10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2011

OR

o          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from              to

Commission file number 001-13585

CoreLogic, Inc.

(Exact name of registrant as specified in its charter)

Delaware	95-1068610
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

4 First American Way, Santa Ana, California	92707-5913
(Address of principal executive offices)	(Zip Code)

(714) 250-6400

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x   No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x     No  o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x		Accelerated filer	o
Non-accelerated filer   o	(Do not check if a smaller reporting company)	Smaller reporting  company	o

1

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o    No   x

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports to be filed by Section 12,13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.    Yes  o    No   o

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

On April 28, 2011 there were 109,155,731 shares of common stock outstanding.

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CoreLogic, Inc.

INFORMATION INCLUDED IN REPORT

Part  I:	Financial Information	4
Item 1.	Financial Statements (unaudited)	4
	A. Condensed Consolidated Balance Sheets as of March 31, 2011 and December 31, 2010	4
	B. Condensed Consolidated Statements of Income for the three months ended March 31, 2011 and 2010	5
	C. Condensed Consolidated Statements of Comprehensive Income for the three months ended March 31, 2011 and 2010	6
	D. Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010	7-8
	E. Condensed Consolidated Statement of Equity for the three months ended March 31, 2011	9
	F. Notes to Condensed Consolidated Financial Statements	10
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	39
Item 4.	Controls and Procedures	40
Part II:	Other Information	40
Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	40
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	41
Item 5.	Other Information	42
Item 6.	Exhibits	42

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PART I: FINANCIAL INFORMATION

Item 1.  Financial Statements.

CoreLogic, Inc.

Condensed Consolidated Balance Sheets (unaudited)

	March 31,		December 31,
(in thousands, except per share value)	2011		2010
Assets
Current assets:
Cash and cash equivalents	$	149,713	$	447,145
Restricted cash		21,095		21,095
Accounts receivable (less allowance for doubtful accounts of $22,540 and $27,512 in 2011 and 2010, respectively)		223,226		217,351
Prepaid expenses and other current assets		53,478		44,543
Income tax receivable, net		2,199		30,587
Deferred tax assets, current		19,835		19,835
Marketable securities		21,583		75,221
Due from First American Financial Corporation (“FAFC”), net		880		—
Total current assets		492,009		855,777
Property and equipment, net		227,390		211,450
Goodwill		1,475,120		1,444,993
Other identifiable intangible assets, net		143,866		132,689
Capitalized data and database costs, net		212,964		211,331
Investment in affiliates		185,143		165,709
Deferred income tax assets, long-term		32,631		17,000
Other assets		168,747		180,883
Total assets	$	2,937,870	$	3,219,832
Liabilities and Equity
Current liabilities:
Accounts payable and accrued expenses	$	153,497	$	137,578
Accrued salaries and benefits		76,557		81,949
Deferred revenue, current		225,342		186,558
Mandatorily redeemable noncontrolling interests		—		72,000
Current portion of long-term debt		37,981		233,452
Due to FAFC, net		—		18,097
Total current liabilities		493,377		729,634
Long-term debt, net of current portion		486,207		487,437
Deferred revenue, net of current portion		318,530		350,827
Deferred income tax liabilities		995		994
Other liabilities		105,039		104,245
Total liabilities		1,404,148		1,673,137
Equity:
CoreLogic, Inc.’s (CLGX) stockholders’ equity:
Preferred stock, $0.00001 par value; 500 shares authorized, no shares issued or outstanding		—		—
Common stock, $0.00001 par value; 177,531 and 178,363 shares authorized; 114,969 and 115,499 shares issued and outstanding as of March 31, 2011 and December 31, 2010, respectively		1		1
Additional paid-in capital		1,207,347		1,229,806
Retained earnings		321,846		298,590
Accumulated other comprehensive income		1,846		15,943
Total CLGX’s stockholders’ equity		1,531,040		1,544,340
Noncontrolling interests		2,682		2,355
Total equity		1,533,722		1,546,695
Total liabilities and equity	$	2,937,870	$	3,219,832

See notes to condensed consolidated financial statements.

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CoreLogic, Inc.

 Condensed Consolidated Statements of Income

(unaudited)

	For the Three Months Ended
	March 31,
(in thousands, except per share amounts)	2011			2010
Operating revenue	$	403,994		$	397,868
External cost of revenue		124,274			125,814
Salaries and benefits		153,069			153,507
Other operating expenses		72,075			74,013
Depreciation and amortization		25,211			25,971
Total operating expenses		374,629			379,305
Income from operations		29,365			18,563
Interest (expense) income:
Interest income		1,969			1,340
Interest expense		(9,556	)		(7,243	)
Total interest (expense), net		(7,587	)		(5,903	)
Gain on investment and other income		30,860			2,789
Income from continuing operations before equity in earnings of affiliates and income taxes		52,638			15,449
Provision for income taxes		34,899			2,912
Income from continuing operations before equity in earnings of affiliates		17,739			12,537
Equity in earnings of affiliates, net of tax		6,334			7,523
Income from continuing operations		24,073			20,060
Income from discontinued operations, net of tax		—			18,579
Net income		24,073			38,639
Less: Net income attributable to noncontrolling interests		817			9,222
Net income attributable to CLGX	$	23,256		$	29,417
Amounts attributable to CLGX stockholders:
Income from continuing operations	$	23,256		$	10,838
Income from discontinued operations, net of tax		—			18,579
Net income	$	23,256		$	29,417
Basic income per share:
Income from continuing operations attributable to CLGX stockholders	$	0.20		$	0.10
Income from discontinued operations attributable to CLGX stockholders, net of tax		—			0.18
Net income attributable to CLGX	$	0.20		$	0.28
Diluted income per share:
Income from continuing operations attributable to CLGX stockholders	$	0.20		$	0.10
Income from discontinued operations attributable to CLGX stockholders, net of tax		—			0.18
Net income attributable to CLGX	$	0.20		$	0.28
Weighted-average common shares outstanding:
Basic		115,545			103,474
Diluted		116,306			104,752

See notes to condensed consolidated financial statements.

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CoreLogic, Inc.

 Condensed Consolidated Statements of Comprehensive Income

(unaudited)

	For the Three Months Ended
	March 31,
(in thousands)	2011			2010
Net income attributable to CLGX	$	23,256		$	29,417
Other comprehensive income (loss), net of tax:
Unrealized loss on securities		(365	)		(2,658	)
Unrealized gain on interest rate swap		837			—
Foreign currency translation adjustments		268			(761	)
Supplemental benefit plans adjustment		(61	)		(236	)
Reclassification of unrealized gain on marketable equity security upon sale of related investment, net of tax		(14,776	)		—
Total other comprehensive loss, net of tax		(14,097	)		(3,655	)
Comprehensive income		9,159			25,762
Less:  Comprehensive loss attributable to the noncontrolling interests		—			(12	)
Comprehensive income attributable to CLGX	$	9,159		$	25,774

See notes to condensed consolidated financial statements.

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CoreLogic, Inc.

Condensed Consolidated Statements of Cash Flows

(unaudited)

	For the Three Months Ended
	March 31,
(in thousands)	2011			2010
Cash flows from operating activities:
Net income	$	24,073		$	38,639
Income from discontinued operations		—			18,579
Income from continuing operations	$	24,073		$	20,060
Adjustments to reconcile (loss) income from continuing operations to net cash provided by operating activities:
Depreciation and amortization		25,211			25,971
Provision for bad debt and claim losses		5,588			5,627
Stock-based compensation		3,138			6,465
Equity in earnings of affiliates, net of taxes		(6,334	)		(7,523	)
Deferred income tax		14,050			1
Net realized investment gains		(30,860	)		(2,789	)
Change in operating assets and liabilities:
Accounts receivable		(2,670	)		2,832
Prepaid expenses and other assets		(5,622	)		(4,089	)
Accounts payable and accrued expenses		630			(21,829	)
Deferred income		(12,612	)		(13,253	)
Due to FAFC		(18,977	)		3,426
Income tax accounts		23,036			41,209
Dividends received from investments in affiliates		12,127			8,707
Other assets and other liabilities		(8,145	)		(11,037	)
Net cash provided by operating activities - continuing operations		22,633			53,778
Net cash used in operating activities - discontinued operations		—			(60,322	)
Total cash provided by (used in) operating activities	$	22,633		$	(6,544	)
Cash flows from investing activities:
Purchase of redeemable noncontrolling interests		(72,000	)		(72,000	)
Purchase of subsidiary shares from and other decreases in noncontrolling interests		—			(2,067	)
Purchases of capitalized data		(6,298	)		(5,949	)
Purchases of property and equipment		(11,210	)		(21,052	)
Cash paid for acquisitions, net of cash acquired		(27,397	)		—
Purchases of investments in affiliates		(26,033	)		—
Purchases of investments		(2,716	)		—
Proceeds from maturities of debt securities		—			2,360
Proceeds from sale of investments		53,847			25,389
Net cash used in investing activities - continuing operations		(91,807	)		(73,319	)
Net cash used in investing activities - discontinued operations		—			(158,298	)
Total cash used in investing activities	$	(91,807	)	$	(231,617	)
Cash flows from financing activities:
Proceeds from long-term debt		—			596
Repayment of long-term debt		(211,320	)		(19,874	)
Proceeds from issuance of stock related to stock options and employee benefit plans		2,217			3,977
Share repurchase		(15,082	)		—
Distribution to noncontrolling interests		(4,290	)		(5,119	)
Cash dividends		—			(22,846	)
Tax benefit related to stock options		217			1,520
Net cash used in financing activities - continuing operations		(228,258	)		(41,746	)
Net cash provided by financing activities - discontinued operations		—			21,391
Total cash used in financing activities	$	(228,258	)	$	(20,355	)
Net decrease in cash and cash equivalents		(297,432	)		(258,516	)
Cash and cash equivalents at beginning of period		447,145			467,510
Change in cash and cash equivalents - discontinued operations		—			130,718
Cash and cash equivalents at end of period	$	149,713		$	339,712

See notes to condensed consolidated financial statements.

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CoreLogic, Inc.

Condensed Consolidated Statements of Cash Flows (continued)

(unaudited)

	For the Three Months Ended
	March 31,
(in thousands)	2011			2010
Supplemental disclosures of cash flow information:
Cash paid for interest	$	7,849		$	4,210
Cash paid income taxes	$	2,994		$	3,451
Cash refunds received income taxes	$	5,986		$	28,000
Non-cash financing activities:
Adjustment of carrying value of mandatorily redeemable noncontrolling interest	$	(3,800	)	$	5,154
Non-cash investing activities:
Note payable issued for the acquisition of investment in affiliate	$	12,700		$	—

See notes to condensed consolidated financial statements.

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CoreLogic, Inc.

Condensed Consolidated Statement of Equity

(unaudited)

											Accumulated
	Common			Common		Additional					Other
	Stock			Stock		Paid-in			Retained		Comprehensive			Noncontrolling
(in thousands)	Shares			Amount		Capital			Earnings		(Loss) Income			Interests (1)		Total
Balance at December 31, 2010		115,499		$	1	$	1,229,806		$	298,590	$	15,943		$	2,355	$	1,546,695
Net income for the three months ended March 31, 2011		—			—		—			23,256		—			327		23,583
Shares issued in connection with share-based compensation		302			—		2,217			—		—			—		2,217
Share-based compensation		—			—		3,138			—		—			—		3,138
Share repurchase		(832	)		—		(15,082	)		—		—			—		(15,082	)
Adjust redeemable noncontrolling interests to redemption value		—			—		(3,800	)		—		—			—		(3,800	)
Income tax indemnification adjustment related to Spin-off distribution of FAFC		—			—		(8,932	)		—		—			—		(8,932	)
Other comprehensive income		—			—		—			—		(14,097	)		—		(14,097	)
Balance at March 31, 2011		114,969		$	1	$	1,207,347		$	321,846	$	1,846		$	2,682	$	1,533,722

(1)           Excludes amounts related to mandatorily redeemable noncontrolling interests included in current liabilities of the Company’s condensed consolidated balance sheet at December 31, 2010, which were redeemed in the first quarter of 2011. See Note 12- Redeemable Noncontrolling Interests to the condensed consolidated financial statements for a discussion of redeemable noncontrolling interests.

See notes to condensed consolidated financial statements.

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Note 1 – Basis of Condensed Consolidated Financial Statements.

Our condensed consolidated financial information included in this report has been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Securities and Exchange Commission (“SEC”) Form 10-Q and Article 10 of SEC Regulation S-X. The preparation of financial statements in conformity with GAAP requires us to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying notes.  Actual amounts may differ from these estimated amounts. The principles for interim financial information do not require the inclusion of all the information and footnotes required by GAAP for complete financial statements. Therefore, these financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2010.  

The condensed consolidated financial statements included herein are unaudited; however, in the opinion of management, they contain all normal recurring adjustments necessary for a fair statement of the consolidated results for the interim periods. Certain prior year amounts have been classified to conform to the current year presentation. The year-end condensed consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by GAAP.

Spin-off Transaction

On June 1, 2010, The First American Corporation (“FAC”) completed a transaction (the “Separation”) by which it separated into two independent, publicly traded companies through a distribution (the “Distribution”) of all of the outstanding shares of its subsidiary, First American Financial Corporation (“FAFC”), to the holders of FAC’s common shares, par value $1.00 per share, as of May 26, 2010. After the Distribution, FAFC owned the businesses that comprised FAC’s financial services businesses immediately prior to the Separation and FAC retained its information solutions businesses.

On May 18, 2010, the shareholders of FAC approved a separate transaction pursuant to which FAC changed its place of incorporation from California to Delaware (the “Reincorporation”). The Reincorporation became effective June 1, 2010. To effect the Reincorporation, FAC and CoreLogic, Inc., which was a wholly-owned subsidiary of FAC incorporated in Delaware, entered into an agreement and plan of merger (the “Merger Agreement”). Pursuant to the Merger Agreement, FAC merged with and into CoreLogic, Inc., with CoreLogic, Inc. continuing as the surviving corporation. Concurrent with the Separation, FAC changed its trading symbol to CLGX.  For purposes of this report, “CoreLogic,” the “Company,” “we,” “our,” “us” or similar references mean CoreLogic, Inc. and our consolidated subsidiaries.

To effect the Separation, the Company and FAFC entered into a Separation and Distribution Agreement (the “Separation and Distribution Agreement”) that governs the rights and obligations of the Company and FAFC regarding the Distribution. It also governs the on-going relationship between the Company and FAFC subsequent to the completion of the Separation and provides for the allocation between the Company and FAFC of FAC’s assets and liabilities. In connection with the Separation, the Company and FAFC also entered into a Tax Sharing Agreement as described in Note 7 – Income Taxes.  The Company and FAFC also entered into a Restrictive Covenants Agreement pursuant to which FAFC is restricted in certain respects from competing with the Company in our tax services business within the United States for a period of ten years from the date of the Separation.  In addition, CoreLogic issued a promissory note to FAFC in the principal amount of $19.9 million relating to certain pension liabilities.

While we are a party to the Separation and Distribution Agreement and various other agreements relating to the Separation, we have determined that we have no material continuing involvement in the operations of FAFC.  As a result of the Separation, the FAFC businesses are reflected in our condensed consolidated financial statements as discontinued operations in 2010.  See Note 14 – Discontinued Operations for additional disclosures.

As part of the Separation, we are responsible for a portion of FAFC’s contingent and other corporate liabilities.  There were no amounts recorded for FAFC liabilities at March 31, 2011.

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As part of the Distribution, on May 26, 2010 we issued to FAFC approximately $250.0 million of common stock, or 12,933,265 shares. Based on the closing price of our stock on June 1, 2010, the value of the equity issued to FAFC was $242.6 million.  As a result, we made a cash payment to FAFC of $7.4 million to arrive at the full value of $250.0 million.  FAFC has agreed to dispose of the shares within five years after the Separation or to bear any adverse tax consequences arising out of holding the shares for longer than that period. On April 11, 2011, we purchased four million shares of our common stock from a wholly-owned subsidiary of FAFC for total consideration of $75.8 million based on a spot market price of our common stock on April 5, 2011 of $18.95 per share.  The price per share was agreed upon by the parties during the trading day on April 5, 2011.  See further discussion at Note15 – Transactions with FAFC and Note – 17 Subsequent Events.

GAAP requires that we include all of the corporate costs of FAC up to the Separation date in our income statement.  For the three-month period ended March 31, 2010, those net expenses totaled approximately $31.9 million.

In April 2010, we exercised our call option related to Experian Information Solutions Inc.’s ownership interest in the CoreLogic Real Estate Solutions, LLC (formerly First American Real Estate Solutions, LLC) joint venture. We completed the $313.8 million cash buy-out of the noncontrolling interest on December 31, 2010.  We made a final profit distribution of $4.2 million and a tax distribution (based on the fourth quarter of 2010 profitability of the joint venture) of $0.1 million in the first quarter of 2011.

In March 2010, we entered into an agreement to acquire the 18% redeemable noncontrolling interest in CoreLogic Information Solutions Holdings, Inc. (formerly First American CoreLogic Holdings, Inc.). On March 29, 2010, we acquired half of the noncontrolling interests (approximately 9% of the total outstanding noncontrolling interests) in exchange for a cash payment of $72.0 million and agreed to acquire the remaining half of the noncontrolling interests in 2011 in exchange for additional consideration of $72.0 million. In February 2011, we agreed to pay all of the additional consideration in cash and we closed the transaction.

On December 22, 2010, the Company and STG-Fairway Holdings, LLC (the “Purchaser”), which is owned by affiliates of Symphony Technology Group, entered into a Purchase Agreement, pursuant to which we sold our employer and litigation services businesses to the Purchaser for all cash proceeds of $265.0 million. We have also agreed to provide certain transition services to the Purchaser for up to one year following the December 30, 2010 closing.  The businesses are reflected in our condensed consolidated financial statements as discontinued operations and the results of those businesses in the prior years have been reclassified to conform to the 2010 classification. See Note 14 – Discontinued Operations for additional disclosures.

In March 2011, we completed our acquisition of the remaining interest in Dorado Network Systems Corporation (“Dorado”), a provider of open-technology platforms to mortgage originators, for $31.6 million in cash. Dorado is included as a component of the default and technology services component of the business and information services segment.

In March 2011, we entered into a new settlement services joint venture with a top mortgage originator.  Our initial investment in the joint venture was $20.0 million and we also issued a note payable for an additional $15.0 million of consideration, which is non-interest bearing and discounted to $12.7 million.  See Note 2 – Investment in Affiliates.

During the first quarter of 2011, we disposed of our remaining investment in DealerTrack Holdings, Inc., a provider of software services to the automotive industry.  The sale of this investment, which was accounted for as a marketable equity security, generated a $24.9 million pre-tax gain in the first quarter of 2011.

In connection with the Separation, we reorganized our reportable segments into three reportable segments to be consistent with how we view and operate our businesses.  On December 30, 2010, we completed the sale of our employer and litigation services businesses and as a result we currently have two reportable segments.  During the first quarter of 2011, we changed the management oversight for our marketing services group and moved it from the corporate and eliminations group and into the specialty finance component of our data and analytics segment.  Prior period financial results have been recast to conform to this presentation.  See Note 16 – Segment Information.

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued updated guidance related to fair value measurements and disclosures, which requires a reporting entity to disclose separately, a reconciliation for fair value measurements using material unobservable inputs (Level 3) information about purchases, sales, issuances and settlements (that is, on a gross basis rather than one net number). The updated guidance is effective for interim or annual financial reporting periods beginning after December 15, 2010 and for interim periods within the fiscal year. Management does not expect the adoption of this standard will have a material impact on our condensed consolidated financial statements.

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In February 2010, the FASB issued updated guidance which amended the subsequent events disclosure requirements to eliminate the requirement for SEC filers to disclose the date through which it has evaluated subsequent events, clarify the period through which conduit bond obligors must evaluate subsequent events and refine the scope of the disclosure requirements for reissued financial statements. The updated guidance was effective upon issuance. Except for the disclosure requirements, the adoption of the guidance had no impact on our condensed consolidated financial statements.

In December 2010, the FASB issued updated guidance related to when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts.  The guidance amends the criteria for performing Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts and requires performing Step 2 if qualitative factors indicate that it is more likely than not that a goodwill impairment exists. The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

In December 2010, the FASB issued updated guidance which addresses diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

Note 2 – Investment in Affiliates.

We record equity in earnings of affiliates net of tax.  Income taxes included in equity in earnings of affiliates were $4.2 million for the first quarter of 2011 and $5.0 million for the first quarter of 2010, with the changes driven by changes in the profitability of the investments in affiliates.

One of our investments in affiliates is a joint venture that provides products and services used in connection with loan originations, in which our subsidiary owns a 50.1% interest. Based on the terms and conditions of the joint venture agreement, we do not have control of, or a majority voting interest in, the joint venture. Accordingly, this investment is accounted for under the equity method. Summarized financial information for this investment (assuming a 100% ownership interest) is as follows: 

	For the Three Months Ended
	March 31,
(in thousands)	2011		2010
Statement of operations
Net revenue	$	84,694	$	96,877
Expenses		67,467		73,417
Income before income taxes	$	17,227	$	23,460
Net income	$	17,078	$	23,314
CLGX equity in earnings of affiliate	$	8,556	$	11,680

In the first quarter of 2011, we acquired an interest in a joint venture for $35.0 million, consisting of an initial cash payment of $20.0 million and a deferred purchase price of $15.0 million payable in three installments of $5.0 million (due on the first, third, and fifth anniversaries of the initial close), which is non-interest bearing and discounted to $12.7 million. The purchase price of $35.0 million is in excess of our interest in the equity value of the joint venture and as a result we allocated $16.6 million of the excess purchase price to amortizable intangible assets and $14.2 million to goodwill. The balances are recorded as components of our investment in affiliates.

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Note 3 – Marketable Securities.

Debt securities are carried at fair value and consist primarily of investments in obligations of various corporations and mortgage-backed securities.  Equity securities are carried at fair value and consist primarily of investments in marketable common and preferred stock.  We classify our publicly traded debt and equity securities as available-for-sale and carry them at fair value with unrealized gains or losses classified as a component of accumulated other comprehensive income (loss).

In January 2011, we sold equity securities classified as available for sale with a carrying value of $51.3 million and a gross unrealized gain in other comprehensive income of $24.0 million ($14.8 million net of tax) at December 31, 2010 for gross proceeds of $51.9 million and a realized pre-tax gain of $24.9 million.  Sales of debt and equity securities resulted in a realized gain of $0.8 million for the three months ended March 31, 2010.

The cost and estimated fair value of investments in equity securities are as follow:

			Gross unrealized					Estimated
(in thousands)	Cost		Gains		Losses			Fair Value
March 31, 2011
Preferred stock	$	21,819	$	—	$	(236	)	$	21,583
	$	21,819	$	—	$	(236	)	$	21,583
December 31, 2010
Common stock		27,256		23,999		—			51,255
Preferred stock		21,873		302		—			22,175
	$	49,129	$	24,301	$	—		$	73,430

The amortized cost and estimated fair value of investments in debt securities are as follows:

	Amortized		Gross unrealized					Estimated
(in thousands)	Cost		Gains		Losses			Fair Value
December 31, 2010
Non-agency mortgage-backed and asset-backed securities	$	1,913	$	—	$	(122	)	$	1,791
	$	1,913	$	—	$	(122	)	$	1,791

Fair value measurement

We classify the fair value of our debt and equity securities using a three-level hierarchy for fair value measurements that distinguishes between assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs). The hierarchy level assigned to each security in our available-for-sale portfolio is based on our assessment of the transparency and reliability of the inputs used in the valuation of such instrument at the measurement date. The three hierarchy levels are defined as follows:

Level 1 – Valuations based on unadjusted quoted market prices in active markets for identical securities. The fair value of equity securities are classified as Level 1.

Level 2 – Valuations based on observable inputs (other than Level 1 prices), such as quoted prices for similar assets at the measurement date; quoted prices in markets that are not active; or other inputs that are observable, either directly or indirectly. The Level 2 category includes U.S. Treasury bonds, municipal bonds, foreign bonds, governmental agency bonds, governmental agency mortgage-backed and asset-backed securities and corporate debt securities, many of which are actively traded and have market prices that are readily verifiable.

Level 3 – Valuations based on inputs that are unobservable and material to the overall fair value measurement, and involve management judgment. The Level 3 category includes non-agency mortgage-backed and asset-backed securities which are currently not actively traded.

If the inputs used to measure fair value fall in different levels of the fair value hierarchy, a financial security’s hierarchy level is based upon the lowest level of input that is material to the fair value measurement.

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The following table presents our available-for-sale investments measured at fair value on a recurring basis as of March 31, 2011 and December 31, 2010, classified using the three-level hierarchy for fair value measurements:

	Estimated fair
	value as of
(in thousands)	March 31, 2011		Level 1		Level 2
Equity Securities:
Preferred stock	$	21,583	$	21,583	$	—
	$	21,583	$	21,583	$	—

	Estimated fair
	value as of
(in thousands)	December 31, 2010		Level 1		Level 2
Debt securities:
Non-agency mortgage-backed and asset-backed securities	$	1,791	$	—	$	1,791
		1,791		—		1,791
Equity Securities:
Common stock		51,255		51,255		—
Preferred stock		22,175		22,175		—
		73,430		73,430		—
	$	75,221	$	73,430	$	1,791

Note 4 – Goodwill.

A reconciliation of the changes in the carrying amount of goodwill and accumulated impairment losses, by reportable segment, for the three months ended March 31, 2011, is as follows:

	Business and
(in thousands)	Information Services			Data and Analytics			Consolidated
Balance at January 1, 2011
Goodwill	$	721,480		$	750,172		$	1,471,652
Accumulated impairment losses		(6,925	)		(19,734	)		(26,659	)
Goodwill	$	714,555		$	730,438		$	1,444,993
Impairment loss								—
Acquisitions, (disposals), and earnouts		29,998			—			29,998
Other/post acquisition adjustments		—			129			129
Balance at March 31, 2011:
Goodwill	$	751,478		$	750,301		$	1,501,779
Accumulated impairment losses		(6,925	)		(19,734	)		(26,659	)
Goodwill	$	744,553		$	730,567		$	1,475,120

After the Separation, our reporting units consisted of mortgage origination services, default and technology services, specialty finance solutions, risk and fraud analytics, employer services, litigation services and marketing services. After the sale of the employer and litigation services businesses, our reporting units, for purposes of applying the provisions of accounting guidance related to goodwill, are risk and fraud analytics, specialty finance solutions, mortgage origination services, default and technology services and marketing services.

In accordance with accounting guidance and consistent with prior year practice, our policy is to perform an annual goodwill impairment test for each reporting unit in the fourth quarter (using the September 30 valuation date), unless there is a triggering event. We have not performed an impairment analysis on any of our reporting units during the three months ended March 31, 2011 as no triggering events requiring such an analysis have occurred.  

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As of the date of our 2010 annual impairment review, the marketing services reporting unit included $123.3 million of goodwill. The fair value of this reporting unit under the income value approach was below the carrying value of the reporting unit’s book value by approximately 10% and the fair value under the market value approach exceeded the reporting unit’s book value by 11%. In assessing the realizability of goodwill, management considered the results of both analyses and weighed them accordingly given market conditions and expectations. Determining the fair value of a reporting unit is judgmental in nature and requires the use of significant estimates and assumptions, including revenue growth rates and operating margins, discount rates and future market conditions, among others. Key assumptions used to determine the fair value of the marketing services reporting unit in our 2010 annual testing were: (a) expected cash flow for the period from 2011 to 2019; (b) a discount rate of 18.5%, which was based on management’s best estimate of the after-tax weighted average cost of capital; and (c) a 25% control premium. It is reasonably possible that changes in the judgments, assumptions and estimates we made in assessing the fair value of our goodwill could cause these or other reporting units to become impaired. There were no other reporting units that management deemed to have a reasonable risk of material impairment charge at that time.

Note 5 – Other Identifiable Intangible Assets, net.

Other identifiable intangible assets consist of the following:

	March 31,			December 31,
(in thousands)	2011			2010
Customer lists	$	255,881		$	241,220
Noncompete agreements		15,332			15,332
Trade names		32,618			29,913
		303,831			286,465
Less accumulated amortization		(159,965	)		(153,776	)
Other identifiable intangible assets, net	$	143,866		$	132,689

Amortization expense for finite-lived intangible assets was $6.2 million for the three months ended March 31, 2011 and $6.6 million for the three months ended March 31, 2010.

Estimated amortization expense relating to finite-lived intangible asset balances as of March 31, 2011, is expected to be as follows for the next five years:

Customer lists and other intangible assets amortization
(in thousands)
Remainder of 2011		19,984
2012		25,666
2013		23,797
2014		16,284
2015		12,357
Thereafter		45,778
	$	143,866

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Note 6 – Long-Term Debt.

Our long-term debt consists of the following:

		March 31,		December 31,
(in thousands)		2011		2010
Acquisition related notes:
	Weighted average interest rate of 5.46% at March 31, 2011 and December 31, 2010, respectively, with maturities through 2013	$	39,195	$	44,624
	Non-interest bearing acquisition note due in $5 million installments March 2012, 2014 and 2016		12,700		—
Notes:
	5.7% senior debentures due August, 2014		1,175		1,175
	7.55% senior debentures due April, 2028		59,645		59,645
	8.5% deferrable interest subordinated notes due April, 2012		34,768		34,768
Bank debt:
	Revolving line of credit borrowings due July 2012, weighted average interest rate of 3.63%		—		200,000
	Term loan facility borrowings due April 2016, weighted average interest rate of 4.75%		347,375		348,250
Other debt:
	6.52% Promissory Note due to First American Financial Corporation (Note 15)		18,216		18,787
	Various interest rates with maturities through 2013		11,114		13,640
Total long-term debt			524,188		720,889
Less current portion of long-term debt			37,981		233,452
Long-term debt, net of current portion		$	486,207	$	487,437

Interest Rate Swaps

In October 2010, we entered into an amortizing interest rate swap transaction (the “Swaps”) that has a termination date of April 2016. The Swaps were for an initial notional balance of $348.3 million and amortize quarterly by $875,000 through April 12, 2016. Under the terms of the Swaps, we pay a fixed interest rate of 2.43% and the counterparties pay three-month LIBOR, subject to a 1.50% floor interest rate.

We have entered into the Swaps in order to convert all of our interest rate exposure on the term loan facility floating rate borrowings from variable to fixed. We have designated these interest rate swaps as cash flow hedges. The estimated fair value of these cash flow hedges resulted in an asset of $6.4 million and $5.2 million at March 31, 2011 and December 31, 2010, respectively, which is included in the accompanying condensed consolidated balance sheets as a component of other assets. The inputs used to determine the estimated fair value of the Swaps are Level 2-type measurements. We considered our counterparty’s risk when determining the fair value of our interest rate swaps.

For the three months ended March 31, 2011, $0.8 million of gain (net of $0.4 million in deferred taxes) was recognized in other comprehensive income related to the Swaps.

It is our policy to execute such instruments with creditworthy banks and not to enter into derivative financial instruments for speculative purposes. As of March 31, 2011, we believe our interest rate swap counterparties will be able to fulfill their obligations under our agreements, and we believe we will have debt outstanding through the various expiration dates of the Swaps such that the occurrence of future hedge cash flows remains probable.

Note 7 – Income Taxes.

The effective income tax rate (total income tax expense related to income from continuing operations as a percentage of income from continuing operations before income taxes) was 62.4% for the three months ended March 31, 2011, and 28.2% for the same period of the prior year. The change in the effective income tax rate is primarily attributable to the provision of income taxes on former partnership income that was attributable to noncontrolling interests for which no income taxes were provided in the quarter ended March 31, 2010, and the approximately $14.0 million reversal of deferred taxes related to our interest in Dorado when it was held as an equity method investment.  Effective January 1, 2011, income from the former partnership is wholly attributable to CoreLogic and income taxes are provided on all of the income generated in the first quarter of 2011. Income taxes included in equity in earnings of affiliates were $4.2 million for the three months ended March 31, 2011 and $5.0 million for the same period of the prior year.  For the purpose of segment reporting, these amounts are not reflected at the segment level but are recorded as a component of the corporate and elimination group in the equity in earnings in affiliates.

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As of March 31, 2011, the liability for income taxes associated with uncertain tax positions was $21.3 million. This liability can be reduced by $10.8 million of offsets for amounts subject to indemnification from FAFC under the Tax Sharing Agreement and $5.6 million in tax benefits from correlative effects of potential transfer pricing adjustments, state income taxes and timing adjustments. The net amount of $4.9 million, if recognized, would favorably affect our effective tax rate.

Our continuing practice is to recognize interest and penalties, if any, related to uncertain tax positions in tax expense. As of March 31, 2011, we had accrued $5.3 million of interest (net of tax benefit) and penalties related to uncertain tax positions. This liability can be reduced by $3.4 million of offsets subject to indemnification from FAFC under the Tax Sharing Agreement.

The Company or one of its subsidiaries files income tax returns in the U.S. federal jurisdiction, various state jurisdictions, and various non-U.S. jurisdictions. With few exceptions, we are no longer subject to U.S. federal, state, and non-U.S. income tax examinations by taxing authorities for years prior to 2005.

It is reasonably possible that the amount of the unrecognized benefit with respect to certain of our unrecognized tax positions could significantly increase or decrease within the next 12 months. These changes may be the result of items such as ongoing audits, competent authority proceedings related to transfer pricing, or the expiration of federal and state statutes of limitation for the assessment of taxes.

We entered into a Tax Sharing Agreement with FAFC in connection with the Separation. The Tax Sharing Agreement governs ours and FAFC’s respective rights, responsibilities and obligations after the Distribution with respect to taxes, including ordinary course of business taxes and taxes, if any, incurred as a result of any failure of the Distribution to qualify as a tax-free distribution for U.S. federal income tax purposes within the meaning of Section 355 of the Internal Revenue Code of 1986, as amended, and taxes incurred in connection with certain internal transactions undertaken in anticipation of the Separation.   Our rights, responsibilities and obligations under the Tax Sharing Agreement are discussed in our Annual Report on Form 10-K filed with the SEC on March 14, 2011.

Note 8 – Earnings Per Share.

	For the Three Months Ended
	March 31,
	2011		2010
(in thousands, except per share amounts)
Numerator for basic and diluted net income per share:
Income from continuing operations attributable to CLGX stockholders	$	23,256	$	10,838
Income from discontinued operations attributable to CLGX stockholders, net of tax		—		18,579
Numerator for basic and diluted net income per share	$	23,256	$	29,417
Denominator:
Weighted-average shares for basic earnings per share		115,545		103,474
Effect of dilutive securities:
Effect of stock options and restricted stock units		761		1,278
Denominator for diluted earnings per share		116,306		104,752
Earnings per share
Basic:
Income from continuing operations attributable to CLGX stockholders	$	0.20	$	0.10
Income from discontinued operations attributable to CLGX stockholders, net of tax		—		0.18
Net income attributable to CLGX	$	0.20	$	0.28
Diluted:
Income from continuing operations attributable to CLGX stockholders	$	0.20	$	0.10
Income from discontinued operations attributable to CLGX stockholders, net of tax		—		0.18
Net income attributable to CLGX	$	0.20	$	0.28

Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares available during the period. Diluted earnings per share reflects the effect of potentially dilutive securities, principally the incremental shares assumed issued under our stock incentive plans.

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For the three months ended March 31, 2011, 4.8 million stock options and restricted stock units were excluded from the computation of diluted earnings per share due to their antidilutive effect. For the three months ended March 31, 2010, 2.8 million stock options and restricted stock units were excluded from the computation of diluted earnings per share due to their antidilutive effect.

Note 9 – Fair Value of Financial Instruments.

GAAP requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practical to estimate that value. In the measurement of the fair value of certain financial instruments, other valuation techniques were utilized if quoted market prices were not available. These derived fair value estimates are materially affected by the assumptions used.

For specific financial assets and liabilities (cash and cash equivalents, restricted cash, accounts receivable, net, due from/to FAFC, net, accounts payable and accrued liabilities, accrued salaries and benefits, and mandatorily redeemable noncontrolling interests), we believe that the carrying value is a reasonable estimate of fair value due to the short-term nature of the instrument and or the basis of accounting required for such item.

In estimating the fair value of the other financial instruments presented, we used the following methods and assumptions:

Investments

The methodology for determining the fair value of debt and equity securities is discussed in Note 3- Marketable Securities to the condensed consolidated financial statements.

As other long-term investments, including investment in affiliates, are not publicly traded, reasonable estimate, by management of the fair values could not be made without incurring excessive costs.

Long-term debt

The fair value of long-term debt was estimated based on the current rates available to us for debt of the same remaining maturities.

Interest Rate Swap Agreements and Foreign Currency Purchase Agreements

The fair value of the interest rate swap agreements and forward currency purchase agreements were estimated based on market value quotes received from the counterparties.

The carrying amounts and fair values of our financial instruments as of March 31, 2011 and December 31, 2010 are presented in the following table.

	March 31, 2011						December 31, 2010
	Carrying			Estimated			Carrying			Estimated
(in thousands)	Amount			Fair Value			Amount			Fair Value
Financial Assets:
Cash and cash equivalents	$	149,713		$	149,713		$	447,145		$	447,145
Restricted cash		21,095			21,095			21,095			21,095
Accounts receivable, net		223,226			223,226			217,351			217,351
Due from FAFC		880			880			—			—
Investments:
Debt securities	$	—		$	—		$	1,791		$	1,791
Equity securities		21,583			21,583			73,430			73,430
Investment in affiliates		185,143			185,143			165,709			165,709
Financial Liabilities:
Accounts payable and accrued liabilities	$	153,497		$	153,497		$	137,578		$	137,578
Accrued salaries and benefits		76,557			76,557			81,949			81,949
Due to FAFC		—			—			18,097			18,097
Mandatorily redeemable noncontrolling interests		—			—			72,000			72,000
Long-term debt		524,188			522,047			720,889			727,440
Off Balance Sheet Instruments:
Interest rate swap agreements	$	6,379		$	6,379		$	5,156		$	5,156
Foreign currency forward purchase agreements, net		(19	)		(19	)		(971	)		(971	)

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Note 10 – Stock-Based Compensation.

