Exhibit 10.60
  
 SERVICES AGREEMENT
 by and among
 TRIAD GUARANTY INC.,
 TRIAD GUARANTY INSURANCE CORPORATION
 and
 ESSENT GUARANTY, INC.
 
 December 1, 2009




---



##### 



Table of Contents
 PageARTICLE I DEFINITIONS
    
    
    1ARTICLE II SERVICES
    
    
    102.1. Description of Services
    
    
    102.2. Special Services
    
    
    132.3. Service Administration
    
    
    152.4. Payment for Services By Affiliates and Third Party Vendors
    
    
    152.5. Performance by Company
    
    
    152.6. Cooperation of Triad
    
    
    152.7. Services Not to Be Withheld
    
    
    162.8. Reduction or Early Termination of Technology Development
Services
    
    
    162.9. Services at Triads Option
    
    
    172.10. Obligations of Triad
    
    
    172.11. Compliance with Legal Requirements
    
    
    182.12. No Additional Resources
    
    
    182.13. General Savings Clause
    
    
    19ARTICLE III SCOPE OF SERVICES; CHANGE PROCESS
    
    
    193.1. General Scope
    
    
    193.2. Maintenance Windows
    
    
    203.3. Changes in Scope
    
    
    20ARTICLE IV LICENSE GRANTS
    
    
    214.1. License Grant
    
    
    214.2. Subcontractors
    
    
    224.3. Escrow
    
    
    224.4. No Waiver
    
    
    24ARTICLE V FEES AND PAYMENT FOR SERVICES
    
    
    245.1. Service Fees
    
    
    245.2. Ongoing Maintenance Fees and Support Services Charges
    
    
    255.3. Allocation of Charges
    
    
    255.4. Adjustments to Annual Services Costs
    
    
    255.5. Invoices and Payment
    
    
    265.6. Invoices
    
    
    265.7. Tax Matters
    
    
    26ARTICLE VI SERVICE LEVEL STANDARDS; COMMITMENTS
    
    
    276.1. General
    
    
    276.2. Uptime
    
    
    276.3. Failure to Meet Service Levels; Categorization of Service Level
Failures
    
    
    29
 i




---



##### 



Page6.4. Service Credit Limits; Carry-Forward
    
    
    316.5. Service Grace Period
    
    
    326.6. Failure to Resolve Failure
    
    
    326.7. Reporting
    
    
    326.8. Audit Review Rights
    
    
    336.9. Customer Service Business Review Rights
    
    
    33ARTICLE VII PERSONNEL; SECURITY
    
    
    337.1. Personnel
    
    
    337.2. Policies and Procedures
    
    
    347.3. Resources
    
    
    347.4. On-Site Performance Obligations
    
    
    347.5. Mutual Performance Obligations
    
    
    357.6. Suspected Breaches
    
    
    357.7. IT Security Penetration Audits and Analysis
    
    
    367.8. Training
    
    
    36ARTICLE VIII SUBCONTRACTORS
    
    
    378.1. Subcontractors
    
    
    378.2. Subcontractor Payments
    
    
    37ARTICLE IX TERM
    
    
    379.1. Term
    
    
    37ARTICLE X TERMINATION; EFFECT OF TERMINATION
    
    
    3710.1. Termination of Agreement
    
    
    3810.2. Effect of Termination
    
    
    3810.3. Transfer Assistance
    
    
    3910.4. Equitable Remedies
    
    
    4110.5. Survival
    
    
    41ARTICLE XI INDEMNIFICATION; LIMITATION OF REMEDIES
    
    
    4111.1. Indemnification of Company by Triad
    
    
    4111.2. Indemnification of Triad
    
    
    4111.3. Defense of Claims
    
    
    4111.4. Mitigation
    
    
    4311.5. LIMITATION OF REMEDIES; DISCLAIMER OF
CONSEQUENTIAL DAMAGES
    
    
    43ARTICLE XII RECORDS; ACCESS
    
    
    4312.1. Records
    
    
    4312.2. Access to Books, Records, Personnel
    
    
    44ARTICLE XIII GOVERNANCE AND DISPUTE RESOLUTION
    
    
