the state of Minnesota without regard to the principles of the conflicts of laws thereof. All actions arising hereunder shall be brought in the courts of the state of Minnesota and Contractor hereby irrevocably consents to the jurisdiction of such courts. (Signature) (Print Name) (Position or Title) (Company Name, if applicable) (Date) All rights reserved. This documented is provided for the use of the recipient only. Any reproduction, distribution or disclosure of the contents of this document without the express written permission of Old Republic Default Management Services is strictly prohibited. REO Real Estate Agent/Broker Application Page 6 of 6

7 FANNIE MAE MASTER LISTING AGREEMENT SECTION 1 WHAT THIS AGREEMENT COVERS 1A-PARTIES This Fannie Mae Master Listing Agreement (this Agreement ) is entered by and between the undersigned Broker (the Broker ) and Fannie Mae as seller or on behalf of the seller, whichever the case may be, (the Seller ) of the subject Property (the Property ) listed in each supplement to the Master Listing Agreement (the Listing Supplement ), as of the latest date of a party to execute this Agreement below (the Effective Date ). 1B-PROPERTY Seller employs Broker as its exclusive agent for the sale of the Property as noted in the Listing Supplement, subject to the right of reservation of any prior broker. 1C-LICENSE Broker represents and warrants that Broker is a duly licensed real estate broker in the state in which the Property is located. The license shall be furnished to Seller upon request. 1D-LISTING PERIOD Broker s exclusive right to sell the Property is set forth in the Listing Supplement or subsequent extension supplements and subject to the provisions in 5A and 5B. If a listing is extended beyond the initial ninety (90) days, it may be for any varied period of time. 1E-PRICE Each party agrees that the Property shall be offered for sale at the amount noted in the Listing Supplement, according to terms satisfactory to Seller. 1F-COMMISSION Seller agrees to pay Broker a commission as set forth in the Listing Supplement if, during the listing period, the Property is sold to a buyer on the terms stated in this Agreement or on any other terms acceptable to Seller. Regardless of the total commission negotiated, the listing agent shall offer cooperating brokers no less than three percent (3%) of the sales price or fifty percent (50%) of the minimum commission on the Listing Supplement, whichever is greater. The commission shall be considered earned and payable only when the sale is closed and funded. Broker agrees to be responsible for and to defend Seller, its affiliates, successors or assigns, agents, officers, directors, employees and contractors against all claims, costs, expenses, and other liabilities resulting from any compensation, commission, brokerage fees or other charges claimed by any other brokers, agents, or finders, including cooperating brokers, arising out of any sale of the Property for which Broker has earned compensation under this Agreement. Under no circumstances shall Broker be entitled to any compensation under this Section 1F which exceeds the net commission due Broker, any commission

8 sharing arrangements resulting from a multiple listing or cooperative listing Agreement, or otherwise. The net commission due Broker shall be determined according to any applicable rule of the local Multiple Listing Service, Real Estate Board, other similar local agency, or by local custom. Seller authorizes Broker to divide the commission with any other licensed real estate broker or brokers, including a broker acting as agent for buyer or as a dual agent. Commission set forth in the Listing Supplement is subject to change by Seller upon notification that the Property will be marketed or sold through auction. 1G-SALE AFTER LISTING PERIOD (BROKER PROTECTION) If, at the expiration or termination of the Listing Supplement, no transaction has been effected, Broker shall be entitled to a real estate commission in the event that: (a) (b) (c) Written notice from Broker to Seller listing the names of prospects to whom Broker has shown the Property during the term of the listing shall have been received by Seller within five (5) days of the termination of the listing, and The Property is sold to any of the registered prospects subject to the conditions in Section 1G (a) and closed within thirty (30) days of the date of said termination. If Broker is terminated under Section 5B, Broker is not entitled to register prospects. SECTION 2 BROKER S RESPONSIBILITIES CONCERNING THE SALE OF THE PROPERTY 2A-LISTING THE PROPERTY Broker agrees to use due diligence to find a buyer for the Property, including: (a) listing Property with all other brokers on a co-brokerage basis; (b) using any local multiple listing service available to Broker; and (c) cooperating with other brokers who have potential buyers. Seller expressly authorizes Broker to sign a multiple listing agreement as Seller s agent. Seller shall not be obligated for any additional commissions arising out of co-broker or multiple listing agreements. Broker shall be solely responsible for such obligations. 2B-BROKER S REPRESENTATIONS TO THIRD PARTIES Broker agrees not to make any oral or written representations on Seller s behalf concerning the Property or its contents, without Seller s prior written consent. Broker further agrees to indemnify and hold Seller harmless from and against any loss, damage, and other expenses (including reasonable attorneys fees) incurred by Seller as a result of any misrepresentation made by Broker or failure to inform cooperating Broker of the terms of this Agreement. This provision shall survive termination of this Agreement.