We issue equity awards under the CoreLogic, Inc. 2006 Incentive Compensation Plan (the “Plan”) which permits the grant of stock options, restricted stock units (“RSUs”), performance units and other stock-based awards.  In connection with the Separation, on June 1, 2010, each FAC stock option held by a CoreLogic employee was converted into an adjusted CoreLogic stock option.  The exercise prices of the adjusted CoreLogic stock options and the number of shares subject to each such stock option reflects a mechanism that was intended to preserve the intrinsic value of the original stock option.  The resulting CoreLogic stock options are subject to substantially the same terms, vesting conditions and other restrictions, if any, that were applicable to the FAC stock options immediately prior to the Separation.

Also, in connection with the Separation, on June 1, 2010, any nonvested FAC RSUs granted to CoreLogic employees were converted into CoreLogic RSUs.  The RSU grants were converted in a manner that was intended to preserve the fair market value of the FAC awards.  The resulting CoreLogic RSU grants are subject to substantially the same terms, vesting conditions and other restrictions, if any, that were applicable to the FAC RSU grants immediately prior to the Separation.

FAC stock options and RSUs held by FAFC employees were cancelled at the date of the Separation.

We primarily utilize stock options and RSUs as our stock-based compensation for employees and directors. The fair value of any RSU grant is based on the market value of our shares on the date of grant and is recognized as compensation expense over the vesting period.

In March 2011, we awarded 184,108 performance-based restricted stock units (“PBRSUs”) with an estimated value of $3.2 million.  These awards will vest based on the attainment of certain performance goals relating to our adjusted earnings before interest, taxes, depreciation and amortization (“EBITDA”) and earnings per share for the year ending December 31, 2013.  

In connection with the Separation, we awarded PBRSUs to certain key employees pursuant to the Plan, and subject to certain conditions in the grant agreement.  A total of 366,154 PBRSUs were issued at an estimated value of $6.9 million.  These awards will vest based on the attainment of certain performance goals relating to our adjusted EBITDA for the years ending December 31, 2011 through 2014 and 2015.  There was $0.5 million in expense recognized for PBRSUs in the quarter ended March 31, 2011.

As part of our acquisition of Dorado, we assumed the acquired company’s restricted stock unit plan and outstanding PBRSUs with an estimated value of $6.8 million.  These awards will vest based on the attainment of certain performance goals relating to the acquired entity’s revenues and EBITDA for the years ending December 31, 2011, 2012 and 2013.  

RSU activity for the three months March 31, 2011, is as follows:

				Weighted
				Average
	Number of			Grant-Date
(in thousands, except weighted average fair value prices)	Shares			Fair Value
Nonvested restricted stock units outstanding at December 31, 2010		1,558		$	18.40
Restricted stock units granted		350		$	17.68
Performance based stock units granted		184		$	17.47
Restricted stock units forfeited		(39	)	$	18.09
Restricted stock units vested		(239	)	$	18.43
Nonvested restricted stock units outstanding at March 31, 2011		1,814		$	18.14

As of March 31, 2011, there was $22.8 million of total unrecognized compensation cost related to nonvested RSUs that is expected to be recognized over a weighted-average period of 2.9 years. The fair value of RSUs is based on the market value of the Company’s shares on the date of grant.

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In 2011 and 2010, we issued CoreLogic stock options as incentive compensation for certain key employees.  The exercise price of each stock option is the closing market price of our common stock on the date of grant.  The options issued in 2011 generally vest equally over three years from the date of issuance and expire ten years after the grant date.  The stock options issued in 2010 generally vest equally over a four-year period (33% on the second, third, and fourth anniversaries) and expire ten years after the grant date.  The fair values of these stock options were estimated using the Black-Scholes valuation model with the following weighted-average assumptions:

	March 31, 2011
Expected dividend yield		0	%
Risk-free interest rate (1)		2.01	%
Expected volatility (2)		32.02	%
Expected life (3)		5.45

(1) The risk-free interest rate for the periods within the contractual term of the options is based on the U.S. Treasury yield curve in effect at the time of the grant.

(2) The expected volatility is a measure of the amount by which a stock price has fluctuated or is expected to fluctuate based primarily on our and our peers’ historical data.

(3) The expected life is the period of time, on average, that participants are expected to hold their options before exercise based primarily on  our historical data.

Option activity for the three months ended March 31, 2011, is as follows:

						Weighted
						Average
				Weighted		Remaining		Aggregate
	Number of			Average		Contractual		Intrinsic
(in thousands, except weighted average price)	Shares			Exercise Price		Term		Value
Options outstanding at December 31, 2010		5,129		$	21.27
Options granted		552		$	17.47
Options exercised		(117	)	$	17.96
Options canceled		(153	)	$	24.61
Options outstanding at March 31, 2011		5,411		$	20.86		5.0	$	3,051
Options vested and expected to vest at March 31, 2011		5,378		$	20.88		5.0	$	3,040
Options exercisable at March 31, 2011		3,767		$	21.97		3.1	$	2,480

As of March 31, 2011, there was $9.4 million of total unrecognized compensation cost related to nonvested CoreLogic stock options that is expected to be recognized over a weighted-average period of 3.1 years.

In addition to stock options and RSUs, we have an employee stock purchase plan (“ESPP”) that allows eligible employees to purchase common stock of the Company at 85.0% of the closing price on the last day of each quarter. We recognize an expense in the amount equal to the discount.

The following table sets forth the stock-based compensation expense recognized for the three months ended March 31, 2011 and 2010.

	For the Three Months Ended
	March 31,
(in thousands)	2011		2010
Stock options	$	707	$	200
Restricted stock		2,356		5,955
Employee stock purchase plan		75		310
	$	3,138	$	6,465

Total stock-based compensation expense for the three months ended March 31, 2010 includes expense related to FAFC totaling $2.4 million.

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Note 11 – Acquisitions.

In March 2011, we completed our acquisition of the remaining interest in Dorado for $31.6 million in cash. Dorado is included as a component of the default and technology services component of the business and information services segment.

We previously held a 39.0% equity method investment in this entity and as a result of the purchase price paid, we recognized a loss of $14.5 million on our existing investment in the fourth quarter of 2010.  The purchase price was allocated to the assets acquired and liabilities assumed using a variety of valuation techniques including discounted cash flow analysis.  We have preliminarily recorded approximately $30.0 million of goodwill, $17.3 million of identifiable intangible assets with finite lives, $17.3 million of developed software and deferred revenue of $19.1 million.  We are in the process of finalizing these purchase price allocations.

In January 2011, we announced an agreement with the independent board of directors of RP Data Limited (“RP Data”) to recommend to RP Data shareholders our acquisition of all of the outstanding shares of RP Data that we currently do not own for a price of Australian dollars (“A$”) 1.65 per share plus the repayment of existing debt. On April 20, 2011, the independent shareholders of RP Data approved the acquisition. The transaction is expected to close in the second quarter. We estimate that the consideration paid will be approximately A$194.0 million.  In the first quarter of 2011, we entered into a forward purchase agreement for A$30.0 million to economically hedge a portion of the foreign currency exchange rate risk associated with the proposed acquisition, which we expect to close in the second quarter of 2011.  The inputs used to determine the estimated fair value of the forward purchase agreement are Level 2-type measurements. In the first quarter of 2011, we recorded $1.3 million mark-to-market gain associated with this forward purchase agreement.

Note 12 – Redeemable Noncontrolling Interests.

In April 2010, we exercised our call option related to Experian Information Solutions Inc.’s ownership interest in the CoreLogic Real Estate Solutions, LLC joint venture. We paid the remaining purchase price of $313.8 million on December 31, 2010. We made a final profit distribution of $4.2 million and a tax distribution (based on the fourth quarter of 2010 profitability of the joint venture) of $0.1 million in the first quarter of 2011.

In March 2010, we entered into an agreement to acquire the 18% redeemable noncontrolling interest in CoreLogic Information Solutions Holdings, Inc. On March 29, 2010, we acquired half of the noncontrolling interests (approximately 9% of the total outstanding noncontrolling interests) in exchange for a cash payment of $72.0 million and agreed to acquire the remaining half of the noncontrolling interests in 2011 in exchange for additional consideration of $72.0 million. In February 2011, we agreed to pay all of the additional consideration in cash and we closed the transaction.

Note 13 – Litigation and Regulatory Contingencies.

We have been named in various lawsuits. In cases where we have determined that a loss is both probable and reasonably estimable, we have recorded a liability representing our best estimate of our financial exposure based on known facts. While the ultimate disposition of each such pending lawsuit is not yet determinable, we do not believe that the ultimate resolution of these cases, either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows.

In addition, we may from time to time be subject to audit or investigation by governmental agencies. Currently, governmental agencies are auditing or investigating certain of our operations. These audits or investigations include inquiries into, among other matters, certain appraisal matters and marketing services. With respect to matters where we have determined that a loss is both probable and reasonably estimable, we have recorded a liability representing our best estimate of the financial exposure based on known facts. While the ultimate disposition of each such audit or investigation is not yet determinable, we do not believe that the ultimate resolution of these matters either individually or in the aggregate, will have a material adverse effect on our financial condition, results of operations or cash flows.

At March 31, 2011, we have $8.0 million reserved for litigation and regulatory contingency matters.

As part of the Separation, we are responsible for a portion of FAFC’s contingent and other corporate liabilities.  There were no amounts recorded at March 31, 2011.

In the Separation and Distribution Agreement, we agreed with FAFC to share equally in the cost of resolution of a small number of corporate-level lawsuits including the consolidated securities litigation.  Responsibility to manage each case has been assigned to either FAFC or us, with the managing party required to update the other party regularly and consult with the other party prior to certain important decisions such as settlement.  The managing party will also have primary responsibility for determining the ultimate total liability, if any, related to the applicable case.  We will record our share of any such liability when the responsible party determines a reserve is necessary in accordance with GAAP. At March 31, 2011, no reserves were considered necessary.

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In addition, the Separation and Distribution Agreement provides for cross-indemnities principally designed to place financial responsibility for the obligations and liabilities of FAC’s financial services business with FAFC and financial responsibility for the obligations and liabilities of FAC’s information solutions business with the Company. Specifically, each party will, and will cause its subsidiaries and affiliates to, indemnify, defend and hold harmless the other party, its respective affiliates and subsidiaries and each of its respective officers, directors, employees and agents for any losses arising out of or otherwise in connection with:

● the liabilities each such party assumed or retained pursuant to the Separation and Distribution Agreement; and

● any breach by such party of the Separation and Distribution Agreement.

Note 14 – Discontinued Operations.

Summarized below are the components of our income (loss) from discontinued operations for the three months ended March 31, 2010:

	For the Three
	Months Ended
	March 31,
(in thousands, except per share amounts)	2010
Income from discontinued operations, net of tax - FAFC	$	18,810
Loss from discontinued operations, net of tax - Employer & Litigation		(231	)
Total income from discontinued operations, net of tax	$	18,579
Earnings  per share:
Basic	$	0.18
Diluted	$	0.18
Weighted-average common shares outstanding:
Basic		103,474
Diluted		104,752

FAFC

The businesses distributed as part of the Separation are presented within the condensed consolidated financial statements as discontinued operations. The net income from discontinued operations in the three months ended March 31, 2010 includes an allocation of the income tax expense or benefit originally allocated to income from continuing operations. The amount of tax allocated to discontinued operations is the difference between the tax originally allocated to continuing operations and the tax allocated to the restated amount of income from continuing operations in each period.

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The following amounts have been segregated from continuing operations and are reflected as discontinued operations for the three months ended March 31, 2010:

	For the Three
	Months Ended
	March 31,
(in thousands, except per share amounts)	2010
Total revenue	$	908,426
Income from discontinued operations before income taxes	$	36,925
Income tax expense		18,155
Income, net of tax		18,770
Less:  Net income attributable to noncontrolling interests		(40	)
Income from discontinued operations, net of tax	$	18,810
Earnings per share:
Basic	$	0.18
Diluted	$	0.18
Weighted-average common shares outstanding:
Basic		103,474
Diluted		104,752

Employer and Litigation Services businesses

On December 22, 2010, the Company and STG-Fairway Holdings, LLC (the “Purchaser”), which is owned by affiliates of Symphony Technology Group, entered into a Purchase Agreement, pursuant to which we sold our employer and litigation services businesses to the Purchaser. We also agreed to provide certain transition services to the Purchaser for up to one year following the closing. As a result of the sale, the businesses are reflected in our condensed consolidated financial statements as discontinued operations and the results of the businesses in the prior years have been reclassified to conform to the 2010 classification.

The following amounts have been segregated from continuing operations and are reflected as discontinued operations for the three months ended March 31, 2010:

	For the Three
	Months Ended
	March 31,
(in thousands, except per share amounts)	2010
Total revenue	$	48,977
Loss from discontinued operations before income taxes	$	(385	)
Income tax benefit		(154	)
Loss, net of tax		(231	)
Less:  Net income attributable to noncontrolling interests		—
Loss from discontinued operations, net of tax	$	(231	)
Earnings per share:
Basic	$	—
Diluted	$	—
Weighted-average common shares outstanding:
Basic		103,474
Diluted		104,752

Cash flows from discontinued operations are presented separately on our condensed consolidated statements of cash flows.

Note 15 – Transactions with FAFC.

In connection with the Separation, we entered into various transition services agreements with FAFC effective June 1, 2010.  The agreements include transitional services in the areas of information technology, tax, accounting and finance, employee benefits and internal audit.  Except for the information technology services agreements, the transition services agreements are short-term in nature.  For the three months ended March 31, 2011, the net amount of $1.7 million (reflecting services provided by us to FAFC and from FAFC to us) was recognized as a reduction of other operating expenses in connection with the transition services agreements.

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In the Separation and Distribution Agreement, we and FAFC agreed to share equally in the cost of resolution of a small number of corporate-level lawsuits including the consolidated securities litigation.  Responsibility to manage each case has been assigned to either FAFC or us, with the managing party required to update the other party regularly and consult with the other party prior to certain important decisions such as settlement.  The managing party will also have primary responsibility for determining the ultimate total liability, if any, related to the cases.  We will record our share of any such liability when the responsible party determines a reserve is necessary in accordance with GAAP. At March 31, 2011, no reserves were considered necessary.  See further discussion at Note 13 – Litigation and Regulatory Contingencies.

Additionally, as part of the Separation, we entered into a Tax Sharing Agreement whereby FAFC is contingently liable for certain tax liabilities.  We have recorded a receivable from FAFC of $51.8 million for these contingent tax obligations.  See further discussion at Note 7 – Income Taxes.

On the record date for the Separation, we issued to FAFC shares of our common stock that resulted in FAFC owning 12.9 million shares of our common stock immediately following the Separation.  There are no restrictions related to FAFC’s ability to dispose of the shares and we retain a right of first offer on sales by FAFC.  FAFC has agreed to dispose of the shares within five years after the Separation or to bear any adverse tax consequences arising out of holding the shares for longer than that period.

On April 11, 2011, we purchased four million shares of our common stock from a wholly-owned subsidiary of FAFC for total consideration of $75.8 million based on a spot market price of our common stock on April 5, 2011 of $18.95 per share.  The price per share was agreed upon by the parties during the trading day on April 5, 2011.  See further discussion at Note 17 – Subsequent Events.

On June 1, 2010, we issued a promissory note to FAFC in the amount of $19.9 million that accrues interest at a rate of 6.52% per annum.  Interest was first due on July 1, 2010 and is due quarterly thereafter.  The promissory note is due on May 31, 2017.  The note approximates the unfunded portion of the benefit obligation attributable to participants in the FAC defined benefit pension plan that were our employees.  The balance outstanding on the note was $18.2 million at March 31, 2011.

FAFC owns two office buildings that are leased to us under the terms of certain lease agreements. Rental expense associated with these properties totaled $1.1 million for the quarters ended March 31, 2011 and 2010.

During the quarters ended March 31, 2011 and 2010 we entered into commercial transactions with affiliates of FAFC. The revenue associated with these transactions, which primarily relate to sales of data and other settlement services totaled $3.9 million for the quarter ended March 31, 2011 and $7.7 million for the quarter ended March 31, 2010.The expenses related to these transactions, which primarily related to purchase of data and other settlement services, totaled $2.5 million for the quarter ended March 31, 2011 and $0.7 million for the quarter ended March 31, 2010.

Note 16 – Segment Information.

In connection with the Separation, we reorganized our reportable segments into three reportable segments.  On December 30, 2010, we completed the sale of our employer and litigation services businesses and as a result we currently have two reportable segments.  During the first quarter of 2011, we changed the management oversight for our marketing services group and moved it from the corporate and eliminations group into the specialty finance component of our data and analytics segment.  Prior period financial results have been recast to conform to this presentation.

● Data and Analytics: Our data and analytics segment owns or licenses data assets including loan information, criminal and eviction records, employment verification, property characteristic information and information on mortgage-backed securities. We both license our data directly to our customers and provide our customers with analytical products for risk management, collateral assessment, loan quality reviews and fraud assessment. Our primary customers are commercial banks, mortgage lenders and brokers, investment banks, fixed-income investors, real estate agents, property and casualty insurance companies, title insurance companies and government-sponsored enterprises.

Our data and analytics segment has two components: risk and fraud analytics, which is primarily oriented toward utilizing our property, mortgage and other data assets in custom and packaged risk management solutions, and our specialty finance solutions, which provides our credit, broker, multiple listing and marketing (primarily lead generation) services products.

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Our data and analytics segment includes the following amounts of inter-company revenues: $4.8 million for the quarter ended March 31, 2011 and $4.7 million for the quarter ended March 31, 2010.  Our data and analytics segment includes the following amounts of inter-company expenses: $7.1 million for the quarter ended March 31, 2011 and $3.5 million for the quarter ended March 31, 2010.

● Business and Information Services: Our business and information services segment provides tax monitoring, flood zone certification and monitoring, mortgage default management services, mortgage loan administration and production services, mortgage-related business process outsourcing and property valuation and management services. We are also a provider of geospatial proprietary software and databases combining geographic mapping and data. The segment’s primary customers are large, national mortgage lenders and servicers, but we also serve regional mortgage lenders and brokers, credit unions, commercial banks, government agencies and property and casualty insurance companies.

Our business and information services segment has two components: mortgage origination services, which is focused on the mortgage origination and servicing industry, and default and technology services, which is primarily oriented toward services required by owners/servicers of troubled mortgage assets and toward providing custom outsourcing solutions for a wide range of customers.

Our business and information services segment includes the following amounts of inter-company revenues: $0.7 million for the quarter ended March 31, 2011 and $2.9 million for the quarter ended March 31, 2010.  Our business and information services segment includes the following amounts of inter-company expenses: $11.9 million for the quarter ended March 31, 2011 and $8.6 million for the quarter ended March 31, 2010.

Corporate and eliminations consists primarily of investment gains and losses, corporate personnel and other operating expenses associated with our corporate facilities, certain technology initiatives, equity in earnings of affiliates, net of tax, unallocated interest expense and elimination of inter-company revenues included in the results of the reportable segments.

Selected financial information by reportable segment is as follows:

(in thousands) At and for three months ended March 31, 2011	Revenue			Depreciation and Amortization		Income (Loss) From Continuing Operations			Assets		Investments in Affiliates			Capital Expenditures
Data and Analytics	$	203,227		$	15,299	$	60,679		$	1,316,180	$	77,350		$	4,676
Business and Information Services		206,322			5,065		33,343			1,201,780		114,607			2,698
Corporate and Eliminations		(5,555	)		4,847		(69,949	)		419,910		(6,814	)		3,836
Consolidated	$	403,994		$	25,211	$	24,073		$	2,937,870	$	185,143		$	11,210
At and for three months ended March 31, 2010
Data and Analytics	$	181,467		$	14,998	$	29,096		$	1,461,000	$	71,837		$	1,755
Business and Information Services		216,092			5,321		42,705			1,076,926		22,312			4,555
Corporate and Eliminations		309			5,652		(51,741	)		330,474		79,519			14,742
Consolidated (excluding discontinued operations)	$	397,868		$	25,971	$	20,060		$	2,868,400	$	173,668		$	21,052

Note 17 – Subsequent Events.

On April 11, 2011, we purchased four million shares of our common stock from a wholly-owned subsidiary of FAFC for total consideration of $75.8 million based on a spot market price of our common stock on April 5, 2011 of $18.95 per share.  The price per share was agreed upon by the parties during the trading day on April 5, 2011.  Additionally, through April 30, 2011 we repurchased approximately $40.3 million of our shares in open market transactions.

Since March 31, 2011, we drew down $305.0 million on our revolving line of credit under our credit facility. The proceeds were primarily for funding of the acquisition of RP Data and share repurchases.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q and certain information incorporated herein by reference contain forward-looking statements within the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. All statements included or incorporated by reference in this Quarterly Report, other than statements that are purely historical, are forward-looking statements. Words such as “anticipate,” “expect,” “intend,” “plan,” “believe,” “seek,” “estimate,” “will,” “should,” “would,” “could,” “may,” and similar expressions also identify forward-looking statements. The forward-looking statements include, without limitation, statements regarding our future operations, financial condition and prospects,operating results, revenues and earnings liquidity, our appraisal revenues and earnings throughout 2011, our estimated income tax rate, unrecognized tax positions, amortization expenses, the impact of recent accounting pronouncements, the planned renewal and refinancing of the Company’s credit facility, our acquisition strategy in 2011 and planned closing of pending acquisitions, our long-term strategy regarding acquisitions, divestitures and joint ventures, the Company’s share repurchases, the potential outcome and estimates related to our litigation, the level of aggregate U.S. mortgage originations and applications and inventory of delinquent mortgage loans and loans in foreclosure, the effect of the disposition or work-out of delinquent mortgage loans and loans in foreclosure, estimates related to our purchase price allocations, our ability to access additional liquidity and the reasonableness of the carrying value related to specific financial assets and liabilities.

Our expectations, beliefs, objectives, intentions and strategies regarding future results are not guarantees of future performance and are subject to risks and uncertainties that could cause actual results to differ materially from results contemplated by our forward-looking statements. These risks and uncertainties include, but are not limited to:

● limitations on access to data from external sources, including government and public record sources;

● changes in applicable government legislation, regulations and the level of regulatory scrutiny affecting our customers or us, including with respect to consumer financial services and the use of public records and consumer data, which may, among other things, limit the manner in which we conduct business with our customers;

● compromises in the security of our data transmissions, including the transmission of confidential information or systems interruptions;

● difficult conditions in the mortgage and consumer credit industry, including the continued decline in mortgage applications, declines in the level of loans seriously deliquent, and continued delays in the default cycle, the state of the securitization market, increased unemployment, and conditions in economy generally;

● our ability to bring new products to market and to protect proprietary technology rights;

● our ability to identify suitable acquisition targets, obtain necessary capital and complete such transactions on satisfactory terms;

● risks related to our international operations;

● consolidation among our significant customers and competitors;

● impairments in our goodwill or other intangible assets; and

● the inability to realize the benefits of the Separation as a result of the factors described immediately above, as well as, among other factors, increased borrowing costs, competition between the resulting companies, increased operating or other expenses or the triggering of rights and obligations by the transaction or any litigation arising out of or related to the Separation.

The forward-looking statements in this Quarterly Report on Form 10-Q are subject to additional risks and uncertainties set forth in Part I, Item 1A of our most recent Annual Report on Form 10-K, as updated by the risk factors set forth in Item 1A of Part II below, and are based on information available to us on the date hereof.  We assume no obligation to update any forward-looking statements. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of the filing of this Quarterly Report on Form 10-Q. You should also review carefully the cautionary statements listed in our Annual Report on Form 10-K for the year ended December 31, 2010 and in our other filings with the SEC, including our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. Because of these risk factors, as well as other variables affecting our financial condition, results of operations or cash flows, past financial performance may not be a reliable indicator of future performance and historical trends should not be used to anticipate results or trends in future periods.

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This Management’s Discussion and Analysis contains certain financial measures, in particular presentation of certain balances excluding the impact of acquisitions and other non-recurring items that are not presented in accordance with generally accepted accounting principles (“GAAP”). We present these non-GAAP financial measures because they provide our management and readers of this Report with additional insight into our operational performance compared to earlier periods and relative to our competitors’ performance. We do not intend for these non-GAAP financial measures to substitute for any GAAP financial information. Readers should use these non-GAAP financial measures only in conjunction with the comparable GAAP financial measures.

We use earnings before interest, taxes, depreciation and amortization (“EBITDA”) to evaluate our operating performance, to compute certain management bonuses and to evaluate compliance with covenants in our revolving credit facility. We believe that EBITDA is an important indicator of operating performance because EBITDA excludes the effects of financing and investing activities by eliminating the effects of interest, depreciation and goodwill impairment costs. Investors should not use EBITDA as the sole basis for formulating investment decisions, as it excludes a number of important items and has inherent limitations. We compensate for these limitations by also using GAAP financial measures to manage our business.

OVERVIEW

Business Overview

Corporate Update

Separation. On June 1, 2010, FAC completed the Separation by which it separated into two independent, publicly traded companies through the Distribution of all of the outstanding shares of FAFC to the holders of FAC’s common shares, par value $1.00 per share as of May 26, 2010. After the Distribution, FAFC owned the businesses that comprised FAC’s financial services businesses and FAC retained its information solutions businesses.

On May 18, 2010, the shareholders of FAC approved a separate transaction pursuant to which FAC changed its place of incorporation from California to Delaware. The Reincorporation became effective June 1, 2010. To effect the Reincorporation, FAC and CoreLogic, which was a wholly-owned subsidiary of FAC incorporated in Delaware, entered into a Merger Agreement. Pursuant to the Merger Agreement, FAC merged with and into CoreLogic with CoreLogic continuing as the surviving corporation.

To effect the Separation, the Company and FAFC entered into a Separation and Distribution Agreement that governs the rights and obligations of the Company and FAFC regarding the Distribution. The Separation and Distribution Agreement also governs the relationship between the Company and FAFC subsequent to the completion of the Separation and provides for the allocation between the Company and FAFC of FAC’s assets and liabilities. In connection with the Separation, the Company and FAFC also entered into a Tax Sharing Agreement (as described in Note 7 – Income Taxes), a Restrictive Covenants Agreement, and CoreLogic issued a promissory note to FAFC relating to certain pension liabilities.

While we are a party to the Separation and Distribution Agreement and various other agreements relating to the Separation, we have determined that we have no material continuing involvement in FAFC’s operations. As a result of the Separation, we reflect the FAFC businesses in our condensed consolidated financial statements as discontinued operations. The results of the FAFC businesses in prior years have been reclassified to conform to the 2010 classification. See Note 14 – Discontinued Operations for additional disclosures.

As part of the Separation, we are responsible for a portion of FAFC’s contingent and other corporate liabilities. There were no amounts recorded as FAFC liabilities at March 31, 2011.

As part of the Distribution, on May 26, 2010 we issued to FAFC approximately $250.0 million of our issued and outstanding common shares, or 12,933,265 shares. Based on the closing price of our stock on June 1, 2010, the value of the equity issued to FAFC was $242.6 million. As a result, we paid FAFC $7.4 million to arrive at the full value of $250.0 million. As a condition to the Separation, FAFC is expected to dispose of the shares by June 1, 2015. On April 11, 2011, we purchased four million shares of our common stock from a wholly-owned subsidiary of FAFC for total consideration of $75.8 million based on a spot market price of our common stock on April 5, 2011 of $18.95 per share.  The price per share was agreed upon by the parties during the trading day on April 5, 2011.

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Acquisition of Experian’s Interest in CoreLogic Real Estate Solutions, LLC Joint Venture. In April 2010, we exercised our call option related to Experian Information Solutions Inc.’s ownership interest in the CoreLogic Real Estate Solutions, LLC (formerly First American Real Estate Solutions, LLC) joint venture. We completed the $313.8 million cash buy-out of the noncontrolling interest on December 31, 2010.  We made a final profit distribution of $4.2 million and a tax distribution (based on the fourth quarter of 2010 profitability of the joint venture) of $0.1 million in the first quarter of 2011.

Acquisition of CoreLogic Information Solutions Holdings, Inc. Minority Interest. In March 2010, we entered into an agreement to acquire the 18% redeemable noncontrolling interest in CoreLogic Information Solutions Holdings, Inc. (formerly First American CoreLogic Holdings, Inc.). On March 29, 2010, we acquired half of the noncontrolling interests (approximately 9% of the total outstanding noncontrolling interests) in exchange for a cash payment of $72.0 million and agreed to acquire the remaining half of the noncontrolling interests in 2011 in exchange for additional consideration of $72.0 million. In February 2011, we agreed to pay all of the additional consideration in cash and we closed the transaction.

Sale of Employer and Litigation Services. On December 22, 2010, the Company and STG-Fairway Holdings, LLC (the “Purchaser”), which is owned by affiliates of Symphony Technology Group, entered into a Purchase Agreement, pursuant to which we sold our employer and litigation services businesses to the Purchaser for all cash proceeds of $265.0 million. We have also agreed to provide certain transition services to the Purchaser for up to one year following the December 30, 2010 closing. The businesses are reflected in our condensed consolidated financial statements as discontinued operations and the results of those businesses in the prior years have been reclassified to conform to the 2010 classification. See Note 14 – Discontinued Operations for additional disclosures.

Acquisition of Dorado Network Systems Corporation.  In March 2011, we completed our acquisition of the remaining interest in Dorado Network Systems Corporation (“Dorado”), a provider of open-technology platforms to mortgage originators, for $31.6 million in cash.  Dorado is included as a component of the default and technology services component of the business and information services segment.

Investment in New Settlement Services Joint Venture.  In March 2011, we entered into a new settlement services joint venture with a top mortgage originator.  Our initial investment in the joint venture was $20.0 million and we also issued a note payable for an additional $15.0 million of consideration, which is non-interest bearing and discounted to $12.7 million.

Sale of Investment in DealerTrack Holdings, Inc. During the first quarter of 2011, we disposed of our remaining investment in DealerTrack Holdings, Inc., a provider of software services to the automotive industry.  The sale of this investment, which was accounted for as a marketable equity security, generated a $24.9 million pre-tax gain in the first quarter of 2011.

As the foregoing transactions reflect, we continually evaluate our business mix and seek to optimize our business structure through acquisitions, divestitures and joint ventures with a view to promoting our long-term strategy. We will continue to evaluate our existing businesses, including certain of our default-related businesses, for alignment with our long-term strategy and intend to preserve the ability to restructure our ownership in these businesses, including as joint ventures with strategic partners, if we determine doing so aligns with our long-term strategy.

Reportable Segments

In connection with the Separation, we reorganized our reportable segments into three reportable segments.  On December 30, 2010, we completed the sale of our employer and litigation services businesses and as a result we currently have two reportable segments.  During the first quarter of 2011, we changed the management oversight for our marketing services group, moving it out of our corporate and eliminations group and to the specialty finance component of our data and analytics segment.  Prior period financial results have been recast to conform to this presentation.

● Data and Analytics: Our data and analytics segment offers access to data assets including loan information, criminal and eviction records, employment verification, property characteristic information, images of publicly recorded documents relating to real property, and information on mortgage-backed securities. We license our data directly to our customers and provide our customers with analytical products and services for risk management, collateral assessment, and fraud prediction. Our primary customers are commercial banks, mortgage lenders and brokers, investment banks, fixed-income investors, real estate agents, property and casualty insurance companies, title insurance companies and government-sponsored enterprises.

Our data and analytics segment has two components: risk and fraud analytics, which is primarily oriented toward utilizing our property, mortgage and other data assets in custom and packaged risk management solutions, and our specialty finance solutions, which provides our credit, broker, multiple listing and marketing (primarily lead generation) services products.

Most of the businesses included in the risk and fraud analytics group are database intensive and have a relatively high proportion of fixed costs. As a result, profit margins generally decline as revenues decrease. The specialty finance solutions group has a more variable cost structure and, therefore, has margins that typically perform more consistently. Revenues for the data and analytics segment are dependent on real estate activity in part, but are less cyclical because the data and analytics segment has a more diversified customer base and a greater percentage of subscription-based revenue.

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● Business and Information Services: Our business and information services segment provides tax monitoring, flood zone certification and monitoring, mortgage default management services, mortgage loan administration and production services, mortgage-related business process outsourcing and property valuation and management services. We are also a provider of geospatial proprietary software and databases combining geographic mapping and data. The segment’s primary customers are large, national mortgage lenders and servicers, but we also serve regional mortgage lenders and brokers, credit unions, commercial banks, government agencies and property and casualty insurance companies.

Our business and information services segment has two components: mortgage origination services, which is focused on the mortgage origination and servicing industry, and default and technology services, which is primarily oriented toward services required by owners/servicers of troubled mortgage assets and toward providing custom outsourcing solutions for a wide range of customers.

Most of the businesses included in the mortgage origination services group have a relatively high proportion of fixed costs due to the ongoing servicing nature of the operations. The group’s appraisal businesses, in contrast, have a higher level of variable costs. The businesses within the default and technology services group typically have a high level of variable costs. Revenues for the mortgage originations services group are primarily dependent on the level of mortgage origination and servicing activity while default and technology services group revenues are generally tied to the level of troubled loan activity in the United States.

Results of Operations

Summary

The majority of our revenues are associated with U.S. residential real estate and mortgage transactions and ongoing servicing related to such transactions. For the first quarter of 2011, 50.5% of our revenues related to real estate mortgage origination and non-default related servicing. Approximately 33% of our operating revenues in 2011 were generated by the ten largest United States mortgage originators. Based on statistics published by the Mortgage Bankers’ Association (“MBA”) and data from significant mortgage originators, we estimate that total mortgage originations decreased approximately 13.7% in the first quarter of 2011 compared to the first quarter of 2010. Moreover, MBA estimates that mortgage applications declined 18.3% in the first quarter of 2011 compared to the first quarter of 2010. Given that many of our origination-related products and services are provided early in the origination cycle, application volumes are a leading demand indicator. Due to, among other factors, continued weakness in the U.S. economy and uncertainty around mortgage interest rates, we expect the level of aggregate United States mortgage originations to remain under pressure for the foreseeable future.

We believe that the volume of real estate transactions is primarily affected by real estate prices, the availability of funds for mortgage loans, mortgage interest rates and the overall state of the U.S. economy. Additionally, measures taken by the federal government to stimulate the purchase of residential property helped increase transaction levels in early 2010. The first-time homebuyer’s tax credit, which had a positive impact on our origination-related revenues in the first quarter of 2010, expired in April 2010, and there has been a decrease in residential sales activity since that expiration.

Based on our internal estimates, the level of loans seriously delinquent (loans delinquent 90 days or more) or in foreclosure was approximately 9.1% lower on March 31, 2011 compared to March 31, 2010. Additionally, based on our internal analysis and market estimates, we believe that the inventory of seriously delinquent mortgage loans and loans in foreclosure is beginning to decrease, and the market is continuing to experience a delay in processing these troubled loans.  We believe that, when the delays are cleared, the disposition or work-out of these loans could have a positive effect on our default-related revenues in the short-term based on these delays and the levels of inventory requiring attention.

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Data and analytics segment operating revenues increased 12.0% in the first quarter of 2011 compared to the first quarter of 2010 due to higher levels of advisory services and fraud products, including risk management-related activity, partially offset by decreases driven by lower mortgage origination related activity. Business and information services segment operating revenues decreased 4.5% in the first quarter of 2011 compared to the first quarter of 2010 due to lower loan origination and default-related activity, partially offset by the positive impact of mergers and acquisition activity.

Our total operating expense decreased 1.2% in the first quarter of 2011 compared to the first quarter of 2010. GAAP requires that we include all of the corporate costs of FAC up to the Separation date in our income statement. For the first quarter of 2010, those net expenses totaled approximately $31.9 million.

The effective income tax rate (total income tax expense related to income from continuing operations as a percentage of income from continuing operations before income taxes) was 62.4% for the three months ended March 31, 2011, and 28.2% for the same period of the prior year. The change in the effective income tax rate is primarily attributable to the provision of income taxes on former partnership income that was attributable to noncontrolling interests for which no income taxes were provided in the quarter ended March 31, 2010, and the approximately $14.0 million reversal of deferred taxes related to our interest in Dorado when it was held as an equity method investment. Effective January 1, 2011, income from the former partnership is wholly attributable to CoreLogic and income taxes are provided on all of the income generated in the first quarter of 2011. Income taxes included in equity in earnings of affiliates were $4.2 million for the three months ended March 31, 2011 and $5.0 million for the same period of the prior year.  For the purpose of segment reporting, these amounts are not reflected at the segment level but are recorded as a component of the corporate and elimination group in the equity in earnings in affiliates.

As discussed above, in 2010 we sold our employer and litigation services businesses and the results of operations for those businesses are included as discontinued operations for all previous years presented. The pre-tax loss from operations for these businesses was $0.4 million in the first quarter of 2010.

Net income from continuing operations was $24.1 million for the first quarter of 2011, and $20.1 million for the first quarter of 2010. Net income from continuing operations attributable to the Company was $23.3 million (or $0.20 per diluted share) for the first quarter of 2011, and $10.8 million (or $0.10 per diluted share) for the first quarter of 2010. Net income attributable to noncontrolling interests was $0.8 million for the first quarter of 2011 and $9.2 million for the first quarter of 2010. The increase in our net income from continuing operations for the first quarter of 2011 relative to the first quarter of 2010 was primarily a function of (i) the impact of legacy FAC corporate costs totaling $29.4 million included in our expenses in the first quarter of 2010, (ii) the $24.9 million pre-tax gain on the sale of our investment in DealerTrack Holdings, Inc. recognized in the first quarter of 2011, (iii) the impact of the approximately $14.0 million reversal of deferred taxes related to our initial investment in Dorado triggered by our acquisition of the remaining interest in that company and (iv) the tax impact of $15.9 million of non-deductible Separation-related items in the first quarter of 2010.  Additionally, the decrease in net income attributed to noncontrolling interests is largely due to the purchase of redeemable noncontrolling interests discussed to in the “Corporate Update” above.

The ongoing tightening of mortgage credit, delays in the default cycle and the general economic uncertainty continue to affect negatively the demand for many of our products and services. These conditions also continue to affect many of our customers. If these challenges persist for us and our customers in 2011, they could negatively affect our revenue, earnings and liquidity. For additional information related to our results of operations for each of our two reportable segments please see the discussions under “Business and Information Services,” and “Data and Analytics” below.

As mentioned above, our historical consolidated financial statements have been recast to account for FAFC and our employer and litigation services businesses as discontinued operations for all periods presented. Accordingly, we have reflected the results of operations of both as discontinued operations in the condensed consolidated statements of operations and the condensed consolidated statements of cash flows.

Unless otherwise indicated, the Management’s Discussion and Analysis of Financial Condition and Results of Operations in this Annual Report on Form 10-Q relate solely to the discussion of our continuing operations.

