Common use of Topic Description Clause in Contracts

Topic Description. Notices All notices must be in writing (with electronic mail or ▇▇▇▇▇▇ ▇▇▇ postings to ▇▇▇▇▇▇ Mae internet sites deemed to be a "writing" for this purpose) and delivered by (a) hand, (b) a reputable overnight courier (fees prepaid), (c) first class United States mail, registered or certified mail, return receipt requested (postage prepaid), (d) electronic mail, or (e) posting by ▇▇▇▇▇▇ ▇▇▇ to an applicable ▇▇▇▇▇▇ Mae internet site. Any notice directed to ▇▇▇▇▇▇ ▇▇▇ shall be addressed to "▇▇▇▇▇▇ Mae Legal Department, Attn: Official Contract Notice,” at ▇▇▇▇▇▇ Mae’s corporate headquarters or to an e‐mail address confirmed in writing by ▇▇▇▇▇▇ Mae as valid for receipt of notices. Except as provided in (e) above, any notice directed to Licensee shall be addressed to a Corporate Administrator at an address or electronic mail address provided to ▇▇▇▇▇▇ ▇▇▇ by Licensee or Licensee’s corporate headquarters. Issued Bulletins; Amendments ▇▇▇▇▇▇ Mae may issue hard‐copy bulletins or electronic bulletins (via electronic mail or posted to an applicable ▇▇▇▇▇▇ ▇▇▇ internet site) amending the Agreement on a prospective basis, effective on the date specified by ▇▇▇▇▇▇ Mae in the bulletin. Each bulletin will be issued at least 20 calendar days before its effective date, except for bulletins granting license rights in additional licensed applications and those relating to software and other materials provided by Third‐Party Licensors, which may be issued at any time prior to their effective date. Licensee may reject any bulletin by providing written notice to ▇▇▇▇▇▇ ▇▇▇ within 15 calendar days after receipt of such bulletin, in which case ▇▇▇▇▇▇ Mae may terminate the Agreement or any affected Schedule(s) effective as of the effective date of the bulletin. Unless Licensee provides such rejection notice within the 15‐ day period, Licensee is deemed to have accepted such amendments, and such amendments will form part of the Agreement as of the effective date of such bulletin. Licensee’s continued use of any affected Licensed Application is an acknowledgment of its acceptance. Otherwise, the terms of the Agreement may be amended solely by a writing executed by a duly authorized representative of each party to be bound thereby. The Agreement may not be amended by any purchase order or other written instrument submitted by Licensee, whether or not formally rejected by ▇▇▇▇▇▇ ▇▇▇. Entire Agreement; Priority The Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding the subject matter of each Schedule (or, if no Schedule has been entered into, regarding access to ▇▇▇▇▇▇ Mae’s Topic Description technology and systems), and supersedes all prior or contemporaneous communications, proposals or agreements, oral or written, relating to the subject matter of the Agreement. Without further action on the part of either party, any (a) schedules entered into pursuant to such agreement(s) are deemed to be Schedules under the Master Terms and (b) references in any Schedules and associated forms to “Licensed Software” are deemed to be references to “Licensed Application.” If there is any conflict between a term or condition of any Schedule and the Master Terms, the term or condition contained in the Schedule will take precedence over the conflicting term or condition of the Master Terms, but only in connection with the Licensed Materials that are governed by that Schedule. Jurisdiction; Waiver of Jury Trial All disputes between the parties that cannot be settled by mutual agreement must be resolved solely and exclusively in the courts located within the state of New York, and Licensee hereby consents to the jurisdiction of such courts and irrevocably waives any objections thereto, including on the basis of improper venue or forum non conveniens. EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT. Third‐Party Beneficiaries Applicable Third‐Party Licensors are intended beneficiaries of the Agreement and may rely upon and directly enforce the terms and conditions of the Agreement to the extent it affects their rights or obligations. There are no other third party beneficiaries of the Agreement. U.S. Government If Licensee is any unit or agency of the U.S. Government, the Licensed Materials are provided as “commercial computer software” and “commercial computer software documentation,” respectively, under FAR 12.212 and, accordingly, use, duplication, and disclosure of the Licensed Materials by the U.S. Government is subject to restrictions set forth in the Agreement. Foreign Users Licensee is responsible for ensuring that the Licensed Materials are not used by any national (citizen or lawful permanent resident) of “Country Group E,” as that term is defined by the Export Administration Regulations, 15 C.F.R. 740 et. seq., nor may Licensee take any steps to facilitate such use. No Implied Waiver No term, provision or clause of the Agreement will be deemed waived and no breach excused unless such waiver or excuse is in writing and executed by a duly authorized representative of the party to be bound by it. Any waiver by a party of a breach by the other does not constitute a consent to, waiver of, or excuse for any different or subsequent breach. Independent Parties The parties are independent contractors. Nothing in the Agreement will be construed to make the parties partners, joint venturers, representatives or agents of each other, nor may either party so represent to any third person. Third‐Party Providers and ▇▇▇▇▇▇ ▇▇▇ are not partners, joint venturers, representatives or agents of each other.

