EXHIBIT A TO FIRST AMENDED COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF

CONTINGENCY FEE PROFESSIONAL SERVICES AGREEMENT

October 29, 2009

This Agreement (the "Contract contains the terms under which the Nevada Attorney General Office, Bureau of Consumer Protection (the "Attorney General. for the State of Nevada on behalf of the People and the State of Nevada, agree to retain the law firms off Cohen Milstein Sellers & Toll PLLC, ("Special Contractor" and/or "Contractor" or "Counsel") to provide legal services to the Attorney General. her deputy attorneys general, the Bureau of Consumer Protection and the Office of the Attorney General to assist in the· matter of the prosecution of all available civil claims, damages, civil penalties, restitution and disgorgement of profits and injunctions against all appropriate defendants relating to the act, use, or employment by lenders and/or related parties of any deception, deceptive act or practice, fraud, false pretense, misrepresentation, or concealment, suppression or omission of any material fact in connection with certain mortgage lending practices, including, without limitation, origination of loans - (including without -limitation, subprime loans, Option ARM's and other Adjustable Rate Mortgages and Alt-A or similar loan products), servicing of loans, securitizatlon of loans, appraisal practices, and practices of home builders and home sellers in connection with the Bale and/or financing the purchase of homes (collectively, "Lending Practices") including, but not limited to any deception, deceptive act .or practice, fraud, false pretense, misrepresentation, or concealment, suppression or omission of any material fact as to Lending Practices (collectively, the "Acts" and/or the "Litigation'');

WHEREAS, NRS 228,170(1) provides that whenever, m the opinion of the Attorney General, commencement of an action is necessary to protect and secure the interen of the State of Nevada, the Attorney General shall commence the action; and

WHEREAS, pursuant to NRS 228.380, the Attorney General through her Bureau of Consumer Protection, may bring civil action to enforce the consumer and trade practices laws of the State ofNevada; and

WHEREAS, pursuant to NRS 228.330, the Consumer Advocate through the Bureau of Consumer Protection, may perform such other functions and make such other arrangements as may be necessary to carry out his duties and the functions to enforce the consumer and trade practices laws of the State of Nevada; and

WHEREAS, pursuant to NRS 228.380, the Consumer Advocate may exercise the power of the Attorney General in areas of consumer protection; and

WHEREAS, in accordance with NRS 41.03435, It is the opinion of the Attorney General that without the employment of Special Contractor it is impracticable for the Attorney General's Office to proceed with complex litigation on behalf of the State of Nevada; and

WHEREAS, NRS 284.173 authorizes elective officers, heads of Attorney Generals, boards, and commissions of institutions to engage, subject to approval of the Board of Examiners, services of persons as independent contractors; and

WHEREAS, the Litigation is likely to entail numerous complex factual and legal issues;

WHEREAS, such Litigation win require the expenditure of substantial resources by any private attorneys retained to assist Nevada;

WHEREAS, the Attorney General seeks to limit the expenditure of resources by Nevada in such Litigation;

WHEREAS, it is deemed that the. services of the law finn of Cohen Milstein Sellers & Toll PLLC herein specified, are both necessary and desirable and in the best interests of the Attorney General and the State of Nevada; and

NOW, THEREFORE, based upon the foregoing premises and upon the following covenants, the parties mUtually agree as follows:

1. Scope of Representation. Contractor is authorized to take appropriate legal steps to prosecute the Litigation as it pertains to liability, damages, civil penalties, injunctive relief and restitution/disgorgement of profits and to participate in any settlement negotiations, Contractor shall provide sufficient resources, including attorney time, to prosecute this action faithfully and with due diligence its conclusion including the exhaustion of any and all appeals by the defendants.

1.1 Contractor and the Attorney General will discuss all major litigation decisions, including but not limited to: (i) which defendants to name; (ii) what claims to allege; (iii) whether to opt out of any c)ass certified in any federal court; (lv) retention of experts; and (v) whether to procede to trial, It is expressly understood that the Attorney General will have final and exclusive authority over all aspects of this case, including settlement decisions. The Attorney General and the Contractor agree that the Attorney General may settle all or part of the related Litigation over the objection of the Contractor when in the Attorney General's opinion it is in the best interest of tho State of Nevada to do so.