    4413.1. Steering Committee
    
    
    4413.2. General Communications Regarding Services
    
    
    4413.3. Initial Resolution of Disputes
    
    
    45
 ii




---



##### 



Page13.4. Escalation
    
    
    4513.5. Arbitration
    
    
    46ARTICLE XIV INSURANCE
    
    
    4714.1. Coverage
    
    
    4714.2. Rating
    
    
    4714.3. Subrogation
    
    
    4714.4. Indemnification
    
    
    47ARTICLE XV MISCELLANEOUS
    
    
    4815.1. Notices
    
    
    4815.2. Assignments, Successors and No Third Party Rights
    
    
    4915.3. Force Majeure
    
    
    4915.4. Amendments and Waivers
    
    
    4915.5. Headings and Captions
    
    
    5015.6. Entire Agreement
    
    
    5015.7. Counterparts; Facsimile
    
    
    5015.8. Governing Law
    
    
    5015.9. Further Assurances
    
    
    5015.10. Severability
    
    
    5115.11. Independent Contractor
    
    
    5115.12. Confidentiality
    
    
    51
 
 
 iii




---



##### 



SERVICES AGREEMENT
 Agreement Effective Date TGI TGIC Triad Company
 RECITALS
 Purchase Agreement Technology Escrow Agreement Transaction
Agreements Transaction
  Party Parties
  ARTICLE I
DEFINITIONS
  Affiliate Control
 1




---



##### 



Agreement
 Annual Service Cost
 Annual Technology Development Cost
 Applicable Law
 Base Services
 Broad Failure
 Business Hours
 Change Order
 Chronic Failure
 Claim
 2




---



##### 



Claim Notice
 Closing
 Closing Date
 Committee
 Company
 Company Indemnified Parties
 Company Intellectual Property .
 Company Personnel
 Company
Third Party
 Confidential Information
 Core Applications
 Corrective Orders
 CPI
 Customer Services
 Customer Services Manual
 Department
 3




---



##### 



Disaster Recovery Manual
 Disaster Recovery Services
 Discretionary Development
 Dispute
 Documentation
 Effective Date
 Equipment
 Escrow Agent
 Escrow Release Notice
 Escrowed Material
 Exempt Services other than
 Exhibits
 Exit Plan
 Extension Term
 Failure
 4




---



##### 



Force Majeure Event
 Frequent Service e.g.
 FTE Rate
 Fundamental Transaction
 Governmental Body
 Guarantee
 Help Desk
 Incremental Costs
 Indemnified Party
 Indemnifying Party
 Information and Maintenance Services
 5




---



##### 



Infrequent Service
 Initial Escrowed Material
 Initial Term
 Intellectual Property
 Intellectual Property Rights
 JAMS
 Latent Condition
 Level 1 Contact
 Level 2 Contact
 Liability
 License Agreement
 Licensed Software
 Licensed Technology
 6




---



##### 



Long-Term Failure
 Losses
 Monthly Customer Services Meetings
 Monthly Policies in Force
 Notice Effective Date
 Notice of Early Termination or Reduction
 Notices
 Party Parties
 Penalty Months
 Periodic Snapshot
 Person
 Personally Identifiable Information
 Policy
 Proceeding
 Project
 Project List
 Purchase Agreement
 Purchased Assets
 Quarterly Service Review
 Reference Period
 7




---



##### 



Release Event
 Required Developments
 Schedules
 Security Breach
 Senior Executive Officers
 Service Credits
 Service Fees
 Service Grace Period
 Service Level Standards
 Service Modification
 Services
 Severity 1 Failure
 Severity 2 Failure
 Severity 3 Failure
 Single Points of Contact
 Special Services
 8




---



##### 



Tax
 Tax Indemnified Parties
 Technology Development Services
 Technology Escrow
 Technology Escrow Agreement
 Term
 TGI
 TGIC
 Third Party
 Third Party Applications and Licenses
 Third-Party Claim
 Third-Party Vendor Costs
 Transaction
 Transaction Agreements
 9