Topic Description. Notices All notices must be in writing (with electronic mail or ▇▇▇▇▇▇ ▇▇▇ postings to ▇▇▇▇▇▇ Mae internet sites deemed to be a "writing" for this purpose) and delivered by (a) hand, (b) a reputable overnight courier (fees prepaid), (c) first class United States mail, registered or certified mail, return receipt requested (postage prepaid), (d) electronic mail, or (e) posting by ▇▇▇▇▇▇ ▇▇▇ to an applicable ▇▇▇▇▇▇ Mae internet site. Any notice directed to ▇▇▇▇▇▇ ▇▇▇ shall be addressed to "▇▇▇▇▇▇ Mae Legal Department, Attn: Official Contract Notice,” at ▇▇▇▇▇▇ Mae’s corporate headquarters or to an e‐mail e-mail address confirmed in writing by ▇▇▇▇▇▇ Mae as valid for receipt of notices. Except as provided in (e) above, any notice directed to Licensee shall be addressed to a Corporate Administrator at an address or electronic mail address provided to ▇▇▇▇▇▇ ▇▇▇ by Licensee or Licensee’s corporate headquarters. Issued Bulletins; Amendments ▇▇▇▇▇▇ Mae may issue hard‐copy hard-copy bulletins or electronic bulletins (via electronic mail or posted to an applicable ▇▇▇▇▇▇ ▇▇▇ internet site) amending the Agreement on a prospective basis, effective on the date specified by ▇▇▇▇▇▇ Mae in the bulletin. Each bulletin will be issued at least 20 calendar days before its effective date, except for bulletins granting license rights in additional licensed applications and those relating to software and other materials provided by Third‐Party Third-Party Licensors, which may be issued at any time prior to their effective date. Licensee may reject any bulletin by providing written notice to ▇▇▇▇▇▇ ▇▇▇ within 15 calendar days after receipt of such bulletin, in which case ▇▇▇▇▇▇ Mae may terminate the Agreement or any affected Schedule(s) effective as of the effective date of the bulletin. Unless Licensee provides such rejection notice within the 15‐ 15- day period, Licensee is deemed to have accepted such amendments, and such amendments will form part of the Agreement as of the effective date of such bulletin. Licensee’s continued use of any affected Licensed Application is an acknowledgment of its acceptance. Otherwise, the terms of the Agreement may be amended solely by a writing executed by a duly authorized representative of each party to be bound thereby. The Agreement may not be amended by any purchase order or other written instrument submitted by Licensee, whether or not formally rejected by ▇▇▇▇▇▇ ▇▇▇. Entire Agreement; Priority The Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding the subject matter of each Schedule (or, if no Schedule has been entered into, regarding access to ▇▇▇▇▇▇ Mae’s Topic Description technology and systems), and supersedes all prior or contemporaneous communications, proposals or agreements, oral or written, relating to the subject matter of the Agreement. Without further action on the part of either party, any (a) schedules entered into pursuant to such agreement(s) are deemed to be Schedules under the Master Terms and (b) references in any Schedules and associated forms to “Licensed Software” are deemed to be references to “Licensed Application.” If there is any conflict between a term or condition of any Schedule and the Master Terms, the term or condition contained in the Schedule will take precedence over the conflicting term or condition of the Master Terms, but only in connection with the Licensed Materials that are governed by that Schedule. Jurisdiction; Waiver of Jury Trial All disputes between the parties that cannot be settled by mutual agreement must be resolved solely and exclusively in the courts located within the state of New York, and Licensee hereby consents to the jurisdiction of such courts and irrevocably waives any objections thereto, including on the basis of improper venue or forum non conveniens. EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT. Third‐Party Third-Party Beneficiaries Applicable Third‐Party Third-Party Licensors are intended beneficiaries of the Agreement and may rely upon and directly enforce the terms and conditions of the Agreement to the extent it affects their rights or obligations. There are no other third party beneficiaries of the Agreement. U.S. Government If Licensee is any unit or agency of the U.S. Government, the Licensed Materials are provided as “commercial computer software” and “commercial computer software documentation,” respectively, under FAR 12.212 and, accordingly, use, duplication, and disclosure of the Licensed Materials by the U.S. Government is subject to restrictions set forth in the Agreement. Foreign Users Licensee is responsible for ensuring that the Licensed Materials are not used by any national (citizen or lawful permanent resident) of “Country Group E,” as that term is defined by the Export Administration Regulations, 15 C.F.R. 740 et. seq., nor may Licensee take any steps to facilitate such use. No Implied Waiver No term, provision or clause of the Agreement will be deemed waived and no breach excused unless such waiver or excuse is in writing and executed by a duly authorized representative of the party to be bound by it. Any waiver by a party of a breach by the other does not constitute a consent to, waiver of, or excuse for any different or subsequent breach. Independent Parties The parties are independent contractors. Nothing in the Agreement will be construed to make the parties partners, joint venturers, representatives or agents of each other, nor may either party so represent to any third person. Third‐Party Third-Party Providers and ▇▇▇▇▇▇ ▇▇▇ are not partners, joint venturers, representatives or agents of each other.