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Data and Analytics

	For the Three Months Ended March 31,
(in thousands, except percentages)	2011			2010			$ Change			% Change
Operating revenue	$	203,227		$	181,467		$	21,760			12.0	%
External cost of revenues		58,376			50,872			7,504			14.8	%
Salaries and benefits		54,297			54,327			(30	)		-0.1	%
Other operating expenses		42,447			33,974			8,473			24.9	%
Depreciation and amortization		15,299			14,998			301			2.0	%
Total operating expenses		170,419			154,171			16,248			10.5	%
Income from operations		32,808			27,296			5,512			20.2	%
Total interest (expense), net		618			(511	)		1,129			-220.9	%
Gain (loss) on investment		24,814			752			24,062			3199.7	%
Income (loss) from continuing operations before income taxes	$	58,240		$	27,537		$	30,703			111.5	%
Provision for income taxes		—			—			—			0.0	%
Income (loss) from continuing before equity in earnings of affiliates	$	58,240		$	27,537		$	30,703			111.5	%
Equity in earnings of affiliates		2,439			1,559			880			56.4	%
Income from continuing operations	$	60,679		$	29,096		$	31,583			108.5	%
Income from continuing operations	$	60,679		$	29,096		$	31,583			108.5	%
Depreciation and amortization		15,299			14,998			301			2.0	%
Total interest, net		(618	)		511			(1,129	)		-220.9	%
EBITDA	$	75,360		$	44,605		$	30,755			68.9	%

Operating Revenues

Operating revenues for the data and analytics segment were $203.2 million for the first quarter of 2011, an increase of $21.8 million (12.0%), when compared with the same period of the prior year.

Operating revenues for the risk and fraud analytics group totaled $104.9 million for the first quarter of 2011, an increase of $10.8 million (11.5%) over the first quarter of 2010.  The increase in the first quarter of 2011 is due primarily to increased sales of advisory and risk management projects, growth in revenues from fraud analytic products, continued market acceptance of our verification products and increased revenues in our under-banked credit services due to improvement in market conditions for these products.  These increases were partially offset by lower revenues on our automated valuation products due to lower mortgage origination activity.

Operating revenues for the specialty finance solutions group totaled $98.3 million for the first quarter of 2011, representing an increase of $10.9 million (12.6%) over the first quarter of 2010.  The increase was predominantly due to higher marketing services revenues resulting from new campaigns and vertical penetration, higher membership services volumes as a result of increased business from significant clients, higher income verification volumes due to increased market acceptance of this product and increased auto-credit volumes due to improved market conditions.  These increases were partially offset by a decrease in the volume of mortgage-related credit orders due to a decrease in origination-related activity (including application volumes).

External Cost of Revenues

Data and analytics external cost of revenues were $58.4 million for the first quarter of 2011, representing an increase of $7.5 million (14.8%) when compared to the same period of the prior year. External cost of revenues for the risk and fraud analytics group were $10.9 million for the first quarter of 2011, an increase of $1.5 million (15.7%) compared to the first quarter of 2010.   The increase in the first quarter of 2011 is primarily due to a change in the product mix in the current quarter to products that had higher associated document acquisition requirements.  External cost of revenues for the specialty finance solutions group totaled $47.5 million for the first quarter of 2011, representing an increase of $6.0 million (14.5%) over the first quarter of 2010.  The increase was predominantly the result of increased revenues in the marketing services, auto-credit and membership services businesses and price increases on certain credit information, partially offset by a decrease in external cost of revenues credit orders due to the reduction in volumes relative to 2010.

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Salaries and Benefits

Salaries and benefits for the data and analytics segment were $54.3 million for the first quarter of 2011, essentially flat when compared to the first quarter of 2010. Salaries and benefits for the risk and fraud analytics group were $35.7 million for the first quarter of 2011, an increase of 2.4% over the first quarter of 2010.  The increase reflects the net impact of (i) a 1.0% net decrease in domestic headcount generated by process efficiencies and the transfer of certain segment-level employees out of the group to the corporate and eliminations group (which are now treated as allocated costs to the segment – see further discussion in Other Operating Expenses below), (ii) higher average salaries for newly hired employees focusing on new product development and sales, and (iii) increased commissions due to higher revenues.  The impact of these increases was partially offset by lower overall incentive compensation relative to the prior year.  For the specialty financial solutions group, salaries and benefits totaled $18.6 million for the first quarter of 2011, representing a decrease of $0.9 million (4.5%) over the first quarter of 2010.  The decrease was predominantly due to a 20.8% decrease in domestic headcount at the credit solutions businesses due to lower mortgage-related volumes relative to the prior year, overall efficiency improvements in the business and the transfer of certain segment-level employees out of the group to the corporate and eliminations group (which are now treated as allocated costs to the segment – see further discussion in Other Operating Expenses below), partially offset by higher commissions at the marketing services business (due to higher revenues).

Other Operating Expenses

Data and analytics other operating expenses were $42.4 million for the first quarter of 2011, representing an increase of $8.5 million (24.9%) compared to the first quarter of 2010.  The risk and fraud analytics group had other operating expenses of $27.1 million for the first quarter of 2011, an increase of $4.8 million (21.6%) compared to the first quarter of 2010.  The overall increase was driven by a $1.8 million reserve for a settlement at our under-banked credit services group, increased expenses to service higher volumes, higher legal expenses (including from matters where we are protecting our intellectual property), and allocated costs due to changes in the treatment of certain personnel costs referenced above.  The increases were partially offset by lower legal expenses due to a $1.9 million indemnification received during the first quarter of 2011 on a previously settled legal case.  As it relates to the specialty finance solutions group, other operating expenses were $15.4 million for the first quarter of 2011, representing an increase of $3.7 million (31.2%), over the first quarter of 2010.  The increase over the prior year’s quarter is largely due to the impact of higher intra-segment revenue-related expenses, higher legal expenses and higher allocated costs due to changes in the treatment of certain personnel costs referenced above, partially offset by lower expenses at our multiple listing service business due to lower business volumes.

Depreciation and Amortization

Depreciation and amortization expense for the data and analytics segment increased $0.3 million (2.0%) for the first quarter of 2011, compared to the first quarter of 2010.  Depreciation and amortization related to the risk and fraud analytics group increased $0.3 million (2.2%) for the first quarter of 2011, compared to the first quarter of 2010, due to changes in amortization related to capitalized data and software placed in service.  The specialty finance group had an increase of $0.1 million in the first quarter of 2011, primarily due to accelerated depreciation due to data center integrations and depreciation on newly acquired information technology equipment, partially offset by reductions in acquisition-related amortization within the multiple listing services business.

Gain (Loss) on Investment

Gain on investments and other income for the data and analytics segment were $24.8 million for the first quarter of 2011, an increase of $24.1 million compared to the first quarter of 2010.   The increase was related to the above mentioned $24.9 million pre-tax gain on the sale of our remaining investment in DealerTrack Holdings, Inc. during the first quarter of 2011. 

Equity in Earnings of Affiliates

Equity in earnings of affiliates for the data and analytics segment was $2.4 million for the first quarter of 2011, an increase of $0.9 million relative to the first quarter of 2010.  At the risk and fraud analytics group, an increase in the equity in earnings of affiliates in the first quarter of 2011 was related to better-than-prior-year performance of minority investments. Within the specialty finance group, equity in earnings of affiliates was $1.2 million for the first quarter of 2011, relative to $1.5 million for the first quarter of 2010, with the decline due to lower profitability of our credit reporting national joint venture due to the lower levels of mortgage originations.

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Business and Information Services

	For the Three Months Ended March 31,
(in thousands, except percentages)	2011			2010			$ Change			% Change
Operating revenue	$	206,322		$	216,092		$	(9,770	)		-4.5	%
External cost of revenues		65,511			74,670			(9,159	)		-12.3	%
Salaries and benefits		51,440			52,491			(1,051	)		-2.0	%
Other operating expenses		59,396			51,929			7,467			14.4	%
Depreciation and amortization		5,065			5,321			(256	)		-4.8	%
Total operating expenses		181,412			184,411			(2,999	)		-1.6	%
Income from operations		24,910			31,681			(6,771	)		-21.4	%
Total interest (expense), net		862			65			797			1226.2	%
Gain (loss) on investment		(480	)		—			(480	)		100.0	%
Income (loss) from continuing operations before income taxes	$	25,292		$	31,746		$	(6,454	)		-20.3	%
Provision for income taxes		—			—			—			0.0	%
Income (loss) from continuing before equity in earnings of affiliates	$	25,292		$	31,746		$	(6,454	)		-20.3	%
Equity in earnings of affiliates		8,051			10,959			(2,908	)		-26.5	%
Income from continuing operations	$	33,343		$	42,705		$	(9,362	)		-21.9	%
Income from continuing operations	$	33,343		$	42,705		$	(9,362	)		-21.9	%
Depreciation and amortization		5,065			5,321			(256	)		-4.8	%
Total interest, net		(862	)		(65	)		(797	)		1226.2	%
EBITDA	$	37,546		$	47,961		$	(10,415	)		-21.7	%

Operating Revenues

Operating revenues for the business and information services segment were $206.3 million for the first quarter of 2011, representing a decrease of $9.8 million, or 4.5%, when compared with the same period of the prior year. Acquisition activity contributed revenues of $6.8 million in the first quarter of 2011.

Operating revenues for the mortgage origination group totaled $103.7 million for the first quarter of 2011, representing a decrease of $8.6 million (7.6%) over the first quarter of 2010.  The decrease in revenues was primarily due to lower origination activity (including application volumes) leading to decreased revenues in flood and appraisal services.  Appraisal revenues were negatively impacted by an estimated $7.2 million due to a decline in volumes due to continued in-sourcing of services by one significant client and reduced volumes from a major originator.  These decreases were partially offset by a 17.8% increase in loans under tax service contracts that are under a periodic billing model and increased penetration of flood services and spatial data solutions into other sectors.We expect that appraisal revenues and earnings will continue to be under pressure in the second half of 2011, particularly due to the potential loss of business from appraisal customers with whom we may not be able to reach agreed upon mutually acceptable commercial terms following effectiveness of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 appraisal-related provisions.

Operating revenues for the default and technology services group totaled $102.7 million for the first quarter of 2011, representing a decrease of $1.2 million (1.1 %) relative to the first quarter of 2010.  Acquisition activity contributed $6.8 million of revenues in the first quarter of 2011.  Decreased revenues were primarily driven by a decline in the demand for default-related valuations and a continued slow down in the processing of delinquent mortgages by servicers.  Revenues for the group were also negatively impacted by the decision to not retain certain lower margin default-related valuation business estimated at approximately $2.9 million of revenues in the first quarter of 2010.  These decreases were partially offset by improvement in revenues from market share gains and pricing improvements in field services and improved revenues from transportation services. Revenues for this group were also impacted negatively by the sale of our second lien outsourcing business in the first quarter of 2011, which contributed approximately $2.1 million of the decline in revenue compared to the same period of the prior year.

External Cost of Revenues

Business and information services external cost of revenues were $65.5 million for the first quarter of 2011, a decrease of $9.2 million (12.3%), over the first quarter of 2010.  

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External cost of revenues for the mortgage origination services group were $18.2 million for the first quarter of 2011, a decrease of $4.3 million (19.0%) relative to the first quarter of 2010.  The change in the external cost of revenues is principally due to an increase in costs due to an increase in the volume of appraisals completed by external appraisers relative to the first quarter of 2010, partially offset by the decrease in appraisal services volumes in 2011.  The increase in the use of external appraisers was driven by increased use of internal appraisals for risk management reviews due to client requirements during the period.

External cost of revenues for the default and technology services group were $47.3 million for the first quarter of 2011, a decrease of $4.9 million (9.4%) relative to the first quarter of 2010.  The decrease in the current quarter was primarily due to the decrease in revenues from the default-related valuations and field service operations (net of the impact of improvements in such costs due to improved pricing for the services) partially offset by increased costs in field services and transportation services due to the increased revenues in these businesses.  

Salaries and Benefits

Salaries and benefits for the business and information services segment were $51.4 million for the first quarter of 2011, a decrease of $1.1 million (2.0%), relative to the first quarter of 2010.  Acquisition activity accounted for $2.1 million of salaries and benefits expense for the first quarter of 2011.  Salaries and benefits for the mortgage origination services group were $34.3 million for the first quarter of 2011, representing a decrease of 12.1% over the first quarter of 2010.   The overall net decrease in the first quarter is primarily attributable to lower personnel costs at the tax and flood servicing businesses attributable to efficiency improvements resulting in a 4.0% decrease in overall headcount as well as the transfer of certain segment-level employees out of the group to the corporate and eliminations group (which are now treated as allocated costs to the segment – see further discussion in Other Operating Expenses below).  For the default and technology solutions group, salaries and benefits totaled $17.1 million for the first quarter of 2011, representing an increase of $3.6 million (27.1%) over the first quarter of 2010.  Acquisition activity contributed to $2.1 million of salaries and benefits.  The quarterly increase was predominantly due to the impact of acquisitions noted above which increased severance totaling $0.7 million as well as a 15.6% increase in domestic headcount at our default outsourcing business due to a shift away from technology-based revenues to more personnel-dependent revenues such as real estate owned services and personnel outsourcing modules.

Other Operating Expenses

Business and information services other operating expenses were $59.4 million for the first quarter of 2011, an increase of $7.5 million (14.4%) relative to the first quarter of 2010.  Acquisition activity accounted for $3.2 million in the first quarter of 2011 compared to the first quarter of 2010.  For the first quarter of 2011, the mortgage origination services group had an increase in other operating expenses of $4.1 million (12.3%) compared to the same period in the prior year.  The increase in the current quarter is due primarily to lower claims expense at the tax service group and continued process efficiency improvements throughout the group, partially offset by higher allocated costs due to changes in the treatment of certain personnel costs referenced above.  As it relates to the default and technology services group, other operating expenses of $21.7 million for the first quarter of 2011, were up 18.1% relative to the same period in the prior year, with acquisition activity contributing $3.2 million.  The acquisition-related increase was partially offset by decreases in 2011 primarily due to the sale of our second lien outsourcing business, lower claims expense at field services and the impact of margin and efficiency improvement initiatives.

Depreciation and Amortization

Depreciation and amortization expense is not a meaningful balance for the business and information services segment.

Gain (Loss) on Investment

Loss on investments for the business and information services segment were $0.5 million for the first quarter of 2011 relative to $0.0 in the first quarter in 2010, reflecting the loss incurred on the sale of our second lien outsourcing business.

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Equity in Earnings of Affiliates

Business and information services segment equity in earnings of affiliates totaled $8.1 million for the first quarter of 2011 relative to $11.0 million in the first quarter of 2010, the majority of which was earned by the mortgage origination services group. Changes in loan origination activity were the primary driver of the decrease in the first quarter of 2011 compared to 2010, as several of our larger investments in affiliates are national joint ventures which are involved in loan settlement services. Equity in earnings of affiliates is not a meaningful balance for the default and technology services group.

Corporate and Eliminations

(in thousands, except percentages)	For the Three Months Ended March 31,
	2011			2010			$ Change			% Change
Operating revenue	$	(5,555	)	$	309		$	(5,864	)		-1897.7	%
External cost of revenues		387			272			115			42.3	%
Salaries and benefits		47,332			46,689			643			1.4	%
Other operating expenses		(29,768	)		(11,890	)		(17,878	)		150.4	%
Depreciation and amortization		4,847			5,652			(805	)		-14.2	%
Total operating expenses		22,798			40,723			(17,925	)		-44.0	%
Income from operations		(28,353	)		(40,414	)		12,061			-29.8	%
Total interest (expense), net		(9,067	)		(5,457	)		(3,610	)		66.2	%
Gain (loss) on investment		6,526			2,037			4,489			220.4	%
Income (loss) from continuing operations before income taxes	$	(30,894	)	$	(43,834	)	$	12,940			-29.5	%
Provision for income taxes		34,899			2,912			31,987			1098.5	%
Income (loss) from continuing before equity in earnings of affiliates	$	(65,793	)	$	(46,746	)	$	(19,047	)		40.7	%
Equity in earnings of affiliates		(4,156	)		(4,995	)		839			-16.8	%
Income from continuing operations	$	(69,949	)	$	(51,741	)	$	(18,208	)		35.2	%
Income from continuing operations	$	(30,894	)	$	(43,834	)	$	12,940			-29.5	%
Depreciation and amortization		4,847			5,652			(805	)		-14.2	%
Total interest, net		9,067			5,457			3,610			66.2	%
EBITDA	$	(16,980	)	$	(32,725	)	$	15,745			-48.1	%

 Operating Revenues

Operating revenues for the corporate and eliminations group were ($5.6) million for the first quarter of 2011, representing a decrease of $5.9 million compared to the first quarter of 2010.  The decrease primarily relates to increased levels of inter-company revenue eliminations relative to the first quarter of 2010, and the prior year $3.4 million revenues related to release of purchase accounting reserves.

Eliminations represent revenues and related expenses associated with sales of services and products between subsidiaries of the Company, as well as interest expense and related interest income associated with intercompany notes which are eliminated in the condensed consolidated financial statements.

External Cost of Revenues

Corporate and eliminations group external cost of revenue was not a meaningful balance in either the first quarter of 2011 or 2010.

Salaries and Benefits

Corporate salaries and benefits totaled $47.3 million for the first quarter of 2011.   This is an increase of $0.6 million (1.4%) compared to the first quarter of 2010.  The increase was primarily the result of the elimination of salaries and benefits expense from legacy FAFC due to the Separation (approximately $14.7 million), partially offset by increased salaries and benefits for our stand-alone public company infrastructure, increases due to the transfer of segment level employees to the corporate and eliminations group effective January 1, 2011 (see further discussion in “Other Operating Expenses” below) and severance during the first quarter of 2011 totaling $1.4 million.

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Other Operating Expenses

Corporate had other operating expenses of ($29.8) million for the first quarter of 2011, representing a decrease of $17.9 million compared to the first quarter of 2010.  The decrease was largely attributed to (i) elimination of other operating expenses from legacy FAFC due to the Separation (approximately $14.1 million), (ii) increased operating expenses for our stand-alone public company infrastructure, and (iii) decreases due to increased allocations to the segments due to the transfer of segment level employees to the corporate and eliminations group effective January 1, 2011 (such costs are then allocated out to the segments).   

Depreciation and Amortization

The change in depreciation and amortization expense from the first quarter of 2010 was not significant.

Total Interest, net

Net interest expense was $9.1 million for the first quarter of 2011, an increase of $3.6 million (66.2%) when compared to the first quarter of 2010. The increase in net interest expense is primarily due to a lower interest income on investments combined with higher average outstanding debt balance during the period and the negative impact on interest expense of the interest rate swap that we initiated in 2010.  

Equity in Earnings of Affiliates

Corporate and eliminations group equity in earnings of affiliates decreased $0.8 million in the first quarter of 2011 compared to the first quarter of 2010.  The corporate and eliminations group records income tax expense on the earnings from our investment in affiliates. The 2011 decrease is primarily attributable to reduced income tax expense of $0.8 million on equity in earnings of affiliates for the first quarter of 2011, partially offset by a year-over-year reduction of equity in earnings from corporate joint venture assets.

INCOME TAXES

The effective income tax rate (total income tax expense related to income from continuing operations as a percentage of income from continuing operations before income taxes) was 62.4% for the first quarter of 2011, and 28.2% for the first quarter of 2010. The change in the effective income tax rate is primarily attributable to the provision of income taxes on former partnership income that was attributable to noncontrolling interests for which no income taxes were provided in the quarter ended March 31, 2010, and the approximately $14.0 million reversal of deferred taxes related to our interest in Dorado when it was held as an equity method investment. Income taxes included in equity in earnings of affiliates was $4.2 million for the three first quarter of 2011 and $5.0 million for first quarter of 2010.

Prior to December 31, 2010, a large portion of our income attributable to noncontrolling interests was generated by a limited liability company subsidiary, which for tax purposes, was treated as a partnership. Accordingly, no income taxes were provided for the portion of the partnership income attributable to noncontrolling interests.  Effective January 1, 2011, income from this limited liability company subsidiary is wholly attributable to CoreLogic and income taxes are provided on all of its income.

We evaluate the realizability of our deferred tax assets by assessing our valuation allowance and by adjusting the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are our forecast of future taxable income and available tax planning strategies that could be implemented to realize the deferred tax assets. Failure to achieve forecasted taxable income in the applicable taxing jurisdictions could affect the ultimate realization of deferred tax assets and could result in an increase in our effective tax rate on future earnings.

NET INCOME FROM CONTINUING OPERATIONS AND NET INCOME ATTRIBUTABLE TO THE COMPANY

Net income from continuing operations was $24.1 million for the first quarter of 2011 as compared $20.1 million for the first quarter of 2010. Net income attributable to CoreLogic for the first quarter of 2011 was $23.3 million, or $0.20 per diluted share relative to $29.4 million, or $0.28 per diluted share, in the first quarter of 2010. Net income attributable to noncontrolling interests was $0.8 million for the first quarter of 2011 and $9.2 million for the first quarter of 2010. 

LIQUIDITY AND CAPITAL RESOURCES

Total cash and cash equivalents decreased $297.4 million in the first quarter of 2011 and decreased $258.5 million in the first quarter of 2010. The decrease for the current-year period was due primarily to purchases of redeemable noncontrolling interests, cash used for acquisitions, capital expenditures, and repayment of debt. The uses were partly offset by positive cash flow from operations and net cash from sale of investments.  The decrease for the prior-year period was due primarily to cash generated by operations (which was negatively impacted by the legacy FAFC corporate costs), cash used by discontinued operations for operating, investing and financing purposes, purchase of redeemable non-controlling interests and capital expenditures.

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Due to our liquid-asset position and our ability to generate cash flows from operations, management believes that our resources are sufficient to satisfy our anticipated operational cash requirements, debt service and other contractual obligations (including anticipated acquisition commitments) through the next twelve months.

Credit Agreement

On April 12, 2010, we signed and closed a third amended and restated credit agreement (the “Credit Agreement”), with JPMorgan Chase Bank, N.A. (“JPMorgan”), Wells Fargo Securities and a syndicate of lenders. JPMorgan also served as administrative agent and collateral agent.

The Credit Agreement amended and restated our second amended and restated credit agreement dated as of November 16, 2009. We used the proceeds from the extensions of credit under the Credit Agreement for working capital and other general corporate purposes.

The Credit Agreement consists of a $350.0 million, six-year term loan facility, expiring April 12, 2016, and a $500.0 million revolving credit facility with a $50.0 million letter of credit sub-facility. The term loan facility was drawn in full as of the closing date and we used the proceeds to settle the cash tender offers discussed below, as well as to pay down amounts owed on the previous revolving credit facility. The revolving loan commitments are scheduled to terminate on July 11, 2012.

The Credit Agreement provides for the ability to increase the term loan facility by $200 million provided that the total credit exposure under the Credit Agreement does not exceed $1.05 billion in the aggregate.

To secure our obligations under the Credit Agreement, the Company and the Guarantors (as defined below, collectively, (the “Loan Parties”)) have granted JPMorgan, as collateral agent, a security interest over substantially all of their personal property and a mortgage or deed of trust over all their real property with a fair market value of $1 million or more. In addition, our obligations under the Credit Agreement are guaranteed by our subsidiaries that comprise at least 95% of our total U.S. assets (the “Guarantors”).

The term loan is subject to mandatory repayment that commenced on September 30, 2010 and continues on each three-month anniversary thereafter until and including March 31, 2016 in an amount equal to $875,000. The outstanding balance of the term loan is due on April 12, 2016. The term loan is subject to prepayment from (i) the net proceeds (as defined in the Credit Agreement) of certain debt incurred or issued by any Loan Party (as defined in the Credit Agreement), (ii) a percentage of excess cash flow (as defined in the Credit Agreement)) (unless our leverage ratio is less than 1:1) and (iii) the net proceeds received (and not reinvested) by any Loan Party from certain assets sales and recovery events.

At our election, borrowings under the Credit Agreement will bear interest at (i) the alternate base rate (defined as the greatest of (a) JPMorgan’s “prime rate”, (b) the Federal Funds effective rate plus 0.5% and (c) the reserve adjusted London interbank offering rate for a one month Eurodollar borrowing plus 1.0%) (the “Alternate Base Rate”) plus the CoreLogic Applicable Rate (as defined in the Credit Agreement) or (ii) the London interbank offering rate for Eurodollar borrowings (the “LIBO Rate”) adjusted for statutory reserves (the “Adjusted LIBO Rate”), provided that the minimum LIBO Rate with respect to any term loan shall not be less than 1.50%, plus the CoreLogic Applicable Rate. We may select interest periods of one, two, three or six months or, if all lenders agree, nine or twelve months for Eurodollar borrowings of revolving loans. The initial interest period for the term loans is one month. At the end of the initial one-month period, we may select interest periods of three or six months or, if all lenders agree, one, two, nine or twelve months for Eurodollar borrowings of term loans.

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The Applicable Rate varies depending upon our leverage ratio. The minimum Applicable Rate for Alternate Base Rate borrowings is 1.75% and the maximum Applicable Rate is 2.25%. The minimum Applicable Rate for Adjusted LIBO Rate borrowings is 2.75% and the maximum Applicable Rate is 3.25%. As of March 31, 2011, the effective rate for the term loans was 4.75%.

In October 2010, we entered into an amortizing interest rate swap transaction (the “Swaps”) that terminates in April 2016. The Swaps were for an initial notional balance of $348.3 million and amortize quarterly by $875,000, through March 31, 2016 with the outstanding notional balance amortizing on April 12, 2016. Under the terms of the Swaps, we pay a fixed interest rate of 2.43% and the counterparties pay three month LIBOR, subject to a 1.50% floor interest rate. In the first quarter of 2011, we recognized a $0.8 million gain in other comprehensive income related to the Swaps. It is our policy to execute such instruments with creditworthy banks and not to enter into derivative financial instruments for speculative purposes. As of March 31, 2011, we believe our interest rate swap counterparties will be able to fulfill their obligations under our agreements, and we believe we will have debt outstanding through the various expiration dates of the Swaps such that the occurrence of future hedge cash flows remains probable.

The Credit Agreement includes representations and warranties, as well as reporting covenants, affirmative covenants, negative covenants, financial covenants and events of default, all of which are customary for financings of this type.

At March 31, 2011, we had available lines of credit under the Credit Agreement of $500.0 million, and were in compliance with the financial covenants of our loan agreements.  Since March 31, 2011, we drew down $305.0 million on our revolving line of credit. The proceeds were primarily for funding of the acquisition of RP Data and share repurchases.

In April 2011, we initiated the renewal of our revolving credit facility, which is scheduled to expire in July 2012 and we are seeking to refinance our existing $350.0 million term loan facility.

In January 2011, we announced an agreement with the independent board of directors of RP Data Limited (“RP Data”) to recommend to RP Data shareholders our acquisition of all of the outstanding shares of RP Data that we currently do not own for a price of Australian dollars (“A$”) 1.65 per share plus the repayment of existing debt.  On April 20, 2011, the independent stockholders of RP Data approved the acquisition. The transaction is expected to close in the second quarter. We estimate that the consideration paid will be approximately A$194.0 million.  In the first quarter of 2011, we entered into a forward purchase agreement for A$30.0 million to economically hedge a portion of the foreign currency exchange rate risk associated with the proposed acquisition, which we expect to close in the second quarter of 2011.  The inputs used to determine the estimated fair value of the forward purchase agreement are Level 2-type measurements. In the first quarter of 2011, we recorded $1.3 million mark-to-market gain associated with this forward purchase agreement.

On November 4, 2010, we announced our intention to repurchase up to $100.0 million of our common stock between November 4, 2010 and December 31, 2011, under the terms of our existing authorized stock repurchase plan. In February 2011, we amended our Credit Agreement to remove the annual limitations on stock repurchases and to provide an incremental $100.0 million of repurchase capacity. Based on this amendment, we have the ability to repurchase $320.0 million of our common stock with no annual limits.  Through April 30, 2011, we have repurchased $116.1 million of our common stock, including the $75.8 million for the acquisition of shares from FAFC.

Availability of Additional Liquidity

Our access to additional capital, whether from private capital sources (including financial institutions) or the public capital markets, fluctuates as market conditions change. There may be times when the private capital markets and the public debt or equity markets lack sufficient liquidity or when our securities cannot be sold at attractive prices, in which case we would not be able to access capital from these sources. Based on current market conditions, and our financial condition (including our ability to satisfy the conditions contained in our Credit Agreement that are required to be satisfied to permit us to incur additional indebtedness), we believe that we have the ability to effectively access these liquidity sources for new borrowings. However, a weakening of our financial condition or strength, including a significant decrease in our profitability or cash flows or a material increase in our leverage could adversely affect our ability to access these markets and/or increase our cost of borrowings.

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Contractual Obligations

The following is a schedule of long-term contractual commitments, as of March 31, 2011, over the periods in which they are expected to be paid:

(in thousands)	2011		2012		2013		2014		2015		Thereafter		Total
Operating leases	$	39,036	$	42,761	$	27,997	$	16,434	$	14,202	$	15,633		156,063
Long-term debt		25,219		72,770		9,204		11,871		6,528		398,596		524,188
Interest payments related to debt (1)		23,163		27,006		24,991		24,543		22,085		60,854		182,642
Total (2)	$	87,418	$	142,537	$	62,192	$	52,848	$	42,815	$	475,083	$	862,893

(1) Estimated interest payments are calculated assuming current interest rates over minimum maturity periods specified in debt agreements.

(2) Excludes a net tax liability of $21.3 million related to uncertain tax positions due to uncertainty of payment period.

Critical Accounting Policies and Estimates

For additional information with respect to the Company’s critical accounting policies which the Company believes could have the most significant effect on the Company’s reported results and require subjective or complex judgments by management see pages 30-33 in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.  Management believes that at March 31, 2011, there had been no material changes to this information.

Recent Accounting Pronouncements

In January 2010, the Financial Accounting Standards Board (“FASB”) issued updated guidance related to fair value measurements and disclosures, which requires a reporting entity to disclose separately, a reconciliation for fair value measurements using material unobservable inputs (Level 3) information about purchases, sales, issuances and settlements (that is, on a gross basis rather than one net number). The updated guidance is effective for interim or annual financial reporting periods beginning after December 15, 2010 and for interim periods within the fiscal year. Management does not expect the adoption of this standard will have a material impact on our condensed consolidated financial statements.

In February 2010, the FASB issued updated guidance which amended the subsequent events disclosure requirements to eliminate the requirement for SEC filers to disclose the date through which it has evaluated subsequent events, clarify the period through which conduit bond obligors must evaluate subsequent events and refine the scope of the disclosure requirements for reissued financial statements. The updated guidance was effective upon issuance. Except for the disclosure requirements, the adoption of the guidance had no impact on our condensed consolidated financial statements.

In December 2010, the FASB issued updated guidance related to when to perform Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts.  The guidance amends the criteria for performing Step 2 of the goodwill impairment test for reporting units with zero or negative carrying amounts and requires performing Step 2 if qualitative factors indicate that it is more likely than not that a goodwill impairment exists. The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

In December 2010, the FASB issued updated guidance which addresses diversity in practice about the interpretation of the pro forma revenue and earnings disclosure requirements for business combinations. The amendments specify that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only. The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings. The amendments are effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2010. The adoption of this standard did not have a material impact on our condensed consolidated financial statements.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Our primary exposure to market risk relates to interest-rate risk associated with certain financial instruments. Although we monitor our risk associated with fluctuations in interest rates, we do not currently use derivative financial instruments on any material scale to hedge these risks.  In October 2010, we entered into interest rate swap agreements with various counterparties to remove the interest rate floor and convert the variable rate borrowings on our $350.0 million term loan facility to a fixed rate.  The weighted average fixed rate on the swaps is 2.42%. At March 31, 2011, there was zero outstanding on the term loan facility.  In April 2011, we drew down $130.0 million on our revolving line of credit.

39

We are also subject to equity price risk related to our equity securities portfolio. At March 31, 2011, we had equity securities with a cost of $21.8 million and fair value of $21.6 million.

Although we are subject to foreign currency exchange rate risk as a result of our operations in certain foreign countries, the foreign exchange exposure related to these operations, in the aggregate, is not material to our financial condition or results of operations.

In January 2011, we announced an agreement with the independent board of directors of RP Data Limited (“RP Data”) to recommend to RP Data shareholders our acquisition of all of the outstanding shares of RP Data that we currently do not own for a price of Australian dollars (“A$”) 1.65 per share plus the repayment of existing debt. On April 20, 2011, the independant stockholders of RP Data approved the acquisition. The transaction is expected to close in the second quarter. We estimate that the consideration paid will be approximately A$194.0 million.  In the first quarter of 2011, we entered into a forward purchase agreement for A$30.0 million to economically hedge a portion of the foreign currency exchange rate risk associated with the proposed acquisition, which we expect to close in the second quarter of 2011.  The inputs used to determine the estimated fair value of the forward purchase agreement are Level 2-type measurements. In the first quarter of 2011, we recorded $1.3 million mark-to-market gain associated with this forward purchase agreement.

There have been no material changes in our market risks since the filing of our Form 10-K for the year ended December 31, 2010.

Item 4.  Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Our chief executive officer and principal financial officer have concluded that, as of the end of the quarterly period covered by this Quarterly Report on Form 10-Q, our disclosure controls and procedures, as defined in Rule 13a-15(e) of the Securities Exchange Act of 1934, as amended, were effective, based on the evaluation of these controls and procedures required by Rule 13a-15(b) thereunder.

Changes in Internal Control Over Financial Reporting

Effective February 10, 2011, Anthony S. Piszel resigned as Chief Financial Officer of the Company. As a result of Mr. Piszel’s departure, our internal controls around the review and approval of our financial reports, including related disclosures, were modified. Other than the change mentioned above, there were no changes in our internal control over financial reporting during the quarter ended March 31, 2011 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II: OTHER INFORMATION

Item  1.  Legal Proceedings.

For a description of our legal proceedings, see Note 13 – Litigation and Regulatory Contingencies of our condensed consolidated financial statements, which is incorporated by reference in response to this item.

Item  1A.  Risk Factors.

You should carefully consider the risk factors set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2010, as well as the other information contained in our Annual Report on Form 10-K, as updated or modified in subsequent filings.  We face risks other than those listed in the Annual Report on Form 10-K, as updated, including those that are unknown and others of which we may be aware but, at present, consider immaterial.  There have been no material changes to the risk factors disclosed in our most recent Annual Report on Form 10-K, except as set forth below.  The numbering of the risk factors below is keyed to the numbering sequence in Part 1, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2010:

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Risks Relating to Our Business

7. Increases in the size of our mortgage industry customers enhance their negotiating position with respect to pricing and terms, may decrease their need for our services, and may increase our exposure to loss or consolidation of such customers.

Many of our mortgage industry customers are increasing in size as a result of consolidation or the failure of their competitors. For example, we believe that four lenders collectively originate more than 50% of mortgage loans in the United States. During the year ended December 31, 2010, we had one customer (JPMorgan Chase & Co.) that accounted for approximately 10.6% of our consolidated operating revenues (14.5% of the operating revenues in our business and information services segment and 5.9% in our data and analytics segment). As a result, we may derive a higher percentage of our revenues from a smaller base of larger customers, which would enhance the ability of these customers to negotiate more favorable terms for our products and services, including more favorable pricing. These larger customers may also begin performing internally some or all of the services we provide and, consequently, their demand for our products and services may decrease. Any of these developments could adversely affect our revenues and profitability. In addition, we are partners in several joint ventures with some of our large customers where we do not control the management of the operations of the joint venture.  A decrease in earnings derived from these joint ventures could have a negative impact on our earnings and cash flow and we may not have the ability to prevent such a decrease.  Changes in our relationship with one or more of our largest customers or the loss of all or a substantial portion of the business we derive from these customers could have a material adverse effect on our business and results of operations.

Risks Relating to the Separation of FAFC

8. Conflicts of interest may arise because certain of our directors and officers are also directors and officers of our related parties.

Because of their current or former positions with FAC prior to the Separation, several of our executive officers, including our executive chairman, our president and chief executive officer, and most of our directors, beneficially own common shares of FAFC that they received in the Separation. Our executive chairman, who also serves as FAFC’s executive chairman, continues to own options to purchase common shares of FAFC and FAFC restricted stock units. These dual roles and equity interests in FAFC may create, or create the appearance of, conflicts of interest when these individuals are faced with decisions that do not benefit us and FAFC in the same manner.  In connection with our board of director’s determination not to nominate our executive chairman for reelection to the board at our annual meeting, our executive chairman will become chairman emeritus and will retire as our executive chairman effective immediately following the annual meeting of stockholders on May 19, 2011.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.

Unregistered Sales of Equity Securities

During the quarter ended March 31, 2011, we did not issue any unregistered common shares.

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

The following table describes purchases by us of our common shares which settled during each period set forth in the table. Prices in column (b) include commissions. Purchases described in column (c) were made pursuant to our share repurchase program initially announced by us on May 18, 2004, which was amended to add additional amounts to the repurchase authorization as subsequently announced on May 19, 2005, June 26, 2006, and January 15, 2008. The amounts in column (d) reflect the effect of these amendments. Under this plan, which has no expiration date, we may repurchase up to $800 million of shares of our issued and outstanding common stock. During the quarter ended March 31, 2011, we repurchased 832,100 shares under this plan and cumulatively we have repurchased $484.9 million (including commissions) of our shares and had the authority to repurchase an additional $315.1 million (including commissions) of shares under the plan as of March 31, 2011.  

On November 4, 2010, we announced our intention to repurchase up to $100.0 million of our common stock between November 4, 2010 and December 31, 2011 under the terms of our existing authorized stock repurchase plan. In February 2011, we amended our Credit Agreement to remove the annual limitations on stock repurchases and to provide an incremental $100.0 million of repurchase capacity. Based on this amendment, we now have the ability to repurchase $320.0 million of our common stock with no annual limits.  Through April 30, 2011, we have repurchased $116.1 million of our common stock, including the $75.8 million for the acquisition of shares from FAFC.

41

Issuer Purchases of Equity Securities

	(a)		(b)		(c)		(d)
Period	Total Number of Shares Purchased		Average Price Paid per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs		Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
January 1 to January 31, 2011		—	$	—		—	$	330,198,315
February 1 to February 28, 2011		32,100		18.80		32,100		329,594,899
March 1 to March 31, 2011		800,000		18.10		800,000		315,116,339
Total		832,100	$	18.13		832,100	$	315,116,339

Item  3.  Defaults Upon Senior Securities.

None.