1.2 Contractor may obtain written approval from the Attorney General before taking any positions that could potentially impact policy concerns of the State. Contractor will provide the Attorney General with drafts of any court filings sufficiently in advance of filing the documents in order for the Attorney General to review the filings and provide comments, unless the Attorney General affirmatively waives such review.

1.3 Attorney General agrees that Contractor shall coordinate with affiliated Contractor to allocate workloads and responsibilities as appropriate. Contractor may associate with additional Co-Contractor without additional expense to the State only upon approval by the Attorney General. Contractor shall fully indemnify, hold harmless and defend the State of Nevada, the Attorney General and her office from any and all claims or compensation related to Contractor's Co-Contractor.

2. Reporting. Contractor shall prepare and submit monthly reports to the Attorney General summarizing activities from the previous month and detailing the costs incurred. Where expenses are disbursed or are incurred by Contractor which also benefit other clients of Contractor in other, similar litigation, only the portion of such expenses fairly and properly allocable to Plaintiffs) in the Litigation shall be claimed as reasonable expenses of prosecuting the Litigation. The report shall also include activities planned for the upcoming month and budgetary costs associated with these activities, The report shall be due by the seventh day of each month. Reports shall be prepared in a format and of a quality approved by the Attorney General.

Furthermore, all reasonable expenses shall be itemized in the monthly report for which reimbursement will be claimed upon conclusion of the Litigation. Certain disbursements will not be paid unless agreed to in advance. These include: a. Photocopy expenses of more than 15 cents per page; b. Photocopy costs in excess of $2.000 for a single job;

The State win not reimburse expenses for the following: a. Local telephone expenses of office supply costs; b. The costs of first-class travel (travel arrangements should be made in advance to take advantage of cost-effective discounts or special rates).

To the extent it is applicable, all expenses including travel expenses shall be reimbursed accordance with the provisions of the current State Administrative Manual (http://budget.state.nv.us/SAM/). See Attachment CC for current travel reimbursement rates.

3. Contract Type/Compensation.

3.1 Contingency. Neither the Attorney General nor the State is liable under this Contract to pay compensation to Contractor, other than from monies which may be paid to the State or its agencies party to the Litigation whether by settlement or judgment, from any entities named as defendants in the Litigation.

3.2 Compensation. Compensation shall be contingent upon recovery and collection of damages or monetary penalties, except as provided in 3.3.3 below. The amount of compensation shall be based on the amount of damages or monetary penalties recovered to the extent that such funds are available after reimbursement for all disbursements as set forth in 3.5 below. The reasonableness of the attorney's fees must be approved by the court. It is understood that only one fee, calculated as provided in this section, will be paid.

3.3 Basis of Compensation. If there is a recovery and collection of damages or penalties for the State and subject to judicial approval for reasonableness of attorney's fees, the amount of compensation to the Contractor will be as follows:

3.3.1 For amounts obtained by the State from a defendant who is settling or with respect to which a judgment has been entered within two (2) months and four (4) months of the date of this Contract, Counsel shall receive ten (10) percent of any recovery.

3.3.2 For amounts obtained by the State from a defendant who is settling or with respect to which a judgment has been entered after four (4) months of the date of this Contract, Counsel shaH receive fifteen (IS) percent of any recovery.

3.3.3 Counsel shall distribute to the Attorney General fifteen (15) percent of any compensation received pursuant to paragraphs 3.3.1 through 3.3.2 for costs and expenses, including attorney's fees, of the Attorney General.

3.3.4 "A defendant who is settling" is a defendant who has entered into a written settlement agreement with the State. The settlement agreement date shall determine the time periods to be computed under paragraphs 3.3.1 through 3.3.2 above.

3.3.5 If Contractor represents any other governmental entity in this type of litigation and agrees to represent such entity for a contingency fee lower than that set forth in paragraphs 3.3.1 through 3.3.3, the contingency fee herein shall be reduced to meet that lower percentage. It is the intent of Contractor to provide the State with the best price it offers for its services.

3.3.6 The state reserves the right to petition any court before payment to determine reasonableness of attorney fees outlined in this Contract.