Topic Description. Notices All notices must be in writing (with electronic mail or ▇▇▇▇▇▇ ▇▇▇ Mae postings to ▇▇▇▇▇▇ Mae ▇▇▇ internet sites deemed to be a "writing" for this purpose) and delivered by (a) hand, (b) a reputable overnight courier (fees prepaid), (c) first class United States mail, registered or certified mail, return receipt requested (postage prepaid), (d) electronic mail, or (e) posting by ▇▇▇▇▇▇ ▇▇▇ Mae to an applicable ▇▇▇▇▇▇ Mae ▇▇▇ internet site. Any notice directed to ▇▇▇▇▇▇ ▇▇▇ Mae shall be addressed to "▇▇▇▇▇▇ Mae ▇▇▇ Legal Department, Attn: Official Contract Notice,” at ▇▇▇▇▇▇ Mae’s corporate headquarters or to an e‐mail address confirmed in writing by ▇▇▇▇▇▇ Mae ▇▇▇ as valid for receipt of notices. Except as provided in (e) above, any notice directed to Licensee shall be addressed to a Corporate Administrator at an address or electronic mail address provided to ▇▇▇▇▇▇ ▇▇▇ Mae by Licensee or Licensee’s corporate headquarters. Issued Bulletins; Amendments ▇▇▇▇▇▇ Mae ▇▇▇ may issue hard‐copy bulletins or electronic bulletins (via electronic mail or posted to an applicable ▇▇▇▇▇▇ ▇▇▇ Mae internet site) amending the Agreement on a prospective basis, effective on the date specified by ▇▇▇▇▇▇ Mae ▇▇▇ in the bulletin. Each ▇▇▇▇▇▇ Mae will issue each bulletin will be issued at least 20 calendar days before its effective date, except for bulletins granting license rights in additional licensed applications and those relating to software and other materials provided by Third‐Party Licensors, which ▇▇▇▇▇▇ ▇▇▇ may be issued issue at any time prior to their effective date. Licensee may reject any bulletin by providing written notice to ▇▇▇▇▇▇ ▇▇▇ Mae within 15 calendar days after receipt of such bulletin, in which case ▇▇▇▇▇▇ Mae ▇▇▇ may terminate the Agreement or any affected Schedule(s) effective as of the effective date of the bulletin. Unless Licensee provides such rejection notice within the 15‐ day period, Licensee is deemed to have accepted such amendments, and such amendments will form part of the Agreement as of the effective date of such bulletin. Licensee’s continued use of any affected Licensed Application is an acknowledgment of its acceptance. Otherwise, the terms of the Agreement may be amended solely by a writing executed by a duly authorized representative of each party to be bound thereby. Topic Description The Agreement may not be amended by any purchase order or other written instrument submitted by Licensee, whether or not formally rejected by ▇▇▇▇▇▇ ▇▇▇Mae. Entire Agreement; Priority The Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding the subject matter of each Schedule (or, if no Schedule has been entered into, regarding access to ▇▇▇▇▇▇ Mae’s Topic Description technology and systems), and supersedes all prior or contemporaneous communications, proposals or agreements, oral or written, relating to the subject matter of the Agreement. Without further action on the part of either party, any (a) schedules entered into pursuant to such agreement(s) are deemed to be Schedules under the Master Terms and (b) references in any Schedules and associated forms to “Licensed Software” are deemed to be references to “Licensed Application.” If there is any conflict between a term or condition of any Schedule and the Master Terms, the term or condition contained in the Schedule will take precedence over the conflicting term or condition of the Master Terms, but only in connection with the Licensed Materials that are governed by that Schedule. Jurisdiction; Waiver of Jury Trial All disputes between the parties that cannot be settled by mutual agreement must be resolved solely and exclusively in the courts located within the state of New York, and Licensee each party hereby consents to the jurisdiction of such courts and irrevocably waives any objections thereto, including on the basis of improper venue or forum non conveniens. EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT. Third‐Party Beneficiaries Applicable Third‐Party Licensors are intended beneficiaries of the Agreement and may rely upon and directly enforce the terms and conditions of the Agreement to the extent it affects their rights or obligations. There are no other third party beneficiaries of the Agreement. U.S. Government If Licensee is any unit or agency of the U.S. Government, the Licensed Materials are provided as “commercial computer software” and “commercial computer software documentation,” respectively, under FAR 12.212 and, accordingly, use, duplication, and disclosure of the Licensed Materials by the U.S. Government is subject to restrictions set forth in the Agreement. Foreign Users Licensee is responsible for ensuring must ensure that the Licensed Materials are not used by any national (citizen or lawful permanent resident) of “Country Group E,” as that term is defined by the Export Administration Regulations, 15 C.F.R. 740 et. seq., nor may Licensee take any steps to facilitate such use. No Implied Waiver No term, provision or clause of the Agreement will be deemed waived and no breach excused unless such waiver or excuse is in writing and executed by a duly authorized representative of the party to be bound by it. Any waiver by a party of Topic Description a breach by the other party does not constitute a consent to, waiver of, or excuse for any different or subsequent breach. Independent Parties The parties are independent contractors. Nothing in the Agreement will be construed to make the parties partners, joint venturers, representatives or agents of each other, nor may either party so represent to any third person. Third‐Party Providers and ▇▇▇▇▇▇ ▇▇▇ Mae are not partners, joint venturers, representatives or agents of each other.