---



##### 



Transfer Assistance Services
 Transferred Employee
 Triad Triad
 Triad Confidential Information
 Triad Indemnified Parties
 Triad Personnel
 Triad Technology Platform
 Tribunal
 Uptime Measurement Period
 Uptime Percentage
 Work Order
 ARTICLE II
SERVICES
 Description of Services
 Information and Maintenance Services Customer Services Technology Development
Services Base
Services
  10




---



##### 



and
   provided
  Disaster Recovery Services. Disaster Recovery Services
 11




---



##### 



provided
 provided
  12




---



##### 



Special Services
 Required Developments
 13




---



##### 



provided FTE Rate
 Discretionary Development Work
Order
   14




---



##### 



Project Project List
 Service Administration
 Payment for Services By Affiliates and Third Party Vendors
 Performance by Company
 Cooperation of Triad e.g.
 15




---



##### 



Services Not to Be Withheld
 Reduction or Early Termination of Technology Development Services Notice of Early Termination or Reduction th Notice Effective Date
 16




---



##### 



Services at Triads Option
 Obligations of Triad.
      17




---



##### 



Compliance with Legal Requirements
 No Additional Resources
    18




---



##### 



General Savings Clause
 ARTICLE III
SCOPE OF SERVICES; CHANGE PROCESS
 General Scope
 19




---



##### 



Maintenance Windows
 Changes in Scope
  Service Modification Change Order
 20




---



##### 



ARTICLE IV
LICENSE GRANTS
 License Grant i.e. i.e.
 21




---



##### 



Subcontractors
 Escrow
 Technology
Escrow Documentation Initial Escrowed Material
 th
 22




---



##### 



Periodic Snapshot Escrowed Material
  License Agreement
  23




---



##### 



No Waiver
 ARTICLE V
FEES AND PAYMENT FOR SERVICES
 Service Fees Service Fees
 Base Services Other than Technology Development Services
 Technology Development Services
  24




---



##### 



Ongoing Maintenance Fees and Support Services Charges
 Allocation of Charges e.g.
 Adjustments to Annual Services Costs
 25




---



##### 



Invoices and Payment
    Invoices
 Tax Matters Tax Indemnified Parties
 26




---



##### 



ARTICLE VI
SERVICE LEVEL STANDARDS; COMMITMENTS
 General Business Hours provided Help Desk Service Level Standards
 Uptime Uptime Percentage
  Core Application
    
    Target Uptime PercentageMINT
    
    99%TAXI servicing
    
    99%E-mail
    
    99%EZ Scan-QA
    
    The lesser of (x) 98.5% or (y)
the daily arithmetic average
Uptime Percentage during the
Service Grace PeriodIntranet access
    
    The lesser of (x) 98.5% or (y)
the daily arithmetic average
Uptime Percentage during the
Service Grace PeriodInternet access
    
    The lesser of (x) 98.5% or (y)
the daily arithmetic average
Uptime Percentage during the
Service Grace Period
 27




---



##### 



Uptime Measurement Period less
    28




---



##### 



Difference between ActualUptime Percentage andTarget Uptime Percentage
    
    Service Credits£  100 basis points
    
    0.5%£  200 basis points >100 basis points
    
    1%£  300 basis points >200 basis points
    
    2%£  400 basis points >300 basis points
    
    3.5%£  500 basis points >400 basis points
    
    5.%>500 basis points
    
    Additional 1.5% for each additional 100
basis points
 Service Credits
 Failure to Meet Service Levels; Categorization of Service Level Failures
 except
 29




---



##### 



Frequency of Severity Level 1 Failures
    
    Service Credits as a(# times per Calendar Month;
    
    Percentage of Monthlymeasured in the aggregate)
    
    Service Fees1
    
    1.5%2
    
    3.0%3
    
    5.0%4
    
    8%Each additional Failure
    
    an additional 3% per failure
 Penalty Month Penalty Months
 Service Credits asa Percentage ofMonthly ServicePenalty Months
    