Item  4.  Removed and Reserved.

Item  5.  Other Information.

Chief Executive Officer Employment Agreement

On May 3, 2011, the Company entered into an employment agreement with Anand K. Nallathambi, the Company’s Chief Executive Officer (the “Employment Agreement”) which governs the employment relationship between the Company and Mr. Nallathambi pursuant to which Mr. Nallathambi serves as the Company’s Chief Executive Officer.  During Mr. Nallathambi’s service as the Company’s Chief Executive Officer, the Company will pay Mr. Nallathambi an initial base salary of $800,000 per year (“Base Salary”), which may be increased at the discretion of the Company’s Compensation Committee.  Mr. Nallathambi will be eligible to receive an annual incentive bonus (“Incentive Bonus”) and annual long-term incentive awards (“LTI Awards”), each in an amount to be determined by the Company’s Compensation Committee in its sole discretion.  For 2011 and 2012, Mr. Nallathambi’s Incentive Bonus award at target performance will be at least 125% of Mr. Nallathambi’s Base Salary and for 2012, Mr. Nallathambi’s LTI Awards at target performance will have a grant-date value of at least $2,700,000.

The Employment Agreement further provides that if Mr. Nallathambi’s employment with the Company terminates as a result of Involuntary Termination (as defined in the Employment Agreement), Mr. Nallathambi is entitled to receive:

(a) an amount equal to two times the sum of (i) Mr. Nallathambi’s annualized Base Salary in effect on the date his employment terminates (the “Severance Date”) plus (ii) the target annual Incentive Bonus amount for Mr. Nallathambi in effect on the Severance Date (the “Severance Benefit”).  The Severance Benefit will be payable in a lump sum equal to 7/24 of the Severance Benefit on the seventh month after the Severance Date with an additional 1/24 of the Severance Benefit paid each month until the month which is 24 months after the Severance Date;

(b) COBRA medical coverage for a period of 24 months following the month in which Mr. Nallathambi’s Separation from Service occurs (subject to earlier termination in certain circumstances);

(c) any Incentive Bonus that would otherwise have been paid to Mr. Nallathambi had his employment with the Company not been terminated with respect to any fiscal year that ended before the Severance Date; and

(d) a pro rated portion of the Incentive Bonus that would otherwise have been paid to Mr. Nallathambi with respect to the fiscal year in which the Severance Date occurs had Mr. Nallathambi’s employment with the Company not been terminated.

These payments are contingent upon Mr. Nallathambi signing a general release of claims and compliance with certain post-termination covenants in the Employment Agreement.  No benefits are payable if Mr. Nallathambi decides voluntarily to terminate his employment with the Company or if he is terminated for Cause (as defined in the Employment Agreement).  If Mr. Nallathambi’s employment relationship is terminated as a result of death or disability, Mr. Nallathambi or his estate will become entitled to receive the amounts contemplated by paragraphs (c) and (d) above.

Notwithstanding the foregoing, if Mr. Nallathambi breaches his post-termination covenants in the Employment Agreement or any obligation under the Confidentiality Agreement (as defined in the Employment Agreement) the Company will no longer be obligated to pay any (i) unpaid portion of the Severance Benefit, (ii) unpaid amount contemplated by paragraphs (c) or (d) above, (iii) amount triggered upon Mr. Nallathambi’s death or disability as described above, or (iv) Company-paid or reimbursed COBRA coverage.

In the event of a Change in Control (as defined in the Employment Agreement), Mr. Nallathambi will no longer be entitled to the amounts described above, and Mr. Nallathambi’s right to receive any severance benefits in connection with a termination of employment upon or after the date of such Change in Control shall be governed by the Change in Control Agreement between the Company and Mr. Nallathambi.

Pursuant to the Employment Agreement, the terms and conditions of Mr. Nallathambi’s prior employment agreement dated August 9, 2009, terminated and became null and void in all respects.

The preceding summary of the Employment Agreement is qualified in its entirety by the Employment Agreement attached hereto as Exhibit 10.6 and incorporated herein by reference.

Employment Agreements with Barry M. Sando and George S. Livermore

In addition, on May 5, 2011, the Company entered into a new employment agreement with each of Barry M. Sando and George S. Livermore, in substantially the form  attached hereto as Exhibit 10.7.  The material terms of the new employment agreements are consistent with the summary of the material terms of the Employment Agreement being entered into with Mr. Nallathambi except that: (1) the initial Base Salary will be $500,000, (2) the Incentive Bonus award at target performance for 2012 will be 100%, (3) the LTI Awards at target performance for 2012 will have a grant-date value of $750,000, and (4) the definition of “Involuntary Termination” will not apply in the event of a resignation by the named executive officer for Good Reason (as defined in the Employment Agreement).  Pursuant to the terms of each of the employment agreements that the Company entered into with Messrs. Sando and Livermore the terms and conditions of each of Messrs. Sando and Livermore’s existing employment agreement will terminate and be null and void in all respects upon the effective date of the new employment agreements, which will be January 1, 2012.  Additionally, the post-termination covenants included in each of Messrs. Sando and Livermore’s new employment agreement will be  prepared in accordance with applicable state law.

The preceding summary of the employment agreements entered into with each of Messrs. Sando and Livermore are qualified in their entirety by the form of employment agreement attached hereto as Exhibit 10.7 and incorporated herein by reference.

In addition, from time to time, the Company expects to enter into employment agreements with additional executive officers in substantially the form attached hereto as Exhibit 10.7.

Item 6.  Exhibits.

See Exhibit Index.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	CoreLogic, Inc.
	(Registrant)
	By: /s/   Anand Nallathambi
	Anand Nallathambi
	President and Chief Executive Officer
	(Principal Executive Officer)
	By: /s/ Michael A. Rasic
	Michael A. Rasic
	Senior Vice President, Finance and Accounting
	(Principal Financial Officer)
Date: May 6, 2011

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EXHIBIT INDEX

Exhibit
Number	Description
10.1	Separation Agreement and General Release, dated as of February 4, 2011, between CoreLogic, Inc. and Anthony Piszel. ü
10.2	Amendment No. 2 to Third Amended and Restated Credit Agreement, dated February 22, 2011, between CoreLogic, Inc. and JPMorgan Chase Bank, N.A., as administrative agent (Incorporated by reference herein from Exhibit 10.1 to the Company’s Form 8-K as filed with the SEC on February 28, 2011).
10.3*	Agreement for Service, dated October 7, 1998, between CoreLogic CREDCO (formerly First American CREDCO) and Equifax Credit Information Services, Inc. ü
10.4	Addendum to Agreement for Service, dated May 31, 2000, between CoreLogic CREDCO (formerly First American CREDCO) and Equifax Credit Information Services, Inc. ü
10.5	Reseller Service Agreement, dated April 26, 2011, between CoreLogic, Inc. and Trans Union LLC. ü
10.6	Employment Agreement, dated May 3, 2011, between CoreLogic, Inc. and Anand K. Nallathambi. ü
10.7	Form of Employment Agreement. ü
31.1	Certification by Chief Executive Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. ü
31.2	Certification by Principal Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934. ü
32.1	Certification by Chief Executive Officer Pursuant to 18 U.S.C. Section 1350. ü
32.2	Certification by Principal Financial Officer Pursuant to 18 U.S.C. Section 1350. ü

ü	Included in this filing
*	Confidential treatment has been requested with respect to portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934 and these confidential portions have been redacted from the filing made herewith.  A complete copy of this exhibit, including the redacted terms, has been separately filed with the Securities and Exchange Commission.

44

EX-10.1

Exhibit 10.1

PERSONALANDCONFIDENTIAL

SEPARATION  AGREEMENT AND GENERAL RELEASE

This Separation Agreement and General Release (this "Agreement"), dated as of February 4, 2011, is entered into by and between Anthony S. Piszel ("Executive") and CoreLogic, Inc. (the "Company"; the Company and Executive, each a "Party" and, collectively, the "Parties"), and is intended by the Parties to conclude any and all issues arising out of or regarding Executive's employment with the Company and any of its affiliates.

WHEREAS, Executive and the Company are parties to a stock option award agreement governing stock options granted to Executive on June 2, 2010 (the "Options"), a restricted stock unit award agreement governing "Bonus Restricted Stock Units" ("Bonus RSUs") granted to Executive on March 3, 2010,  and restricted stock unit award agreements governing "Other Restricted Stock Units" (which are also known as "LTI Restricted Stock Units" or "LTI RSUs" and are referred to herein as "Other RSUs") granted to Executive on March 4, 2009 and March 3, 2010 (collectively all such agreements the "Equity Award Agreements").

WHEREAS, Executive and the Company are parties to a Confidential Information and Inventions Agreement (the "Confidentiality Agreement").

WHEREAS, the Parties now mutually desire to terminate their employment relationship on the terms set forth herein.

NOW,  THEREFORE,  in  consideration  of  the  mutual  covenants  and  agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound, the Parties agree as follows:

1. Terminationof Employment.

1.1. TheCompanyandExecutiveagreethatExecutive'spositionasChiefFinancial OfficeroftheCompany,aswellasanyotherpositionsExecutivemayhold asan officeroftheCompanyanditssubsidiariesandaffiliates,shallterminateeffective immediatelyasofthedatehereof,butthatExecutiveshallcontinuetoserveasa full-timenon-executiveemployeeoftheCompanyfromthedatehereofthrough June1,2011(the"SeparationDate"). Duringtheperiodbetweenthedatehereof andtheSeparationDate,ExecutiveshallcooperatewithandassisttheCompany inthesmoothtransitionofhisdutiesandresponsibilitiestohissuccessorandwill rendersuchservicesastheCompany'sChiefExecutiveOfficermayreasonably requestduring normal businesshours. Onthe Separation Date,Executive's serviceasanemployeeoftheCompanyanditssubsidiariesandaffiliateswill terminate. Executiveshallcontinuetoreceivehiscurrentbasesalarythroughthe SeparationDate;provided,however,thatExecutiveshallnotbeentitledtoany additionalequity-basedincentive compensationawardsfromtheCompanyfrom andafterthedatehereof. Executive'sfinalpaycheck,including anyaccrued vacationpaytowhichExecutiveisentitled,(lesslegallyrequiredwithholdings anddeductions)shallbe paidtoExecutiveonthe SeparationDate.TheCompany acknowledgesandagreesthatforallpurposes,includingfor purposesofthe EquityAward Agreements,Executive'semploymenthasbeenterminatedwithout"Cause."

PERSONALANDCONFIDENTIAL

Page 2

1.2. Executive's Company-provided group health insurance will end on June 30, 2011. If Executive desires continued health coverage under COBRA after June 30, 2011, Executive will be responsible for the premiums for such coverage. Information regarding COBRA coverage will be sent to Executive by the Company's benefits administrator around the time of the Separation Date.

1.3. Executive shall  be reimbursed for all properly incurred business expenses in accordance with Company policy; provided that Executive shall submit appropriate documentation for such expenses in accordance with Company policy within ten (10) business days following the Separation Date.

1.4. Executive is entitled to Executive's final paycheck, COBRA rights, and expense reimbursement, regardless of whether Executive chooses to sign this Agreement.

2. SeparationPackage.

2.1. If Executive signs, returns and complies with this Agreement and this Agreement becomes effective in accordance with Section 13 hereof, the Company will pay Executive separation pay in the amount of $1,008,000, less legally required withholdings and deductions (the "Separation Pay").  The Separation Pay will be paid as following:   (i) 50% of the Separation Pay will be paid to Executive in equal installments over 12 months on the Company's bi-weekly pay dates beginning on the next scheduled payroll date following the later of the Separation Date and the Effective  Date (as defined in Section 13)  and  (ii) 50% of the Separation Pay will be paid in lump sum on the first anniversary of the Separation Date; provided, in each case that Executive continues to comply with the covenants set forth in this Agreement through each such date, including Section 6 hereof.   In the event Executive breaches any of the covenants set forth in this Agreement, including Section 6 hereof, continued payment of the Separation Pay shall immediately cease as of the date of such breach and any then unpaid portion of the Separation Pay will be immediately forfeited.   Executive agrees that, notwithstanding the foregoing, the Release in Section 7 below shall remain fully binding and enforceable on account of Executive's prior receipt of Separation Pay installments in the event that payment of the Separation Pay ceases as a result of Executive's breach of this Agreement.

2.2. If Executive signs, returns and complies with this Agreement and this Agreement becomes effective in accordance with Section 13 hereof, and provided Executive timely elects and remain eligible for health care continuation coverage under COBRA, the Company will reimburse Executive for the cost of COBRA premiums for Executive and his eligible dependents for up to 12 months following the Separation Date, but not to exceed $20,000. If Executive desires continued health coverage under COBRA after the 12-month period, Executive will be solely responsible for the premiums for such coverage.

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PERSONALANDCONFIDENTIAL

Page 3

2.3. The Company and Executive acknowledge and agree that Options, Bonus RSUs and Other RSUs shall vest and become exercisable in accordance with the terms of the applicable Equity Award Agreements through the Separation Date. This Agreement shall constitute a separation agreement for purposes of determining the Period of Restriction, as defined in the Equity Award Agreements, to the extent applicable. The Company and Executive acknowledge and agree that if Executive signs, returns and complies with this Agreement and this Agreement becomes effective in accordance with Section 13 hereof, the Period of Restriction applicable to Executive's outstanding, unvested Bonus RSUs will lapse on the first anniversary of the Separation Date; provided that the Executive continues to comply with the covenants set forth in this Agreement, including Section 6 hereof, through such date. For the avoidance of doubt, all of Executive's unvested Options and Other RSUs shall terminate and be forfeited immediately as of the Separation Date. In addition, in the event Executive breaches any of the covenants set forth in this Agreement, including Section 6 hereof, prior to the first anniversary of the Separation Date, any unvested Bonus RSUs shall terminate and be forfeited as of the date of such breach.

3. OtherBenefits.

3.1. Nothing in this Agreement shall constitute a waiver of any benefits which are already vested as of the Separation Date under any Company 401(k) or retirement plan, and Executive shall remain fully entitled to all such benefits in accordance with the terms of the applicable plan.

3.2. Other than the amounts/benefits set forth above, Executive is not eligible for, and will not receive, any other compensation or benefit following the Separation Date.

3.3. As a participant in the Company's Deferred Compensation Plan, Executive will be eligible to receive payments according to the terms of that plan; provided, however, that any unvested contributions allocated to Executive's account under the Deferred Compensation Plan shall be forfeited as of the Separation Date. Executive understands that he may be considered a "specified employee" pursuant to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), which generally provides that nonqualified deferred compensation payments upon separation from service, other than due to death, to "specified employees" of public companies cannot be made earlier than six months after the Separation Date and that any payment made to Executive under any retirement or other benefit may be delayed as provided in the Deferred Compensation Plan.

-3

PERSONALANDCONFIDENTIAL

Page 4

3.4. The Company acknowledges and agrees that Executive shall have no obligation in connection with the termination of his employment to repay any of the relocation benefits that Executive has previously received from the Company.

4. Full Understanding and Voluntary Acceptance. Executive agrees that Executive understands all the terms of this Agreement. Executive is executing this Agreement voluntarily with full knowledge of its significance.

5. Non-Disparagement. Executive agrees not to make any disparaging comments about the Company, its policies, practices and procedures, or about any of the Released Parties (as defined in Section 7.1 below), to any persons inside or outside the Company, including but not limited to, current and former employees.

6. Post-SeparationCovenants.

6.1. Acknowledgment. Executive acknowledges and agrees that in the performance of Executive's duties of employment to the Company, Executive was brought into frequent contact with existing and potential customers of the Company and its affiliates throughout the world.   Executive also  agrees that trade secrets and confidential information of the Company and its affiliates gained by Executive during Executive's  association with the Company have been developed by the Company and its affiliates through substantial expenditures of time, effort and money and  constitute valuable and  unique property of  the  Company and its affiliates, and the Company and/or its affiliates will suffer substantial damage and irreparable harm which will be difficult to compute if, during the Term and thereafter, Executive should disclose or improperly use such confidential information and trade secrets in violation of the provisions of this Section 6. Executive further understands and agrees that the foregoing makes it necessary for the protection of the businesses of the Company and its affiliates that Executive not compete with the Company or any of its affiliates as provided in this Section 6.

6.2. Non-Competition.  Until the first anniversary of the Separation Date, Executive will not, directly or indirectly, engage in or render any service of a business, commercial or professional nature to any other person, entity or organization, whether for compensation or otherwise, that is in competition with the Company or any of its affiliates anywhere in the world.  In accordance with this restriction, but without limiting its terms, Executive will not:

a. enter into or engage in any business which competes with the business of the Company or any of its affiliates;

b. solicit customers, business, patronage or orders for, or sell, any products or services in competition with, or for any business that competes with, the business of the Company or any of its affiliates;

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PERSONALANDCONFIDENTIAL

Page 5

c. divert, entice, or take away any customers, business, patronage or orders of the Company or any of its affiliates or attempt to do so, or take another other action that could reasonably be expected to adversely affect the relationship between the Company and any of its customers (including, but not limited to, customers of the Company with which Executive has a financial relationship);

d. promote or assist, financially or otherwise, any person, firm, association, partnership, corporation or other entity engaged in any business which competes with the business of the Company or any of its affiliates; or

e. provide advice to and/or assist, financially or otherwise, any person, firm, association, partnership, corporation or other entity that currently has or, prior to the first anniversary of the Separation Date, acquires an ownership interest in the Company.

The Company's sole remedy for a breach of this Section 6.2 shall be termination of the Company's obligation to make further payments of any Separation Pay or to provide other benefits pursuant to Section 2 of this Agreement or under the Equity Award Agreements and, for the avoidance of doubt, the Company shall not be entitled to  monetary  damages in the event of  any  such  breach.   For the purposes of  Section 6.2,  but  without limitation thereof, Executive will  be in violation thereof if Executive engages in any or all of the activities set forth therein directly as an individual on Executive's own account, or indirectly as a stockholder, partner, joint venturer, Executive, agent, salesperson, consultant, officer and/or director of, or by virtue of the ownership by Executive's spouse, child or parent of any equity interest in, any firm, association, partnership, corporation or other entity engaging in any or all of such activities; provided, however, Executive's  or Executive's spouse's, child's  or parent's ownership of less than one percent (1%) of the issued equity interest in any publicly traded corporation shall not alone constitute a violation of this Section 6.2.

6.3. Non-Solicitation/Interference. Until the first anniversary of the Separation Date, Executive agrees to not directly or indirectly, disrupt, damage, impair or interfere with the Company's or any of its affiliates' business by raiding any of the Company's or such affiliates' employees or soliciting any of them to resign from their employment by the Company or any such affiliate, or by disrupting the relationship between the Company or any of its affiliates and any of their respectiveconsultants, agents, representatives or vendors. Executive acknowledges that this covenant is necessary to enable the Company and its affiliates to maintain a stable workforce and remain in business.

6.4. ReturnofProperty. Executive represents that on or before the Separation Date he will return all property of the Company or any of its affiliates of any nature and description whatsoever in his possession or under his direct or indirect control, including, but not limited to, credit cards, keys, access cards, computer software, computer and office equipment, files, documents, books and records; provided, however, that Executive is not required to return the Company-issued mobile phone currently in his possession, which the Company hereby assigns and transfers to Executive. Executive acknowledges that from and after his Separation Date he will be responsible for any charges incurred in connection with the use of such mobile phone; provided, further, that to the extent any Company property is stored electronically on Executive's mobile phone, Executive agrees to submit his mobile phone to the Company to ensure that all such information is permanently deleted.

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PERSONALANDCONFIDENTIAL

Page 6

6.5. TradeSecretsandConfidentialInformation. Executive acknowledges and agrees that in the performance of Executive's duties to the Company he has learned, obtained, acquired, and become aware of information about the Released Parties (as defined below) and their businesses, including, without limitation, unique selling and servicing methods and business techniques, business strategies, financial information, training, service and business manuals, promotional materials, training courses and other training and instructional materials, vendor and product information, customer and prospective customer lists, other customer and prospective customer information, processes, inventions, patents, copyrights, trademarks and other intellectual property and intangible rights, legal matters, personal information regarding officers and other employees, and other business information (collectively referred to as "Confidential Information"). Executive specifically acknowledges that all such Confidential Information, whether reduced to writing, maintained on any form of electronic media, or maintained in the mind or memory of Executive and whether compiled by the Company or any of its affiliates or by Executive derives independent economic value from not being readily known to or ascertainable by proper means by others who can obtain economic value from its disclosure or use, that reasonable efforts have been made by the Company and its affiliates to maintain the secrecy of such information, that such information is the sole property of the Company or an affiliate of the Company and that any retention and use of such information or rights by Executive shall constitute a misappropriation of the Company's or its affiliates' trade secrets, rights or other property. Executive agrees to refrain from disclosing any Confidential Information to any person, either orally or in writing, for any reason. Executive acknowledges and agrees that any unauthorized disclosure of Confidential Information would cause irreparable harm to the Company and/or its affiliates (at such time or as of the date of this Agreement) and such conduct shall be subject to immediate injunctive relief. In addition to the forgoing, Executive acknowledges and agrees that Executive will continue to comply with the terms of the Confidentiality Agreement, which shall remain in full force and effect following the Separation Date; provided, however, that in the event of any conflict between the Confidentiality Agreement and this Agreement, this Agreement shall control.

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PERSONALANDCONFIDENTIAL

Page 7

6.6. Cooperation.  Following the Separation Date, at the sole expense of the Company (including reimbursement for reasonable out-of-pocket expenses, indemnification from liability), Executive agrees to make himself available as reasonably practical at mutually convenient times, dates and locations with respect to, and to cooperate in conjunction with, any litigation or investigation arising from events that occurred during Executive's employment with the Company and its predecessors and affiliates (whether such litigation or investigation is then pending or subsequently initiated) involving the Company or any of its affiliates, including providing testimony and preparing to provide testimony if so requested by the Company.  Executive acknowledges and agrees that in the event that litigation is commenced resulting from Executive's alleged misconduct or violation of law, regulation or Company policy during his employment with the Company and its predecessors and affiliates, which litigation could reasonably be expected to result in harm to the Company and/or its affiliates, continued payment of the Separation Pay shall immediately cease as of the date any such litigation is commenced and any then unpaid portion of the Separation Pay will be immediately forfeited.

6.7. ScopeofCovenants.  The Company and Executive acknowledge that the time, scope, geographic area and other provisions of this Section 6 have been specifically negotiated by sophisticated commercial parties and agree that they consider the restrictions and covenants contained in such Section to be reasonable and necessary for the protection of the interests of the Company and its affiliates, but if any such restriction or covenant shall be held by any court of competent jurisdiction to be void but would be valid if deleted in part or reduced in application, such restriction or covenant shall apply with such deletion or modification as may be necessary to make it valid and enforceable.   The restrictions and covenants contained in each provision of this Section 6 shall be construed as separate and individual restrictions and covenants and shall each be capable of being severed without prejudice to the other restrictions and covenants or to the remaining provisions of this Agreement.

7. ReleaseofClaims.

7.1. Executive agrees to forever waive and release the Company, and each of its affiliated or related entities, holding companies, parents, subsidiaries, divisions, officers, stockholders, directors, employees, agents, insurers, predecessors, successors, and assigns, and all persons acting by, through, under or in concert with any of them (collectively, "Released Parties"), from all known and unknown claims, rights, actions, complaints, charges, liabilities, damages, obligations, promises, agreements, causes of action, suits, demands, costs, losses, debts, and expenses of any nature whatsoever which Executive ever had, now have, or may claim to have, including, without limitation, any claim arising out of (i) any aspect of Executive's employment or its termination; (ii) any agreement, oral or written, express or implied, between Executive and any of the Released Parties, including, without limitation, any employment agreement; (iii) any common law or statutory torts; (iv) any federal, state or govermnental constitution, statute, regulation or ordinance, including, without limitation, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act, the Americans With Disabilities Act, the Family and Medical Leave Act, and the California Fair  Employment and Housing Act,  the  California Labor Code, Insurance Code  and  Business and Professions Code, the Employee Retirement Income Security Act, the Equal Pay Act, the Americans With Disabilities Act and the Sarbanes-Oxley Act of 2002; and (v) any claim for salary, wages, bonuses, commissions and/or any other compensation or benefit.

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PERSONALANDCONFIDENTIAL

Page 8

7.2. Further, Executive waives and relinquishes all rights and benefits Executive may have under Section 1542 of the California Civil Code, or any similar statute or provision of any other state, which reads as follows:

"A  General Release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the Release, which if known by him or  her must have materially affected his  or  her settlement with the debtor."

7.3. The waiver and release in this Agreement (the "Release") does not apply to those rights which as a matter of law cannot be waived.   Executive understand that nothing in the Release shall preclude Executive from filing a claim for unemployment insurance.   Executive further understand that nothing in this Release shall preclude Executive from filing a charge or complaint with any state or federal govermnent agency or to participate or cooperate in such a matter; Executive agrees, however, to waive and release any right to seek or receive monetary damages resulting from any such charge or complaint or any action or proceeding brought by such govermnent agency.

8. Non-Admission. Nothing contained in this Agreement shall be considered an admission of any wrongdoing or liability whatsoever by either Executive or the Company.

9. Severability.  Should any clause, sentence or paragraph of this Agreement be declared void or unenforceable, such portion shall be considered independent and severable from the remainder, the validity of which shall remain unaffected.

10. GoverningLaw.  This Agreement is made and entered into in the State of California, and shall in all respects be interpreted, enforced and governed under the laws of said State. To the fullest extent allowed by law, any dispute regarding Executive's employment with the Company or its termination, any aspect of this Agreement or any act which allegedly has or would violate any provision of this Agreement, shall be settled by final and binding arbitration in the  county of  Executive's  employment with the Company, in accordance with  the  applicable  rules of  the  American Arbitration  Association, and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

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PERSONALANDCONFIDENTIAL

Page 9

11. TaxIssues. Executive agrees to be solely liable for and to pay, indenmi:ty and hold the Company harmless from and against, any and all taxes, costs, interest, assessments, penalties and/or damages that Executive may owe arising out of any of the payments or distributions made, or to be made, by the Company to Executive under the terms of this Agreement and/or the Equity Award Agreements, including, without limitation, any such taxes, costs, interest, assessments, penalties and/or damages that may be imposed under Section 409A of the Code.  For purposes of Section 409A of the Code, each payment hereunder shall be considered a separate payment.

12. EntireAgreement.  This Agreement constitutes the entire integrated agreement between Executive and the Company pertaining to the subject matter hereof and supersedes any and all prior agreements, understandings, negotiations and discussions, whether oral or written, pertaining to the subject matter hereof.

13. SignatureandRevocationPeriods.   So that Executive can review this Agreement as Executive deem appropriate, the Company advises Executive as follows: (i) this Agreement does not waive any rights or claims that may arise after it is signed by Executive; (ii) Executive will have twenty-one (21) days to consider this Agreement, although Executive may sign it sooner than that if Executive so desire; (iii) the Company hereby advises Executive in writing to consult with an attorney before signing this Agreement; and (iv) Executive also retain the right to revoke this Agreement at any time during the seven (7)-day period following Executive's signing of the Agreement.  This Agreement shall not become effective or enforceable until such seven (7)-day period has expired ("Effective Date").

IN WITNESS WHEREOF, Executive has hereunto set his or her hand and the Company has caused these presents to be executed in its name and on its behalf, all as of the day and year first above written.

“Executive”
/s/ Anthony S. Piszel
Anthony S. Piszel
CORELOGIC, Inc.
/s/ Stergios Theologides
Name:	Stergios Theologides
Title:	SVP	Feb 22, 2011

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EX-10.3

Exhibit 10.3

AGREEMENT BETWEEN

FIRST AMERICAN CREDCO

AND

EQUIFAX CREDIT INFORMATION SERVICES, INC.

[DELETED] = Portions of this exhibit are subject to a request for confidential treatment and have been redacted and filed separately with the Securities and Exchange Commission.

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CONFIDENTIAL TREATMENT

AGREEMENT FOR SERVICE

THIS AGREEMENT, made this  7  day of  October, 1998 by and between Equifax Credit Information Services, Inc., a Georgia corporation with its principal place of business at 1600 Peachtree Street, NW, Atlanta, Georgia 30309 ("EQUIFAX"), and First American CREDCO, a division of First American Real Estate Solutions, L.L.C., a California limited liability company with its principal place of business at 5625 Ruffin Rd., Suite 200, San Diego, California 92123 ("CREDCO").

WITNESSETH:

1.CREDCO provides an on-line computer assisted information reporting service, which allows certain of CREDCO's Subscribers to access and receive certain information services.

2.           CREDCO has the computer capability to combine the separate automated credit reporting files from different credit reporting entities into one credit report of various types (collectively, "Merge Reports").

3.           EQUIFAX publishes and distributes individual consumer credit report information known as "EQUIFAX Credit Information".

4.           CREDCO desires, and EQUIFAX agrees to allow CREDCO, to use EQUIFAX Credit Information in the Merge Reports and Single Reports (as defined below), pursuant to the terms of this Agreement.

5.           CREDCO and EQUIFAX are entering into this Agreement in order to provide for the foregoing, all in accordance with the terms and subject to the conditions contained herein;

NOW, THEREFORE, the parties agree as follows:

1.           Certain Definitions

1.1           "ACROPAC System TM" means an automated credit reporting system owned by EQUIFAX.

1.2           "CREDCO Confidential Information" shall have the meaning as described in Section 7(B).

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CONFIDENTIAL TREATMENT

1.3           "Consumer Subject" means an individual consumer who is provided a Merge Report or a Single Report about himself or herself.

1.4           "Controlling Percentage" shall have the meaning as described in Section 10.

1.5           "Creditor" means a company that has a credit relationship with a Consumer Subject.

1.6           "Direct Access Terminal(s)" means personal computers or direct access terminals through which CREDCO will access EQUIFAX Credit Information.

1.7           "EQUIFAX Confidential Information" shall have the meaning as described in Section 7(A).

1.8           "EQUIFAX Credit Information" means an individual's name, address, employer or employment information, one or more scores and/or data attributes supplied by EQUIFAX on an individual, other information in the EQUIFAX database, and such other ancillary services as the parties may agree in writing from time to time.

1.9           "FCRA" means the Fair Credit Reporting Act, 15 U.S.C. 1681 et.seq., as amended from time to time.

1.10         "Merge Reports" shall have the meaning as defined in the preamble.

1.11         "Person" means any individual, corporation, partnership, or any other entity.

1.12         "Single Report(s)" means a report containing only EQUIFAX Credit Information on a consumer, and no consumer credit information from different credit reporting entities.

1.13         "System-to-System" means on-line access by CREDCO to EQUIFAX Credit Information through the direct communication between EQUIFAX's computer system to CREDCO's computer system.

1.14         "Subscriber Agreement" means CREDCO's service agreement with its customers and which is attached hereto as Exhibit 1-A.

1.15         "Third Party Marketer" means a company that sells consumer-type services.

2.Provision of EQUIFAX Credit Information

2.1 CREDCO certifies that it is in fact a consumer reporting agency as defined in the FCRA and that it provides an on-line computer assisted or other information reporting service that allows its Subscribers to access and receive information services. Subject to the terms and conditions of this Agreement, on a non-exclusive basis, EQUIFAX authorizes CREDCO to access and make EQUIFAX Credit Information available as part of CREDCO's Merge Reports or as Single Reports for use by only those of CREDCO's Subscribers that are "qualified" to receive EQUIFAX Credit Information, subject to the occasional unavailability of EQUIFAX Credit Information on a particular consumer.

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CONFIDENTIAL TREATMENT

A "qualified" Subscriber of CREDCO is one that:

(A) CREDCO has verified and confirmed through reasonable methods, including, without limitation, on-site visual inspections of Subscriber's premises, that the Subscriber;

(i) is a going business concern; and

(ii) has a true business identity; and

(iii) will use EQUIFAX Credit Information only for the permissible purposes set out in the FCRA for which EQUIFAX Credit Information will be provided; and

(iv) Has placed and maintains Direct Access Terminal(s) or other equipment or hardware that will be used to receive consumer credit information in a secure location.

For large, reputable, national or regional institutions with multiple locations, CREDCO is not required to perform an on-site visual inspection of every branch office, provided that CREDCO has complied with all the other requirements of Section 2.1(A). Reynolds and Reynolds may perform on-site inspections as an agent of CREDCO in those institutions using Reynolds and Reynolds software to obtain Merge Reports from CREDCO.

(B) Has certified to CREDCO that it will only use EQUIFAX Credit Information as Single Reports for the following purposes permitted under the FCRA and for no other purpose:

(i)     in connection with a credit transaction involving the consumer or whom the information is to be furnished; or

(ii)    as a factor in establishing a Consumer Subject's eligibility for a mortgage and/or real property acquisition; or

(iii)   as a factor in establishing a Consumer Subject's eligibility for the purchase or lease of a motor vehicle; or

(iv)   in connection with tenant screening; or

(v)    in connection with the underwriting of insurance involving the consumer; or

(vi)   as a potential investor or servicer, or current insurer, in connection with the evaluation of, or an assessment of the credit or prepayment risks associated with, an existing credit obligation;

(vii)  when the Subscriber otherwise has a legitimate business need for the information in connection with the business transaction that is initiated by the consumer; or

(viii) in accordance with the written instructions of the consumer to whom it relates.

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CONFIDENTIAL TREATMENT

CREDCO may provide Equifax Credit Information in a Single Report for employment purposes provided Subscriber certifies to CREDCO that, before ordering reports for employment purposes, it will (a) specifically notify CREDCO that it is ordering Equifax Credit Information for employment purposes; and (2) clearly and conspicuously disclose to the subject consumer, in a written document consisting solely of the disclosure, that it may obtain a consumer report for employment purposes; and (3) obtain the consumer's written authorization to obtain or procure a consumer report relating to that consumer; and (4) that it will not take adverse action against the consumer based in whole or in part upon the consumer report without first providing to the consumer to whom the consumer report relates a copy of the consumer report and written description of the consumer's rights as prescribed by the Federal Trade Commission ("FTC") and Section 609(c)(3) of the federal Fair Credit Reporting Act , as amended, or use any information from the consumer report in violation of any applicable federal or state privacy, consumer reporting or equal employment opportunity law or regulation. Credco certifies that it will provide the consumer rights statement required by Section 609 (c)(3) of the federal Fair Credit Reporting Act described above with each report it provides for employment purposes and that it will comply with all other applicable laws.

(C)           certifies to CREDCO will only use EQUIFAX Credit Information as Merge Reports for the following purposes permitted under the FCRA and for no other purpose:

(i) as a factor in establishing a Consumer Subject's eligibility for a mortgage and /or real property acquisition; or

(ii) tenant screening; or

(iii) as a factor in establishing a Consumer Subject's eligibility for the purchase or lease of a motor vehicle.

In no event may CREDCO access or provide Equifax Credit Information as a part of a Merge Report for any other purposes, including employment, unless a separate agreement has been signed by both parties.

(D)           has signed an Agreement for Service with CREDCO, in the form of a Subscriber Agreement attached to this Agreement as Exhibit 1-A, which includes a certification from Subscriber that they have a permissible purpose as defined under the FCRA, and which has no material changes or supplemental agreements other than any that are approved by EQUIFAX in writing before CREDCO begins to serve the Subscriber.

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CONFIDENTIAL TREATMENT

(E)           been provided notification by CREDCO of Subscriber's obligations under the FCRA and the penalties for requesting consumer report information such as EQUIFAX Credit Information, under false pretenses; and

(F)           is not a private detective, private detective agency, private investigative company, bail bondsman, attorney, law firm, credit counseling firm, financial counseling firm, "credit repair clinic", or a Person, that is not an end-user or decision maker, including, without limitation, a Person which uses consumer credit information to develop software packages intended to be used by end users or decision makers, unless CREDCO has received prior written approval from EQUIFAX. Notwithstanding the above, CREDCO may provide Equifax Credit Information to its agents in law firms engaged primarily in providing mortgage closing services and solely for use in rendering such mortgage closing services.

2.2           Subject to Section 2.3 below, CREDCO certifies that EQUIFAX Credit Information will be requested and provided only to "qualified" Subscribers as Single Reports for the permissible FCRA purposes set forth in Section 2.1(B) and as Merge Reports for the FCRA permissible purposes set forth in Section 2.1(C) and that CREDCO will not obtain, use, or merge EQUIFAX Credit Information with information from other sources for any other purposes, except for consumer disclosure (as described in section 2.8), resale to the subject consumer as described in section 2.3 below, or such other purposes and to such other Subscribers as the parties may expressly agree to in writing from time to time.

2.3           Further, subject to the terms and conditions of this Agreement, on a non­exclusive basis, EQUIFAX authorizes CREDCO to access and provide EQUIFAX Credit Information, as available, directly to Consumer Subjects, as part of CREDCO's Merge Reports or as Single Reports under the following terms and conditions:

(A) Pursuant to either:

(i) the written authorization of the Consumer Subject that was provided to CREDCO by the Consumer Subject; or

(ii) the written authorization of the Consumer Subject that was provided to CREDCO by either:

(a) a Third Party Marketer to Creditor; or

(b) a Creditor directly; and

(c) which CREDCO has determined meets the qualification requirements set out in Sections 2.1.

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CONFIDENTIAL TREATMENT

(iii) the written authorization of the Consumer Subject that was provided directly to a Third Party Marketer by the Consumer Subject requesting Equifax Credit Information on themselves to be delivered directly to the Consumer Subject by CREDCO.

(B) CREDCO and Third Party Marketer and Creditor, and Creditor, when no Third Party Marketer is involved, or Third Party Marketer shall use reasonable procedures to properly identify the Consumer Subject of the Merge Report or Single Report.

(C) The Third Party Marketer(s) and/or Creditor(s) shall have signed an Agreement for Service with CREDCO substantially in the form of the Subscriber Agreement attached as Exhibit 1-A.

(D) CREDCO shall not provide, either directly or indirectly, a Single Report, the Merge Report or EQUIFAX Credit Information accessed for a Merge Report, to any Third Party Marketer or Creditor, or a Person or entity who is not an end-user or decision maker, or another reseller or broker and is only authorized to provide a Merge Report or a Single Report to the Consumer Subject or a person or entity that is an end-user or decision maker, except for Fannie Mae, Freddie Mac, or a joint user of an end-user or decision maker such as a private mortgage insurer or contract underwriter, and other such entities as the parties expressly agree to in writing from time to time.