9 2C-BUYER S DEPOSIT Unless otherwise required to do so by law, Broker shall deposit any earnest money received with respect to the Property in the trust account of the title or escrow company, lender, or attorney only upon receipt of a fully executed Purchase Agreement and Real Estate Purchase Addendum (both as defined in Section 2D) for the Property. If title companies or lenders are not permitted by applicable law to hold earnest money, Broker shall deposit the earnest money in its company trust account. Broker shall follow Seller s directions as to disposition of the deposit, unless required by law to do otherwise. 2D-SUBMISSION OF BUYER S OFFER All offers must be made in writing on a standard real estate purchase agreement form for the area in which the Property is located (the Purchase Agreement ) plus the Seller s real estate purchase addendum as provided in the NPDC Listing Broker Guidelines (as defined below) and incorporated herein by reference (as may be amended by Seller, the Purchase Addendum ). Broker shall inform Seller of the offer within twenty-four (24) hours after a buyer signs an offer. Seller may require a prequalification letter from a lender including, but not limited to, a credit report demonstrating credit-worthiness. Broker shall not sign any Purchase Agreement or Purchase Addendum on Seller s behalf. SECTION 3 BROKER S RESPONSIBILITIES CONCERNING PROPERTY CONDITION 3A- BROKER GUIDELINES Broker agrees to manage and market the Property in accordance with NPDC Listing Broker Guidelines. The NPDC Listing Broker Guidelines are located at and are incorporated herein by reference (as may be amended by Seller, the NPDC Listing Broker Guidelines ). 3B-HEALTH AND SAFETY Broker agrees to take prudent action in an emergency to protect the Property and notify Seller immediately of the emergency. Broker agrees to take all appropriate precautions to ensure the health and safety of Broker, Broker s employees and anyone who, in any way, works for Broker. Broker should use reasonable judgment in dealing with any issues that give cause for concerns including risks related to physical damage to the Property, criminal activity and environmental concerns, including toxic mold and hazardous substances. Broker will not enter the Property if Broker believes that doing so will pose a health or safety risk. SECTION 4 BROKER S OTHER RESPONSIBILITIES 4A-ACCESS Before closing and funding occurs, Broker shall not allow a buyer or potential buyers to occupy or access the Property for purposes of occupancy, repairing or altering the Property.

10 4B-RECORDS 4C-LEGAL COMPLIANCE Broker shall maintain accurate and complete records with respect to the Property including any expenses paid and income received according to recognized commercial accounting practices. Broker further agrees to permit Seller or Seller s representative to examine and audit these records at all reasonable times while this Agreement is in effect, and for six (6) years after the closing of the sale of the Property Broker shall list, sell, and otherwise deal with the Property in full compliance with all applicable laws, including the Fair Housing Act, and without regard to any person s race, color, religion, sex, national origin, marital status, handicap or familial status. Seller is relying upon Broker to manage and market the property in accordance with all applicable laws, including executive orders and regulations relating to the sale of property to restricted purchasers. A list of restricted individuals and organizations can be obtained from the U.S. Treasury s Office of Foreign Assets Control and can be found online at Broker agrees to report any and all suspected fraudulent activity. 4D-PROPERTIES AFFECTED BY ENVIRONMENTAL AND SAFETY HAZARDS If Broker is aware or becomes aware that the Property is affected by an environmental or safety hazard on the Property or becomes aware that the use of such Property has been in violation of environmental or public health laws, Broker shall immediately inform Seller. 4E-INDEMNIFICATION Broker agrees to indemnify Seller and hold Seller harmless from any and all loss, damage, liability, attorney s fees, claims or causes of action in any way resulting from any negligent or wrongful acts or omissions of Broker in connection with or in any way related to this Agreement or as a result of any breach of any of the terms of this Agreement. This indemnity shall include, but not be limited to, any loss, damage, liability, claims, or causes of action under any local, state or federal law. This section 4-E shall survive the termination of this Agreement. 4F-CONFIDENTIALITY Broker shall comply with the following: (a) Definitions. (i) Confidential Information means (A) all information about or belonging to Seller or a third party (with whom Seller has a confidentiality obligation), including Seller vendor reports, repair bids and information prepared on the Seller s behalf and all trade secrets, customer information and intellectual property owned or licensed by Seller that are disclosed or otherwise become known to Broker in connection with this Agreement and that are not a matter of public knowledge; (B) all

