Corporate Guaranty Agreement U.S. Dept of Housing and Urban Development Government National Mortgage Association Whereas, (the "Subsidiary"); and ("Parent") is the parent company of Whereas, the Subsidiary is applying to become an Issuer/is currently an Issuer in good standing of the of Government National Mortgage Association ("Ginnie Mae") mortgage-backed securities ("MBS") program; and Whereas, the Subsidiary and/or Parent ______________________________________________; and Whereas, as a condition precedent to Ginnie Mae allowing the subsidiary to issue/continue to issue Ginnie Mae MBS, Ginnie Mae requires that the performance of the Subsidiary be unconditionally and absolutely guaranteed by Parent ("Corporate Guaranty"); Now, therefore, in consideration of Ginnie Mae allowing the Subsidiary to issue/continue to issue Ginnie Mae MBS, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parent agrees as follows: 1. Guaranty. The Parent hereby irrevocably guarantees to Ginnie Mae the prompt and unconditional performance of the obligations of the Subsidiary under the MBS program in accordance with the requirements of the Ginnie Mae Mortgage Backed Securities Guide 5500.3, Rev.1, as amended, modified or supplemented from time to time (the "Guide") and related Guaranty Agreements. Except to the extent that actions taken by Ginnie Mae against the Subsidiary cause the obligations guaranteed by Parent with respect to the Subsidiary to be satisfied, in the event Ginnie Mae terminates the Subsidiary's approval to participate in the MBS program, the Parent hereby agrees to reimburse Ginnie Mae for any and all actual and direct losses, damages, costs and expenses (including, without limitation, reasonable attorney's fees) resulting from the non-performance or nonfulfillment of the Subsidiary of the MBS program requirements, and all legal and other expenses of or for the collection of payments due to the Subsidiary. In the event that any payment to Ginnie Mae in respect of the obligations guaranteed by the Parent pursuant to this Corporate Guaranty is rescinded or must otherwise be returned for any reason whatsoever, the Parent shall remain liable with respect of such obligations as if such payment had not been made. During the term of this Corporate Guaranty, the Parent shall not be discharged or released hereunder by reason of the discharge or release of the Subsidiary from its obligations under the Guide and related Guaranty Agreements for any reason, including surrender by the Subsidiary of its Ginnie Mae Issuer approval, a discharge in bankruptcy, receivership or other proceeding, a stay or other enforcement restriction, or any other reduction, modification, impairment or limitation of the liability of the Subsidiary. Ginnie Mae shall not be obligated to file any claim relating to the obligations guaranteed by the Parent pursuant to this Corporate Guaranty in the event that the Subsidiary becomes subject to a bankruptcy, or reorganization or similar proceeding, and the failure of Ginnie Mae to so file shall not affect the Parent's obligations hereunder. 2. Independent Obligation. The obligation of the Parent hereunder shall be, in each instance absolute, irrevocable and unconditional, and independent of the obligations of the Subsidiary. Parent may not assign its rights or delegate its obligations under this Corporate Guaranty without Ginnie Mae's prior written consent. Ginnie Mae may proceed directly against the Parent to enforce its rights under this Corporate Guaranty without proceeding against or joining the Subsidiary. The Parent hereby waives any rights it may have to compel Ginnie Mae to proceed first against the Subsidiary. Neither the exercise of any remedies against the Subsidiary, nor the sale, enforcement or realization of any of the servicing rights, shall (except to the extent that such actions cause the obligations guaranteed by the Parent to be satisfied) in any way affect the Parent's obligations hereunder, even though any rights which the Parent may have against such Subsidiary or others may be extinguished, diminished or otherwise affected by such action. 3. No Waiver; Cumulative Rights. Ginnie Mae may grant any extension of time or indulgence to the Subsidiary for the payment of any sums due or take any note or other obligation or any security for the payment of any sum or sums due or to become due without notice to the Parent and without thereby in any releasing or affecting the liability of the Parent under this Corporate Guaranty. No failure on the part of Ginnie Mae to exercise, and no delay in exercising, any right, remedy or power hereunder shall operate as a waiver thereof, nor shall any single Previous editions obsolete Page 1 of 3 form HUD-11785 (12/2009) ref Handbook 5500.3 American LegalNet, Inc. www.FormsWorkFlow.com Corporate Guaranty Agreement U.S. Dept of Housing and Urban Development Government National Mortgage Association or partial exercise by Ginnie Mae of any right, remedy or power hereunder preclude any other or future exercise of any right, remedy or power. Each and every right, remedy and power hereby granted to Ginnie Mae or allowed it by law or other agreement shall be cumulative and not exclusive of any other, and may be exercised by Ginnie Mae at any time or from time to time. 4. Cost of Enforcement. The Parent agrees to indemnify Ginnie Mae for all out-of-pocket third party costs and expenses, including, but not limited to, reasonable attorneys' fees, incurred or paid by Ginnie Mae in enforcing this Corporate Guaranty, whether or not litigation is commenced, if the Parent defaults in any payment owing by it hereunder. 5. Governing Law and Consent to Jurisdiction. This Corporate Guaranty shall be governed by and construed in accordance with the federal law of the United States of America. To the extent that federal law does not apply, the laws of the state of New York shall apply. The Parent agrees that the United States of America District Court for the District of Columbia shall have exclusive jurisdiction to hear and determine any claims or disputes pertaining directly or indirectly to this Corporate Guaranty or to any matter arising herefrom or related hereto. The Parent hereby expressly submits and consents in advance to such jurisdiction and venue in any action or proceeding either commenced by Ginnie Mae, or brought against the Parent in such court. 6. No Oral Change.