Topic Description. Notices All notices must be in writing (with electronic mail or ▇▇▇▇▇▇ ▇▇▇ Mae postings to ▇▇▇▇▇▇ Mae ▇▇▇ internet sites deemed to be a "writing" for this purpose) and delivered by (a) hand, (b) a reputable overnight courier (fees prepaid), (c) first class United States mail, registered or certified mail, return receipt requested (postage prepaid), (d) electronic mail, or (e) posting by ▇▇▇▇▇▇ ▇▇▇ Mae to an applicable ▇▇▇▇▇▇ Mae ▇▇▇ internet site. Any notice directed to ▇▇▇▇▇▇ ▇▇▇ Mae shall be addressed to "▇▇▇▇▇▇ Mae ▇▇▇ Legal Department, Attn: Official Contract Notice,” at ▇▇▇▇▇▇ Mae’s corporate headquarters or to an e‐mail e-mail address confirmed in writing by ▇▇▇▇▇▇ Mae ▇▇▇ as valid for receipt of notices. Except as provided in (e) above, any notice directed to Licensee shall be addressed to a Corporate Administrator at an address or electronic mail address provided to ▇▇▇▇▇▇ ▇▇▇ Mae by Licensee or Licensee’s corporate headquarters. Issued Bulletins; Amendments ▇▇▇▇▇▇ Mae ▇▇▇ may issue hard‐copy hard-copy bulletins or electronic bulletins (via electronic mail or posted to an applicable ▇▇▇▇▇▇ ▇▇▇ Mae internet site) amending the Agreement on a prospective basis, effective on the date specified by ▇▇▇▇▇▇ Mae ▇▇▇ in the bulletin. Each ▇▇▇▇▇▇ Mae will issue each bulletin will be issued at least 20 calendar days before its effective date, except for bulletins granting license rights in additional licensed applications and those relating to software and other materials provided by Third‐Party Third-Party Licensors, which ▇▇▇▇▇▇ ▇▇▇ may be issued issue at any time prior to their effective date. In addition, upon suspension or termination of Licensee’s Mortgage Selling and Servicing Contract with ▇▇▇▇▇▇ Mae, whether in whole or in part, ▇▇▇▇▇▇ ▇▇▇ may amend the Agreement by providing written notice to Licensee, and the terms included in such notice will be effective immediately. Any decision to amend the Agreement upon suspension or termination of Licensee’s Mortgage Selling and Servicing Contract is at ▇▇▇▇▇▇ Mae’s sole discretion. Licensee may reject any bulletin by providing written notice to ▇▇▇▇▇▇ ▇▇▇ within 15 calendar days after receipt of such bulletin, or within 7 calendar days after receipt of a written notice amending Licensee’s Agreement, in which case ▇▇▇▇▇▇ Mae may terminate the Agreement or any affected Schedule(s) effective as of the Topic Description effective date of the bulletinbulletin or written notice. Unless Licensee provides such rejection notice within the 15‐ 15-day period, Licensee is deemed to have accepted such amendments, and such amendments will form part of the Agreement as of the effective date of such bulletinbulletin or written notice. Licensee’s continued use of any affected Licensed Application is an acknowledgment of its acceptance. Otherwise, the terms of the Agreement may be amended solely by a writing executed by a duly authorized representative of each party to be bound thereby. The Agreement may not be amended by any purchase order or other written instrument submitted by Licensee, whether or not formally rejected by ▇▇▇▇▇▇ ▇▇▇. Entire Agreement; Priority The Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding the subject matter of each Schedule (or, if no Schedule has been entered into, regarding access to ▇▇▇▇▇▇ Mae’s Topic Description technology and systems), and supersedes all prior or contemporaneous communications, proposals or agreements, oral or written, relating to the subject matter of the Agreement. Without further action on the part of either party, any (a) schedules entered into pursuant to such agreement(s) are deemed to be Schedules under the Master Terms and (b) references in any Schedules and associated forms to “Licensed Software” are deemed to be references to “Licensed Application.” If there is any conflict between a term or condition of any Schedule and the Master Terms, the term or condition contained in the Schedule will take precedence over the conflicting term or condition of the Master Terms, but only in connection with the Licensed Materials that are governed by that Schedule. Jurisdiction; Waiver of Jury Trial All disputes between the parties that cannot be settled by mutual agreement must be resolved solely and exclusively in the courts located within the state of New York, and Licensee each party hereby consents to the jurisdiction of such courts and irrevocably waives any objections thereto, including on the basis of improper venue or forum f orum non conveniens. EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT. Third‐Party Third-Party Beneficiaries Applicable Third‐Party Third-Party Licensors are intended beneficiaries of the Agreement and may rely upon and directly enforce the terms and conditions of the Agreement to the extent it affects their rights or obligations. There are no other third party beneficiaries of the Agreement. U.S. Government If Licensee is any unit or agency of the U.S. Government, the Licensed Materials are provided as “commercial computer software” and “commercial computer software documentation,” respectively, under FAR 12.212 and, accordingly, use, duplication, and disclosure of the Licensed Materials by the U.S. Government is subject to restrictions set forth in the Agreement. Foreign Users Licensee is responsible for ensuring that the Licensed Materials are not used by any national (citizen or lawful permanent resident) of “Country Group E,” as that term is defined by the Export Administration Regulations, 15 C.F.R. 740 et. seq., nor may Licensee take any steps to facilitate such use. No Implied Waiver No term, provision or clause of the Agreement will be deemed waived and no breach excused unless such waiver or excuse is in writing and executed by a duly authorized representative of the party to be bound by it. Any waiver by a party of a breach by the other does not constitute a consent to, waiver of, or excuse for any different or subsequent breach. Independent Parties The parties are independent contractors. Nothing in the Agreement will be construed to make the parties partners, joint venturers, representatives or agents of each other, nor may either party so represent to any third person. Third‐Party Providers and ▇▇▇▇▇▇ ▇▇▇ are not partners, joint venturers, representatives or agents of each other.