3.3.7 If as a result of a settlement a separate·pool for attorney's fees is created, Contractor agrees to be paid solely out of that pool, and to waive the right to collect fees from the Slate.

3.3.8 Attorney fees under this Contract are not payable out of the State of Nevada's statutory contingency account and Contractor will waive any and all claims for compensation or costs under NRS 41.03435. Attorney fees under this Contract shall be paid out of funds pursuant to settlement or out of funds pursuant to final judgment.

3.4 Invalid Contract. If there is a recovery for the State and this Contract is found to be invalid, Contractor and the Attorney General agree that Contractor and the Attorney General each are entitled to the fair market value of their legal services expended on behalf of the State. The Attorney General agrees to use its best efforts to support any application for judicial approval for such fees made pursuant to this paragraph.

3.5 Costs, Expenses and Disbursements.

3.5.1 No Cost Recovery or Court Awarded Costs. Contractor shall advance all litigation expenses and costs related to any demands, claims, actions, and other work required in the prosecution of the Scope of Representation (unless undertaken by the State), including without limitation court or tribunal costs, expenses of investigation, discovery and the costs of obtaining and presenting evidence, including without limitation expert evidence. Contractor shall have no right to recover these litigation expenses and costs from the State unless there is a recovery and collection of damages or monetary penalties.

3.5.2 Complete or Partial Cost Recovery or Court Awarded Costs. If there is a recovery for the State, all costs advanced by Contractor for reimbursable costs of litigation shall first be reimbursed In amounts equal to their respective contributions. If Contractor recovers monies in the Litigation, but in an amount that does not exceed reimbursable costs and disbursements in the Litigation, such monies shall be used to reimburse disbursements.

3.5.3 Court Awarded Attorney Fees. The State intends to seek an award from the court of fees and costs for prosecution of the case. Court awarded attorney fees and costs shall be paid to Counsel (and to the extent awarded for work performed or costs advanced by the State, shall be paid to the State) and Counsel shall receive an additional payment from any recovery and collection of damages or penalties for the State such that the total fee payment to Counsel shall equal the appropriate percentage (pursuant to Sections 3.3.1 through Sections 3.3.5 ) of the sum of (i) the total recovery to the Stat.. and (ii) and attorney fees and costs awarded by the court. Any separate pool for attorney fees created as a result of settlement or otherwise shall be treated pursuant to revised Section3.5.3 as If the separate pool were an award of attorney fees by the court.

3.5.4 Settlement. This Contract applies to any settlement. In the event the Litigation is "resolved by the settlement for injunctive relief only or under terms involving provision of goods, services or other "In-kind" of non­ monetary payment, including, without limitation, favorable future interest fates or terms available to borrowers, renegotiation of terms of previous loans, rebates or other credits for consideration, Contractor will receive costs and hourly fees at fair market value of their legal services expended on behalf of the State. In such an event, the State agrees not to settle the case unless the defendants agree to pay said amount.

3.5.5 Advance Payment Prohibited. No payment In advance or in anticipation of services or supplies under this Contract shall be made by the Attorney General.

3.6 Term of Contract. The term of the Contract shall extend from the date of appointment through the term of Litigation unless terminated pursuant to the terms and conditions of Ibis Contract.

3.7 Termination Without Cause or if Jeopardizes Federal Grant. The Attorney General may terminate this Contract without cause and without penalty upon at least thirty (30) days written notice to Contractor.

3.7.1 In the event it is determined that this Contract potentially jeopardizes federal grant funds received by the State, if any, the State may immediately terminate this Contract upon providing written notice to the Contractor.

3.7.2 Notwithstanding anything above to the contrary, in the event of termination of this appointment by the Attorney Genoral, Counsel shall be entitled to the reasonable value of his services, In determining the reasonable value of the Contractor's services, all factors affecting the value of the Contractor's contributions shall be taken into account, including but not limited to the length of time spent on the case, the funds invested, the time value of money, the quality of representation, the result of the Contractor's efforts and the viability of the claim at the time of termination.

3.8 Termination With Cause. The Attorney General may terminate this Contract for cause if Contractor breaches any material terms or conditions of this contract, or fails to perform or fulfill any material obligation under this Contract upon seven (7) days written notice to Contractor of any intent to terminate. If Contractor does not cure the breach of failure to perform within seven (7) days or such longer period 83 specified by the Attorney General, the Attorney General may terminate this Contract. If Contractor is terminated for cause, Contractor shall not be entitled to compensation or reimbursement of any kind under this Contract.