11 Personal Information (as defined below) disclosed by Seller; and (C) confidential, Proprietary Information (as defined below) or trade secret information disclosed by Seller, which a reasonable person employed in the mortgage industry or Broker s industry would recognize as such. (ii) Personal Information means any personally identifying information, or any other information, that, either individually or when combined with other information, could be used to derive information specific to a particular individual, which information is not generally available to the public and which a party, its personnel, representatives or agents acquire or derive in connection with carrying out such party s obligations under this Agreement. Personal Information includes, but is not limited to, information regarding an employee or individual customer of a party or its customers, such as that individual s identity, social security number, telephone number, credit card number, address, and account information. (iii) Proprietary Information When used in this Agreement, the term Proprietary Information shall mean all work performed for Seller or any Affiliates under this Agreement and all work product resulting from such work, including, without limitation, all data, designs, software, programs, card decks, tapes, ideas, concepts, techniques, inventions, property or contractual rights, proprietary rights, modifications and enhancements, together with all applicable rights to patents, copyrights, trademarks and trade secrets. (b) Non-Disclosure. Broker, on behalf of itself and its employees, officers, directors, affiliates and agents, hereby agrees that all Confidential Information shall be held in confidence to the same extent and using at least the same degree of care as Broker uses to protect its own Confidential or Proprietary Information but in no event less than reasonable care. Except as otherwise specifically contemplated herein or authorized by Seller, Broker is not to disclose, publish, release, transfer, or otherwise make available Confidential Information in any form to, or for the use or benefit of, any other person or entity. Broker, however, will be permitted to disclose relevant aspects of the Confidential Information: (1) to its officers, directors, agents, subcontractors, and employees, and to third parties contemplated by the terms of this Agreement, to the extent that such disclosure is reasonably necessary for the performance of its duties and obligations hereunder and such disclosure is not prohibited by any applicable Privacy Law (as defined below) provided, however, that Broker shall take reasonable measures to ensure that Confidential Information is not disclosed, used, or duplicated in contravention of the provisions of this Agreement or Privacy Laws by such officers, directors, agents, subcontractors, and employees; and (2) as required by law or as otherwise permitted by this Agreement, either during the term of this Agreement or after the termination of this Agreement, provided that, prior to any disclosure of Seller s Confidential Information as required by law, Broker shall (i) notify Seller of all, if any, actual or threatened legal compulsion of disclosure, and any actual legal obligation of disclosure immediately upon becoming so obligated, and (ii) cooperate with Seller s reasonable, lawful efforts to resist, limit or delay disclosure., and (iii) conform with the terms and conditions set forth in the privacy section below. Notwithstanding anything to the contrary in this Agreement, if any Privacy Law, or other applicable law now or hereafter in effect poses a higher standard of confidentiality to the Confidential Information, such standard shall prevail over the provisions of this Section.