Topic Description. Notices All notices must be in writing (with electronic mail or ▇▇▇▇▇▇ ▇▇▇ postings to ▇▇▇▇▇▇ Mae ▇▇▇ internet sites deemed to be a "writing" for this purpose) and delivered by (a) hand, (b) a reputable overnight courier (fees prepaid), (c) first class United States mail, registered or certified mail, return receipt requested (postage prepaid), (d) electronic mail, or (e) posting by ▇▇▇▇▇▇ ▇▇▇ to an applicable ▇▇▇▇▇▇ Mae ▇▇▇ internet site. Any notice directed to ▇▇▇▇▇▇ ▇▇▇ shall be addressed to "▇▇▇▇▇▇ Mae ▇▇▇ Legal Department, Attn: Official Contract Notice,” at ▇▇▇▇▇▇ Mae▇▇▇’s corporate headquarters or to an e‐mail e-mail address confirmed in writing by ▇▇▇▇▇▇ Mae ▇▇▇ as valid for receipt of notices. Except as provided in (e) above, any notice directed to Licensee shall be addressed to a Corporate Administrator at an address or electronic mail address provided to ▇▇▇▇▇▇ ▇▇▇ by Licensee or Licensee’s corporate headquarters. Issued Bulletins; Amendments ▇▇▇▇▇▇ Mae ▇▇▇ may issue hard‐copy hard-copy bulletins or electronic bulletins (via electronic mail or posted to an applicable ▇▇▇▇▇▇ ▇▇▇ internet site) amending the Agreement on a prospective basis, effective on the date specified by ▇▇▇▇▇▇ Mae ▇▇▇ in the bulletin. Each ▇▇▇▇▇▇ ▇▇▇ will issue each bulletin will be issued at least 20 calendar days before its effective date, except for bulletins granting license rights in additional licensed applications and those relating to software and other materials provided by Third‐Party Third-Party Licensors, which ▇▇▇▇▇▇ ▇▇▇ may be issued issue at any time prior to their effective date. In addition, upon suspension or termination of Licensee’s Mortgage Selling and Servicing Contract with ▇▇▇▇▇▇ ▇▇▇, whether in whole or in part, ▇▇▇▇▇▇ ▇▇▇ may amend the Agreement by providing written notice to Licensee, and the terms included in such notice will be effective immediately. Any decision to amend the Agreement upon suspension or termination of Licensee’s Mortgage Selling and Servicing Contract is at ▇▇▇▇▇▇ ▇▇▇’s sole discretion. Licensee may reject any bulletin by providing written notice to ▇▇▇▇▇▇ ▇▇▇ within 15 calendar days after receipt of such bulletin, or within 7 calendar days after receipt of a written notice amending Licensee’s Agreement, in which case ▇▇▇▇▇▇ Mae ▇▇▇ may terminate the Agreement or any affected Schedule(s) effective as of the Topic Description effective date of the bulletinbulletin or written notice. Unless Licensee provides such rejection notice within the 15‐ 15-day period, Licensee is deemed to have accepted such amendments, and such amendments will form part of the Agreement as of the effective date of such bulletinbulletin or written notice. Licensee’s continued use of any affected Licensed Application is an acknowledgment of its acceptance. Otherwise, the terms of the Agreement may be amended solely by a writing executed by a duly authorized representative of each party to be bound thereby. The Agreement may not be amended by any purchase order or other written instrument submitted by Licensee, whether or not formally rejected by ▇▇▇▇▇▇ ▇▇▇. Entire Agreement; Priority The Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding the subject matter of each Schedule (or, if no Schedule has been entered into, regarding access to ▇▇▇▇▇▇ Mae▇▇▇’s Topic Description technology and systems), and supersedes all prior or contemporaneous communications, proposals or agreements, oral or written, relating to the subject matter of the Agreement. Without further action on the part of either party, any (a) schedules entered into pursuant to such agreement(s) are deemed to be Schedules under the Master Terms and (b) references in any Schedules and associated forms to “Licensed Software” are deemed to be references to “Licensed Application.” If there is any conflict between a term or condition of any Schedule and the Master Terms, the term or condition contained in the Schedule will take precedence over the conflicting term or condition of the Master Terms, but only in connection with the Licensed Materials that are governed by that Schedule. Jurisdiction; Waiver of Jury Trial All disputes between the parties that cannot be settled by mutual agreement must be resolved solely and exclusively in the courts located within the state of New York, and Licensee each party hereby consents to the jurisdiction of such courts and irrevocably waives any objections thereto, including on the basis of improper venue or forum non conveniens. EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT. Third‐Party Third-Party Beneficiaries Applicable Third‐Party Third-Party Licensors are intended beneficiaries of the Agreement and may rely upon and directly enforce the terms and conditions of the Agreement to the extent it affects their rights or obligations. There are no other third party beneficiaries of the Agreement. U.S. Government If Licensee is any unit or agency of the U.S. Government, the Licensed Materials are provided as “commercial computer software” and “commercial computer software documentation,” respectively, under FAR 12.212 and, accordingly, use, duplication, and disclosure of the Licensed Materials by the U.S. Government is subject to restrictions set forth in the Agreement. Foreign Users Licensee is responsible for ensuring that the Licensed Materials are not used by any national (citizen or lawful permanent resident) of “Country Group E,” as that term is defined by the Export Administration Regulations, 15 C.F.R. 740 et. seq., nor may Licensee take any steps to facilitate such use. No Implied Waiver No term, provision or clause of the Agreement will be deemed waived and no breach excused unless such waiver or excuse is in writing and executed by a duly authorized representative of the party to be bound by it. Any waiver by a party of a breach by the other does not constitute a consent to, waiver of, or excuse for any different or subsequent breach. Independent Parties The parties are independent contractors. Nothing in the Agreement will be construed to make the parties partners, joint venturers, representatives or agents of each other, nor may either party so represent to any third person. Third‐Party Providers and ▇▇▇▇▇▇ ▇▇▇ are not partners, joint venturers, representatives or agents of each other.