4. Ownership of Materials. All materials, documents, deliverables and/or other products of the Contract (including but not limited to e.g., work plans, reports, etc.) shall be tho sale, absolute and exclusive property of the State and the Attorney General, free from any claim or retention of right on the part of the Contractor, its agents, subcontractors, officers or employees.

5. Contractor Responsibilities.

5.1 Key Personnel. It is essential that the Contractor provide an adequate staff of experienced personnel, capable of and devoted to the successful accomplishment of work to be performed under this Contract. The Contractor must assign specific individuals to key positions. The Contractor agrees and understands that this Contract is predicated, in part and among other considerations, on the utilization of the specific individual(s) and/or personnel qualification(s) as identified and/or described in the Contractor's proposal. Therefore, the Contractor agrees that no substitution of such specified individual(s) and/or personnel qualification(s) shall be made without the prior written approval of the Attorney General. The Contractor further agrees that any substitution made pursuant to this paragraph must be equal or better than originally proposed and that the Attorney General's approval of a substitution shall not be construed as an acceptance of the substitution's performance potential. The Attorney General agrees that an approval of a substitution wiJl not be unreasonably withheld. The Contractor shall bear all traditional expenses incurred for any costs associated with removing or replacing Key Personnel are performing work under this Contract. The Contractor agrees to reveal its staffing levels by function, including resumes, upon request by the Attorney General at any time during the performing of this Contract.

5.2 Lead Contractor. The Contractor shall name an individual as the Lead Contractor for the outside Contractor team. This individual shall be considered a Key Personnel as defined in this Contract. The Contractor shall provide the Lead Contractor's complete address, e-mail address and telephone and fax numbers. The Lead Contractor shall be the company representative to whom all correspondence, official notices, and requests related to the project shall be addressed. If a firm joins together with another firm or firms. the firms shall name only one Lead Contractor.

5.3 Other Key Personnel. Contractor should provide the name of any other individual who will perform duties to directly support the person offered as the Lead Contractor. The role and Crucial duties this individual will perform shall be identified.

5.4 Removal ofContractor's Employees. The Attorney General may require the Contractor to remove from an assignment employees who endanger persons, property or whose continued employment under this Contract is inconsistent with the interests of the Attorney General.

6. Availability of Contractor. The Contractor shall be available immediately upon receipt of the Notice to Proceed and remain available to the Attorney General throughout the period of performance as stated in the Contract.

7. Submission of Electronic Deliverable on Compact Disk (CD). At the request of the Attorney General, the Contractor shall submit deliverables in electronic format. All electronic deliverables shall be packaged in accordance with standard commercial practices. CDs shall be IBM compatible and labeled to indicate: i) Name of deliverable; ii) Contractor name; iii) Project description; and iv) Date written. All files contained on the CD shall be in a format compatible with the Attorney General's software.

8. Oversight and Draft Document Review

8.1 Oversight. The retention of Contractor is intended to aid the Attorney General in representing the State in a major matter. The Attorney General will be actively involved in all stages of this matter and deciding all major issues, Including whether to file suit, when to tile suit, who to file suit against, approval of the asserted claim or claims and whether and on what basis to settle or proceed to trial. The Contractor shall acknowledge and defer to the Attorney General for direction and decisions.

8.2 Review of Services. The Attorney General reserves the right to review all and every part of the Services during performance or after completion as the Attorney General may see fit. If the Services or any part thereof have not been performed in accordance with this Contract to the satisfaction of the Attorney General. the Attorney General may order that no further services be performed and may reject and refuse to pay for any improperly performed services.

8.3 Draft Document Review. Review of all documents is required to assure the Attorney General's approval of the information, content and completeness. Documents for review shall include all pleadings, petitions, findings and any other document produced in the pursuit of this matter. All draft deliverables and other materials developed by the Contractor as part of thIs project shall be reviewed and approved in writing by the Attorney General prior to finalizing the material. Contractor shall promptly provide, in final form. the designated assistant with copies of all pleadings, discovery requests and responses, and relevant correspondence related to the Litigation.

