Corporate Guaranty Agreement

• Legal Form Number: HUD-11785
• Issuer: Ginnie Mae
• Section: Ginnie Mae

Corporate Guaranty

Agreement U.S. Dept of Housing and Ur ban Development

Government N ational Mortgage As sociation

Previous editi ons obsolete

Page 1 of 3

form HUD-11785 (12/2009)

ref Handbook 5500.3

Whereas, (“Parent”) is the parent company of

(the “Subsidiary”); and

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 non-

fulfillment 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obligations guaranteed by the Parent pursuant to this Corporate Guaranty is rescinded or must otherwise be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 G uide

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 aff ect 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