2.4           Subject to the foregoing, CREDCO may obtain EQUIFAX Credit Information for use in Merge Reports or Single Reports using CREDCO member numbers, coded to enable tracking of the general categories of uses of such information. CREDCO shall maintain a system that recognizes EQUIFAX's unique member numbers established by EQUIFAX, including the appropriate industry code, for the processing of a credit report for each unique product line as follows:

(1) Consumer Reports (ZC)

(2) Automotive Reports

(3) Residential Mortgage Credit Reports

(4) Tenant Reports

By using this tracking mechanism, EQUIFAX can identify and track the mechanism by which a Merge Report or a Single Report is sold to the Consumer Subject and can, if EQUIFAX chooses to, either suppress such requests for reports as inquiries on subsequent credit reports, or make subsequent credit grantors aware that such requests have been made for the purpose of obtaining Merge Reports or Single Reports.

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CONFIDENTIAL TREATMENT

2.5           CREDCO agrees that (A) in addition to the categories of persons referred to in Section 2.1(D) who are not "qualified" Subscribers, EQUIFAX may, in its sole, reasonable discretion, designate other categories of persons, whether or not they would otherwise be "qualified" Subscribers under Section 2.1, who are not "qualified" Subscribers (or who may be "qualified" Subscribers only if they agree to special conditions in connection with their use of the EQUIFAX Credit Information) based on EQUIFAX's determination made on a general basis not to directly or indirectly provide the EQUIFAX Credit Information to such categories of persons (or to establish special conditions in connection with their use of the EQUIFAX Credit Information), and (B) EQUIFAX may designate particular Subscribers, Third Party Marketers, or Creditors, even though otherwise "qualified," as not qualified to receive the EQUIFAX Credit Information based upon the past failure of such persons to comply materially with the requirements of their agreements with CREDCO with respect to use of the EQUIFAX Credit Information or for other good cause. CREDCO releases EQUIFAX, its directors, officers, employees, agent, and independent contractors from any and all claims, demands, proceedings, actions, causes of action, suits, costs, damages, expenses, penalties, liabilities and obligations of any kind or nature whatsoever arising out of, or relating to, a third party claim against CREDCO in connection with EQUIFAX's designation of a category of users or a particular user as not qualified to receive EQUIFAX Credit Information hereunder based on the foregoing procedures and requirements. CREDCO covenants not to sue or maintain any claim, cause of action, demand, cross action, counterclaim, third party action or other form of pleading against EQUIFAX in connection with any such third party claim, provided that such designation by EQUIFAX did not violate any law or regulation, as interpreted under controlling legal precedents, existing at the time such designation was made.

2.6

(A)           CREDCO shall establish reasonable procedures to prevent CREDCO's employees or agents from accessing EQUIFAX Credit Information except as permitted under this Agreement and. to protect the integrity and security of all EQUIFAX Credit Information.

(B)           CREDCO shall, on an ongoing basis, monitor "qualified" Subscribers, Third Party Marketers and Creditors to confirm and assure that the "qualified" Subscriber's, Third Party Marketer's or Creditor's business situation has not materially changed, that the "qualified" Subscriber is using, and Third Party Marketer, or Creditor, is providing consumer requests for, EQUIFAX Credit Information only for the FCRA permissible purposes allowed under this Agreement, and that the "qualified" Subscriber, Third Party' Marketer or Creditor in all other respects, continues to meet the "qualification" requirements and contractual obligations that pertain to it in connection with this Agreement and its agreement with CREDCO. Except in situations in which CREDCO has a reasonable belief that there are facts that would require additional inquiry, the parties agree that for purposes of CREDCO's monitoring obligations hereunder, CREDCO may monitor based on a small and changing randomly selected group of users and uses of the Merge Reports and Single Reports. CREDCO shall immediately cease and desist from providing EQUIFAX Credit Information to any Subscriber that is no longer "qualified" as set forth in Section 2.1 above or to Consumer Subjects if the Third Party Marketer or Creditor of such Consumer Subjects no longer meets the requirements set out in Section 2.3 above. EQUIFAX shall have the right to review CREDCO's monitoring procedures, and CREDCO agrees to consider in good faith all suggestions of EQUIFAX with respect to improving such procedures.

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CONFIDENTIAL TREATMENT

2.7

(A)           CREDCO agrees that in relaying any and all EQUIFAX Credit Information to "qualified" Subscribers or to Consumer Subjects, CREDCO will in all instances accurately and fully transmit EQUIFAX Credit Information subject to CREDCO's merge procedures as part of its Merge Reports, or in Single Reports and shall include the date the information was last checked or revised by EQUIFAX and the full name and mailing address of the EQUIFAX Consumer Service Center.

(B)            CREDCO will not maintain, copy, capture, re-use, or otherwise retain in any manner any EQUIFAX Credit Information provided to "qualified" Subscribers or Consumer Subjects: provided, however, that CREDCO may maintain, copy, capture and otherwise retain such information and the date and time of inquiries solely for the purposes of (a) audit trail; (b) calculation of the amount of usage of EQUIFAX Credit Information and provision of specifics relating to such usage to "qualified" Subscribers; or (c) billing; (d) in connection with CREDCO's consumer disclosure responsibilities under the FCRA; (e) in connection with potential litigation involving EQUIFAX Credit Information; (f) Quality Control review; and (g) any other application, product, or purpose expressly agreed to in writing by EQUIFAX. In no event shall the EQUIFAX Credit Information retained by CREDCO be used for future reporting purposes or maintained beyond two (2) years from the date it was received from EQUIFAX. For purposes of the foregoing, the term "future reporting purposes" refers to the resale or other provision of EQUIFAX Credit Information to third parties and does not refer to subsequent uses of such information as permitted in this subsection 2.7(B).

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CONFIDENTIAL TREATMENT

2.8           CREDCO shall establish reasonable procedures so that Subscribers, Third Party Marketers and Creditors, and Creditors, when no Third Party Marketer is involved, refer the Consumer Subjects of the Merge Reports or Single Reports to CREDCO for disclosure, except that CREDCO may disclose consumer reports contents to subject consumers who have been denied a benefit based on information contained in the consumer report or who have a dispute regarding the accuracy of the information. In those disclosures to the consumers, CREDCO may disclose only the information disclosed to its Subscribers. CREDCO may not access EQUIFAX Credit Information for the purposes of disclosure to consumers who wish disclosure for "curiosity" reasons only  Within thirty (30) days after the signing of the Agreement, CREDCO shall provide to EQUIFAX in writing CREDCO's policies and procedures for answering questions from consumers about EQUIFAX Credit Information. The parties agree to use the Automated Consumer Dispute Verification technology where possible. CREDCO will use the equivalent of the Universal Data Form ("UDF") to communicate all other disputed information to data providers whose information is in dispute by the Consumer Subject. However, EQUIFAX Credit Information in Merge Reports or Single Reports that is disputed to CREDCO by a Consumer Subject shall be referred to EQUIFAX within twenty-four (24) hours of receipt by CREDCO for reinvestigation. The results of the reinvestigation by the EQUIFAX or EQUIFAX Affiliate shall be provided to the Consumer Subject by the EQUIFAX or its Affiliate.

2.9

(A)           CREDCO's requests for EQUIFAX Credit Information will be by way of direct computer system-to-system access through EQUIFAX` Automated Delivery Services unit or through Smart Alex software via direct access terminals.

(B)           CREDCO agrees to take all reasonable measures to prevent unauthorized system-to-system access and unauthorized use of the terminal by any person other than designated operators and will establish and enforce policies whereby its employees are forbidden to obtain information on themselves or associates, except in performing their official duties.

(C)           CREDCO agrees that, with regard to the operation of the system-to-system access or the terminal(s), EQUIFAX shall not be liable for transmission distortion, interruptions or failure or for any resulting consequential or special damages whatsoever.

(D)           CREDCO will ensure a secure means of delivery of EQUIFAX Credit Information, and will not deliver it via any publicly accessible network such as the Internet without EQUIFAX's express written permission.

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2.10           CREDCO agrees to pay EQUIFAX promptly for all EQUIFAX Credit Information requested by CREDCO on behalf of "qualified" Subscribers, Consumer Subjects or, otherwise, according to the rate schedule of cash prices set forth in Exhibit II. In addition, CREDCO agrees to pay EQUIFAX for any taxes applicable to use of credit reports and other charges agreed upon by the parties from time to time for any special telephone services or any other special services rendered by EQUIFAX.

3.           Promotion and Training.

3.1           CREDCO must provide to EQUIFAX and EQUIFAX shall have the right to review and approve all advertising, marketing and promotional materials with respect to any type or types of any Merge Report or Single Report that mention or refer to EQUIFAX or EQUIFAX affiliates by name, or that do not refer to EQUIFAX or EQUIFAX affiliates by name, but that indicates that the credit information of the individual repositories is, in general, inaccurate, or materially misleading, whether created by CREDCO itself or by any other person or entity for CREDCO's benefit ("Material"). Further, prior to the publication and release of any Material, CREDCO shall provide EQUIFAX with an opportunity to review and approve such Material, and CREDCO will not publish or release such Material without EQUIFAX's approval, which will not be unreasonably withheld. CREDCO shall provide EQUIFAX with copies of all materials that refer to national credit bureaus generically, but that do not disparage the accuracy of the credit information of any bureau, within ten (10) business days after publication and release. All materials provided to EQUIFAX hereunder are considered to be confidential information of CREDCO for purposes of this Agreement. With respect to any material provided to EQUIFAX hereunder that includes the name of an intended recipient, CREDCO may omit such name or other identifying information of such intended recipients if the recipients are CREDCO customers or consumers, provided CREDCO identifies to EQUIFAX the recipients as CREDCO Customers or consumers. CREDCO will use its best efforts to prevent Third Party Marketers and Creditors from circumventing EQUIFAX's rights under this Section 3.1, including but not limited to, incorporating an appropriate provision in the New Third Party Marketer/Creditor Agreement for such purpose. For the purposes of this Section 3.1, if CREDCO has provided EQUIFAX with any Material, Credo will not be required to provide to EQUIFAX any subsequent versions of such Material that are not materially different from the Material previously provided for EQUIFAX's review prior to release and publication. However, CREDCO shall provide EQUIFAX with copies of such Material within a reasonable period of time of its publication and release.

3.2           CREDCO shall be responsible for training "qualified" Subscribers, Third Party Marketers and their Creditors, and Creditors, in which no Third Party Marketer is involved, in the use by "qualified" Subscribers of the EQUIFAX Credit Information and the procedures used by Third Party Marketers and Creditors for the provision of EQUIFAX Credit Information to consumers. CREDCO shall be responsible for developing and distributing such training materials as CREDCO and EQUIFAX agree are reasonably necessary or useful to enable "qualified" Subscribers, Third Party Marketers and their Creditors, and Creditors, in which no Third Party Marketer is involved, to use EQUIFAX Credit Information or have EQUIFAX Credit Information provided to Consumer Subjects.

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3.3           EQUIFAX shall have the right to suspend CREDCO's right of access to, and use of, EQUIFAX Credit Information as provided below, in the event that it comes to EQUIFAX's attention that CREDCO is not in material compliance with its obligations in connection with the access and use of EQUIFAX Credit Information or is in material breach of its obligations under this Agreement. In such event, EQUIFAX shall give CREDCO prior written notice of at least fifteen (15) business days of its intention to suspend access and the reasons therefore unless, exceptional circumstances require immediate action, in which event EQUIFAX shall have the right to immediately suspend CREDCO's right of access to, and use of EQUIFAX Credit Information. In the event it comes to Equifax's attention that a CREDCO Subscriber, a Third Party Marketer, or Creditor or other user is not qualified to receive Equifax Credit Information hereunder or is not in material compliance with its obligations in connection with the access and use of Equifax Credit Information, Equifax will so notify CREDCO and within five (5) days, CREDCO will suspend that Subscriber's, Third Party Marketer's, Creditor's or other user's access to Equifax Credit Information. If in Equifax's opinion, exceptional circumstances require immediate action, CREDCO shall immediately suspend access to Equifax Credit Information to such entity. Such suspension shall last until Equifax is reasonably satisfied that such entity has been brought into compliance with its obligations. Equifax shall have the right to immediately suspend CREDCO's rights of access to, and use of Equifax Credit Information if CREDCO does not suspend service as described above. EQUIFAX will restore CREDCO's or other recipients right to receive EQUIFAX Credit Information hereunder as soon as EQUIFAX feels reasonably assured that the user is qualified to receive such information or that, in the future, such information will be used by such entity only for purposes permitted hereunder, as applicable.

4.             Right to Conduct Audits.

EQUIFAX shall have the right to conduct audits, in accordance with Equifax's standard reseller audit procedures, of CREDCO's procedures and practices to analyze the Single Reports and how EQUIFAX Credit Information is merged and repackaged in Merge Reports for the purpose of enabling EQUIFAX to verify compliance with the FCRA and CREDCO's compliance with its obligations under this Agreement. EQUIFAX shall have the right to conduct audits of the procedures and practices of CREDCO and "qualified" Subscribers, Third Party Marketers and Creditors who have executed Subscriber Agreements in order to monitor compliance by each of them with their respective obligations and responsibilities under this Agreement, provided that EQUIFAX gives CREDCO five (5 ) business days prior notice with respect to each such audit it intends to conduct. EQUIFAX may, in its sole discretion, permit CREDCO to coordinate the audit of the "qualified" Subscriber, Third Party Marketer, or Creditor that is the intended subject thereof. Except in situations in which EQUIFAX has a reasonable suspicion of a potential violation of this Agreement, EQUIFAX will, generally, limit its audits hereunder of "qualified" Subscribers, Third Party Marketers and Creditors to a relatively small number of users and uses. EQUIFAX will provide CREDCO with a summary of the results of its audits hereunder promptly after completion of each audit. EQUIFAX agrees to keep confidential all information obtained from CREDCO during any audit of CREDCO, as further described in Section 7(B).

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5.            Release and Covenants with Respect to Accuracy of EQUIFAX Credit Information and Disclaimer of Warranties.

A.            Release and Covenant with Respect to Accuracy of EQUIFAX Credit Information

CREDCO recognizes that the accuracy of any EQUIFAX Credit Information furnished by EQUIFAX hereunder is not guaranteed by EQUIFAX, and CREDCO releases EQUIFAX and EQUIFAX's parent, sister, affiliated companies, successors and assigns, and its and their directors, officers, agents, employees and independent contractors (collectively "EQUIFAX's Affiliates") from any liability for any negligence, except for willful misconduct in connection with the preparation of EQUIFAX Credit Information and from any loss, damages, expenses, cost or obligations of any kind and nature whatsoever suffered by CREDCO resulting directly or indirectly from the inaccuracy or invalidity of the EQUIFAX Credit Information. CREDCO covenants not to sue or maintain any claim, cause of action, demand, cross action, counterclaim, third party action or other for of pleading against EQUIFAX or EQUIFAX's Affiliates for damages based upon the inaccuracy or invalidity of any of the EQUIFAX Credit Information provided by EQUIFAX hereunder. CREDCO agrees to indemnify and hold EQUIFAX and EQUIFAX's Affiliates harmless from any loss, cost, expense, damage or liability incurred by EQUIFAX or EQUIFAX's Affiliates as a result of a claim by a "qualified" Subscriber, Third Party Marketer or Creditor based on the inaccuracy or invalidity of the EQUIFAX Credit Information included in the applicable Merge Report or included in a Single Report.

B.           Disclaimer of Warranties.

EQUIFAX makes no representations, warranties or guarantees, express or implied, other than those which are expressed herein, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, EQUIFAX MAKES AND THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, RESPECTING THE ACROPAC SYSTEM OR ANY OTHER MACHINERY, EQUIPMENT, MATERIALS, SOFTWARE, PROGRAMMING AIDS OR OTHER ITEMS UTILIZED BY CREDCO IN CONNECTION WITH OR RELATED TO, OR RESPECTING THE ACCURACY OF ANY EQUIFAX CREDIT INFORMATION FURNISHED BY EQUIFAX TO CREDCO OR TO ANY "QUALIFIED" SUBSCRIBERS OF CREDCO OR ANY THIRD PARTY MARKETERS, CREDITORS OR CONSUMER SUBJECTS.

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6.            Confidentiality.

(A)           CREDCO acknowledges and agrees that EQUIFAX is the owner of the ACROPAC SystemTM and of all interests, programs codes, pricing, customer relationships, software documentation or other appurtenances related thereto or derived therefrom. CREDCO further acknowledges and agrees that the ACROPAC SystemTM, any codes, procedures or ACROPAC SystemTM documentation and any EQUIFAX Credit Information materials and know-how as may be provided to CREDCO by EQUIFAX during the term of this Agreement are confidential and proprietary to EQUIFAX ("EQUIFAX Confidential information"). During the term of this Agreement and thereafter, CREDCO agrees to maintain, and CREDCO agrees to cause its directors, officers, employees, independent contractors and agents to maintain, in strict confidence and not to disclose, except as expressly permitted by this Agreement, to any other person or entity any EQUIFAX Confidential Information, and to take such actions as are necessary to protect against disclosure thereof. CREDCO shall make no use of any EQUIFAX Confidential Information whatsoever, except solely for the purposes permitted by this Agreement, in accordance with the terms and during the existence of this Agreement. Upon the termination of this Agreement, CREDCO will return to EQUIFAX all manuals, materials and documents pertaining to EQUIFAX or the ACROPAC SystemTM obtained from EQUIFAX during the term hereof, and all copies and partial copies thereof.

(B)           EQUIFAX acknowledges and agrees that CREDCO is the owner of all information obtained by EQUIFAX during any technical review or audit of CREDCO or its Subscribers and any other information provided or made accessible to EQUIFAX by CREDCO in connection with this Agreement including, without limitation, information or materials relating to CREDCO's merge logic, products, business and customer identities and relationships, marketing strategies, pricing and procedures, format and style of reports, EQUIFAX further acknowledges and agrees that the foregoing information is confidential and proprietary to CREDCO ("CREDCO Confidential information"). During the term of this Agreement and thereafter, EQUIFAX agrees to maintain, and EQUIFAX agrees to cause its directors, officers, employees and agents to maintain, in strict confidence and not to disclose, except as expressly permitted by this Agreement, to any other person or entity any CREDCO Confidential Information and to take such actions as are necessary to prevent against disclosure thereof. EQUIFAX shall make no use of any CREDCO Confidential Information whatsoever, except solely for the purposes permitted by this Agreement, and in accordance with the terms and during the existence of this Agreement. Upon the termination of this Agreement, EQUIFAX shall return to CREDCO all Confidential information obtained from CREDCO during the term hereof, and all copies and partial copies thereof.

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(C)           Each party agrees that it has obtained or will obtain confidentiality agreements from its employees to the extent necessary to enable such party to fulfill its confidentiality obligations hereunder.

7.            Relationship of Parties.

Each of the parties to this Agreement are independent contractors and nothing contained in this Agreement shall be construed as creating a joint venture, partnership, licensor-licensee, principal agent, or mutual agency relationship between or among the parties hereto and no party shall, by virtue of this Agreement, have any right or power to create any obligation, express or implied, on behalf of any other party. No party, nor any employee of a party, shall be deemed to be an employee of another party by virtue of this Agreement.

8.            No Third Party Benefits.

EQUIFAX and CREDCO acknowledge, agree and intend that this Agreement was entered into solely for the respective benefit of each of them and their respective successors and assigns and nothing in this Agreement shall be construed as giving any person, firm, corporation or other entity (including, without limitation to the foregoing, any "qualified" Subscriber, Third Party Marketer, Creditor or Consumer Subject), other than the parties hereto and their respective successors and permitted assigns, any right, remedy or claim under or in respect of this Agreement or any provision hereof.

9.           Assignment.

Except as provided herein, neither party shall assign or transfer any interest, right or obligation under this Agreement without the written consent of the other party, which consent shall not be unreasonably withheld (taking into account the nature of the services provided under this Agreement, the economic or other interests of EQUIFAX, competitive effects, any circumstances which may affect the performance of this Agreement, the protection of sensitive or proprietary commercial information, the operations and integrity of the ACROPAC SystemTM, the protection of data therein and the interests of other entitles utilizing such System.) The above notwithstanding, this Agreement may be assigned by either party to an affiliated company without obtaining the other's consent provided that the other party is given thirty (30) days written notice prior to such assignment. For the purposes of this Section 10, any dissolution, merger, consolidation or other reorganization, or the sale or other transfer of all or substantially all of the assets or properties, or the sale or other transfer of a controlling percentage of the corporate stock, shall constitute an assignment of this Agreement. The term "Controlling Percentage, means the ownership of stock possessing, and of the right to exercise, at least fifty percent (50%) of the total combined voting power of any class or all classes of stock of such a party, issued, outstanding and entitled to vote for the election of directors, whether such ownership be direct ownership or indirect ownership.

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CONFIDENTIAL TREATMENT

10.            Force Majeure.

Notwithstanding any provisions to the contrary herein contained, no party hereto shall be liable to the other party for any delay or interruption in performance as to any obligation hereunder resulting from governmental emergency orders, judicial or governmental action, emergency regulations, sabotage, riots, vandalism, labor strikes or disputes, acts of God, fires, electrical failure, major computer hardware or software failures, equipment delivery delays, acts of third parties, or any other cause, if such delay or interruption in performance is beyond its reasonable control.

11.           Contact Persons.

Each party to this Agreement shall designate one person. within their organization that is responsible for the relationship between the parties and for compliance with the terms and conditions of this Agreement.

(A) For CREDCO:

Name: Donald A. Robert, President

Address: First American CREDCO

5625 Ruffin Road, Suite 200

San Diego, CA 92123

Telephone Number:

1-800-255-0792 / 619-637-3770, Ext. 6306

For EQUIFAX:

Name: Gina Page, Vice President

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CONFIDENTIAL TREATMENT

Address: EQUIFAX Credit Information Services, Inc. Suite 200 3 Westbrook Corporate Center Westchester, Illinois 60154

Telephone Number: 708-449-3737

Each party may, by notice given pursuant to Section 12, change its designation to a person other than the person identified above.

12.              Notices.

All notices, requests, demands, and other communications hereunder shall be in writing except as expressly stated in this Agreement, and shall be deemed to have been duly given when received upon delivery by hand or by certified mail, addressed as follows:

(A) If to CREDCO:

First American CREDCO

5625 Ruffin Road, Suite 220 San Diego, CA 92123

Attention: President

(B) If to EQUIFAX

EQUIFAX Credit Information Services, Inc.

1600 Peachtree Street, NW

P. O. Box 4091

Atlanta, Georgia 30302

Attention: President

The Parties hereto may, by notice given hereunder, designate any further or different addresses to which such notices shall be sent.

13.            Severability.

In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision hereof.

14.            Exhibits.

All Exhibits attached hereto are a part of this Agreement and are expressly incorporated herein and all blanks in such Exhibits, if any, will be completed as required in order to consummate the transactions contemplated and in accordance with this Agreement.

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15.           Injunctive Relief.

Each party acknowledges and agrees that use or disclosure of the other Party's confidential information as defined in Section 7 above, in a manner inconsistent with this Agreement will give rise to irreparable injury to such party which cannot be adequately compensated in damages and that such party may seek and obtain equitable, injunctive relief; without the necessity of posting bond to prevent or restrain such unauthorized use or disclosure, together with any other remedies which may be available to such party.

16.           Use of Service.

Except as provided in the Agreement:

(A)           EQUIFAX does not convey or transfer, nor does CREDCO, or any "qualified" Subscriber, Third Party Marketer or Creditor, obtain any right or interest in, any of the programs, systems, data, materials, or credit information utilized or provided by EQUIFAX in the performance of this Agreement.

(B)           CREDCO does not convey or transfer, nor does EQUIFAX obtain any right or interest in, any of the programs, logic, systems, data, materials, or non-credit information utilized by CREDCO in connection with the Merge Reports or any other CREDCO Confidential Information.

17.           Headings.

The section and other headings in this Agreement are inserted solely as a matter of convenience for reference and are not a part of this Agreement.

18.           Governing Law.

This agreement shall be governed by and construed in accordance with the laws of the State of Georgia.

19.           Waiver of Rights.

Failure of any party to enforce any of its respective rights or remedies hereunder with respect to any specific act or failure to act of any party shall not constitute a waiver of the rights of such party to enforce such rights and remedies with respect to any other or subsequent act or failure to act.

20.           Entire Agreement.

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This Agreement, including the Exhibits hereto, constitutes the entire Agreement between the parties and supersedes and cancels any and all prior agreements between the parties relating to the subject matter hereof, including any agreements between EQUIFAX and any predecessor of CREDCO. No changes in this Agreement may be made except in writing signed by both parties.

21.            Term and Termination.

This Agreement shall have an initial term of one (1) year, and will be automatically renewed for successive one-year terms thereafter unless one party gives the other party written notice, not later than sixty (60) days prior to the commencement of the next renewal term, of its election not to renew this Agreement. A party may terminate this Agreement prior to the expiration of a term (a) in accordance with Section 3.2; (b) upon thirty (30) days written notice to the other if one party makes an assignment of this Agreement to which the other party objects; or (c) if the other party is in material breach of its obligations under this Agreement, the nonbreaching party has given the breaching party written notice of such breach, and within thirty (30) days after receipt of such notice, the breaching party has not cured the breach or taken steps that will cure such breach within a reasonable period. In the event of termination of this Agreement for any reason, the provisions of the foregoing paragraphs will remain in full force and effect as to all EQUIFAX Credit Information which CREDCO has requested or received from EQUIFAX prior to the date of cancellation.

Upon termination for any reason, each party shall deliver to the other any and all confidential information of the other party in its possession. Any earned but unpaid fees shall be paid within thirty (30) days of receipt of invoice regardless of the effective date of termination.

IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the day and year first above written.

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EQUIFAX:

EQUIFAX CREDIT INFORMATION SERVICES, INC.

BY:	/s/ James J. Allhusen
NAME:		James J. Allhusen
TITLE:		Executive Vice President
CREDCO:
FIRST AMERICAN CREDCO
BY:	/s/ Donald A. Robert
NAME:		Donald A. Robert
TITLE:		President

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Exhibit 1-A

AGREEMENT FOR SERVICE

In order to receive various information services (“Information Service(s)”) from CoreLogic Credco, LLC (“CREDCO” or “FAC”), the undersigned Client (“Client”) agrees to the terms and conditions set forth in this agreement and the exhibits attached hereto (together, this/the “Agreement”).  If there is a conflict between the general terms and conditions of this Agreement and any exhibit, the provisions of the exhibit will govern and control.  This Agreement applies to every kind of information, software or service provided by CREDCO to Client, even if a given type of service or information is not specifically referred to in this Agreement or is not currently provided by CREDCO, unless the service is furnished pursuant to a separate written agreement with CREDCO, executed and effective after the date this Agreement becomes effective, and containing an “entire agreement” or merger” clause.  THIS AGREEMENT DOES NOT ESTABLISH ANY OBLIGATION ON THE PART OF CREDCO TO PROVIDE ANY INFORMATION SERVICES TO CLIENT UNTIL CREDCO HAS NOTIFIED CLIENT THAT ACCOUNT SET-UP HAS BEEN COMPLETED AND CREDCO HAS ISSUED ACCESS CODES TO CLIENT.

1.  CREDCO will provide its Information Services, as available, to Client and Client Affiliates during the term of this Agreement.  “Client Affiliates” are those entities listed in Exhibit “A”, which are and will be at all times entities, which are controlled by, or are under common control with Client.  “Control” means having the ability to direct the management and policies of the entity in question, whether directly or indirectly.  Client represents and warrants that it has the full power and authority to bind each Client Affiliate to every obligation of Client in this Agreement, and Client’s signature to this Agreement will bind each Client Affiliate.  At CREDCO’s request, Client will cause any Client affiliate to provide CREDCO with written certification substantially similar to the ones made by Client in Sections 2 and 20 below.  References throughout this Agreement to “Client” will apply as well to any Client Affiliate using the Information Services, as appropriate.

2.  Client certifies and agrees that it will order Information Services as an end-user.   Client further certifies and agrees that it will order Information Services that are consumer reports (“Basic Reports”) credit risk scores (“Scores”) and other enhancements to the Basic Report solely for the permissible purposes Client has specified in Section 20 below and no other purpose.  For purposes of this Agreement, the term “Credit Reports” includes Basic Reports, Scores, and other enhancement to Basic Reports, individually or collectively, as the context requires.  Client agrees to obtain a signed written authorization from each consumer prior to ordering a Credit Report on such person, will maintain all authorizations on file for at least five (5) years, and will provide CREDCO with copies (or originals) on request.  Exhibit B is hereby reserved.

3.  Client agrees that it will not order Credit Reports for employment purposes or transactions not initiated by the consumer (prescreening) unless approved beforehand in writing by CREDCO).  Client agrees not to resell or otherwise disclose Credit Reports (or any part thereof), except in connection with the sale of a loan to which the Credit Report relates, to the consumer if adverse action has been taken based on the report, or as otherwise required by law. Client agrees to refer consumers to CREDCO for all substantive inquiries regarding Credit Reports, to obtain the written permission of the consumer to obtain the Credit Report where required under applicable state laws in the form required under such laws, and to provide all notices and disclosures required under federal and state laws. Client understands that the Fair Credit Reporting Act (“FCRA”), 15 USC 1681 et seq., provides that any person “who knowingly and willfully obtains information on a consumer from a consumer reporting agency [such as CREDCO] under false pretenses shall be fined under title 18, imprisoned for not more than 2 years, or both.”  Client acknowledges that it understands its obligations under the FCRA and applicable state laws in ordering and using Credit Reports, and Client agrees that it will comply with all such obligations and will be responsible for its own regulatory compliance.

4.  Client represents that it is not a(n) private detective, detective agency, investigative company, bail bondsman, attorney, law firm, credit or financial counseling firm, “credit repair clinic,” news or media agency or journalist, law enforcement agency, company engaged in insurance claims, dating service, asset location service, Internet people locator service, diet center, adoption search firm, timeshare, pawn shop, company that locates missing children, massage service, genealogical or heir research firm, check cashing entity, an adult entertainment service of any kind, business that operates out of an apartment or unrestricted location within a residence, company that handles third party repossession, company or individual involved in spiritual counseling, individual seeking information for their private use, tattoo service, business engaged in subscriptions (magazines, book clubs, record clubs, etc.), health club, continuity club, bounty hunter, condominium/homeowners association, country clubs, “for profit counselors”, loan modification companies, timeshare or a person that will not be an end-user of the Information Services, and Client agrees to notify CREDCO PRIOR to any change in any of the foregoing.  Except as provided elsewhere in this Agreement, Client agrees not to sell, re-sell, transfer or otherwise distribute the Information Services (or any information contained therein) without first obtaining the written permission of CREDCO.

5.  Client acknowledges it has obtained a copy of the FTC's "Notice to Users of Consumer Reports: Obligations Under the FCRA" from CREDCO at CREDCO’s website http://www.credco.com/legaldocuments/NoticetoUser.pdf. Copies are also available directly from the FTC at http://www.ftc.gov/os/statutes/userfurnisher.htm.  Client will comply with all requirements under the Fair Credit Reporting Act and applicable state laws in ordering and using Credit Reports, and Client is solely responsible for its own regulatory compliance. Client acknowledges it has received a copy CREDCO's Access Security Requirements, from the website http://www.credco.com/legaldocuments/AccessSecurity.pdf and Client agrees to comply with such requirements as modified by CREDCO from time to time and posted on that website; Client agrees to monitor such website on a monthly basis to obtain notice of any changes to the Access Security Requirements and Client agrees to comply with any and all such changes to the Access Security Requirements.

6.  Section 1785.14(a) of the California Civil Code imposes special requirements with respect to transactions in which a “retail seller” (as defined in Section 1802.3 of the California Civil Code) intends to issue credit to a California resident who appears in person on the basis of an application for credit submitted in person (“point of sale transactions”).  Client certifies that these requirements do not apply to it because (a) Client is NOT a “retail seller” (as defined in Section 1802.3 of the California Civil Code), and/or (b) Client does NOT issue credit to California residents who appear in person on the basis of applications for credit submitted in person. Client further certifies that it will notify CREDCO in writing 30 days PRIOR to becoming a retail seller or engaging in point of sale transactions with respect to California residents.

7.  The following provisions are applicable to Scores provided under this Agreement:

a.  If Client Orders Any Score.  If Client orders any Score, Client acknowledges and agrees as follows:

(i)  Client acknowledges that the Scores and the factors on which the Scores are based are proprietary to the providers of the Scores, and Client agrees to hold all Scores received from CREDCO pursuant to this Agreement in strict confidence and not to disclose any Score to the consumer or to any third party, except for disclosure to the subject of the Score where Client has taken “adverse action” against such subject based in whole or part on the Score or the Basic Report with which the Score was delivered or as otherwise required under applicable law. For purposes of this Agreement, “adverse action” has the meaning assigned to such term under Regulation B (12 CFR Section 202 et seq.) (“Regulation B”) promulgated under the Federal Equal Credit Opportunity Act, 15 USC, Section 1691 et seq. (“ECOA”).

(ii)  Client may provide the principal factors contributing to a Score to the subject of the Score when those principal factors are the basis of Client’s adverse action against the subject or as otherwise required under applicable law.  Where such principal factors are provided to the subject, Client must describe such factors in a manner that complies with the ECOA and Regulation B.  Client agrees not to use any Score as the basis for an adverse action unless the Score factor codes have been delivered to Client together with the Score, and Client agrees periodically to revalidate the Score as required under Regulation B. Client recognizes that all Scores (i) are statistical and may not be predictive as to any particular individual, (ii) are not intended to characterize any individual as to credit capability, and (iii) other factors must be considered in making a credit decision. No Score is intended to characterize any of Client’s applicants or customers as to credit capability, and neither CREDCO nor any Score provider guarantees the predictive value of any Score with respect to any of Client’s applicants or customers. Scores represent an estimate of credit risk relative to other individuals used by the Score provider to develop the Score and any predictive value of the Score only represents the provider’s opinion based on its point-scorable prediction algorithms, risk models, and/ or other methodology. IN ORDERING A SCORE, CLIENT HAS MADE ITS OWN ANALYSIS OF THE STATISTICAL RELIABILITY AND UTILITY OF USING THE SCORE. Client agrees that it will not use any Score for account management or prescreening.

(iii)  Client understands that the providers of the Scores impose specific requirements for Client to use their Scores (as set forth in Exhibit “C”, which is incorporated herein by reference, and is found at the website http://www.credco.com/LegalDocuments/Exhibitc.pdf). Client acknowledges it has received a copy of Exhibit “C” from the website http://www.credco.com/LegalDocuments/Exhibitc.pdf  and agrees to comply with the provisions therein as in effect from time to time and posted on that website as a condition to ordering such Scores; Client agrees to monitor such website on a monthly basis to obtain notice of any changes to the Scores listed on Exhibit C and Client agrees to comply with any and all such changes made to Exhibit C as a condition to ordering and using the Scores set forth in Exhibit C.    In the event of a direct conflict between the terms of any specific requirements of a Score provider and the general provisions of Section 7 of this Agreement or any other provision of the Agreement, the specific requirements of the Score provider shall govern, but only with respect to the provision that is in conflict. In the event that any Score provider adds or otherwise modifies its requirements for Client’s use of its Score, Client agrees that such terms will automatically be incorporated into this Agreement and become part hereof, and that by ordering any such Score or Scores hereunder, Client agrees that such requirements will be binding on Client.   The terms of this Agreement shall be applicable to all Scores Client orders hereunder, except for terms that are in direct conflict with the requirements of the Score provider, in which case, such requirements shall govern as provided above.  From time to time, CREDCO may make additional credit risk scores available to Client.  In such case, each such additional score Client decides to purchase will be a “Score” for all purposes of this Agreement, and Client’s use of such Score and related obligations will be governed by the applicable provisions of this Agreement and any additional terms and requirements imposed by CREDCO and/or the provider of the Score.

8.  In the event that CREDCO provides its software to Client in connection with this Agreement (“Software Product”), Client agrees to be bound by the terms under which the Software Product is provided to Client, whether contained in a shrinkwrap agreement, clickwrap agreement, or otherwise (each, a “Software Product Agreement”).  In addition to, and not in lieu of, the specific terms of the applicable Software Product Agreement, Client agrees that THE SOFTWARE PRODUCT IS PROVIDED TO CLIENT “AS-IS,” WITHOUT ANY WARRANTY OF ANY NATURE. CREDCO DISCLAIMS AND EXCLUDES ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR THAT CLIENT WILL BE ABLE TO ACCESS INFORMATION SERVICES THROUGH IT ON AN UNINTERRUPTED BASIS OR FREE FROM COMPUTER VIRUSES OR SIMILAR DEVICES THAT MAY CAUSE LOSS OF INFORMATION OR DISABLE CLIENT’S COMPUTER SOFTWARE OR EQUIPMENT (COLLECTIVELY, “DISABLING DEVICES.”).  CLIENT ASSUMES ALL RISK AS TO THE SUITABILITY, QUALITY, PERFORMANCE, AND RESULTS OF THE SOFTWARE PRODUCT.

9.  The Information Services (including Credit Reports) are provided "AS IS."  CREDCO MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING OR A COURSE OF PERFORMANCE, WITH RESPECT TO THE INFORMATION SERVICES (OR ANY INFORMATION CONTAINED THEREIN), INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION SERVICE, THAT THE INFORMATION SERVICES  WILL MEET CLIENT’S NEEDS, OR THAT THE INFORMATION SERVICES WILL BE PROVIDED ON AN UNINTERRUPTED BASIS OR FREE FROM DISABLING DEVICES, AND CREDCO EXPRESSLY DISCLAIMS ALL SUCH REPRESENTATIONS AND WARRANTIES. ALL REPRESENTATIONS AND WARRANTIES REGARDING ANY SCORE, IF ANY, ARE MADE SOLELY BY THE PROVIDERS OF THE SCORE, AND CLIENT RELEASES CREDCO FROM ALL LIABILITIES AND CLAIMS IN CONNECTION WITH RESPECT TO ALL SCORES.