9. Settlements/Compromises. All offers of compromise shall be promptly transmitted to the Attorney General together With Contractor's recommendation.

10. Depositions. Notices of depositions shall not be sent by Contractor without prior written authorization from the Attorney General, Notices of depositions of State employees filed by any party will be submitted to the Attorney General immediately upon Contractor's receipt to make necessary arrangements for their testimony. Summaries of all depositions will be supplied by the assigned Contractor on conclusion of the deposition. The Attorney General may request the presence of a State employee at one or more depositions.

11. Testimony. Should Contractor be required to testify at any judicial, legislative or administrative hearing concerning matters in any way related to the Services performed under this Contract, Contractor shall, prior to the scheduled time of each hearing, supply to the Attorney General in writing all information likely to be disclosed at said hearing as well as Contractor's position thereon. Should Contractor be required by a third party to testify at any judicial, legislative or administrative hearing not specified in this Contract but concerning the subject matter of this Contract. Contractor shall notify the Attorney General in advance of the date and time of such hearing to enable State representatives to attend and participate.

12. Privileged Communications. All confidential communications between the Attorney General, any State of Nevada officer, employee or agent ("Nevada'') and Contractor, whether oral or written, and all documentation, whether prepared by Contractor or supplied by Nevada shall be considered privileged communications and shall not, except as required by law, be communicated by Contractor to any public agency, insurance company, rating organization, contractor, or vendor, whether or not connected in any manner with Nevada or Contractor, without the prior consent of the Attorney General. If such communications are approved, or if such communications are required to be disclosed by law, Contractor shall provide the Attorney General with two (2) copies of each written communication and/or two (2) copies of summaries of each oral communication. If such communication is required by law, Contractor shall provide the Attorney General written notice as to the time, place, and manner of such disclosure as well as a written summary of any information likely to be disclosed by such disclosure, and Contractor's position thereon.

13. Records. Contractor shall retain and shall contractually require each Subcontractor to retain books, records, documents and other evidence pertaining to the acquisition and performance of the Contract, hereinefter collectively called the "Records," to the extent and in such detail as will properly reflect all net costs, direct or indirect, of labor, materials, equipment, supplies and services and other costs and expenses of whatever nature for which payment is made under the Contract. The Contractor shall agree to make available at the office of the Contractor at all reasonable times during the period, as set forth below, any of the Records for inspection, audit or reproduction by any authorized representative of the State or Attorney General. The Contractor shall preserve and make available the Records for a period of five (5) years from the date of final payment under tho Contract and for such period, if any. as is required by applicable statute. If the Contract is completely or partially terminated, the Records relating to the work terminated shall be preserved and made available for a period of five (5) years from the date of any resulting final settlement.

14. Offshore Performance of Work Prohibited. All services under this contract shall be performed within the borders of the United States. All storage and processing of information shall be performed within the borders of the United States. This provision applies to work performed by Subcontractors at all tiers.

15. Professional Responsibility.

15.1 General. Contractor shall use Best Efforts to perform and complete' the Services in accordance with the provisions of this Contract. Best Efforts shall be considered those efforts which a skilled, competent, experienced and prudent legal professional would use to perform and complete the requirements of this Contract in a timely manner, exercising ·the degree· of skill, care, competency and prudence" customarily imposed on a legal professional performing similar work.

15.2 Liability. In the event that Contractor breaches its obligations under this Contract:, Contractor shall take the necessary actions to correct and cure its breach of this Contract. If Contractor, upon notification of said breach, does not promptly take steps to correct the breach, the Attorney General without waiving any other rights or remedies it may have at law or otherwise may do so and Contractor shall reimburse the Attorney General for all expenses and costs incurred in performing such corrective action.

16. Conflict of Interest/Litigations against the State.

16.1 Conflicts. The Contractor shall advise the Attorney General of any perceived conflict. This duty shall extend throughout the performance of this Contract when a conflict or perceived conflict becomes known to the Contractor. The decision as to whether the conflict is remote or disqualifying will be the Attorney General's decision.