    Fees1st Penalty Month
    
    
    1
    %2nd Penalty Month
    
    
    2
    %3rd Penalty Month
    
    
    3
    %4th and 5th Penalty Months
    
    
    5
    %3 6th Penalty Month
    
    
    10
    %
  Broad Failure
 Chronic Failure
 30




---



##### 



Long-Term Failure
   Service Credit Limits; Carry-Forward
 31




---



##### 



provided
 Service Grace Period Service Grace Period provided
 Failure to Resolve Failure
 Reporting
 32




---



##### 



Audit Review Rights
 Customer Service Business Review Rights Monthly Customer Service Meetings Quarterly Service
Review
 ARTICLE VII
PERSONNEL; SECURITY
 Personnel provided
 33




---



##### 



Policies and Procedures
 Resources
 On-Site Performance Obligations
     34




---



##### 



Mutual Performance Obligations
    Suspected Breaches Security Breach
 35




---



##### 



IT Security Penetration Audits and Analysis
 Training
 36




---



##### 



ARTICLE VIII
SUBCONTRACTORS
 Subcontractors
 Subcontractor Payments Company Third Parties
 ARTICLE IX
TERM
  th Initial Term Extension Term Term th
 Fundamental Transaction
 ARTICLE X
TERMINATION; EFFECT OF TERMINATION
 37




---



##### 



Termination of Agreement
  th
      Effect of Termination
    38




---



##### 



Transfer Assistance
 Exit Plan Transfer Assistance Services provided
    39




---



##### 



including excluding
   provided
 40




---



##### 



Equitable Remedies
 Survival Termination; Effect of
Termination Indemnification Records;
Access Governance and Dispute Resolution Insurance Miscellaneous
 ARTICLE XI
INDEMNIFICATION; LIMITATION OF REMEDIES
 Indemnification of Company by Triad Company Indemnified Parties
 Indemnification of Triad Triad Indemnified Parties
 Defense of Claims Claim Indemnified Party Claim Notice Indemnifying Party
 41




---



##### 



42




---



##### 



Mitigation
 LIMITATION OF REMEDIES; DISCLAIMER OF CONSEQUENTIAL DAMAGES
 ARTICLE XII
RECORDS; ACCESS
 Records
 43




---



##### 



Access to Books, Records, Personnel
 ARTICLE XIII
GOVERNANCE AND DISPUTE RESOLUTION
 Steering Committee Committee
   General Communications Regarding Services Level 1 Contact
 44




---



##### 



Level 2 Contact
 Initial Resolution of Disputes Dispute
 Escalation
 45




---



##### 



Arbitration
 Tribunal
    46




---



##### 



Accrual of Service Credits During Any Dispute provided
 ARTICLE XIV
INSURANCE
 Coverage
 Rating
 Subrogation
 Indemnification
 47




---



##### 



ARTICLE XV
MISCELLANEOUS
 Notices
  
  
  
  
 48




---



##### 



Assignments, Successors and No Third Party Rights
 Force Majeure Force Majeure Event
 Amendments and Waivers
 49




---



##### 



Headings and Captions
 Entire Agreement
 Counterparts; Facsimile
 Governing Law
 Further Assurances
 50




---



##### 



Severability
 Independent Contractor
 Confidentiality Confidential
Information
 Obligations
 Exclusions
 51




---



##### 



Ownership
 Loss of or Unauthorized Access to Confidential Information
 Limitation
 [signature pages follow]
 52




---



##### 



TRIAD GUARANTY INC.By:
    /s/ Kenneth W. JonesKenneth W. JonesPresident and CEOTRIAD GUARANTY INSURANCE CORPORATIONBy:
    /s/ Kenneth W. JonesKenneth W. JonesPresident and CEOESSENT GUARANTY, INC.By:
    /s/ Mark A. CasaleMark A. CasalePresident and CEO [SIGNATURE PAGE TO SERVICES AGREEMENT]