10.  At Client’s request, CREDCO will accept orders for Information Services transmitted to either CREDCO’s website on the Internet or CREDCO’s web servers via the Internet.  CREDCO will transmit Information Services ordered through either such website or servers in such manner that they are accessible only pursuant to the subscriber number and password assigned to Client by CREDCO.  Client acknowledges it has received a copy of CREDCO’s Internet Security Requirements from the website http://www.credco.com/legaldocuments/InternetSecurity.pdf and agrees to comply with the provisions therein as may be modified from time to time by CREDCO and posted on that website.  Client agrees to monitor such website on a monthly basis to obtain notice of such changes to the Internet Security Requirements, and Client agrees to comply with any and all such changes to the Internet Security Requirements.  Client agrees that each time it places an order for an Information Service via the Internet, Client is, and will continue to be, in compliance with these requirements.  CLIENT AGREES THAT NOTHING IN THIS SECTION 10 PERMITS CLIENT TO TRANSMIT INFORMATION SERVICES (OR ANY INFORMATION THEREIN) THROUGH THE INTERNET, AND CLIENT AGREES THAT IT WILL NOT DO SO WITHOUT SPECIFIC WRITTEN PERMISSION FROM CREDCO. Client agrees that CREDCO may immediately upon notice to Client suspend or terminate orders and deliveries of Information Services via CREDCO website and/or servers if Client is in breach of any requirement under this Agreement or if CREDCO otherwise determines such action is advisable.  CREDCO DOES NOT WARRANT THAT INFORMATION SERVICES WILL BE PROVIDED THROUGH THE INTERNET UNINTERRUPTED OR FREE FROM DISABLING DEVICES, AND IN NO EVENT WILL CREDCO HAVE ANY LIABILITY FOR EVENTS OR CAUSES BEYOND ITS REASONABLE CONTROL.

11.  In no event will CREDCO, any score provider or any other provider of information used by CREDCO in preparing Information Services, any of their respective affiliates, or any of their respective officers, directors, employees, or agents, have any liability to Client for any special, incidental, or consequential damages, including, without limitation, lost profits, business interruption, transmission of Disabling Devices, loss or corruption of data, and the like, arising out of any transactions in connection with this Agreement, including, without limitation in connection with any Information Service or Client’s use or inability to use any Software Product, whether incurred as a result of negligence or otherwise, even if such persons or any of them have been advised of the possibility of such damages. SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THAT SUCH LIMITATIONS MAY NOT APPLY TO CLIENT. The maximum liability of CREDCO in connection with an Information Service will not exceed an amount equal to the price paid by Client for such Information Service.  If Client is dissatisfied with any Software Product, Client’s sole and exclusive remedy is to discontinue use of the Software Product.

12.  Client agrees that upon reasonable notice, CREDCO may (but has no obligation to), directly or through a third party, audit Client’s procedures related to this Agreement (including, without limitation, Client’s network, security systems, facilities, practices, and procedures) in order to confirm that Client adequately protects against the improper use of Information Services and that Client is in compliance with CREDCO’s Internet security requirements then in effect and all of the other requirements under this Agreement.  Client agrees to fully cooperate in connection with such audits and to make all changes requested by CREDCO required to assure against unauthorized access of Information Services and for Client to comply with the other requirements of this Agreement.

13.  Client agrees to pay in full according to CREDCO’s fee schedule as in effect from time to time. Fees may be changed, effective upon written notice.  An account is delinquent if the Client has not paid CREDCO’s invoice to Client in full within 25 days after the date of the invoice.  Payment terms and obligations may be changed at any time, upon written notice to Client.  CREDCO may impose a late charge of 1.5 percent per month or the maximum rate permitted by law on any delinquent account until paid in full and/or suspend providing Information Services hereunder until all delinquent amounts owed have been paid in full. Client agrees to pay all attorney fees and collection costs incurred by CREDCO in collecting any delinquent account, whether or not litigation is instituted.  In the event of any litigation or other action involving this Agreement, the prevailing party shall be entitled to reasonable attorney fees and court costs including at trial, on any appeal, and/or in a bankruptcy or similar proceeding, in addition to any other recovery to which it is entitled.

14.  Client agrees to indemnify, defend, and hold harmless, CREDCO, all Score providers, and all other providers of information used by CREDCO in preparing and providing the Information Services to Client hereunder, their respective affiliates, and the respective officers, directors, employees, agents, and suppliers and other third party contractors of all such persons from and against any and all actions, lawsuits, investigations, proceedings, costs, expenses (including, without limitation, attorney fees and court costs), and other claims or damages arising out of or in connection with any use or disclosure by Client or Client’s employees, agents, or contractors of any Information Service (or any information therein or provided in connection therewith), any breach by Client of any of its obligations, representations, or warranties under this Agreement, Client’s use of the Software Product contrary to any requirement under the applicable Software Product Agreement or under applicable law, and any claim by the subject of an Information Service or other person based on Client’s order or use of any Information Service.

15.  EITHER PARTY MAY TERMINATE THIS AGREEMENT WITHOUT CAUSE OR PENALTY OR (EXCEPT FOR THE SURVIVING OBLIGATIONS DEFINED IN SECTION 17) FURTHER LIABILITY, EFFECTIVE UPON FIVE (5) BUSINESS DAYS PRIOR WRITTEN NOTICE TO THE OTHER PARTY.  In addition, CREDCO may suspend providing Information Services to Client without notice if CREDCO believes that Client has breached any of its obligations hereunder until the breach has been fully cured to CREDCO’s satisfaction and CREDCO has received satisfactory assurances that such breach will not reoccur and Client will fully perform its obligations under this Agreement.

16.  Client’s failure to pay CREDCO any delinquent amounts in full within five (5) business days after written notice from CREDCO to Client will constitute a Client default and material breach of this Agreement, whereupon this Agreement will automatically and irrevocably terminate without further notice to Client or liability to CREDCO.

17.  Termination of this Agreement will not: (a) release or otherwise affect Client’s obligation to pay CREDCO in full for any fees per CREDCO’s fee schedule, late charges, attorney fees and collection costs incurred to and including the date of termination; (b) terminate or otherwise affect the disclaimers and limitations of liability contained in this Agreement, which will survive termination of this Agreement; and/or (c) waive or otherwise affect Client’s obligation to indemnify and defend under Section 14 of this Agreement, which will survive termination of this Agreement.

18.  This Agreement, constitutes the entire agreement of the parties with respect to its subject matter, and supersedes any contemporaneous or prior written or oral agreements or other communications regarding such subject matter.  No change may be made to this Agreement except by in writing executed by Client and the Compliance Officer or other authorized officer of CREDCO.  This Agreement shall be interpreted in accordance with the laws of the state of California, without reference to its principles of conflict of laws.  Client irrevocably consents to the exclusive jurisdiction and venue of the federal and state courts in San Diego County, California, with respect to all disputes in connection with this Agreement. If any court or other tribunal of competent jurisdiction declares any provision of this Agreement to be illegal or invalid or unenforceable, the legality and validity and enforceability of the remaining parts, terms, or provisions will not be affected thereby and the illegal or invalid or unenforceable part, term, or provision will be deemed not to be a part of, and severable from, the remaining portions of this Agreement.  A signature on a copy of this Agreement received by either party by facsimile or portable document format (PDF) is binding upon the other party as an original.  The parties shall treat a photocopy of such facsimile as a duplicate original.  Client may not assign this Agreement, in whole or in part, without CREDCO’s prior written consent.

19.  If Client orders OFAC Screening Service, CREDCO Screening Services, Identity Verification and Fraud Prevention Products, or Tax Return Information Services (“4506-T Direct Reports”), Client acknowledges and agrees to comply with and abide by the additional terms and requirements as set forth in Exhibit “D”, which is incorporated herein by reference and is found at the website http://www.credco.com/LegalDocuments/Exhibitd.pdf.  Client acknowledges it has received a copy of Exhibit “D” from the website http://www.credco.com/LegalDocuments/Exhibitd.pdf and agrees to comply with the provisions therein as in effect from time to time and posted on that website as a condition to ordering such products; Client agrees to monitor such website on a monthly basis to obtain notice of any changes to the products and services listed on Exhibit D and Client agrees to comply with any and all such changes made to Exhibit D as a condition to ordering and using the Information Services set forth in Exhibit D.

*DEC10G3*

20.Client certifies that it will order Credit Reports solely for one or more of the following purpose(s) and for no other purpose(Client must check only those that apply, and, below Client’s signature to this Agreement, declare all intended uses of Credit Reports):

o	a.	in connection with a credit transaction involving the consumer on whom the information is to be furnished and involving the extension of credit to, or review or collection of an account of, the consumer
o	b.	in connection with underwriting of insurance involving the consumer
o	c.	as a potential investor or servicer, or current insurer, in connection with a valuation of, or an assessment of the credit or prepayment risks associated with, an existing credit obligation

21. Client agrees to comply with the requirements set forth in Exhibit “E” which is incorporated herein by reference and is found at the website http://www.credco.com/LegalDocuments/Exhibite.pdf regarding the proper disposal of consumer information.  Client acknowledges it has received a copy of Exhibit “E” from the website http://www.credco.com/LegalDocuments/Exhibite.pdf and agrees to comply with the provisions therein as in effect from time to time and posted on that website; Client agrees to monitor such website on a monthly basis to obtain notice of any changes to Exhibit E and Client agrees to comply with any and all such changes made to Exhibit E.

22.  Client agrees to comply with all applicable federal, state and local statutes, regulations, and rules, including, without limitation, the applicable provisions of the Fair Credit Report Act as amended by the Fair and Accurate Credit Transactions Act and the Gramm-Leach-Bliley Act, in ordering and using the Information Services.    In the event Client changes its location, ownership, or control, Client agrees to notify CREDCO in writing, within ten (10) days of such change.

23.  In the event of any actual or suspected security breach that Client either suffers or learns of that either compromises or is likely to  compromise CREDCO data (including, but not limited to Credit Reports) (e.g., physical trespass on a secure facility, computing systems intrusion/hacking, loss/theft of a PC (laptop or desktop), loss-theft of printed materials, etc.) (collectively, a “Security Breach”), Client will promptly notify CREDCO security personnel within one (1) business day of the discovery of such Security Breach and will immediately coordinate with CREDCO security personnel to investigate and remedy the Security Breach, as directed by CREDCO security personnel. Notification to CREDCO shall be made by calling CREDCO at 1-619-938-7242.  Except as may be permitted by applicable law, Client agrees that it will not inform any third party of any such Security Breach without CREDCO’s prior written consent; however, if such disclosure is required by applicable law, Client agrees to work with CREDCO regarding the content of such disclosure so as to minimize any potential adverse impact upon CREDCO and its clients and customers.  Client also agrees to comply with all applicable federal and state breach laws and to provide timely notification under applicable law to those individuals affected by the Security Breach (including, but not limited to, notification to law enforcement authorities in the jurisdiction of Client and/or individual(s) effected) in the event the Security Breach was caused by or arose from the actions or inactions of Client.  In addition, Client agrees to offer and provide, if accepted, to each affected or potentially affected consumer, credit history monitoring services for a minimum of one (1) year in which the consumer’s credit history is monitored and the consumer receives daily notification of changes that may indicate fraud or identity theft.  The monitoring service must include the daily data from at least one (1) national consumer credit reporting bureau. If the root cause of the Security Breach is determined by CREDCO to be under the control of Client (e.g., employee or former employee fraud, misconduct or abuse, poor information security practices, etc.), CREDCO may assess Client an expense recovery fee.  If the root cause of the Security Breach is determined by CREDCO to be under the control of Client (see above), Client is required to submit written documentation to CREDCO outlining the cause of the breach and suggested remedial actions. If a Security Breach occurs or is suspected to have occurred, CREDCO may take any action it considers appropriate to safeguard CREDCO’s data, including but not limited to suspension of Client’s access until CREDCO has determined the Client’s environment is secure.

24.  The person signing below certifies, represents and warrants that he or she (1) is duly authorized to bind the Company set forth below, to the terms, conditions and certifications of this Agreement, (2) has direct knowledge of the facts certified in this Agreement, and (3) is authorized and hereby consents for Client to receive faxes, including, but not limited to fax advertisements, sent by or on behalf of CREDCO and its affiliates to the fax number(s) indicated below.

Company Name (please print):

Street Address (no P.O. Boxes) Suite:

City: State: Zip:

Signature: Date:

Print Name: Title:

Phone No.: Fax No:

Federal Tax ID #:

Intended Use of Credit Reports (identify all uses):

Nature of Business:

Additional locations covered by this Agreement:

                 (List each physical address or attach a separate listing on company letterhead)

CONFIDENTIAL TREATMENT

EXHIBIT II

EQUIFAX

September 2, 1997

Mr. Don Robert

President

First American Credco

5625 Ruffin Road

Suite 200

San Diego, Ca. 92123

Dear Don,

Upon First American Credco's acceptance of the following price proposal, Equifax will begin implementation of the scheduled pricing. With, signed acceptance faxed to 708­-449-9186 by September 2, 1997, Equifax will begin to implement the prices outlined. In order to complete implementation a signed, original acceptance letter must be received by Gina Page at: Equifax Banking Solutions, #3 Westbrook Corporate Center, Suite 200, Westchester, Il. 60154 in order to complete implementation.

· [DELETED] inquiry commitment.  [DELETED] inquiries per year with [DELETED] inquiries per year purchased from Equifax's affiliate CSC. Equifax owned inquiries will be priced at $[DELETED], CSC inquiries will be priced at $[DELETED], all other affiliate inquiries will be priced at [DELETED]. After First American Credco accesses the first [DELETED] million inquiries the Equifax owned price will be reduced to $[DELETED]. If First American Credco accesses [DELETED] million inquiries in the [DELETED] month period, the price will be reduced to $[DELETED].

· Beacon Risk Score $[DELETED] per inquiry.

· Safescan $[DELETED] per inquiry

· DTEC [DELETED].

· Canadian access through North American Link will be priced as follows:

· $[DELETED]  Individual STS File

· $[DELETED]  Joint STS File

· $[DELETED]  Individual STS No-hit

· $[DELETED]  Joint STS No-hit

· $[DELETED]  Beacon

· $[DELETED]  Safescan

· Direct to Consumer price as follows:

· $[DELETED]  Equifax and most affiliates

· $[DELETED]  CSC

· $[DELETED]  Credit Bureau of Central Georgia

CONFIDENTIAL TREATMENT

FIRST AMERICAN CREDCO – SEPTEMBER 2, 1997

page 2

Equifax agrees to revisit the "all other affiliate" pricing within twelve months (maximum) to see if a better term can be established. Equifax has already provided a cartridge that contains every zip code in the United States with the associated owner of the respective zip code (i.e., Equifax Owned, CSC and all other affiliates). We will compile the number of units accessed since January 1, 1997 as requested,

You will notice that I have modified a couple of the minor adjustments outlined in Per Gothe's email of August 26, 1997. It is my hope that the modifications are viewed as a positive compromise acceptable to our respective organizations. All of us at Equifax are looking forward to continued improvement to the relationship with First American Credco.

Respectfully,

/s/ Gina Page

Gina Page

Vice President

Banking Solutions Group

Accepted by Equifax	Accepted by First American Credco
Date:	Date:
/s Jeffrey Dodge	/s/ Don Robert
Jeffrey Dodge	Don Robert
Senior Vice President	President
Banking Solutions Group	First American Credco

EX-10.4

Exhibit 10.4

ADDENDUM TO AGREEMENT FOR SERVICE

This Addendum, entered into this 31st day of May 2000, is made with reference to the Agreement for Service between Equifax Credit Information Services, Inc. ("Equifax") and First American CREDCO ("CREDCO") dated October 7, 1998 (the "Agreement").

Section 2.1(C) of the Agreement is hereby modified to read:

certifies it will only use EQUIFAX Credit Information as Merge Reports for the following purposes permitted under the FCRA and for no other purpose:

(i)           in connection with a credit transaction involving the consumer on whom the information is to be furnished; or

(ii)          as a factor in establishing a Consumer Subject's eligibility for a mortgage and/or real property acquisition; or

(iii)         as a factor in establishing a Consumer Subject's eligibility for the purchase or lease of a motor vehicle; or

(iv)         in connection with tenant screening; or

(v)          in connection with the underwriting of insurance involving the consumer; or

(vi)         as a potential investor or servicer, or current insurer, in connection with the evaluation of, or an assessment of the credit or prepayment risks associated with, an existing credit obligation;

(vii)        when the Subscriber otherwise has a legitimate business need for the information in connection with a business transaction that is initiated by the consumer; or

(viii)       in accordance with the written instructions of the consumer to whom it relates.

In no event may CREDCO access or provide Equifax Credit Information as a part of a Merge Report for any other purposes, including employment, unless a separate agreement has been signed by both parties.

IN WITNESS WHEREOF, the parties hereto have duly executed this Addendum as of the date first written above.

EQUIFAX:		CREDCO:
EQUIFAX CREDIT INFORMATION		FIRST AMERICAN CREDCO, CIC AND
SERVICES, INC.		EXECUTIVE REPORTING SERVICES
By:	/s/William Calpern	By:	/s/ Per Gothe
Title:	Sr. VP	Title:	SR. V. P.

EX-10.5

Exhibit 10.5

RESELLER

SERVICE AGREEMENT

This Agreement is made and entered into as of April 26, 2011("Effective Date") by and between CoreLogic, Inc., a Delaware corporation, on behalf of its subsidiaries and affiliates identified on Exhibit A hereto (“Affiliates”), all of which are referred to collectively as “Reseller” and Trans Union LLC, 555 West Adams Street, Chicago, Illinois 60661 (“TransUnion”) to provide for credit reporting services.  For purposes of this Agreement, CoreLogic, Inc. does not intend to act as a reseller or consumer reporting agency and shall not act as such.

WHEREAS, Reseller is in the business of obtaining consumer reports from third party sources and providing credit reporting services to its customers (“End Users”); and

WHEREAS, TransUnion owns and maintains a national database of consumer credit information ("TransUnion Consumer Database"); and

WHEREAS, Reseller desires to resell TransUnion consumer credit reports, or information therefrom, ("Consumer Reports") to End Users who have a permissible purpose in accordance with the Federal Fair Credit Reporting Act (15 USC section 1681 et seq.) including, without limitation, all amendments thereto (“FCRA”).

NOW THEREFORE, in consideration of the premises and the mutual benefits expressed herein, the parties agree as follows:

I. Reseller Responsibilities

A. Reseller agrees, that after it has had a reasonable period of time to implement,  to comply with the then current TransUnion policies and procedures as communicated by TransUnion from time to time (the “Policy”), which shall be incorporated into this Agreement by reference.  TransUnion may, from time to time notify Reseller of additional, updated or new Policies.  Reseller’s compliance with such Policy shall be a condition of TransUnion’s continued provision of Consumer Reports to Reseller.

B. Reseller may sell, subject to applicable law, Consumer Reports to the industries and/or for the purposes outlined herein.  In the event that Reseller wishes to expand its resale business beyond the scope set forth below, Reseller may do so only with the prior written consent of TransUnion.

C. Reseller shall request, from TransUnion, Consumer Reports only on behalf of Reseller's End Users who have a permissible purpose for obtaining consumer reports, as defined by Section 604 of the FCRA.  Such End Users shall be provided access to the TransUnion Consumer Database or Consumer Reports only if all requirements stated in this Agreement are met.

D. Prior to Requesting each Consumer Report, Reseller shall identify the End User of the Consumer Report, obtain certification from the End User of each permissible purpose for which that End User will use the Consumer Report, identify that certification, and obtain each End User’s certification that the Consumer Report will be used for no other purpose, as defined by Section 607 of the FCRA, via the method indicated by the Reseller in Section IV of this Agreement.

E. The Consumer Reports may be transferred without change, may be reformatted by Reseller, or may be merged with similar data obtained from other consumer reporting agencies (Merged Reports).  Each Consumer Report obtained by Reseller shall be used only one time, and only by or on behalf of the End User for whom it was requested.  Notwithstanding the foregoing, Reseller may archive, retain or use the Consumer Reports on behalf of the End User for whom it was requested for audit or disaster recovery purposes.  Reseller may also archive, retain or use the Consumer Reports (1) if Reseller is required by law to maintain the Consumer Report for purposes of performing a consumer-initiated investigation or to provide, at the consumer’s request, a modified version of the same Consumer Report to the End User for whom it was originally requested, (2) in connection with customer or consumer inquiries, lawsuits, governmental investigations and similar purposes; (3) sold for residential mortgage purposes so long as retention is limited to a period of one-hundred and eighty (180) days; (4) for internal/billing purposes so long as retention is limited to a period of 66 months.   In the event that Reseller has archived a Consumer Report for such purpose, and receives a court order or federal grand jury subpoena for that report, such Consumer Report may be produced.  In no event, however, should a new Consumer Report be requested from TransUnion in response to any subpoena; rather, Reseller should direct the requesting party to TransUnion.

F. Reseller shall obtain Service Agreements from such End Users that contain language substantially similar and no less restrictive than the language set forth in the Policy, wherein each user will state the nature of its business, certify the specific permissible purpose for which Consumer Reports will be obtained, and agree that Consumer Reports will be obtained for no other purpose, all as required by the FCRA.  Reseller shall promptly provide written notice to TransUnion upon termination of any such Service Agreements if such termination is as a result of suspected or actual fraud or the belief that the End User may have violated the FCRA.

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G. Reseller is prohibited from selling Consumer Reports directly to consumers under this Agreement; however, as of the Effective Date of this Agreement, the parties acknowledge the existence of a Consumer Reseller Service Agreement dated on or about February 23, 2010 between Trans Union LLC and First Advantage Credco LLC. Reseller may disclose Consumer Reports obtained under this Agreement to consumers only to the extent required by Section 609 of the FCRA; provided however, that unless explicitly authorized in a separate agreement between Reseller and TransUnion, for the resale of a score or as explicitly otherwise authorized in advance and in writing by TransUnion, Reseller, shall not disclose to consumers or any third party, other than Reseller's End User for whom the score was obtained, any nor all scores provided under this Agreement, unless clearly required by law.

H. Reseller may advertise its services on the Internet or other public computer network.  In addition, Reseller may sell, deliver and transmit Consumer Reports via the Internet; provided however, that Reseller meets or exceeds all of the security and other requirements set forth in this Agreement, the Policy and any amendments thereto, and has established adequate security measures to assure that the Consumer Reports and Consumer Information will be delivered only to the intended recipients.  Any access, transaction or business conducted via the Internet using Reseller’s access codes shall be presumed to have been in Reseller’s name for Reseller’s benefit.  Any unauthorized access or use shall be solely the responsibility of Reseller.  In the event Reseller chooses to transmit Consumer Reports via the Internet and fails to comply with all requirements set forth herein and in the Policy, TransUnion reserves the right to instruct Reseller to immediately cease selling, delivering and transmitting Consumer Reports via the Internet until such time as Reseller can prove to TransUnion that Reseller is in compliance with all of the security and other requirements set forth in this Agreement, the Policy and any amendments thereto.

I. Without limiting any other obligations of Reseller found herein or in the Policy, Reseller shall implement, and shall take all measures to maintain, commercially reasonable and appropriate administrative, technical and physical, security safeguards ("Safeguards”) designed to (a) ensure the security and confidentiality of Consumer Reports that Reseller receives from TransUnion, directly or indirectly, under this Agreement; (b) protect against any and all reasonably anticipated threats or hazards to the security or integrity of such Consumer Reports; and (c) protect against unauthorized access or use of such Consumer Reports that could result in substantial harm or inconvenience to any consumer.  Reseller shall immediately (but in no event later than thirty-six (36) hours after Reseller has obtained knowledge, or been notified of the occurrence of any of the following) notify TransUnion by phone and in writing in the event: (i) of any changes to Reseller's business, or in the event any other circumstances arise, which Reseller knows, or has reason to know, will have a material adverse impact on such Safeguards; (ii) Reseller becomes aware that its Safeguards are otherwise materially insufficient to meet its obligations under this Section, or (iii) Reseller becomes aware of any unauthorized disclosures, or other misappropriation, of any information provided to Reseller by TransUnion, including, but not limited to theft, loss or interception of Consumer Reports, unauthorized use of TransUnion subscriber codes and passwords, unauthorized entry to the facilities where TransUnion Data may have been accessible, or unauthorized release of or access to TransUnion Data by an employee or Agent of Reseller, resulting from a breach of Reseller’s Safeguards or otherwise.  Reseller shall fully cooperate with TransUnion in mitigating any damages due to any misappropriation or unauthorized use or disclosure of any Consumer Reports or other information provided by TransUnion to Reseller.  Such cooperation shall include, but not necessarily be limited to, allowing TransUnion to participate in the investigation of the cause and extent of such misappropriation and/or unauthorized disclosure.  Such cooperation shall not relieve Reseller of any liability it may have as a result of such a misappropriation and/or unauthorized disclosure.  Reseller agrees, that to the extent any such unauthorized use, unauthorized disclosure, misappropriation, or other event is due to Reseller’s negligence, intentional wrongful conduct or breach of this Agreement, Reseller shall be responsible for any required consumer, public and/or other notifications, and all costs associated therewith; provided however, that except to the extent required to comply with applicable law, Reseller shall make no public notification, including but not limited to press releases or consumer notifications, of the potential or actual occurrence of such misappropriation and/or unauthorized disclosure without TransUnion’s prior written consent.

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J. Reseller shall comply with all federal, state and local statutes, regulations and rules applicable to it including, without limitation, the FCRA and all reasonable procedures prescribed by TransUnion including, but not limited to those set forth in the Policy, to verify the identity of End Users who will obtain Consumer Reports to make certain that such End Users are legitimate businesses, have a permissible purpose for obtaining credit reports, and are not Unauthorized Users, as such term is defined in the Policy.  If, as a result of the verifications outlined in the Policy, the prospective End User is found to be an Unauthorized User, or is found to have no permissible purpose to obtain credit reports, Reseller shall not enter into a Service Agreement with such End User.  Reseller agrees that it will require by written contract with its End Users that such End Users comply with the same obligations of compliance with all laws.  TransUnion reserves the right to terminate any End User with or without notice in the event that TransUnion has reason to believe that an End User has violated the FCRA, committed fraud, or allowed the unauthorized use or unauthorized disclosure of TransUnion Data to occur.

K. TransUnion has the capability to offer scores derived from models built jointly with third parties, and other services provided by third parties, which are subject to additional warranties offered or terms imposed by such third parties.  If desired by Reseller, such third party scores and services shall be made available pursuant to separate agreement, which shall be appended as a schedule to this Agreement.  TransUnion also has the capability to offer scores developed by TransUnion (“TransUnion Scores”).  The TransUnion Score is proprietary to TransUnion and, accordingly, without TransUnion's prior written consent, the TransUnion Score shall not be disclosed to any other third party, except: (a) as expressly permitted herein; or (b) unless clearly required by law.  Reseller shall not, nor permit any third party to, publicly disseminate any results of validations or other reports derived from the TransUnion Scores without TransUnion’s prior written consent.  Moreover, prior to delivering the TransUnion Score to an End User, Reseller must first enter into an agreement including the terms and conditions set forth in the Policy.

II. TransUnion Responsibilities

A. TransUnion shall maintain credit information on individuals as furnished by its subscribers or obtained from other available sources.

B. TransUnion shall use good faith in obtaining and assembling such information from sources TransUnion considers reliable, but does not guarantee the accuracy nor completeness of any information reported, and TRANSUNION MAKES NO WARRANTIES, EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO CONSUMER REPORTS, FURNISHED UNDER THIS AGREEMENT, WHETHER TO RESELLER OR TO END USER(S).

III. Indemnification and Limitation of Liability

A. Reseller shall indemnify and hold TransUnion harmless from any and all claims, losses and damages, liability, and costs, including attorney’s fees, against, or incurred by, TransUnion to the extent such claims, damages, liability and costs result directly or indirectly from either or both of the following: (a) any misuse of Consumer Reports by Reseller; or (b) Reseller's breach of its obligations under this Agreement.  Reseller recognizes that TransUnion will suffer irreparable harm, and that monetary damages may be incalculable and/or inadequate in the event that Reseller retains TransUnion data in breach of this Agreement, and therefore, such breach shall be entitled to remedy by injunctive relief, in addition to any and all other relief which may be available at law or at equity.

B. IN NO EVENT SHALL TRANSUNION BE LIABLE TO RESELLER IN ANY MANNER WHATSOEVER FOR ANY LOSS OR INJURY TO RESELLER ARISING UNDER THIS AGREEMENT.  IN NO EVENT SHALL TRANSUNION’S AGGREGATE LIABILITY, IF ANY, TO RESELLER UNDER THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO THE CHARGES INCURRED BY RESELLER UNDER THIS AGREEMENT DURING THE SIX (6) MONTH PERIOD PRIOR TO THE OCCURRENCE OF THE FIRST EVENT GIVING RISE TO ANY SUCH LIABILITY. MOREOVER, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES INCURRED BY THE OTHER PARTY AND ARISING OUT OF THE PERFORMANCE OF THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LOSS OF GOOD WILL AND LOST PROFITS OR REVENUE, WHETHER OR NOT SUCH LOSS OR DAMAGE IS BASED IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, INDEMNITY, OR OTHERWISE, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

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C. THE FOREGOING NOTWITHSTANDING, WITH RESPECT TO RESELLER, IN NO EVENT SHALL THE AFORESTATED LIMITATIONS OF LIABILITY, SET FORTH ABOVE IN PARAGRAPH B OF THIS SECTION III, APPLY TO DAMAGES INCURRED BY TRANSUNION AS A RESULT OF GOVERNMENTAL, REGULATORY OR JUDICIAL ACTION(S) PERTAINING TO VIOLATIONS OF THE FCRA, THE GRAMM-LEACH-BLILEY ACT, TITLE V, SUBTITLE A, FINANCIAL PRIVACY (15 U.S.C § 6801-6809) (“GLB ACT”), OTHER CONSUMER REPORTING LAWS, REGULATIONS, OR JUDICIAL ACTIONS, OR ANY COMBINATION OF THE FOREGOING, TO THE EXTENT SUCH DAMAGES RESULT FROM RESELLER'S BREACH, DIRECTLY OR INDIRECTLY, OF ITS OBLIGATIONS UNDER THIS AGREEMENT.

D. ADDITIONALLY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY AND ALL CLAIMS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT BROUGHT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS ACCRUED.

IV. Identify End User

A. Reseller shall provide to TransUnion as to each End User who will obtain TransUnion Consumer Reports or information therefrom, its identity by subscriber number, name, address and telephone number, and the permissible purpose for which each report is sought, so that such information may be noted on the report for the consumer who is the subject of the report accessed.  Such End User identification shall be made by either Option (1) or Option (2) below, as indicated by Reseller.  TransUnion reserves the right to immediately terminate this Agreement in the event that Reseller fails to comply with the requirements of this Section IV.

· Option (1): Each End User signed up by Reseller may access the TransUnion system after appropriate identification procedures have been established, and a separate customer code shall be issued for each End User.  When such code is established, Reseller shall provide TransUnion with the customer’s name, address, telephone number, and the permissible purpose for which reports will be accessed.  If the customer intends to access reports for more than one permissible purpose, separate codes will be issued to enable TransUnion to identify the permissible purpose for each access to a consumer report; or

· Option (2):  Under certain special, unique and mutually agreed upon circumstances, the customer name and permissible purpose shall be identified by inquiry on each consumer report accessed.  Reseller agrees to establish and provide TransUnion a toll free number, which will be answered between the hours of 9 a.m. to 5 p.m. Monday through Friday, exclusive of federal holidays, that TransUnion can call to obtain the customer’s address and telephone number.

B. Reseller shall credential all customers according to the Policy.

For companies that became Reseller customers on or after March 1, 2008, Reseller must credential such companies following the procedures described in the most recently received Policy.

For companies that became Reseller customers prior to March 1, 2008, Reseller will credential such companies following the procedures described in the most recently received Policy:

• at the time the company's agreement with Reseller is renewed by amendment or otherwise, or automatically renewed; and/or

• at any time any event (e.g. spike in usage)-driven Reseller audit is conducted; and/or

• when a compliance issue is identified during a routine/random Reseller audit; and/or

• as any event occurs that causes Reseller to review the customer’s credentials (e.g. change in customer address; change in customer ownership, etc.).

V. Fees & Charges

A. Reseller shall pay to TransUnion for each access to the TransUnion Consumer Database, by Reseller and for each access by an End User, the price then in effect for the type of Consumer Report ordered.  TransUnion reserves the right to change the fees and charges from time to time, but no change in such fees and charges shall become effective as to Reseller earlier than sixty (60) days after written notice thereof shall have been given by TransUnion to Reseller.  TransUnion shall have no obligation to collect any account owing from End Users.  It is understood and agreed between the parties hereto that the pricing that is currently in place between TransUnion and Reseller (including Reseller’s affiliates covered under this Agreement) shall remain in full force and effect unless and until such pricing is modified in accordance with this Section V.A.

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B. Reseller shall pay any and all applicable taxes (excluding federal and state income taxes on the overall net income of TransUnion) or other similar applicable assessments or charges payable or ruled payable by any governmental authority in respect of the Agreement or the transactions contemplated hereunder, including all interest and penalties, if any.

C. TransUnion shall provide monthly invoices to Reseller for all access to the TransUnion Consumer Database, by Reseller and for all accesses by End Users, and Reseller shall pay such undisputed invoices within thirty (30) days of receipt. Without limiting any of TransUnion's remedies for non-payment or late payment of invoices, past due amounts shall accrue interest at the rate of one and one-half percent (1.5%) per month (eighteen percent (18%) per year) or the maximum allowed by law if lower than 18% per year.  If collection efforts are required, Reseller shall be liable for all cost of collection, including reasonable attorney's fees.

VI. Reseller Audits

A. Reseller shall maintain commercially reasonable records to substantiate Reseller’s performance under this Agreement and the Policy including, without limitation, Reseller’s compliance with payment, legal and all security requirements.   Reseller shall preserve such records both during and for a period of at least five (5) years after termination of the Agreement, and shall provide copies of such records and information to TransUnion as may be reasonably requested from time to time provided TransUnion agrees to keep such information confidential.  Moreover, and subject to TransUnion agreeing to maintain the confidentiality of any information obtained, no more than two (2) times per calendar year during the term of the Agreement and no more than once per calendar year after termination of the Agreement, TransUnion shall have access to such records and to Reseller’s facilities for the purpose of auditing, either through its own employees, representatives or through an independent auditor selected and paid by TransUnion.  Any such on-site review of Reseller’s records, facilities or both may be conducted at anytime during Reseller’s business hours upon TransUnion providing Reseller no less than twenty (20) business days' prior written notification; provided however, that in the event of a material breach including, but not limited to, any material deficiency in Reseller’s performance of the Agreement, then such interval restriction and required prior written notification, except for reasonableness shall not apply.

B. Reseller agrees that it will cooperate with all reasonable TransUnion requests for records and information related to Reseller’s performance under this Agreement and the Policy.

C. For each third party who provides services on behalf of or to Reseller that gains access to TransUnion data, from time to time, TransUnion shall have the right to review, at TransUnion's expense, each such third party's security processes and procedures related to the transmission, storage or processing of TransUnion data.

D. Reseller shall reasonably cooperate, and shall request each such third party to reasonably cooperate, with TransUnion and any TransUnion requests in conjunction with all such aforementioned reviews including, but not limited to TransUnion requests to correct any deficiencies discovered during such audits within a period of time mutually agreed upon and/or suspend any further transmission of Consumer Information until such deficiencies are corrected.

E. Reseller’s obligation to comply with the provisions of this Agreement and the Policy shall, in no event, be deemed contingent upon, or otherwise affected by, the aforementioned audit rights of TransUnion.

VII. Marketing Materials

A. All rights in any trademarks, trade names, service marks, slogans, logos, designs, Internet universal resource locators (e.g., domain names) and other similar means of distinction (“Marks”) associated with the business of TransUnion, including all goodwill pertaining thereto, shall be and remain the sole property of TransUnion.  Reseller shall use and display such Marks in Reseller’s marketing materials according to the use restrictions set forth in the Policy and the TransUnion Brand Guidelines, which may be revised from time to time and made available to Reseller upon request, and only during the term of the Agreement.  Reseller shall take reasonable measures required to protect TransUnion’s rights in such Marks, including, but not limited to, the inclusion of a prominent legend identifying such Marks as the property of TransUnion.  Moreover, TransUnion reserves the right to require Reseller, upon at least ninety (90) days' prior written notification from TransUnion, to use and display such Marks in accordance with written TransUnion's guidelines for use of Marks as issued, and as may be revised, from time to time.  Samples of all materials that may be distributed by Reseller displaying the Marks shall be submitted to TransUnion upon TransUnion's reasonable request to verify compliance with TransUnion's guidelines for the use of the Marks.  TransUnion reserves the right to add to, change, or discontinue the use of any Trademark, on a selective or general basis, at any time.  Reseller shall not use any Trademark of TransUnion in any corporate, partnership, or business name without TransUnion's prior written consent.  TransUnion may prohibit the use of any or all Marks by Resellers if, in TransUnion’s sole discretion, Reseller’s use of the Trademark(s) is detrimental to TransUnion in any way.

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B. Reseller shall submit to TransUnion for TransUnion’s prior approval, which approval may be withheld at TransUnion’s sole discretion, that portion of any news or promotional releases to the media referencing any Marks associated with the business of TransUnion.

VIII. Miscellaneous

A. This Agreement shall commence as of the Effective Date and shall remain in force and effect until this Agreement is terminated in accordance with the terms set forth in this Agreement or by either party upon at least ninety (90) days' prior written notice to the other party.

The foregoing notwithstanding, without limiting any other remedies to which TransUnion may be entitled including, but not limited to, injunctive relief, TransUnion reserves the right, at TransUnion's sole option, to suspend its performance, in whole or in part, under this Agreement if TransUnion, in good faith, determines that Reseller, either directly or indirectly, has materially breached any of its obligations under this Agreement including, without limitation, Reseller’s non-payment or late payment of invoices; provided however that TransUnion may immediately suspend its performance if TransUnion, in good faith, determines that (1) a fraud and/or security breach involving Reseller has occurred; (1) the requirements of any law, regulation, or judicial action have not been met or (3) as a result of changes in laws, regulations or regulatory or judicial action, the requirements of any law, regulation or judicial action will not be met.

Moreover, TransUnion reserves the right to terminate this Agreement if TransUnion, in good faith, determines that Reseller, either directly or indirectly, has materially breached any of its obligations under this Agreement and has failed to cure such breach within thirty (30) days of being provided with written notification by TransUnion of such breach; provided, however, solely with respect to a material breach by Reseller related to non-payment or late payment of invoices, TransUnion shall provide Reseller sixty (60) days to cure such breach after being provided with written notification by TransUnion.  The foregoing notwithstanding, TransUnion reserves the right to immediately terminate this Agreement in the event that (1) a fraud and/or security breach committed by Reseller has occurred; (2) the requirements of any law, regulation, or judicial action have not been met; or (3) as a result of changes in laws, regulations or regulatory or judicial action, the requirements of any law, regulation or judicial action will not be met.  TransUnion further reserves the right to immediately suspend its performance under this Agreement in the event that a fraud or security breach involving Reseller has occurred.