16.2 Litigations against the State. Contractor is retained only for the purposes and to the extent set forth in this Contract. Contractor shall be free to dispose of such portion of his entire time, energy and skill not required to be devoted to the State in such manner as he sees fit and to such persons. firms or corporations as he deems advisable, but shall not engage in private litigation against the State at the same time Contractor accepts appointments representing the State pursuant to this Contract unless such litigation docs not present an ethical conflict of interest, and a written waiver is first obtained from the Attorney General. Contractor shall disclose to the State, in the proposal, all litigation, claims and matters in which Contractor represents patties adverse to the State, if Contractor is selected to contract with the Stete pursuant to the Contract, Contractor shall have a continuing duty to disclose such information to Attorney General.

17. Treatment of Confidential Business Information. The Attorney General may turn over to the Contractor Confidential Business Information (CBI) necessary to carry out the work required under the Contract or Contractor may be exposed to CBl while working with the Attorney General. Contractor and Contractor's employees agree to use the CBI only under the following conditions:

17.1 Use the CBI only for the purposes of carrying out the work required b y the Contract;

17.2 Not disclose the information to anyone other than properly c!eared employees; and

17.3 Return the CBI to Attorney General whenever the information is no longer required by the Contractor for performance of the work required by the Contract, or upon completion/termination of the Contract.

18. At Will Independent Contractor. Contractor and any additional Co- Contractor shall serve in this capacity at will and at the pleasure of the Attorney General.

19. Other Matters Related to Scope of Representation. Any substitution of Contractor must be approved in advance by the Attorney General and the Board of Examiners. The scope of the Contractor's representation is also subject to the relevant requirements of the Nevada State Administrative Manual, § 0325 (http://budgetstate.nv.us/SAM/).

20. Independent Contractor Status. The officers, agents and employees of Contractor, in performing the services regulated by this Contract, shall be independent contractors and shall not be deemed officers, agents or employees of the State of Nevada. The provisions of NRS 284.173 are incorporated into this Contract by this reference to define the status of the officers, agents and employees of Contractor.

21. Special Contractor Compensation Waiver. Contractor waives any and all claims for compensation or costs under NRS 41.03435 from the State of Nevada's statutory contingency account.

22. Recovery of Attorneys' Fees. In the event that a civil action is instituted to collect any payment due under the Contract or to obtain performance under the Contract, the prevailing party shall recover, as the court deems appropriate, reasonable attorneys' fees and all costs and disbursement incurred in such action.

23. Personal Services Contract. This Contract calls for the personal services of Contractor. Contractor shall make no payments to, or share compensation with, any attorneys other than affiliated Contractor or members of Contractor's own firm without prior written approval by the Attorney General.

24. Inspection of Records. The books, records, documents and accounting procedures of Contractor relevant to this Contract shall be subject to inspection, examination and audit by the State of Nevada, the Attorney General, and by state legislative auditors.

25. Assignment. Contractor shall neither assign, transfer nor delegate any rights, obligations or duties under the Contract without the prior written consent of the Attorney General and/or approval of the Board of Examiners.

26. Work Papers. In the event of termination, all records, documents and copies of work papers, research and other materials prepared by the Contractor prior to the date of termination shall be provided to the Attorney General.

27. Effective Date. The Contract shall not become effective unless and until approved by tho State of Nevada Boord of Examiners.

28. Governing Law. The Contract shall be subject to and governed by the laws of the State of Nevada, and any recourse to judicial action shall be in the courts of the State of Nevada.

29. Contractor's Certification. In the event federal funds arc used for payment of all or part of this contract, Contractor certifies, by signing the Contract, that neither it nor its principals are presently debarred, suspended. proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction, by any federal department or agency. This certification is made pursuant to the regulations implementing Executive Order 12549, Debarment and Suspension, 28 CFR Par 67, Section 67.510, published as Part VII of the May 26, 1988, Federal Register (pages 19160-1921 1).