Topic Description. Notices All notices must be in writing (with electronic mail or ▇▇▇▇▇▇ ▇▇▇ postings to ▇▇▇▇▇▇ Mae ▇▇▇ internet sites deemed to be a "writing" for this purpose) and delivered by (a) hand, (b) a reputable overnight courier (fees prepaid), (c) first class United States mail, registered or certified mail, return receipt requested (postage prepaid), (d) electronic mail, or (e) posting by ▇▇▇▇▇▇ ▇▇▇ to an applicable ▇▇▇▇▇▇ Mae ▇▇▇ internet site. Any notice directed to ▇▇▇▇▇▇ ▇▇▇ shall be addressed to "▇▇▇▇▇▇ Mae ▇▇▇ Legal Department, Attn: Official Contract Notice,” at ▇▇▇▇▇▇ Fannie Mae’s corporate headquarters or to an e‐mail e-mail address confirmed in writing by ▇▇▇▇▇▇ Mae ▇▇▇ as valid for receipt of notices. Except as provided in (e) above, any notice directed to Licensee shall be addressed to a Corporate Administrator at an address or electronic mail address provided to ▇▇▇▇▇▇ ▇▇▇ by Licensee or Licensee’s corporate headquarters. Issued Bulletins; Amendments ▇▇▇▇▇▇ Mae ▇▇▇ may issue hard‐copy hard-copy bulletins or electronic bulletins (via electronic mail or posted to an applicable ▇▇▇▇▇▇ ▇▇▇ internet site) amending the Agreement on a prospective basis, effective on the date specified by ▇▇▇▇▇▇ Mae ▇▇▇ in the bulletin. Each ▇▇▇▇▇▇ ▇▇▇ will issue each bulletin will be issued at least 20 calendar days before its effective date, except for bulletins granting license rights in additional licensed applications and those relating to software and other materials provided by Third‐Party Third-Party Licensors, which ▇▇▇▇▇▇ ▇▇▇ may be issued issue at any time prior to their effective date. In addition, upon suspension or termination of Licensee’s Mortgage Selling and Servicing Contract with ▇▇▇▇▇▇ ▇▇▇, whether in whole or in part, ▇▇▇▇▇▇ ▇▇▇ may amend the Agreement by providing written notice to Licensee, and the terms included in such notice will be effective immediately. Any decision to amend the Agreement upon suspension or termination of Licensee’s Mortgage Selling and Servicing Contract is at Fannie Mae’s sole discretion. Licensee may reject any bulletin by providing written notice to ▇▇▇▇▇▇ ▇▇▇ within 15 calendar days after receipt of such bulletin, or within 7 calendar days after receipt of a written notice amending Licensee’s Agreement, in which case ▇▇▇▇▇▇ Mae ▇▇▇ may terminate the Agreement or any affected Schedule(s) effective as of the Topic Description effective date of the bulletinbulletin or written notice. Unless Licensee provides such rejection notice within the 15‐ 15-day period, Licensee is deemed to have accepted such amendments, and such amendments will form part of the Agreement as of the effective date of such bulletinbulletin or written notice. Licensee’s continued use of any affected Licensed Application is an acknowledgment of its acceptance. Otherwise, the terms of the Agreement may be amended solely by a writing executed by a duly authorized representative of each party to be bound thereby. The Agreement may not be amended by any purchase order or other written instrument submitted by Licensee, whether or not formally rejected by ▇▇▇▇▇▇ ▇▇▇. Entire Agreement; Priority The Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding the subject matter of each Schedule (or, if no Schedule has been entered into, regarding access to ▇▇▇▇▇▇ Fannie Mae’s Topic Description technology and systems), and supersedes all prior or contemporaneous communications, proposals or agreements, oral or written, relating to the subject matter of the Agreement. Without further action on the part of either party, any (a) schedules entered into pursuant to such agreement(s) are deemed to be Schedules under the Master Terms and (b) references in any Schedules and associated forms to “Licensed Software” are deemed to be references to “Licensed Application.” If there is any conflict between a term or condition of any Schedule and the Master Terms, the term or condition contained in the Schedule will take precedence over the conflicting term or condition of the Master Terms, but only in connection with the Licensed Materials that are governed by that Schedule. Jurisdiction; Waiver of Jury Trial All disputes between the parties that cannot be settled by mutual agreement must be resolved solely and exclusively in the courts located within the state of New York, and Licensee each party hereby consents to the jurisdiction of such courts and irrevocably waives any objections thereto, including on the basis of improper venue or forum non conveniens. EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT. Third‐Party Third-Party Beneficiaries Applicable Third‐Party Third-Party Licensors are intended beneficiaries of the Agreement and may rely upon and directly enforce the terms and conditions of the Agreement to the extent it affects their rights or obligations. There are no other third party beneficiaries of the Agreement. U.S. Government If Licensee is any unit or agency of the U.S. Government, the Licensed Materials are provided as “commercial computer software” and “commercial computer software documentation,” respectively, under FAR 12.212 and, accordingly, use, duplication, and disclosure of the Licensed Materials by the U.S. Government is subject to restrictions set forth in the Agreement. Foreign Users Licensee is responsible for ensuring that the Licensed Materials are not used by any national (citizen or lawful permanent resident) of “Country Group E,” as that term is defined by the Export Administration Regulations, 15 C.F.R. 740 et. seq., nor may Licensee take any steps to facilitate such use. No Implied Waiver No term, provision or clause of the Agreement will be deemed waived and no breach excused unless such waiver or excuse is in writing and executed by a duly authorized representative of the party to be bound by it. Any waiver by a party of a breach by the other does not constitute a consent to, waiver of, or excuse for any different or subsequent breach. Independent Parties The parties are independent contractors. Nothing in the Agreement will be construed to make the parties partners, joint venturers, representatives or agents of each other, nor may either party so represent to any third person. Third‐Party Providers and ▇▇▇▇▇▇ ▇▇▇ are not partners, joint venturers, representatives or agents of each other.