B. Reseller and TransUnion agree that Reseller is a reseller, as such term is defined in the FCRA, 15 USC 1681(a)(u), as may be amended from time. To the extent Reseller has an agreement with an End User that has a permissible purpose, but the report is transmitted through an intermediary third party, with whom Reseller may or may not have an agreement, such third party intermediary is not considered a “Reseller”.  Moreover, when an End User that has a permissible purpose delivers the report to a party that is a “Joint User,” (as such term is defined in the FTC Commentary) then such End User is not acting as a Reseller.

C. TransUnion may make available ancillary services for resale by Reseller, subject to such terms and conditions as TransUnion may impose from time to time.  If Reseller refuses to agree to or fails to comply with such terms and conditions, TransUnion shall have no obligation to make such ancillary service available to Reseller.

D This Agreement including, without limitation, all the rights and the obligations set forth in this Agreement, with respect to Reseller are personal to Reseller and may not be subcontracted by Reseller without the prior written consent of TransUnion.  Moreover, this Agreement, including the rights and obligations contained in this Agreement, may not be assigned, transferred (e.g., via stock purchase, sale of assets, etc.) or otherwise disposed of, by operation of law or otherwise, in whole or in part, by Reseller.  This Agreement shall immediately terminate upon any attempt to so subcontract, assign, or transfer such rights and obligations.

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E. Each of the parties to this Agreement are independent contractors and nothing contained in this Agreement shall be construed as creating a joint venture, partnership, employer-employee, principal-agent nor mutual agency relationship between or among the parties hereto and no party shall, by virtue of this Agreement, have any right or power to create any obligation, express or implied, on behalf of any other party.  No party, nor any employee of a party, shall be deemed to be an employee of the other party by virtue of this Agreement.

F. In the regular course of business, TransUnion may monitor, record and retain telephone conversations made or initiated to or by TransUnion, including, but not limited to those from or to Reseller.

G. No failure or successive failures on the part of either party, its respective successors or permitted assigns, to enforce any covenant or agreement, and no waiver or successive waivers on its or their part of any condition of this Agreement shall operate as a discharge of such covenant, agreement, or condition, or render the same invalid, or impair the right of either party, its respective successors and permitted assigns, to enforce the same in the event of any subsequent breach or breaches by the other party, its successors or permitted assigns.

H. All references in this Agreement to the singular shall include the plural where applicable.  Titles and headings to sections or paragraphs in this Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of this Agreement.  If any term or provision of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

I. Neither party shall be liable to the other for any act, failure to perform, delay in performance, event or circumstance under this Agreement if, and to the extent, such act, failure to perform, delay in performance, event or circumstance is caused by conditions beyond its reasonable control and which, by the exercise of reasonable diligence, the delayed party is unable to prevent or provide against.  Such conditions include, but are not limited to, acts of God; strikes, boycotts or other concerted acts of workmen; laws, regulations or other orders of public authorities; military action, state of war or other national emergency; fire or flood.  The party affected by any such force majeure event or occurrence shall give the other party written notice of said event or occurrence within five (5) business days of such event or occurrence.

J. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois regardless of the laws that might otherwise govern under applicable Illinois principles of conflicts of law.

K. The recitals set forth above are an integral part of this Agreement and are hereby incorporated into this Agreement.

L. With the exception of Reseller’s right, subject to the requirements of this Agreement, to request Consumer Reports from TransUnion and any TransUnion obligation, if any, to so supply Consumer Reports (and, if applicable, any ancillary services), all provisions of this Agreement shall survive any termination of this Agreement.  Moreover, any termination shall not relieve Reseller of any fees or other payments due to TransUnion through the date of any termination nor affect any rights, duties or obligations of either party that accrue prior to the effective date of any such termination.

M. AS OF THE EFFECTIVE DATE OF THIS AGREEMENT, THE FOLLOWING AGREEMENTS, AMENDMENTS AND ADDENDUMS ARE IN FULL FORCE AND EFFECT:

1. ADDENDUM TO RESELLER SERVICE AGREEMENT FOR ACCOUNT REVIEWS DATED FEBRUARYR 8, 2007;

2. CONSUMER RESELLER SERVICE AGREEMENT (IN CONNECTION WITH BANKRUPTCY FILINGS) DATED APRIL 14, 2010;

3. QUICK CHECK ADDENDUM TO RESELLER SERVICE AGREEMENT DATED JUNE 7, 2000;

4. ADDENDUM TO RESELLER SERVICE AGREEMENT FOR OFAC NAME SCREEN DATED JANUARY 6, 2003;

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5. ADDENDUM FOR ACCESS VIA TRANSUNION DESKTOP DATED JULY 10, 2006;

6. FRAUD MANAGEMENT PLATFORM AUTHENTICATION/VERIFICATION SERVICES AGREEMENT DATED FEBRUARY 28, 2007.

7. PREFERRED PARTNER ADDENDUM TO RESELLER SERVICE AGREEMENT DATED JULY 2, 2008;

8. ADDENDUM TO RESELLER SERVICE AGREEMENT, FAIR ISAAC RISK SCORE SERVICES, DATED JUNE 20, 2008;

9. ADDENDUM TO RESELLER SERVICE AGREEMENT FOR PRESCREEN SERVICES, DATED SEPTEMBER 12, 2007;

10. PAYDAY LENDING PRICING ADDENDUM DATED DECEMBER 18, 2009

IN ADDITION, ANY AND ALL AMENDMENTS, ADDENDA, SCHEDULES, STATEMENTS OF WORK AND ANY OTHER SIMILAR ARRANGEMENTS NOT SPECIFICALLY MENTIONED ABOVE, THAT HAVE NOT EXPIRED OR BEEN TERMINATED, ARE HEREBY INCORPORATED INTO THIS AGREEMENT AND SHALL REMAIN IN FULL FORCE AND EFFECT.

EXCEPT AS OTHERWISE EXPLICITLY PROVIDED FOR IN THIS AGREEMENT, THIS AGREEMENT INCLUDING, BUT NOT LIMITED TO, ALL ASSOCIATED PRICING AGREED UPON AND THE POLICY, CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO AND SUPERSEDES ALL PREVIOUS AGREEMENTS AND UNDERSTANDINGS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, SOLELY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT.  THIS AGREEMENT MAY NOT BE ALTERED, AMENDED, OR MODIFIED EXCEPT BY WRITTEN INSTRUMENT SIGNED BY THE DULY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES.

N. THE FCRA PROVIDES THAT ANY PERSON WHO KNOWINGLY AND WILLFULLY OBTAINS INFORMATION ON A CONSUMER FROM A CONSUMER REPORTING AGENCY UNDER FALSE PRETENSES SHALL BE FINED UNDER TITLE 18, OR IMPRISONED NOT MORE THAN TWO YEARS, OR BOTH.

O. The person signing this Agreement on behalf of Reseller has direct knowledge of all facts certified.  Also, by signing this Agreement, Reseller acknowledges receipt of a copy of the Federal Trade Commission’s “Notice to Users of Consumer Reports: Obligations of Users Under the FCRA" and a copy of the Federal Trade Commission's "Notices to Furnishers of Information: Obligations of Furnishers Under the FCRA".

P. All notices to the parties under this Agreement shall be in writing and sent to the names and addresses as set forth below.  Either party may change such name and address by notice to the other in accordance herewith, and any such change shall take effect immediately up on receipt of such notice.  All notices shall be deemed delivered three business days after the date of their deposit in the U.S. Mail or the date of delivery if sent by overnight courier, facsimile, e-mail or other electronic delivery method.

	Reseller:
Trans Union LLC	CoreLogic, Inc.
Attn: GVP- Resellers	Attn: Per Gothe, EVP
555 W. Adams St	12395 First American Way
Chicago, IL 60661	Poway, Ca.  92064
Fax:  (312) 559-5680	Fax (619) 938-7080
E-mail: resellerrqst@tusales.com	Email:  pgothe@corelogic.com
With a copy to:	With a copy to:
Trans Union LLC	CoreLogic, Inc.
555 W. Adams St	12395 First American Way
Chicago, IL 60661	Poway, CA 92064
Attn: General Counsel	Attn: Corporate Counsel

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IN WITNESS WHEREOF, the parties, intending to be legally bound, have caused this Agreement to be executed by their duly authorized representatives as of the last date and year set forth below.  The parties hereto agree that a facsimile transmission of this fully executed Agreement shall constitute an original and legally binding document.

TRANS UNION LLC		CORELOGIC, INC.
By:	/s/ Steve W. Hamby	By:	/s/ George Livermore
	TransUnion Representative		Reseller Representative
	Steve W. Hamby, Group V. P.		George Livermore
	Name and Title of Signer (please print)		Name and Title of Signer (please print)
	4/26/11		Executive VP	3/3/11
	Date Signed		Date Signed

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Industries to and/or Purposes for which Reseller may resell Consumer Reports under this Agreement:

In addition to those standard industries listed in the Policy, Reseller is also permitted to sell to the following:

Automobile Dealers, Powersports Dealers and RV Dealers

Mortgage Quality Control

Education Finance/Student Lending

Mortgage Lending (including mortgage brokers and banks for mortgage lending purposes)

Merchant Screening

Not-for-profit Loan Counseling

Credit Unions (pursuant to the Preferred Partner Addendum dated July 2, 2008, as amended)

Bankruptcy Attorneys (pursuant to the Bankruptcy Addendum to the RSA)

Payday Lending (pursuant to the Payday Lending Pricing Addendum dated December 18, 2009)

Government licensing as required by law (entity that issues the license must be the End User)

Mortgage broker, Loan Officer, Insurance Agent and Title Agent onboarding/credentialing (pursuant to the consumer’s written authorization obtained by the End User)

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EXHIBIT A

AFFILIATES

Affiliates means, with respect to Reseller, any entity at any time controlling, controlled by or under common control with such Reseller, where such control means: (a) for corporate entities, direct ownership of 51% or more of the stock or shares entitled to vote for the election of the board of directors or other governing body of the entity; and (b) for non-corporate entities, direct ownership of 51% or more of the equity interest.  Reseller has such Affiliates, as listed on this Exhibit A, which Affiliates are authorized by Reseller to access TransUnion consumer credit reports and/or ancillary services under Reseller’s code(s), pursuant to the terms and conditions of the Reseller Service Agreement.  Reseller shall promptly notify TransUnion in writing of any additions to or deletions from this Exhibit A.  Reseller represents and warrants that it has the authority to enter into this Agreement on behalf of its Affiliates.  Moreover, Reseller represents and warrants that it shall insure that it has appropriate legal authority from each such Affiliate that binds each such Affiliate to the provisions of this Agreement, including, without limitation, all attachments hereto, as if each such Affiliate were a signatory to this Agreement.  Reseller certifies that all Affiliates participating under the Reseller Service Agreement shall be instructed as to their obligations under the Reseller Service Agreement, including but not limited to the certification of permissible purpose contained therein, if applicable.  Reseller and each Affiliate shall be jointly and severally liable under the terms of this Agreement.

Affiliates

American Driving Records, Inc.	CA
CoreLogic Credco, LLC	DE
First Advantage Public Records, LLC	DE
CoreLogic SafeRent, Inc.	DE
CoreLogic Credco of Puerto Rico, Inc.	DE
CoreLogic Consumer Services, Inc.	CA
CoreLogic Jenark, Inc.	MD
LeadClick Media, Inc.	CA
Multifamily Community Insurance Agency, Inc.	MD
CoreLogic National Background Data, LLC	DE
CoreLogic National Data Registry, LLC	DE
North American Credco, Inc.	DE
CoreLogic TeleTrack, Inc.	GA

EX-10.6

Exhibit 10.6

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this 3nd day of May, 2011, by and between CoreLogic, Inc., a Delaware corporation (the“Company”), and Anand K. Nallathambi (the “Executive”).

RECITALS

THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions:

A.  The Company desires that the Executive be employed by the Company to carry out the duties and responsibilities described below, all on the terms and conditions hereinafter set forth, effective as of May 3, 2011 (the “Effective Date”).

B.  The Executive desires to accept such employment on such terms and conditions.

C.  The Executive’s Employment Agreement dated August 9, 2009,  is hereby terminated and shall be null and void in all respects.  This Agreement shall govern the employment relationship between the Executive and the Company from and after the Effective Date and supersedes and negates all previous agreements with respect to such relationship.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

1. Retention and Duties.

1.1 Retention.  The Company does hereby hire, engage and employ the Executive for the Period of Employment (as such term is defined in Section 2) on the terms and conditions expressly set forth in this Agreement.  The Executive does hereby accept and agree to such hiring, engagement and employment, on the terms and conditions expressly set forth in this Agreement.

1.2 Duties.  During the Period of Employment, the Executive shall serve the Company as its Chief Executive Officer, with the customary authorities, duties, and responsibilities of such position for a company of similar size and nature to the Company, subject to the directives of the Company's Board of Directors.  The Executive shall be subject to the corporate policies of the Company as they are in effect from time to time throughout the Period of Employment (including, without limitation, the Company’s Code of Conduct, as it may change from time to time).  During the Period of Employment, the Executive shall report solely to the Company's Board of Directors.

1.3 No Other Employment; Minimum Time Commitment.  During the Period of Employment, the Executive shall (i) devote substantially all of the Executive’s business time, energy and skill to the performance of the Executive’s duties for the Company, (ii) perform such duties in a faithful, effective and efficient manner to the best of his abilities, and (iii) hold no other employment.  The Executive’s service on the boards of directors (or similar body) of other business entities is subject to the approval of the Company’s Board of Directors (the “Board”).  The Company shall have the right to require the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar body) which he may then serve if the Board reasonably determines that the Executive’s service on such board or body interferes with the effective discharge of the Executive’s duties and responsibilities to the Company or that any business related to such service is then in competition with any business of the Company or any of its affiliates, successors or assigns.

1

1.4 No Breach of Contract.  The Executive hereby represents to the Company and agrees that: (i) the execution and delivery of this Agreement by the Executive and the Company and the performance by the Executive of the Executive’s duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which the Executive is a party or otherwise bound or any judgment, order or decree to which the Executive is subject; (ii) the Executive will not enter into any new agreement that would or reasonably could contravene or cause a default by the Executive under this Agreement; (iii) the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other Person (as such term is defined in Section 5.5) which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder; (iv) the Executive is not bound by any employment, consulting, non-compete, confidentiality, trade secret or similar agreement (other than this Agreement and the Confidentiality Agreement) with any other Person; (v) to the extent the Executive has any confidential or similar information that he is not free to disclose to the Company, he will not disclose such information to the extent such disclosure would violate applicable law or any other agreement or policy to which the Executive is a party or by which the Executive is otherwise bound; and (vi)the Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance.

1.5 Location.  The Executive’s principal place of employment shall be at the Company’s principal executive office as it may be located from time to time.  The Executive agrees that he will be regularly present at that office.  The Executive acknowledges that he will be required to travel from time to time in the course of performing his duties for the Company.

1.6 Confidentiality Agreement.  In connection with entering into this Agreement, the Executive has executed and delivered to the Company a Confidential Information and Inventions Agreement (as it may be amended from time to time and together with any similar successor agreement, the “Confidentiality Agreement”).  The Executive agrees to abide by the Confidentiality Agreement.

2. Period of Employment.  The “Period of Employment” shall commence on the Effective Date and shall end at the close of business on December 31, 2013 (the “Termination Date”); provided, however, that this Agreement shall be automatically renewed, and the Period of Employment shall be automatically extended for one (1) additional year on the Termination Date and each anniversary of the Termination Date thereafter, unless either party gives written notice at least sixty (60) days prior to the expiration of the Period of Employment (including any renewal thereof) of such party’s desire to terminate the Period of Employment (such notice to be delivered in accordance with Section 18).  The term “Period of Employment” shall include any extension thereof pursuant to the preceding sentence. Provision of notice that the Period of Employment shall not be extended or further extended, as the case may be, shall not constitute a breach of this Agreement, shall not constitute “Good Reason” for purposes of this Agreement, and shall not give rise to an obligation to pay severance benefits pursuant to Section 5.3(b).  Notwithstanding the foregoing, the Period of Employment is subject to earlier termination as provided below in this Agreement.

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3. Compensation.

3.1 Base Salary.  The Executive’s base salary (the “Base Salary”) shall be paid in accordance with the Company’s regular payroll practices in effect from time to time, but not less frequently than in monthly installments.  The Executive’s Base Salary for the first twelve (12) months of the Period of Employment shall be at an annualized rate of Eight Hundred Thousand Dollars ($800,000.00).  The Company will review the Executive’s Base Salary at least annually and may increase the Executive’s Base Salary from the rate then in effect based on such review.

3.2 Annual Performance Bonus.  For each fiscal year of the Company that ends during the Period of Employment, the Executive shall be eligible to receive an annual incentive bonus (“Incentive Bonus”) in an amount to be determined by the Company’s Compensation Committee in its sole discretion, based on the performance objectives established for that particular period and subject to the terms and conditions of any applicable bonus plan.  Incentive Bonus awards at target performance are determined annually based on Company performance targets and market data for similarly situated executives at peer companies.  For 2011 and 2012, Incentive Bonus award at target performance shall be no less than One Hundred & Twenty Five Percent (125%) of the Executive’s Base Salary.

3.3 Long Term Incentives.  The Executive shall also be eligible to receive long-term incentive awards annually in an amount to be determined by the Company’s Compensation Committee in its sole discretion (“LTI Awards”).  LTI Awards at target performance are determined annually based on Company performance goals and market data for similarly situated executives at peer companies.  For 2012, the LTI Awards at target performance shall have a grant-date value of no less than Two Million Seven Hundred Thousand Dollars ($2,700,000.00).

4. Benefits.

4.1 Retirement, Welfare and Fringe Benefits.  During the Period of Employment, the Executive shall be entitled to participate in all employee pension and welfare benefit plans and programs, and fringe benefit plans and programs, made available by the Company to the Company’s employees generally, in accordance with the eligibility and participation provisions of such plans and as such plans or programs may be in effect from time to time.

4.2 Reimbursement of Business Expenses.  The Executive is authorized to incur reasonable expenses in carrying out the Executive’s duties for the Company under this Agreement and shall be entitled to reimbursement for all reasonable business expenses the Executive incurs during the Period of Employment in connection with carrying out the Executive’s duties for the Company, subject to the Company’s expense reimbursement policies and any pre-approval policies in effect from time to time.  The Executive agrees to promptly submit and document any reimbursable expenses in accordance with the Company’s expense reimbursement policies to facilitate the timely reimbursement of such expenses.

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4.3 Paid Time Off.  During the Period of Employment, the Executive will be covered by the Company’s Executive Paid Time Off Policy as in effect from time to time.

5. Termination.

5.1 Termination by the Company.  The Executive’s employment with the Company, and the Period of Employment, may be terminated at any time by the Company: (i) with Cause (as such term is defined in Section 5.5), or (ii) without Cause, or (iii) in the event of the Executive’s death, or (iv) in the event that the Board determines in good faith that the Executive has a Disability (as such term is defined in Section 5.5).

5.2 Termination by the Executive. The Executive’s employment with the Company, and the Period of Employment, may be terminated by the Executive with no less than thirty (30) days advance written notice to the Company (such notice to be delivered in accordance with Section 18); provided, however, that in the case of a termination for Good Reason, the Executive may provide immediate written notice of termination once the applicable cure period (as contemplated by the definition of Good Reason) has lapsed if the Company has not reasonably cured the circumstances that gave rise to the basis for the Good Reason termination.

5.3 Benefits upon Termination.  If the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:

(a)           The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as such term is defined in Section 5.5);

(b)           If, during the Period of Employment and prior to the date on which a Change in Control (as defined in Section 5.5) occurs, the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as such term is defined in Section 5.5), the Executive shall be entitled to the following benefits:

(i)           The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to two (2) (the “Applicable Multiple”) times the sum of (x) the Executive’s Base Salary at the annualized rate in effect on the Severance Date plus (y) the target annual Incentive Bonus amount for the Executive as established by the Company and as in effect on the Severance Date (the “Severance Benefit”).  In the seventh (7th) month following the month in which the Executive’s Separation from Service (as such term is defined in Section 5.5) occurs, the Company shall pay the Executive a fraction of the aggregate Severance Benefit, where the numerator of such fraction is seven (7) and the denominator of such fraction is the Number of Severance Months.  For purposes of this Agreement, the “Number of Severance Months” equals twelve (12) multiplied by the Applicable Multiple.  For each month thereafter, commencing with the eighth (8th) month following the month in which the Executive’s Separation from Service occurs and continuing through and ending with the month which is the Number of Severance Months following the month in which the Executive’s Separation from Service occurs, the Company shall pay the Executive a fraction of the aggregate Severance Benefit, where the numerator of such fraction is one (1) and the denominator of such fraction is the Number of Severance Months.  Any fractional payment shall be rounded down to the nearest whole cent.

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(ii)           The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 21(b), commence with continuation coverage for the month following the month in which the Executive’s Severance Date occurs and shall cease with continuation coverage for the twenty-fourth month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive).  To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place;

(iii)           The Company shall promptly pay to the Executive any Incentive Bonus that would otherwise be paid to the Executive had his employment by the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid;

(iv)           At the time the Company pays bonuses with respect to the fiscal year in which the Severance Date occurs (and in all events not later than two and one-half months after the end of such fiscal year), the Company shall pay the Executive the Incentive Bonus that would otherwise have been paid to the Executive with respect to that fiscal year had his employment with the Company not terminated, multiplied by a fraction, the numerator of which is the total number of days in such fiscal year the Executive was employed with the Company and the denominator of which is the total number of days in such fiscal year.

(c)           If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of the Executive’s death or Disability, the Company shall pay the Executive the amounts contemplated by Section 5.3(b)(iii) and (iv).

(d)           Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement, or any obligation under the Confidentiality Agreement, at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company, the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Benefit or any remaining unpaid amount contemplated by Section 5.3(b)(iii), 5.3(b)(iv), or 5.3(c), or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii); provided that, if the Executive provides the Release contemplated by Section 5.4, in no event shall the Executive be entitled to benefits pursuant to Section 5.3(b) or 5.3(c), as applicable, of less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s Release contemplated by Section 5.4.

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(e)           The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, and hospitalization; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan (if any).

(f)           If a Change in Control occurs, Section 5.3 shall no longer apply as of the date of the Change in Control (other than to the extent Executive’s employment had already terminated prior to such date), and the Executive’s right to receive any severance benefits in connection with a termination of employment upon or after the date of such Change in Control shall be governed by the Change in Control Agreement (as defined in Section 5.5); provided, however, that if the Executive is entitled to any severance benefits under the Change in Control Agreement in connection with a Termination (as such term is defined in the Change in Control Agreement) that occurs within six (6) months prior to a Change in Control as provided in Section 5 of the Change in Control Agreement (a “Pre-CIC Termination”), then (i) any severance benefits otherwise payable to Executive pursuant to Section 6(a)(ii) and (iii) of the Change in Control Agreement shall be reduced on a dollar-for-dollar basis by the amount of any severance benefits Executive becomes entitled to in connection with such termination under Section 5.3(b)(i), (ii) any benefits due to the Executive pursuant to Section 6(b) of the Change in Control Agreement shall be reduced for the number of months (if any) the Executive was provided benefits under Section 5(b)(ii) and Section 5(b)(ii) shall cease to apply with the month in which the Change in Control occurs, and (iii) if the Executive is entitled in connection with such termination to the benefit provided for in Section 5(b)(iv), such provision shall apply and the Executive shall not be entitled to the benefit provided for in Section 6(a)(i) of the Change in Control Agreement.  By executing this Agreement, the Executive and the Company agree that the Change in Control Agreement is amended (i) as provided to effect the foregoing provisions of this Section 5(f), and (ii) if the Executive becomes entitled to cash severance as provided in Section 6(a) of the Change in Control Agreement (including cash severance pursuant to the Change in Control Agreement in connection with a Pre-CIC Termination), such cash severance shall be paid in installments in accordance with the schedule set forth in Section 5.3(b)(i) above (but determined applying the Applicable Multiple provided for in the Change in Control Agreement).  In addition, the parties hereby agree that if the Executive becomes entitled to payment by the Company of his COBRA premiums as provided in Section 6(b) of the Change in Control Agreement in connection with a Pre-CIC Termination and was not entitled to the benefit provided in Section 5(b)(iv) of this Agreement in connection with such a Pre-CIC Termination, such benefit under Section 6(b) of the Change in Control Agreement shall commence with the month following the month in which the Change in Control occurs.

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5.4 Release; Exclusive Remedy.

(a)           This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary.  As a condition precedent to any Company obligation to the Executive pursuant to Section 5.3(b) or 5.3(c) or any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his last day of employment with the Company (and in all events within twenty-one (21) days after his last day of employment with the Company), provide the Company with a valid, executed Release, and such Release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law.  For these purposes, “Release” means a written release agreement in substantially the form attached as Exhibit A to this Agreement, provided that the Company may make technical changes to such form and may revise such form to reflect changes in law, rules and regulations or otherwise to help ensure that the Release is maximally enforceable under applicable law.

(b)           The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment.  The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and each of its subsidiaries, and as a fiduciary of any benefit plan of the Company or any of its subsidiaries, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

5.5 Certain Defined Terms.

(a)           As used herein, “Accrued Obligations” means:

(i)           any Base Salary that had accrued but had not been paid on or before the Severance Date; and

(ii)           any reimbursement due to the Executive pursuant to Section 4.2 for expenses reasonably incurred by the Executive on or before the Severance Date and documented and pre-approved, to the extent applicable, in accordance with the Company’s expense reimbursement policies in effect at the applicable time.

(b)           As used herein, “Cause” shall mean, as reasonably determined by the Board (excluding the Executive, if he is then a member of the Board) based on the information then known to it, that one or more of the following has occurred:

(i)           the Executive has committed a felony or any crime of moral turpitude (under the laws of the United States or any relevant state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction);

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(ii)           the Executive has engaged in acts of fraud, dishonesty or other acts of misconduct in the course of his duties hereunder;

(iii)           the Executive has willfully failed to perform or uphold his duties under this Agreement, has been negligent in performing such duties, and/or has willfully failed to comply with reasonable directives of the Board or any superior officer of the Company; or

(iv)           the Executive has breached any Company policy applicable to the Executive, the Confidentiality Agreement, any provision of Section 6, and/or any other contract to which the Executive is a party to with the Company or any of its subsidiaries.

(c)           As used herein, “Change of Control” shall have the meaning given to such term in the Change in Control Agreement.

(d)           As used herein, “Change in Control Agreement” shall mean the Change in Control Agreement by and between the Executive and the Company dated January 1, 2011.

(e)           As used herein, “Disability” shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of his employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company, for more than 90 days in any 180-day period, unless a longer period is required by federal or state law, in which case that longer period would apply.

(f)           As used herein, “Good Reason” shall mean the occurrence (without the Executive’s consent) of any one or more of the following conditions:

(i)            a material diminution in the Executive’s rate of Base Salary;

(ii)           a material diminution in the Executive’s authority, duties, or responsibilities;

(iii)           a material change in the geographic location of the Executive’s principal office with the Company (for this purpose, in no event shall a relocation of such office to a new location that is not more than fifty (50) miles from the current location of the Company’s executive offices constitute a “material change”); or

(iv)           a material breach by the Company of this Agreement;

provided, however, that any such condition or conditions, as applicable, shall not constitute Good Reason unless both (x) the Executive provides written notice to the Company of the condition claimed to constitute Good Reason within sixty (60) days of the initial existence of such condition(s) (such notice to be delivered in accordance with Section 18), and (y) the Company fails to remedy such condition(s) within thirty (30) days of receiving such written notice thereof; and provided, further, that in all events the termination of the Executive’s employment with the Company shall not constitute a termination for Good Reason unless such termination occurs not more than one hundred and twenty (120) days following the initial existence of the condition claimed to constitute Good Reason.

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(g)           As used herein, “Involuntary Termination” shall mean (i) a termination of the Executive’s employment by the Company without Cause (and other than due to Executive’s death or in connection with a good faith determination by the Board that the Executive has a Disability), or (ii) a resignation by the Executive for Good Reason.

(h)           As used herein, the term “Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(i)           As used herein, a “Separation from Service” occurs when the Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

5.6. Notice of Termination.  Any termination of the Executive’s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party.  This notice of termination must be delivered in accordance with Section 18 and must indicate the specific provision(s) of this Agreement relied upon in effecting the termination.

5.7 Limitation on Benefits; Company Clawback Policy.  Notwithstanding anything else in this Agreement to the contrary, benefits and payments under this Section 5 are subject to Section 7 of the Change in Control Agreement.Any Incentive Bonus paid, as well as any other compensation provided, to Executive will be subject, to the extent applicable in accordance with its terms, to the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law.

6. Protective Covenants.  For purposes of clarity, the provisions of this Section 6 are in addition to, not in lieu of, any obligations set forth in the Confidentiality Agreement.

6.1 Cooperation.Following the Executive’s last day of employment by the Company, the Executive shall reasonably cooperate with the Company and its subsidiaries in connection with: (a) any internal or governmental investigation or administrative, regulatory, arbitral or judicial proceeding involving the Company and any subsidiaries with respect to matters relating to the Executive’s employment with or service as a member of the Board or the board of directors of any subsidiary (collectively, “Litigation”); or (b) any audit of the financial statements of the Company or any subsidiary with respect to the period of time when the Executive was employed by the Company or any subsidiary (“Audit”).  The Executive acknowledges that such cooperation may include, but shall not be limited to, the Executive making himself available to the Company or any subsidiary (or their respective attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or affidavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the Company or any subsidiary to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the Company or any subsidiary pertinent information related to any Litigation or Audit; (iv) providing information and legal representations to the auditors of the Company or any subsidiary, in a form and within a time frame requested by the Board, with respect to the Company’s or any subsidiary’s opening balance sheet valuation of intangibles and financial statements for the period in which the Executive was employed by the Company or any subsidiary; and (v) turning over to the Company or any subsidiary any documents relevant to any Litigation or Audit that are or may come into the Executive’s possession.  The Company shall reimburse the Executive for reasonable travel expenses incurred in connection with providing the services under this Section 6.1, including lodging and meals, upon the Executive’s submission of receipts.

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6.2 Further Condition of Any Severance.The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its subsidiaries during the twenty- four24) month period following the Severance Date, it would be very difficult for the Executive not to rely on or use the Company’s and its subsidiaries’ trade secrets and confidential information.  Accordingly, the Company shall have no obligation to pay any Severance Benefit (or any further Severance Benefit, as the case may be, and in each case that may otherwise be or become due) in the event that, during the Period of Employment or at any time in the twenty-four (24) months after the Severance Date, the Executive, directly or indirectly through any other Person engages in, enters the employ of, renders any services to, has any ownership interest in, or participates in the financing, operation, management or control of, any Competing Business.  The Executive agrees that he will not hold any such position or engage in any such activity during the Period of Employment.  Compliance with this Section 6.2 is a condition precedent to any Severance Benefit that might otherwise be or become due.  For avoidance of doubt, the Company shall not be entitled to monetary damages or injunctive relief in the event of any breach by the Executive of this Section 6.2 following the Severance Date.  For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise.  For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States and elsewhere in the world where the Company and its subsidiaries engage in business, or reasonably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Period of Employment has competed, or any and time during the twenty-four (24) month period following the Severance Date competes, with the Company or any of its subsidiaries in any business engaged in by the Company or any of its subsidiaries (or which any of them had plans to in the future engage in, which plans were known by or reasonably should have been known by the Executive) as of the Severance Date.  Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation.

7. Withholding Taxes.  Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.

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8. Successors and Assigns.

(a)           This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b)           This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.  Without limiting the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise.

9. Number and Gender; Examples.  Where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders.  Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates.

10. Section Headings.  The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.

11. Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the state of California, without giving effect to any choice of law or conflicting provision or rule (whether of the state of California or any other jurisdiction) that would cause the laws of any jurisdiction other than the state of California to be applied.  In furtherance of the foregoing, the internal law of the state of California will control the interpretation and construction of this Agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

12. Severability.  It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought.  Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law, and if the rights and obligations of any party under this Agreement will not be materially and adversely affected thereby, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.  Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

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13. Entire Agreement.  This Agreement, together with the attached exhibit, the Confidentiality Agreement and the Change in Control Agreement, (together, the “Integrated Document”), embodies the entire agreement of the parties hereto respecting the matters within its scope.  The Integrated Document supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bears upon the subject matter hereof.  Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to have been merged into the Integrated Document, and to the extent inconsistent with the Integrated Document, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or effect.  There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth in the Integrated Document.

14. Modifications.  This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.

15. Waiver.  Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.  No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

16. Arbitration.  Except as provided in Section 6.2 and 17, Executive and the Company agree that any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of Executive’s employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in Orange County, California, before a sole arbitrator (the “Arbitrator”) selected from the American Arbitration Association, as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief may, but need not, be sought by either party to this Agreement in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator.  Final resolution of any dispute through arbitration may include any remedy or relief which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes.  At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based.  Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction.  The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement or Executive’s employment.

17. Remedies.  Each of the parties to this Agreement and any such person or entity granted rights hereunder whether or not such person or entity is a signatory hereto shall be entitled to enforce its rights under this Agreement specifically to recover damages and costs for any breach of any provision of this Agreement and to exercise all other rights existing in its favor.  The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance, injunctive relief and/or other appropriate equitable relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Agreement.  Each party shall be responsible for paying its own attorneys’ fees, costs and other expenses pertaining to any such legal proceeding and enforcement regardless of whether an award or finding or any judgment or verdict thereon is entered against either party.

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18. Notices.  Any notice provided for in this Agreement must be in writing and must be either personally delivered, transmitted via telecopier, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.  Notices will be deemed to have been given hereunder and received when delivered personally, when received if transmitted via telecopier, five days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service.

if to the Company:

CoreLogic, Inc.

4 First American Way

Santa Ana, California 92707

Attention: General Counsel

if to the Executive, to the address most recently on file in the payroll records of the Company.

19. Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument.  This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.  Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

20. Legal Counsel; Mutual Drafting.  Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice.  Each party has cooperated in the drafting, negotiation and preparation of this Agreement.  Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language.  The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.

21. Section 409A.

(a)           It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A.  The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive.

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(b)           If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’s Separation from Service, the Executive shall not be entitled to any payment or benefit pursuant to Section 5.3(b) or (c) until the earlier of (i) the date which is six (6) months after his or her Separation from Service for any reason other than death, or (ii) the date of the Executive’s death.  The provisions of this Section 21(b) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A.  Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’s Separation from Service that are not so paid by reason of this Section 21(b) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’s death).

(c)           To the extent that any benefits pursuant to Section 5.3(b)(ii) or reimbursements pursuant to Section 4.2 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred.  The benefits and reimbursements pursuant to such provisions are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other taxable year.

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IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the Effective Date.

“COMPANY”
CoreLogic, Inc.,
a Delaware corporation
By:	/s/ Parker S. Kennedy
Name:
Title:
“EXECUTIVE”
/s/ Anand Nallathambi
Anand Nallathambi

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EXHIBIT A

Form of Release

1.           Release by the Executive.  [____________] (the “Executive”), on his own behalf and on behalf of his descendants, dependents, heirs, executors, administrators, assigns and successors, and each of them, hereby acknowledges full and complete satisfaction of and releases and discharges and covenants not to sue CoreLogic, Inc. (the “Company”), its divisions, subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as its and their assignees, successors, directors, officers, stockholders, partners, representatives, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with the Executive’s employment or any other relationship with or interest in the Company or the termination thereof, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this General Release Agreement (this “Agreement”) set forth below, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, or any other federal, state or local law, regulation or ordinance (collectively, the “Claims”); provided, however, that the foregoing release does not apply to any obligation of the Company to the Executive pursuant to any of the following: (1) Section 5.3 of the Employment Agreement dated as of [__________, 20__] by and between the Company and the Executive (the “Employment Agreement”); (2) any equity-based awards previously granted by the Company to the Executive, to the extent that such awards continue after the termination of the Executive’s employment with the Company in accordance with the applicable terms of such awards; (3) any right to indemnification that the Executive may have pursuant to the Company’s bylaws, its corporate charter or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that the Executive may in the future incur with respect to his service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (4) with respect to any rights that the Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; (5) any rights to continued medical and dental coverage that the Executive may have under COBRA; or (6) any rights to payment of benefits that the Executive may have under a retirement plan sponsored or maintained by the Company that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended.  In addition, this release does not cover any Claim that cannot be so released as a matter of applicable law.  The Executive acknowledges and agrees that he has received any and all leave and other benefits that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993.

2.           Acknowledgement of Payment of Wages.  Except for accrued vacation (which the parties agree totals approximately ___ days of pay) and salary for the current pay period, the Executive acknowledges that he has received all amounts owed for his regular and usual salary (including, but not limited to, any bonus, severance, or other wages), and usual benefits through the date of this Agreement.

3.           Waiver of Civil Code Section 1542.  This Agreement is intended to be effective as a general release of and bar to each and every Claim hereinabove specified.  Accordingly, the Executive hereby expressly waives any rights and benefits conferred by Section 1542 of the California Civil Code and any similar provision of any other applicable state law as to the Claims.  Section 1542 of the California Civil Code provides:

“A GENERAL RELEASE DOES NOT EXTEND TO A CLAIM WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

The Executive acknowledges that he later may discover claims, demands, causes of action or facts in addition to or different from those which the Executive now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected its terms.  Nevertheless, the Executive hereby waives, as to the Claims, any claims, demands, and causes of action that might arise as a result of such different or additional claims, demands, causes of action or facts.

4.            ADEA Waiver.  The Executive expressly acknowledges and agrees that by entering into this Agreement, he is waiving any and all rights or claims that he may have arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), which have arisen on or before the date of execution of this Agreement.  The Executive further expressly acknowledges and agrees that:

(a)           He is hereby advised in writing by this Agreement to consult with an attorney before signing this Agreement;

(b)           He was given a copy of this Agreement on [____________] and informed that he had twenty-one (21) days within which to consider this Agreement and that if he wished to executive this Agreement prior to expiration of such 21-day period, he should execute the Acknowledgement and Waiver attached hereto as Exhibit A-1;

(c)           Nothing in this Agreement prevents or precludes the Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law; and

(d)           He was informed that he has seven (7) days following the date of execution of this Agreement in which to revoke this Agreement, and this Agreement will become null and void if the Executive elects revocation during that time.  Any revocation must be in writing, addressed to the Company’s Chief Executive Officer and delivered in accordance with the notice provisions of the Employment Agreement, and must be received by the Company during the seven-day revocation period.  In the event that the Executive exercises his right of revocation, neither the Company nor the Executive will have any obligations under this Agreement.