30. Evidence of Insurances. Copies of malpractice insurance will be attached to the Contract as Attachment BB with proof of attorney liability insurance for errors and omissions that is issued by an admitted insurance company authorized to transact surplus lines in the State of Nevada in the amount of not less than $1,000,000, or as determined by:

Division of Risk Management
Department of Administration
201 S Roop Street, Room 201
Carson City, Nevada 89701

Contractor further agrees to provide proof of workers' compensation insurance as required by Nevada Revised Statutes Chapter 616A through 616D inclusive. If the Contractor qualifies as a sole proprietor as defined in NRS Chapter 616A.310 and has elected to not purchase industrial insurance, the sole proprietor must submit an executed "Affidavit of Rejection of Coverage under NRS 616B.627 and NRS 617,210" form.

31. Entire Contract and Modification. The Contract constitutes the entire agreement between the parties and may only be modified by a written amendment signed by the parties and approved by the Board of Examiners.

32. Conflicts. Contractor shall immediately notify the Attorney General if it becomes aware of any potential or actual conflict of interest, and shall provide a full disclosure of the nature of tho conflict. The Attorney General shall consider requests for waivers of any conflict of interest on a case by case basis.

33. Confidentiality. Contractor shall maintain as confidential all information concerning their legal work product and attorney-client communications. Contractor shall not disclose such information to a third-party unless the Attorney General has consented in writing or unless otherwise required by law. The obligations of this section shall survive the termination of the Contract. . 34. Media Contact. The Attorney General shall be the primary point of contact for all dealings with the media. If Contractor is contacted by the media, Contractor should decline comment beyond confirming matters that are a matter of public record and refer the individuals to the Attorney General.

ATTACHMENT CC

TRAVEL REIMBURSEMENT

Effective July 1, 2007, the State of Nevada has adopted the per diem and travel expenses as imposed by the U.S. General Services Administration (GSA). Travel reimbursements will be made in accordance with the GSA per diem rates. However, the State's policy will supersede the GSA website in specific areas. The GSA rates are maintained at ww.gsa.gov.

The following are general guidelines hi interpreting the GSA ruling.

MEAL PER DIEM: Meals will be reimbursed in accordance with the meals and incidental expense (M & IE) allowances for the primary destination (based on times in travel status). Receipts are not required for meals and incidentals.

LODGING PER DIEM: Lodging taxes and fees are reimbursable in addition to the GSA established rate of reimbursement for lodging. Lodging taxes are limited to the taxes on the amount of the reimbursable lodging costs. For example: if the minimum GSA lodging rate is $50 per night, but the hotel costs $100 per night, the amount of the claim can onJy include the amount of taxes on $50, which is the maximum authorized lodging amount.

If the GSA website does not recognize the county in which the contractor is traveling, the rates default to the standard CONUS location reimbursement rates ($70 per night for lodging, $7 for breakfast, $11 for lunch, $18 for dinner, and $3 for incidentals). Lodging receipts are required if individual travelling is claiming costs in excess of CONUS rates.

MILEAGE: Mileage will be reimbursed at the standard mileage reimbursement rate for which a deduction is allowed for travel for federal income tax (decreased from 58.5 cents per mile to 55 cents per mile effective January 1 . 2009). . AIRFARE: These costs are reimbursed at actual amounts paid. An airline itinerary and receipts must accompany the Travel Expense Reimbursement Claim form

OTHER EXPENSES INCLUDING RENTAL CAR, TAXI, AIRPORT SHUTTLE, PARKING, et cetera: These costs are reimbursed at actual amounts paid and require receipts.

EXHIBIT B TO FIRST AMENDED COMPLAINT FOR DECLARATORY AND INJUNCTIVE RELIEF

June 26, 2009

Attorney General Catharine Cortez Masto
State of Nevada Bureau of Consumer Protection
555 East Washington Ave, Suite 3900
Las Vegas, Nevada 89101

Dear Attorney General Masto,

Enclosed please find consumer complaints from 18 families about the sale and lending practices of four major home builders and their affiliated mortgage companies.

These complaints against KB Homes, Lenmar, Puite, and Centex demonstrate that the abusive and deceptive practices contained in the complaints are not limited to one company but are an industry wide problem. There are striking similarities among the homebuyers' experiences, indicating that these are standard practices in the industry.

Together, the individual complaints also highlight the role that homebuilders played in the boom, bubble, and bust that brought on the current crisis. They continued to build, buy land, and push mortgages even though there were clear signs the housing market was not sustainable and that homebuyers were financially over their heads. In the process they misled homebuyers about the deals they were getting and pushed them into mortgages that were unfair and deceptive.