12 (c) Exceptions. Nothing in this Section shall prohibit or limit Broker s use of information or data (i) that can be demonstrated to have been previously known to it, other than through its relationship with Seller, without a confidentiality restriction on the use of such information, (ii) independently developed by it, as established by written evidence, (iii) rightfully acquired by it from a third party with full legal right to disclose such information, (iv) disclosed without similar restrictions by Seller to a third party, (v) approved for disclosure by Seller pursuant to this Agreement, or (vi) which becomes part of the public domain through no breach of this Agreement. (d) (e) (f) (g) Return of Confidential Information. Upon the termination or expiration of this Agreement, or at any time upon the request of Seller, Broker shall return all Confidential Information in its possession or in the possession of a third party (over which the Broker has or may exercise control). Injunctive Relief. In the event of any breach of the obligations under this Section, Broker acknowledges that Seller would have no adequate remedy at law, since the harm caused by such a breach would not be easily measured and compensated for in damages, and that in addition to such other remedies as may be available to Seller, Seller may obtain injunctive relief including, but not limited to specific performance. Publicity. All media releases, statements, public announcements and public disclosures by the Broker, or its employees or agents, relating to this Agreement, the Property or the name of Seller, including, without limitation, promotional or marketing material, but not including any announcement intended solely for internal distribution by Broker or any disclosure required by legal, accounting or regulatory requirements beyond the reasonable control of the Broker, shall be coordinated with and approved by the other party in writing prior to the release thereof. Privacy. Broker shall comply with all privacy and data protection laws, rules, and regulations which are or which may in the future be applicable to the information disclosed by Seller pursuant to this Agreement or in connection with any transactions or activities covered by this Agreement (individually Privacy Law ; collectively, Privacy Laws ). Without limiting the generality of the preceding sentence, Broker agrees that it will keep confidential and will not use nor disclose to any other party (including affiliates of Broker) any nonpublic personal information, if any, which it receives from or on behalf of Seller in connection with the activities or transactions covered by this Agreement. For purposes of this provision, the terms nonpublic personal information shall have the meanings set forth in Section 509 of the Gramm-Leach-Bliley Act (P.L ) (15 U.S.C. Section 6801 et seq.) and implementing regulations thereof. Broker represents and warrants that it has, and will continue to have for so long as it retains nonpublic personal information, adequate administrative, technical, and physical safeguards (i) to insure the security and confidentiality of customer records and information, (ii) to protect against any anticipated threats or hazards to the security or integrity of such records, and (iii) to protect against unauthorized access to or use of such records or information which could result in substantial harm or inconvenience to any customer. Broker shall immediately notify Seller if Broker discovers there has been a material breach in its security safeguards required by this Agreement, or if the security of nonpublic personal information has been or may be compromised for

13 any reason (which notice shall provide information related to the details of such event and a description of the information), and shall take all reasonable and appropriate steps to protect such nonpublic personal information in such event. Broker shall at all times during the term of the Agreement, keep proper books and records of account, and shall maintain records and information sufficient to show compliance with the terms of this Section. (h) (i) (j) (k) (l) Access. Broker shall not permit an employee(s) to have access to the premises, records or data which is not related to the work performed in accordance with the terms of this Agreement, including, but not limited to access to any of Seller s physical or electronic files, or screen views within an electronic file, other than those files and screen views, that are directly related to a case that has been assigned to the Broker by Seller and limited only to such files and screen views as are necessary for the Broker to carry out the services contemplated under this Agreement. Broker shall not allow any of its employees or agents to engage in the conduct of the banking affairs of Seller or its Affiliates when such Employees: (a) have been convicted of a crime or have agreed to or entered into a pretrial diversion or similar program in connection with (i) a dishonest act or a breach of trust, as stipulated under Section 19 of the Federal Deposit Insurance Act, 12 U.S.C. 1829(a); and/or (ii) a felony; or (b) use illegal drugs. Compliance. Upon written request from Seller, Broker shall provide evidence of Broker s actions to comply with the above provisions for its employee(s). Notification. Broker shall immediately notify Seller s Legal Department of any intentional or inadvertent access to, or disclosure of, Confidential Information by Broker, or any of Broker s employees, officers, or agents, or any act of dishonesty or breach of trust committed against Seller or its Affiliates, which may involve a Broker employee(s), and Broker shall notify Seller if it becomes aware of any such offense. Following such notice, at the request of Seller and to the extent permitted by law, Broker shall cooperate with investigations conducted by or on behalf of Seller or its Affiliates. Such cooperation may include access to Broker employee(s) for personal interviews related to such investigations. In addition, at the request of Seller, Broker shall conduct its own investigations into the activities of said employee(s), which may include polygraph examinations when permitted by law and not specifically prohibited by existing collective bargaining (Union) agreements or state statutes, with the results of such investigations and all files and records related thereto being made available to Seller. Internal Controls. Broker shall cooperate with the internal operating controls, applicable provisions of Seller s Code of Conduct and security processes of Seller and its Affiliates where products and/or services are provided under this Agreement. Survival. The provisions of this Section shall survive the term or termination of this Agreement for any reason. SECTION 5 OTHER RULES GOVERNING THIS AGREEMENT 5A-TERM The Master Listing Agreement shall remain in effect until April 30, 2011 unless terminated in writing by either party.