Topic Description. Notices All notices must be in writing (with electronic mail or ▇▇▇▇▇▇ ▇▇▇ postings to ▇▇▇▇▇▇ Mae ▇▇▇ internet sites deemed to be a "writing" for this purpose) and delivered by (a) hand, (b) a reputable overnight courier (fees prepaid), (c) first class United States mail, registered or certified mail, return receipt requested (postage prepaid), (d) electronic mail, or (e) posting by ▇▇▇▇▇▇ ▇▇▇ Mae to an applicable ▇▇▇▇▇▇ Mae ▇▇▇ internet site. Any notice directed to ▇▇▇▇▇▇ ▇▇▇ shall be addressed to "▇▇▇▇▇▇ Mae ▇▇▇ Legal Department, Attn: Official Contract Notice,” at ▇▇▇▇▇▇ Fannie Mae’s corporate headquarters or to an e‐mail e-mail address confirmed in writing by ▇▇▇▇▇▇ Mae ▇▇▇ as valid for receipt of notices. Except as provided in (e) above, any notice directed to Licensee shall be addressed to a Corporate Administrator at an address or electronic mail address provided to ▇▇▇▇▇▇ ▇▇▇ Mae by Licensee or Licensee’s corporate headquarters. Issued Bulletins; Amendments ▇▇▇▇▇▇ Mae ▇▇▇ may issue hard‐copy hard-copy bulletins or electronic bulletins (via electronic mail or posted to an applicable ▇▇▇▇▇▇ ▇▇▇ internet site) amending the Agreement on a prospective basis, effective on the date specified by ▇▇▇▇▇▇ Mae ▇▇▇ in the bulletin. Each ▇▇▇▇▇▇ ▇▇▇ will issue each bulletin will be issued at least 20 calendar days before its effective date, except for bulletins granting license rights in additional licensed applications and those relating to software and other materials provided by Third‐Party Third-Party Licensors, which ▇▇▇▇▇▇ ▇▇▇ may be issued issue at any time prior to their effective date. In addition, upon suspension or termination of Licensee’s Mortgage Selling and Servicing Contract with ▇▇▇▇▇▇ ▇▇▇, whether in whole or in part, ▇▇▇▇▇▇ ▇▇▇ may amend the Agreement by providing written notice to Licensee, and the terms included in such notice will be effective immediately. Any decision to amend the Agreement upon suspension or termination of Licensee’s Mortgage Selling and Servicing Contract is at Fannie Mae’s sole discretion. Licensee may reject any bulletin by providing written notice to ▇▇▇▇▇▇ ▇▇▇ within 15 calendar days after receipt of such bulletin, or within 7 calendar days after receipt of a written notice amending Licensee’s Agreement, in which case ▇▇▇▇▇▇ Mae ▇▇▇ may terminate the Agreement or any affected Schedule(s) effective as of the Topic Description effective date of the bulletinbulletin or written notice. Unless Licensee provides such rejection notice within the 15‐ 15-day period, Licensee is deemed to have accepted such amendments, and such amendments will form part of the Agreement as of the effective date of such bulletinbulletin or written notice. Licensee’s continued use of any affected Licensed Application is an acknowledgment of its acceptance. Otherwise, the terms of the Agreement may be amended solely by a writing executed by a duly authorized representative of each party to be bound thereby. The Agreement may not be amended by any purchase order or other written instrument submitted by Licensee, whether or not formally rejected by ▇▇▇▇▇▇ ▇▇▇. Entire Agreement; Priority The Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding the subject matter of each Schedule (or, if no Schedule has been entered into, regarding access to ▇▇▇▇▇▇ Fannie Mae’s Topic Description technology and systems), and supersedes all prior or contemporaneous communications, proposals or agreements, oral or written, relating to the subject matter of the Agreement. Without further action on the part of either party, any (a) schedules entered into pursuant to such agreement(s) are deemed to be Schedules under the Master Terms and (b) references in any Schedules and associated forms to “Licensed Software” are deemed to be references to “Licensed Application.” If there is any conflict between a term or condition of any Schedule and the Master Terms, the term or condition contained in the Schedule will take precedence over the conflicting term or condition of the Master Terms, but only in connection with the Licensed Materials that are governed by that Schedule. Jurisdiction; Waiver of Jury Trial All disputes between the parties that cannot be settled by mutual agreement must be resolved solely and exclusively in the courts located within the state of New York, and Licensee each party hereby consents to the jurisdiction of such courts and irrevocably waives any objections thereto, including on the basis of improper venue or forum non conveniens. EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT. Third‐Party Third-Party Beneficiaries Applicable Third‐Party Third-Party Licensors are intended beneficiaries of the Agreement and may rely upon and directly enforce the terms and conditions of the Agreement to the extent it affects their rights or obligations. There are no other third party beneficiaries of the Agreement. U.S. Government If Licensee is any unit or agency of the U.S. Government, the Licensed Materials are provided as “commercial computer software” and “commercial computer software documentation,” respectively, under FAR 12.212 and, accordingly, use, duplication, and disclosure of the Licensed Materials by the U.S. Government is subject to restrictions set forth in the Agreement. Foreign Users Licensee is responsible for ensuring that the Licensed Materials are not used by any national (citizen or lawful permanent resident) of “Country Group E,” as that term is defined by the Export Administration Regulations, 15 C.F.R. 740 et. seq., nor may Licensee take any steps to facilitate such use. No Implied Waiver No term, provision or clause of the Agreement will be deemed waived and no breach excused unless such waiver or excuse is in writing and executed by a duly authorized representative of the party to be bound by it. Any waiver by a party of a breach by the other does not constitute a consent to, waiver of, or excuse for any different or subsequent breach. Independent Parties The parties are independent contractors. Nothing in the Agreement will be construed to make the parties partners, joint venturers, representatives or agents of each other, nor may either party so represent to any third person. Third‐Party Providers and ▇▇▇▇▇▇ ▇▇▇ are not partners, joint venturers, representatives or agents of each other.