Homeowners in new developments have been especially hard hit by the current housing crisis and their subdivisions are in a unique situation. Unlike older, existing neighborhoods where there is a mix of when homeowners received their mortgages and how much equity they have, new subdivisions have concentrations of homeowners who purchased their homes within a year or two of each other.

The following is a summary of the sales and lending practices described in the complaints.

Steering

The homebuilders' sales staff directed home buyers to their affiliated mortgage lenders in order to control the buying process, ensure the sale of homes at a higher price than might be the case if there were third party lenders, and earn additional fees.

In several cases, the buyers report that they didn't know they had a choice about where to get their mortgage. In other cases, the builders promised deep discounts on the prices of the home, construction costs, and/or free closing costs if they used the builders' mortgage companies. The promised benefits were more than made up for by inflated appraisals, unfavorable mortgage terms, or other fees. Buyers who became wary of the terms of the mortgages were threatened with losing their deposits if they walked away from the mortgages.

Mortgage Terms

Most of the homebuyers report having very high credit scores and putting down large down payments but insist that they received mortgages with terms that were not what they wanted or they thought they were getting, such as interest-only, adjustable rate loans and piggyback and disguised second mortgages with high interest rates and balloon payments. Some found out about these terms at closing, but by then it was too late. Others found out about the terms after they were in the home.

In some of the cases, the buyers were Spanish speakers who generally did not read or write English. The Lennar sales and loans representatives conducted the transactions primarily in Spanish, but mortgage documents were provided only in English, making it even less likely that buyers would understand or reject the mortgage terms.

In other cases in Nevada and other states the homebuilders’ sales representatives discouraged homebuyers away from better loans, including credit union and Veterans Administration loans, misrepresenting the availability of those loans and promising more favorable terms.

Inflated Appraisals

The complainants all believe now that their homes were overpriced and that the appraisals seriously overstated their homes’ values. There is evidence that this may have been a common practice among builders.

We have been conducting reviews of appraisals that were done by Countrywide/KB Home Loans on homes that were being sold in Arizona by KB Homes. The reviews have found a number of irregularities, such as that the appraisers overlooked sales that were more similar in size and closer geographically in favor of homes of dissimilar sizes that were much farther away (10 miles in one case).

The homeowners whose appraisals we reviewed are now the plaintiffs in a $2.8 billion class action lawsuit filed against Countrywide KB and its appraisal firm Landsafe. Another countrywide KB lawsuit includes a former regional vice president and manager claiming wrongful termination after he reported fraudulent lending practices to superiors and refused to approve mortgages for unqualified applicants. Among other things, he alleges “being strongly encouraged to inflate homes’ appraised values by as much as 6 percent” resulting in buyers owing more than their home was worth.

We believe that similar claims may exist against other homebuilders.

Disguised Second Mortgages

Many homebuyers report not knowing that they received a second mortgage until they closed on their new homes. These second mortgages were described as home equity lines of credit (HELOCs). However, the HELOCs were in fact second mortgages: they were for the balance of the purchase price and were fully drawn down at closing. Homebuyers weren’t told the monthly payment, as is required for closed-end second mortgages under the Truth in Lending Act (though open-ended HELOCs are exempt). These seconds also contained adjustable interest rates that could go up to 18% and had interest only payments.

False Promises of Refinancing

The builders and their mortgage lenders routinely misrepresented to the homebuyers that they would be able to refinance and therefore shouldn’t worry about the adjustable rates or high rate second mortgages. However, homes experienced such dramatic decreases in value that refinancing was virtually impossible.

Large Increases in Monthly Escrow Payments

Almost every new home has an enormous increase in property taxes the second year due to the fact that the first year’s taxes were based on only the lot and not on the home. This is a fact that was clearly known by the builders and their mortgage companies, but not by the buyers – buyers whose affordability was already stretched so far that the lenders gave them interest-only ARMs and second mortgages with balloon payments to qualify them for the purchase. The property tax increases were substantial and created hardships for many buyers.

We ask that you investigate the practices outlined in this complaint to secure relief for these homeowners and to bring about needed reform in this industry. Please let us know if you have any questions or if we can provide any additional information or assistance.