14 5B-TERMINATIONS 1. Termination of Agreement Seller or Broker may terminate this Agreement without cause upon written notice to the other party. Only commissions that have been earned will be paid in the event of termination under this section. 2. Termination of Listing Seller has the right to terminate a listing or listings without obligation to pay any commission for any of the following reasons: (a) (b) (c) (d) (e) (f) (g) (h) (i) Making false representations of the Property; Failure to maintain Property; Failure to submit reports as provided in this Agreement; Failure to submit offers in a timely manner; Acts or omissions, which in the Seller s sole discretion, are not in the best interest of Seller; Failure to comply with the NPDC Listing Broker Guidelines or the terms of this Agreement; Seller s inability to obtain clear and marketable title; Repurchase of Property by the Servicer; or Sale of the Property either to a purchaser pursuant to a bulk sale transaction, or made available for sale as part of an auction. 5C-INSURANCE Broker shall maintain and provide Seller with evidence of sufficient General Liability and Errors and Omissions insurance. 5D-AGREEMENT CONTAINS ALL TERMS This Agreement, together with the Listing Supplement and the NPDC Listing Broker Guidelines, contain the entire understanding between the parties with respect to the Property and supersede any prior oral or written understandings. With the exception of changes in the Listing Supplement and/or NPDC Listing Broker Guidelines, this Agreement, including this provision, may not be changed, modified, waived or extended orally, unless in writing and signed by both parties. 5E-ASSIGNMENT BY BROKER Broker shall not assign or otherwise transfer any or all of its rights and obligations under this Agreement without Seller s prior written consent. 5F-GOVERNING LAW This Agreement shall be governed by and construed according to the law of the state in which the Property is located. 5G-ACCEPTANCE Broker shall accept Seller s offer to list the Property by signing a copy of the Listing Supplement sent at time of each Property listing and returning it to Seller within (5) days of receipt. The time of acceptance shall be when Seller receives

15 the copy signed by Broker. Seller shall not be bound by any Agreement until all parties have signed it. This Agreement may be executed in several counterparts, each of which when so executed shall be deemed to be an original. Facsimile, electronic or copies of signatures are deemed to be equivalent to original signatures for purposes of this Agreement. 5H-NOTICES All material notices or other communications or notices required under this Agreement shall be given to the parties in writing as follows: (a) by registered or certified United States mail, return receipt requested and postage prepaid to the applicable addresses below, or to such other addresses as the parties may substitute by written notice in the manner prescribed in this Section 5H; (b) by hand delivery, including courier service delivery, to such addresses; or (c) by an overnight courier using a national overnight courier service (e.g, DHL, UPS or Fed Ex) to the addresses set forth below. Any notices required to be given under this Agreement shall be effective upon receipt. 5I-MISCELLANEOUS All section headings in this Agreement are for convenience or reference only and are not intended to define or limit the scope of any provision of this Agreement. If any provision of this Agreement shall be held invalid for any reason, then such provision shall be severed from the remaining provisions of this Agreement and shall not affect the validity or enforceability of the other provisions of this Agreement, unless the invalidity of any such provision deprives any party of the economic benefit intended to be conferred by this Agreement. Any waiver by either party of any provision of this Agreement shall not imply a subsequent waiver of that or any other provision, and any failure to enforce strict performance of any provision of this Agreement shall not be construed as a waiver or relinquishment to enforce strict performance in respect to such provision on any future occasion. [Signatures and Notice Addresses Follow on Next Page]

16 SELLER By: Fannie Mae Notice Address: Date: BROKER Fannie Mae Vendor I D #: By: Principal Broker Notice Address: Printed Name By: Broker s Assigned Contact Printed Name Date: Broker s Contact Information: Phone number: Fax number: MLA 3/25/08