Topic Description. Notices All notices must be in writing (with electronic mail or ▇▇▇▇▇▇ ▇▇▇ postings to ▇▇▇▇▇▇ Mae internet sites deemed to be a "writing" for this purpose) and delivered by (a) hand, (b) a reputable overnight courier (fees prepaid), (c) first Topic Description class United States mail, registered or certified mail, return receipt requested (postage prepaid), (d) electronic mail, or (e) posting by ▇▇▇▇▇▇ ▇▇▇ to an applicable ▇▇▇▇▇▇ Mae internet site. Any notice directed to ▇▇▇▇▇▇ ▇▇▇ shall be addressed to "▇▇▇▇▇▇ Mae Legal Department, Attn: Official Contract Notice,” at ▇▇▇▇▇▇ Mae’s corporate headquarters or to an e‐mail e-mail address confirmed in writing by ▇▇▇▇▇▇ Mae as valid for receipt of notices. Except as provided in (e) above, any notice directed to Licensee shall be addressed to a Corporate Administrator at an address or electronic mail address provided to ▇▇▇▇▇▇ ▇▇▇ by Licensee or Licensee’s corporate headquarters. Issued Bulletins; Amendments ▇▇▇▇▇▇ Mae may issue hard‐copy hard-copy bulletins or electronic bulletins (via electronic mail or posted to an applicable ▇▇▇▇▇▇ ▇▇▇ internet site) amending the Agreement on a prospective basis, effective on the date specified by ▇▇▇▇▇▇ Mae in the bulletin. Each bulletin will be issued at least 20 calendar days before its effective date, except for bulletins granting license rights in additional licensed applications and those relating to software and other materials provided by Third‐Party Third-Party Licensors, which may be issued at any time prior to their effective date. Licensee may reject any bulletin by providing written notice to ▇▇▇▇▇▇ ▇▇▇ within 15 calendar days after receipt of such bulletin, in which case ▇▇▇▇▇▇ Mae may terminate the Agreement or any affected Schedule(s) effective as of the effective date of the bulletin. Unless Licensee provides such rejection notice within the 15‐ 15- day period, Licensee is deemed to have accepted such amendments, and such amendments will form part of the Agreement as of the effective date of such bulletin. Licensee’s continued use of any affected Licensed Application is an acknowledgment of its acceptance. Otherwise, the terms of the Agreement may be amended solely by a writing executed by a duly authorized representative of each party to be bound thereby. The Agreement may not be amended by any purchase order or other written instrument submitted by Licensee, whether or not formally rejected by ▇▇▇▇▇▇ ▇▇▇. Entire Agreement; Priority The Agreement constitutes the complete and exclusive statement of the agreement between the parties regarding the subject matter of each Schedule (or, if no Schedule has been entered into, regarding access to ▇▇▇▇▇▇ Mae’s Topic Description technology and systems), and supersedes all prior or contemporaneous communications, proposals or agreements, oral or written, relating to the subject matter of the Agreement. Without further action on the part of either party, any (a) schedules entered into pursuant to such agreement(s) are deemed to be Schedules under the Master Terms and (b) references in any Schedules and associated forms to “Licensed Software” are deemed to be references to “Licensed Application.” If there is any conflict between a term or condition of any Schedule and the Master Terms, the term or condition contained in the Schedule will take precedence over the conflicting term or condition of the Master Terms, but only in connection with the Licensed Materials that are governed by that Schedule. Jurisdiction; Waiver of Jury Trial All disputes between the parties that cannot be settled by mutual agreement must be resolved solely and exclusively in the courts located within the state of New York, and Licensee hereby consents to the jurisdiction of such courts and irrevocably waives any objections thereto, including on the basis of improper venue or forum non conveniens. EACH OF THE PARTIES IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THE AGREEMENT. Third‐Party Beneficiaries Applicable Third‐Party Licensors are intended beneficiaries of the Agreement and may rely upon and directly enforce the terms and conditions of the Agreement to the extent it affects their rights or obligations. There are no other third party beneficiaries of the Agreement. U.S. Government If Licensee is any unit or agency of the U.S. Government, the Licensed Materials are provided as “commercial computer software” and “commercial computer software documentation,” respectively, under FAR 12.212 and, accordingly, use, duplication, and disclosure of the Licensed Materials by the U.S. Government is subject to restrictions set forth in the Agreement. Foreign Users Licensee is responsible for ensuring that the Licensed Materials are not used by any national (citizen or lawful permanent resident) of “Country Group E,” as that term is defined by the Export Administration Regulations, 15 C.F.R. 740 et. seq., nor may Licensee take any steps to facilitate such use. No Implied Waiver No term, provision or clause of the Agreement will be deemed waived and no breach excused unless such waiver or excuse is in writing and executed by a duly authorized representative of the party to be bound by it. Any waiver by a party of a breach by the other does not constitute a consent to, waiver of, or excuse for any different or subsequent breach. Independent Parties The parties are independent contractors. Nothing in the Agreement will be construed to make the parties partners, joint venturers, representatives or agents of each other, nor may either party so represent to any third person. Third‐Party Providers and ▇▇▇▇▇▇ ▇▇▇ are not partners, joint venturers, representatives or agents of each other.