0001104659-14-005324 Sample Contracts

Kimberly H. Johnson
Conditional Approval Agreement • January 30th, 2014 • Arch Capital Group Ltd. • Fire, marine & casualty insurance

You have requested that Federal National Mortgage Association (“Fannie Mae) approve (1) the planned acquisition of CMG Mortgage Insurance Company (“CMG”) and its affiliates by Arch U.S. MI Holdings, Inc. (“Arch”), and (2) the expansion of CMG’s eligibility to write mortgage guaranty insurance for all Fannie Mae approved seller/servicers under the Fannie Mae Qualified Mortgage Insurer Eligibility Requirements as the same may be amended from time to time (“Requirements”). You have advised Fannie Mae that CMG will be a wholly-owned direct subsidiary of Arch; CMG is the only entity within Arch’s corporate structure approved to write mortgage guaranty insurance on loans eligible for sale to Fannie Mae. Effective as of the date hereof, and subject to the terms and conditions set forth below, Fannie Mae hereby conditionally approves a) Arch’s acquisition of CMG, and b) Arch’s approval to write mortgage guaranty insurance through CMG (collectively the “Conditional Approval”), for loans owned b

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