5.           Restricted Stock Unit.  As part of Executive’s employment, Executive was awarded restricted stock units pursuant to the terms of a Restricted Stock Unit Award Agreement and The CoreLogic, Inc. 2006 Incentive Compensation Plan or the plan in effect from time to time (collectively, the "Plan Documents"), the terms of which are incorporated herein by reference.  This Agreement shall constitute a separation agreement for purposes of determining the Period of Restriction, as defined in the Plan Documents.  If Executive signs and returns this Agreement, the Period of Restriction applicable to Executive’s outstanding, unvested restricted stock units will lapse as provided in, and subject to the provisions of, the Plan Documents.  Executive agrees that Executive will not engage in Detrimental Activity, as defined in the Restricted Stock Unit Award Agreement.

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6.             No Transferred Claims.  The Executive represents and warrants to the Company that he has not heretofore assigned or transferred to any person not a party to this Agreement any released matter or any part or portion thereof.

7.             Miscellaneous.  The following provisions shall apply for purposes of this Agreement:

(a)           Number and Gender.Where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders.

(b)           Section Headings.The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.

(c)           Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the State of _______, without giving effect to any choice of law or conflicting provision or rule (whether of the State of ________ or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of ______ to be applied.  In furtherance of the foregoing, the internal law of the State of _______ will control the interpretation and construction of this agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

(d)           Severability.It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought.  Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law, and if the rights and obligations of any party under this Agreement will not be materially and adversely affected thereby, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.  Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

(e)           Modifications.This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.

(f)           Waiver.  Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.  No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

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(g)           Arbitration.The Executive and the Company agree that any controversy or claim arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy or claim arising out of Executive’s employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in accordance with the arbitration and dispute resolution provisions set forth in the Employment Agreement.

(h)           Counterparts.This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument.  This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.  Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

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The undersigned have read and understand the consequences of this Agreement and voluntarily sign it.  The undersigned declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

EXECUTED this ________ day of ________ 20___, at ______________________ County, __________.

“EXECUTIVE”

[___________]

EXECUTED this ________ day of ________ 20___, at ______________________ County, __________.

“COMPANY”
CORELOGIC, INC.
By:
	[Name]
	[Title]

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EXHIBIT A-1

ACKNOWLEDGMENT AND WAIVER

I, _______________, hereby acknowledge that I was given 21 days to consider the foregoing General Release Agreement and voluntarily chose to sign the General Release Agreement prior to the expiration of the 21-day period.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

EXECUTED this ___ day of ____________ 20___, at ___________ County, _________.

[_____________]

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EX-10.1

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into this _____ day of [_________, 20__], by and between CoreLogic, Inc., a Delaware corporation (the“Company”), and _____________(the “Executive”).

RECITALS

THE PARTIES ENTER THIS AGREEMENT on the basis of the following facts, understandings and intentions:

A.  The Company desires that the Executive be employed by the Company to carry out the duties and responsibilities described below, all on the terms and conditions hereinafter set forth, effective as _______ of (the “Effective Date”).

B.  The Executive desires to accept such employment on such terms and conditions.

C.  The Executive’s Employment Agreement dated _______ shall be terminated and shall be null and void in all respects as of the Effective Date.  This Agreement shall govern the employment relationship between the Executive and the Company from and after the Effective Date and supersedes and negates all previous agreements with respect to such relationship.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals incorporated herein and the mutual covenants and promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby expressly acknowledged, the parties agree as follows:

1.             Retention and Duties.

1.1 Retention.  The Company does hereby hire, engage and employ the Executive for the Period of Employment (as such term is defined in Section 2) on the terms and conditions expressly set forth in this Agreement.  The Executive does hereby accept and agree to such hiring, engagement and employment, on the terms and conditions expressly set forth in this Agreement.

1.2 Duties.  During the Period of Employment, the Executive shall serve the Company as its _______ for [_______] and shall have such other duties and responsibilities as the Chief Executive Officer of the Company (the “CEO”) shall determine from time to time.  The Executive shall be subject to the corporate policies of the Company as they are in effect from time to time throughout the Period of Employment (including, without limitation, the Company’s Code of Conduct, as it may change from time to time).  During the Period of Employment, the Executive shall report solely to the CEO.

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1.3 No Other Employment; Minimum Time Commitment.  During the Period of Employment, the Executive shall (i) devote substantially all of the Executive’s business time, energy and skill to the performance of the Executive’s duties for the Company, (ii) perform such duties in a faithful, effective and efficient manner to the best of his abilities, and (iii) hold no other employment.  The Executive’s service on the boards of directors (or similar body) of other business entities is subject to the approval of the CEO or the Company’s Board of Directors (the “Board”).  The Company shall have the right to require the Executive to resign from any board or similar body (including, without limitation, any association, corporate, civic or charitable board or similar body) which he may then serve if the Board reasonably determines that the Executive’s service on such board or body interferes with the effective discharge of the Executive’s duties and responsibilities to the Company or that any business related to such service is then in competition with any business of the Company or any of its affiliates, successors or assigns.

1.4 No Breach of Contract.  The Executive hereby represents to the Company and agrees that: (i) the execution and delivery of this Agreement by the Executive and the Company and the performance by the Executive of the Executive’s duties hereunder do not and shall not constitute a breach of, conflict with, or otherwise contravene or cause a default under, the terms of any other agreement or policy to which the Executive is a party or otherwise bound or any judgment, order or decree to which the Executive is subject; (ii) the Executive will not enter into any new agreement that would or reasonably could contravene or cause a default by the Executive under this Agreement; (iii) the Executive has no information (including, without limitation, confidential information and trade secrets) relating to any other Person (as such term is defined in Section 5.5) which would prevent, or be violated by, the Executive entering into this Agreement or carrying out his duties hereunder; (iv) the Executive is not bound by any employment, consulting, non-compete, confidentiality, trade secret or similar agreement (other than this Agreement and the Confidentiality Agreement) with any other Person; (v) to the extent the Executive has any confidential or similar information that he is not free to disclose to the Company, he will not disclose such information to the extent such disclosure would violate applicable law or any other agreement or policy to which the Executive is a party or by which the Executive is otherwise bound; and (vi)the Executive understands the Company will rely upon the accuracy and truth of the representations and warranties of the Executive set forth herein and the Executive consents to such reliance.

1.5 Location.  The Executive’s principal place of employment shall be the Company’s principal executive office as it may be located from time to time.  The Executive agrees that he will be regularly present at that office.  The Executive acknowledges that he will be required to travel from time to time in the course of performing his duties for the Company.

1.6 Confidentiality Agreement.  In connection with entering into this Agreement, the Executive has executed and delivered to the Company a Confidential Information and Inventions Agreement (as it may be amended from time to time and together with any similar successor agreement, the “Confidentiality Agreement”).  The Executive agrees to abide by the Confidentiality Agreement.

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2. Period of Employment.  The “Period of Employment” shall commence on the Effective Date and shall end at the close of business on _______ (the “Termination Date”); provided, however, that this Agreement shall be automatically renewed, and the Period of Employment shall be automatically extended for one (1) additional year on the Termination Date and each anniversary of the Termination Date thereafter, unless either party gives written notice at least sixty (60) days prior to the expiration of the Period of Employment (including any renewal thereof) of such party’s desire to terminate the Period of Employment (such notice to be delivered in accordance with Section 18).  The term “Period of Employment” shall include any extension thereof pursuant to the preceding sentence. Provision of notice that the Period of Employment shall not be extended or further extended, as the case may be, shall not constitute a breach of this Agreement and shall not give rise to an obligation to pay severance benefits pursuant to Section 5.3(b).Notwithstanding the foregoing, the Period of Employment is subject to earlier termination as provided below in this Agreement.

3.             Compensation.

3.1 Base Salary.  The Executive’s base salary (the “Base Salary”) shall be paid in accordance with the Company’s regular payroll practices in effect from time to time, but not less frequently than in monthly installments.  The Executive’s initial Base Salary shall be at an annualized rate of ________________ (_______).  The Company will review the Executive’s Base Salary at least annually and may increase the Executive’s Base Salary from the rate then in effect based on such review.

3.2 Annual Performance Bonus.  For each fiscal year of the Company that ends during the Period of Employment, the Executive shall be eligible to receive an annual incentive bonus (“Incentive Bonus”) in an amount to be determined by the Company’s Compensation Committee in its sole discretion, based on the performance objectives established for that particular period and subject to the terms and conditions of any applicable bonus plan. Incentive Bonus awards at target performance are determined annually based on Company performance targets and market data for similarly situated executives at peer companies. For ______, Incentive Bonus award at target performance shall be no less than ___________ Percent (____%) of the Executive’s Base Salary.

3.3 Long Term Incentives.  The Executive shall also be eligible to receive long-term incentive awards annually in an amount to be determined by the Company’s Compensation Committee in its sole discretion (“LTI Awards”).  LTI Awards at target performance are determined annually based on Company performance goals and market data for similarly situated executives at peer companies. For ______, the LTI Awards at target performance shall have a grant-date value of no less than ____________ Dollars ($______).

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4.             Benefits.

4.1 Retirement, Welfare and Fringe Benefits.  During the Period of Employment, the Executive shall be entitled to participate in all employee pension and welfare benefit plans and programs, and fringe benefit plans and programs, made available by the Company to the Company’s employees generally, in accordance with the eligibility and participation provisions of such plans and as such plans or programs may be in effect from time to time.

4.2 Reimbursement of Business Expenses.  The Executive is authorized to incur reasonable expenses in carrying out the Executive’s duties for the Company under this Agreement and shall be entitled to reimbursement for all reasonable business expenses the Executive incurs during the Period of Employment in connection with carrying out the Executive’s duties for the Company, subject to the Company’s expense reimbursement policies and any pre-approval policies in effect from time to time.  The Executive agrees to promptly submit and document any reimbursable expenses in accordance with the Company’s expense reimbursement policies to facilitate the timely reimbursement of such expenses.

4.3 Paid Time Off.  During the Period of Employment, the Executive will be covered by the Company’s Executive Paid Time Off Policy as in effect from time to time.

5.             Termination.

5.1 Termination by the Company.  The Executive’s employment with the Company, and the Period of Employment, may be terminated at any time by the Company: (i) with Cause (as such term is defined in Section 5.5), or (ii) without Cause, or (iii) in the event of the Executive’s death, or (iv) in the event that the Board determines in good faith that the Executive has a Disability (as such term is defined in Section 5.5).

5.2 Termination by the Executive. The Executive’s employment with the Company, and the Period of Employment, may be terminated by the Executive with no less than thirty (30) days advance written notice to the Company (such notice to be delivered in accordance with Section 18).

5.3 Benefits upon Termination.  If the Executive’s employment by the Company is terminated during the Period of Employment for any reason by the Company or by the Executive, or upon or following the expiration of the Period of Employment (in any case, the date that the Executive’s employment by the Company terminates is referred to as the “Severance Date”), the Company shall have no further obligation to make or provide to the Executive, and the Executive shall have no further right to receive or obtain from the Company, any payments or benefits except as follows:

(a)           The Company shall pay the Executive (or, in the event of his death, the Executive’s estate) any Accrued Obligations (as such term is defined in Section 5.5);

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(b)           If, during the Period of Employment and prior to the date on which a Change in Control (as defined in Section 5.5) occurs, the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as such term is defined in Section 5.5), the Executive shall be entitled to the following benefits:

(i)           The Company shall pay the Executive (in addition to the Accrued Obligations), subject to tax withholding and other authorized deductions, an amount equal to two (the “Applicable Multiple”) times the sum of (x) the Executive’s Base Salary at the annualized rate in effect on the Severance Date plus (y) the target annual Incentive Bonus amount for the Executive as established by the Company and as in effect on the Severance Date (the “Severance Benefit.”)  In the seventh (7th) month following the month in which the Executive’s Separation from Service (as such term is defined in Section 5.5) occurs, the Company shall pay the Executive a fraction of the aggregate Severance Benefit, where the numerator of such fraction is seven (7) and the denominator of such fraction is the Number of Severance Months.  For purposes of this Agreement, the “Number of Severance Months” equals twelve (12) multiplied by the Applicable Multiple.  For each month thereafter, commencing with the eighth (8th) month following the month in which the Executive’s Separation from Service occurs and continuing through and ending with the month which is the Number of Severance Months following the month in which the Executive’s Separation from Service occurs, the Company shall pay the Executive a fraction of the aggregate Severance Benefit, where the numerator of such fraction is one (1) and the denominator of such fraction is the Number of Severance Months.  Any fractional payment shall be rounded down to the nearest whole cent.

(ii)           The Company will pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage for the Executive (and, if applicable, the Executive’s eligible dependents) as in effect immediately prior to the Severance Date, to the extent that the Executive elects such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this clause (ii) shall, subject to Section 21(b), commence with continuation coverage for the month following the month in which the Executive’s Severance Date occurs and shall cease with continuation coverage for the twenty-fourth month following the month in which the Executive’s Separation from Service occurs (or, if earlier, shall cease upon the first to occur of the Executive’s death, the date the Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to the Executive).  To the extent the Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place;

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(iii)           The Company shall promptly pay to the Executive any Incentive Bonus that would otherwise be paid to the Executive had his employment by the Company not terminated with respect to any fiscal year that ended before the Severance Date, to the extent not theretofore paid;

(iv)           At the time the Company pays bonuses with respect to the fiscal year in which the Severance Date occurs (and in all events not later than two and one-half months after the end of such fiscal year), the Company shall pay the Executive the Incentive Bonus that would otherwise have been paid to the Executive with respect to that fiscal year had his employment with the Company not terminated, multiplied by a fraction, the numerator of which is the total number of days in such fiscal year the Executive was employed with the Company and the denominator of which is the total number of days in such fiscal year.

(c)           If, during the Period of Employment, the Executive’s employment with the Company terminates as a result of the Executive’s death or Disability, the Company shall pay the Executive the amounts contemplated by Section 5.3(b)(iii) and (iv).

(d)           Notwithstanding the foregoing provisions of this Section 5.3, if the Executive breaches his obligations under Section 6 of this Agreement, or any obligation under the Confidentiality Agreement, at any time, from and after the date of such breach and not in any way in limitation of any right or remedy otherwise available to the Company, the Executive will no longer be entitled to, and the Company will no longer be obligated to pay, any remaining unpaid portion of the Severance Benefit or any remaining unpaid amount contemplated by Section 5.3(b)(iii), 5.3(b)(iv), or 5.3(c), or to any continued Company-paid or reimbursed coverage pursuant to Section 5.3(b)(ii); provided that, if the Executive provides the Release contemplated by Section 5.4, in no event shall the Executive be entitled to benefits pursuant to Section 5.3(b) or 5.3(c), as applicable, of less than $5,000 (or the amount of such benefits, if less than $5,000), which amount the parties agree is good and adequate consideration, in and of itself, for the Executive’s Release contemplated by Section 5.4.

(e)           The foregoing provisions of this Section 5.3 shall not affect: (i) the Executive’s receipt of benefits otherwise due terminated employees under group insurance coverage consistent with the terms of the applicable Company welfare benefit plan; (ii) the Executive’s rights under COBRA to continue participation in medical, dental, and hospitalization; or (iii) the Executive’s receipt of benefits otherwise due in accordance with the terms of the Company’s 401(k) plan (if any).

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(f)           If a Change in Control occurs, Section 5.3 shall no longer apply as of the date of the Change in Control (other than to the extent Executive’s employment had already terminated prior to such date), and the Executive’s right to receive any severance benefits in connection with a termination of employment upon or after the date of such Change in Control shall be governed by the Change in Control Agreement (as defined in Section 5.5); provided, however, that if the Executive is entitled to any severance benefits under the Change in Control Agreement in connection with a Termination (as such term is defined in the Change in Control Agreement) that occurs within six (6) months prior to a Change in Control as provided in Section 5 of the Change in Control Agreement (a “Pre-CIC Termination”), then (i) any severance benefits otherwise payable to Executive pursuant to Section 6(a)(ii) and (iii) of the Change in Control Agreement shall be reduced on a dollar-for-dollar basis by the amount of any severance benefits Executive becomes entitled to in connection with such termination under Section 5.3(b)(i), (ii) any benefits due to the Executive pursuant to Section 6(b) of the Change in Control Agreement shall be reduced for the number of months (if any) the Executive was provided benefits under Section 5(b)(ii) and Section 5(b)(ii) shall cease to apply with the month in which the Change in Control occurs, and (iii) if the Executive is entitled in connection with such termination to the benefit provided for in Section 5(b)(iv), such provision shall apply and the Executive shall not be entitled to the benefit provided for in Section 6(a)(i) of the Change in Control Agreement.  By executing this Agreement, the Executive and the Company agree that the Change in Control Agreement is amended (i) as provided to effect the foregoing provisions of this Section 5(f), and (ii) if the Executive becomes entitled to cash severance as provided in Section 6(a) of the Change in Control Agreement (including cash severance pursuant to the Change in Control Agreement in connection with a Pre-CIC Termination), such cash severance shall be paid in installments in accordance with the schedule set forth in Section 5.3(b)(i) above (but determined applying the Applicable Multiple provided for in the Change in Control Agreement).  In addition, the parties hereby agree that if the Executive becomes entitled to payment by the Company of his COBRA premiums as provided in Section 6(b) of the Change in Control Agreement in connection with a Pre-CIC Termination and was not entitled to the benefit provided in Section 5(b)(iv) of this Agreement in connection with such a Pre-CIC Termination, such benefit under Section 6(b) of the Change in Control Agreement shall commence with the month following the month in which the Change in Control occurs.

5.4 Release; Exclusive Remedy.

(a)           This Section 5.4 shall apply notwithstanding anything else contained in this Agreement or any stock option or other equity-based award agreement to the contrary.  As a condition precedent to any Company obligation to the Executive pursuant to Section 5.3(b) or 5.3(c) or any other obligation to accelerate vesting of any equity-based award in connection with the termination of the Executive’s employment, the Executive shall, upon or promptly following his last day of employment with the Company (and in all events within twenty-one (21) days after his last day of employment with the Company), provide the Company with a valid, executed Release, and such Release shall have not been revoked by the Executive pursuant to any revocation rights afforded by applicable law.  For these purposes, “Release” means a written release agreement in substantially the form attached as Exhibit A to this Agreement, provided that the Company may make technical changes to such form and may revise such form to reflect changes in law, rules and regulations or otherwise to help ensure that the Release is maximally enforceable under applicable law.

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(b)           The Executive agrees that the payments and benefits contemplated by Section 5.3 (and any applicable acceleration of vesting of an equity-based award in accordance with the terms of such award in connection with the termination of the Executive’s employment) shall constitute the exclusive and sole remedy for any termination of his employment and the Executive covenants not to assert or pursue any other remedies, at law or in equity, with respect to any termination of employment.  The Executive agrees to resign, on the Severance Date, as an officer and director of the Company and each of its subsidiaries, and as a fiduciary of any benefit plan of the Company or any of its subsidiaries, and to promptly execute and provide to the Company any further documentation, as requested by the Company, to confirm such resignation.

5.5 Certain Defined Terms.

(a)           As used herein, “Accrued Obligations” means:

(i)             any Base Salary that had accrued but had not been paid on or before the Severance Date; and

(ii)            any reimbursement due to the Executive pursuant to Section 4.2 for expenses reasonably incurred by the Executive on or before the Severance Date and documented and pre-approved, to the extent applicable, in accordance with the Company’s expense reimbursement policies in effect at the applicable time.

(b)           As used herein, “Cause” shall mean, as reasonably determined by the Board (excluding the Executive, if he is then a member of the Board) based on the information then known to it, that one or more of the following has occurred:

(i)             the Executive has committed a felony or any crime of moral turpitude (under the laws of the United States or any relevant state, or a similar crime or offense under the applicable laws of any relevant foreign jurisdiction);

(ii)            the Executive has engaged in acts of fraud, dishonesty or other acts of misconduct in the course of his duties hereunder;

(iii)           the Executive has willfully failed to perform or uphold his duties under this Agreement, has been negligent in performing such duties, and/or has willfully failed to comply with reasonable directives of the Board or any superior officer of the Company; or

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(iv)           the Executive has breached any Company policy applicable to the Executive, the Confidentiality Agreement, any provision of Section 6, and/or any other contract to which the Executive is a party to with the Company or any of its subsidiaries.

(c)           As used herein, “Change of Control” shall have the meaning given to such term in the Change in Control Agreement.

(d)           As used herein, “Change in Control Agreement” shall mean the Change in Control Agreement by and between the Executive and the Company dated January 1, 2011.

(e)           As used herein, “Disability” shall mean a physical or mental impairment which, as reasonably determined by the Board, renders the Executive unable to perform the essential functions of his employment with the Company, even with reasonable accommodation that does not impose an undue hardship on the Company, for more than 90 days in any 180-day period, unless a longer period is required by federal or state law, in which case that longer period would apply.

(g)          As used herein, “Involuntary Termination” shall mean a termination of the Executive’s employment by the Company without Cause (and other than due to Executive’s death or in connection with a good faith determination by the Board that the Executive has a Disability).

(h)           As used herein, the term “Person” shall be construed broadly and shall include, without limitation, an individual, a partnership, a limited liability company, a corporation, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.

(i)            As used herein, a “Separation from Service” occurs when the Executive dies, retires, or otherwise has a termination of employment with the Company that constitutes a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h)(1), without regard to the optional alternative definitions available thereunder.

5.6. Notice of Termination.  Any termination of the Executive’s employment under this Agreement shall be communicated by written notice of termination from the terminating party to the other party.  This notice of termination must be delivered in accordance with Section 18 and must indicate the specific provision(s) of this Agreement relied upon in effecting the termination.

5.7 Limitation on Benefits; Company Clawback Policy.  Notwithstanding anything else in this Agreement to the contrary, benefits and payments under this Section 5 are subject to Section 7 of the Change in Control Agreement.Any Incentive Bonus paid, as well as any other compensation provided, to Executive will be subject, to the extent applicable in accordance with its terms, to the Company’s recoupment, clawback or similar policy as it may be in effect from time to time, as well as any similar provisions of applicable law.

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6. Protective Covenants.  For purposes of clarity, the provisions of this Section 6 are in addition to, not in lieu of, any obligations set forth in the Confidentiality Agreement.

6.1 Cooperation.Following the Executive’s last day of employment by the Company, the Executive shall reasonably cooperate with the Company and its subsidiaries in connection with: (a) any internal or governmental investigation or administrative, regulatory, arbitral or judicial proceeding involving the Company and any subsidiaries with respect to matters relating to the Executive’s employment with or service as a member of the Board or the board of directors of any subsidiary (collectively, “Litigation”); or (b) any audit of the financial statements of the Company or any subsidiary with respect to the period of time when the Executive was employed by the Company or any subsidiary (“Audit”).  The Executive acknowledges that such cooperation may include, but shall not be limited to, the Executive making himself available to the Company or any subsidiary (or their respective attorneys or auditors) upon reasonable notice for: (i) interviews, factual investigations, and providing declarations or affidavits that provide truthful information in connection with any Litigation or Audit; (ii) appearing at the request of the Company or any subsidiary to give testimony without requiring service of a subpoena or other legal process; (iii) volunteering to the Company or any subsidiary pertinent information related to any Litigation or Audit; (iv) providing information and legal representations to the auditors of the Company or any subsidiary, in a form and within a time frame requested by the Board, with respect to the Company’s or any subsidiary’s opening balance sheet valuation of intangibles and financial statements for the period in which the Executive was employed by the Company or any subsidiary; and (v) turning over to the Company or any subsidiary any documents relevant to any Litigation or Audit that are or may come into the Executive’s possession.  The Company shall reimburse the Executive for reasonable travel expenses incurred in connection with providing the services under this Section 6.1, including lodging and meals, upon the Executive’s submission of receipts.

6.2 [Alternative 1]

Restriction on Competition. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its subsidiaries during the twenty-four (24) month period following the Severance Date, it would be very difficult for the Executive not to rely on or use the Company’s and its subsidiaries’ trade secrets and confidential information.  Thus, to avoid the inevitable disclosure of the Company’s and its subsidiaries’ trade secrets and confidential information, and to protect such trade secrets and confidential information and the Company’s and its subsidiaries’ relationships and goodwill with customers, during the Period of Employment and for a period of twenty-four (24) months after the Severance Date, the Executive will not directly or indirectly through any other Person engage in, enter the employ of, render any services to, have any ownership interest in, nor participate in the financing, operation, management or control of, any Competing Business.  For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise.  For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States and elsewhere in the world where the Company and its subsidiaries engage in business, or reasonably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Period of Employment has competed, or any and time during the twenty-four (24) month period following the Severance Date competes, with the Company or any of its subsidiaries in any business engaged in by the Company or any of its subsidiaries (or which any of them had plans to in the future engage in, which plans were known by or reasonably should have been known by the Executive) as of the Severance Date.  Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation. The Executive acknowledges that, in the course of his employment with the Company and/or its subsidiaries and their predecessors, he has become familiar, or will become familiar, with the Company’s and its subsidiaries’ and their predecessors’ trade secrets and with other confidential and proprietary information concerning the Company, its subsidiaries and their respective predecessors and that his services have been and will be of special, unique and extraordinary value to the Company and its subsidiaries.  The Executive agrees that the foregoing covenants set forth in this Section 6.2 (the “Restrictive Covenants”) are reasonable and necessary to protect the Company’s and its subsidiaries’ trade secrets and other confidential and proprietary information, good will, stable workforce, and customer relations.

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Without limiting the generality of the Executive’s agreement in the preceding paragraph, the Executive (i) represents that he is familiar with and has carefully considered the Restrictive Covenants, (ii) represents that he is fully aware of his obligations hereunder, (iii) agrees to the reasonableness of the length of time, scope and geographic coverage, as applicable, of the Restrictive Covenants, (iv) agrees that the Company and its subsidiaries currently conducts business throughout the Restricted Area, and (v) agrees that the Restrictive Covenants will continue in effect for the applicable periods set forth above in this Section 6.2  regardless of whether the Executive is then entitled to receive severance pay or benefits from the Company.  The Executive understands that the Restrictive Covenants may limit his ability to earn a livelihood in a business similar to the business of the Company and any of its subsidiaries, but he nevertheless believes that he has received and will receive sufficient consideration and other benefits as an employee of the Company and as otherwise provided hereunder or as described in the recitals hereto to clearly justify such restrictions which, in any event (given his education, skills and ability), the Executive does not believe would prevent him from otherwise earning a living.  The Executive agrees that the Restrictive Covenants do not confer a benefit upon the Company disproportionate to the detriment of the Executive.

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Without limiting the generality of Section 17, the Executive agrees that a breach by the Executive of any of the covenants in this Section 6.2 would cause immediate and irreparable harm to the Company that would be difficult or impossible to measure, and that damages to the Company for any such injury would therefore be an inadequate remedy for any such breach.  Therefore, the Executive agrees that in the event of any breach or threatened breach of any provision of this Section 6.2, the Company shall be entitled, in addition to and without limitation upon all other remedies the Company may have under this Agreement, at law or otherwise, to obtain specific performance, injunctive relief and/or other appropriate relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Section 6.2, or require the Executive to account for and pay over to the Company all compensation, profits, moneys, accruals, increments or other benefits derived from or received as a result of any transactions constituting a breach of this Section 6.2 if and when final judgment of a court of competent jurisdiction or arbitrator, as applicable, is so entered against the Executive.  The Executive further agrees that the applicable period of time any Restrictive Covenant is in effect following the Severance Date, as determined pursuant to the foregoing provisions of this Section 6.2, such period of time shall be extended by the same amount of time that Executive is in breach of any Restrictive Covenant.

6.2 [Alternative 2]

Further Condition of Any Severance. The Executive agrees that if the Executive were to become employed by, or substantially involved in, the business of a competitor of the Company or any of its subsidiaries during the twenty-four (24) month period following the Severance Date, it would be very difficult for the Executive not to rely on or use the Company’s and its subsidiaries’ trade secrets and confidential information.  Accordingly, the Company shall have no obligation to pay any Severance Benefit (or any further Severance Benefit, as the case may be, and in each case that may otherwise be or become due) in the event that, during the Period of Employment or at any time in the twenty-four (24) months after the Severance Date, the Executive, directly or indirectly through any other Person engages in, enters the employ of, renders any services to, has any ownership interest in, or participates in the financing, operation, management or control of, any Competing Business.  The Executive agrees that he will not hold any such position or engage in any such activity during the Period of Employment.  Compliance with this Section 6.2 is a condition precedent to any Severance Benefit that might otherwise be or become due.  For avoidance of doubt, the Company shall not be entitled to monetary damages or injunctive relief in the event of any breach by the Executive of this Section 6.2 following the Severance Date.  For purposes of this Agreement, the phrase “directly or indirectly through any other Person engage in” shall include, without limitation, any direct or indirect ownership or profit participation interest in such enterprise, whether as an owner, stockholder, member, partner, joint venturer or otherwise, and shall include any direct or indirect participation in such enterprise as an employee, consultant, director, officer, licensor of technology or otherwise.  For purposes of this Agreement, “Competing Business” means a Person anywhere in the continental United States and elsewhere in the world where the Company and its subsidiaries engage in business, or reasonably anticipate engaging in business, on the Severance Date (the “Restricted Area”) that at any time during the Period of Employment has competed, or any and time during the twenty-four (24) month period following the Severance Date competes, with the Company or any of its subsidiaries in any business engaged in by the Company or any of its subsidiaries (or which any of them had plans to in the future engage in, which plans were known by or reasonably should have been known by the Executive) as of the Severance Date.  Nothing herein shall prohibit the Executive from being a passive owner of not more than 2% of the outstanding stock of any class of a corporation which is publicly traded, so long as the Executive has no active participation in the business of such corporation.

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7. Withholding Taxes.  Notwithstanding anything else herein to the contrary, the Company may withhold (or cause there to be withheld, as the case may be) from any amounts otherwise due or payable under or pursuant to this Agreement such federal, state and local income, employment, or other taxes as may be required to be withheld pursuant to any applicable law or regulation.

8. Successors and Assigns.

(a)           This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignable by the Executive otherwise than by will or the laws of descent and distribution.  This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives.

(b)           This Agreement shall inure to the benefit of and be binding upon the Company and its successors and assigns.  Without limiting the generality of the preceding sentence, the Company will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform it if no such succession had taken place.  As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor or assignee, as applicable, which assumes and agrees to perform this Agreement by operation of law or otherwise.

9. Number and Gender; Examples.  Where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders.  Where specific language is used to clarify by example a general statement contained herein, such specific language shall not be deemed to modify, limit or restrict in any manner the construction of the general statement to which it relates.

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10. Section Headings.  The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.

11. Governing Law.  This Agreement will be governed by and construed in accordance with the laws of the state of [___________], without giving effect to any choice of law or conflicting provision or rule (whether of the state of [___________] or any other jurisdiction) that would cause the laws of any jurisdiction other than the state of [___________] to be applied.  In furtherance of the foregoing, the internal law of the state of [____________] will control the interpretation and construction of this Agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

12. Severability.  It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought.  Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law, and if the rights and obligations of any party under this Agreement will not be materially and adversely affected thereby, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.  Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

13. Entire Agreement.  This Agreement, together with the attached exhibit, the Confidentiality Agreement and the Change in Control Agreement, (together, the “Integrated Document”), embodies the entire agreement of the parties hereto respecting the matters within its scope.  The Integrated Document supersedes all prior and contemporaneous agreements of the parties hereto that directly or indirectly bears upon the subject matter hereof.  Any prior negotiations, correspondence, agreements, proposals or understandings relating to the subject matter hereof shall be deemed to have been merged into the Integrated Document, and to the extent inconsistent with the Integrated Document, such negotiations, correspondence, agreements, proposals, or understandings shall be deemed to be of no force or effect.  There are no representations, warranties, or agreements, whether express or implied, or oral or written, with respect to the subject matter hereof, except as expressly set forth in the Integrated Document.

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14. Modifications.  This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.

15. Waiver.  Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.  No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

16. Arbitration.  Except as provided in Section 6.2 and 17, Executive and the Company agree that any controversy arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy arising out of Executive’s employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in ______, ______, before a sole arbitrator (the “Arbitrator”) selected from the American Arbitration Association, as the exclusive forum for the resolution of such dispute; provided, however, that provisional injunctive relief may, but need not, be sought by either party to this Agreement in a court of law while arbitration proceedings are pending, and any provisional injunctive relief granted by such court shall remain effective until the matter is finally determined by the Arbitrator.  Final resolution of any dispute through arbitration may include any remedy or relief which the Arbitrator deems just and equitable, including any and all remedies provided by applicable state or federal statutes.  At the conclusion of the arbitration, the Arbitrator shall issue a written decision that sets forth the essential findings and conclusions upon which the Arbitrator's award or decision is based.  Any award or relief granted by the Arbitrator hereunder shall be final and binding on the parties hereto and may be enforced by any court of competent jurisdiction.  The parties acknowledge and agree that they are hereby waiving any rights to trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other in connection with any matter whatsoever arising out of or in any way connected with this Agreement or Executive’s employment.

17. Remedies.  Each of the parties to this Agreement and any such person or entity granted rights hereunder whether or not such person or entity is a signatory hereto shall be entitled to enforce its rights under this Agreement specifically to recover damages and costs for any breach of any provision of this Agreement and to exercise all other rights existing in its favor.  The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that each party may in its sole discretion apply to any court of law or equity of competent jurisdiction for specific performance, injunctive relief and/or other appropriate equitable relief (without posting any bond or deposit) in order to enforce or prevent any violations of the provisions of this Agreement.  Each party shall be responsible for paying its own attorneys’ fees, costs and other expenses pertaining to any such legal proceeding and enforcement regardless of whether an award or finding or any judgment or verdict thereon is entered against either party.

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18. Notices.  Any notice provided for in this Agreement must be in writing and must be either personally delivered, transmitted via telecopier, mailed by first class mail (postage prepaid and return receipt requested) or sent by reputable overnight courier service (charges prepaid) to the recipient at the address below indicated or at such other address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party.  Notices will be deemed to have been given hereunder and received when delivered personally, when received if transmitted via telecopier, five days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service.

if to the Company:

CoreLogic, Inc.

4 First American Way

Santa Ana, California 92707

Attention:  General Counsel

if to the Executive, to the address most recently on file in the payroll records of the Company.

19. Counterparts.  This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument.  This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.  Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

20. Legal Counsel; Mutual Drafting.  Each party recognizes that this is a legally binding contract and acknowledges and agrees that they have had the opportunity to consult with legal counsel of their choice.  Each party has cooperated in the drafting, negotiation and preparation of this Agreement.  Hence, in any construction to be made of this Agreement, the same shall not be construed against either party on the basis of that party being the drafter of such language.  The Executive agrees and acknowledges that he has read and understands this Agreement, is entering into it freely and voluntarily, and has been advised to seek counsel prior to entering into this Agreement and has had ample opportunity to do so.

21. Section 409A.

(a)           It is intended that any amounts payable under this Agreement shall either be exempt from or comply with Section 409A of the Code (including the Treasury regulations and other published guidance relating thereto) (“Code Section 409A”) so as not to subject the Executive to payment of any additional tax, penalty or interest imposed under Code Section 409A.  The provisions of this Agreement shall be construed and interpreted to avoid the imputation of any such additional tax, penalty or interest under Code Section 409A yet preserve (to the nearest extent reasonably possible) the intended benefit payable to the Executive.

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(b)           If the Executive is a “specified employee” within the meaning of Treasury Regulation Section 1.409A-1(i) as of the date of the Executive’s Separation from Service, the Executive shall not be entitled to any payment or benefit pursuant to Section 5.3(b) or (c) until the earlier of (i) the date which is six (6) months after his or her Separation from Service for any reason other than death, or (ii) the date of the Executive’s death.  The provisions of this Section 21(b) shall only apply if, and to the extent, required to avoid the imputation of any tax, penalty or interest pursuant to Code Section 409A.  Any amounts otherwise payable to the Executive upon or in the six (6) month period following the Executive’s Separation from Service that are not so paid by reason of this Section 21(b) shall be paid (without interest) as soon as practicable (and in all events within thirty (30) days) after the date that is six (6) months after the Executive’s Separation from Service (or, if earlier, as soon as practicable, and in all events within thirty (30) days, after the date of the Executive’s death).

(c)           To the extent that any benefits pursuant to Section 5.3(b)(ii) or reimbursements pursuant to Section 4.2 are taxable to the Executive, any reimbursement payment due to the Executive pursuant to any such provision shall be paid to the Executive on or before the last day of the Executive’s taxable year following the taxable year in which the related expense was incurred.  The benefits and reimbursements pursuant to such provisions are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that the Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that the Executive receives in any other taxable year.

[The remainder of this page has intentionally been left blank.]

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IN WITNESS WHEREOF, the Company and the Executive have executed this Agreement as of the Effective Date.

“COMPANY”

CoreLogic, Inc.,

a Delaware corporation

By:

Name: 

Title:

“EXECUTIVE”

[Name]

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EXHIBIT A

Form of Release

1.             Release by the Executive.  [____________] (the “Executive”), on his own behalf and on behalf of his descendants, dependents, heirs, executors, administrators, assigns and successors, and each of them, hereby acknowledges full and complete satisfaction of and releases and discharges and covenants not to sue CoreLogic, Inc. (the “Company”), its divisions, subsidiaries, parents, or affiliated corporations, past and present, and each of them, as well as its and their assignees, successors, directors, officers, stockholders, partners, representatives, attorneys, agents or employees, past or present, or any of them (individually and collectively, “Releasees”), from and with respect to any and all claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected, arising out of or in any way connected with the Executive’s employment or any other relationship with or interest in the Company or the termination thereof, including without limiting the generality of the foregoing, any claim for severance pay, profit sharing, bonus or similar benefit, pension, retirement, life insurance, health or medical insurance or any other fringe benefit, or disability, or any other claims, agreements, obligations, demands and causes of action, known or unknown, suspected or unsuspected resulting from any act or omission by or on the part of Releasees committed or omitted prior to the date of this General Release Agreement (this “Agreement”) set forth below, including, without limiting the generality of the foregoing, any claim under Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Family and Medical Leave Act, or any other federal, state or local law, regulation or ordinance (collectively, the “Claims”); provided, however, that the foregoing release does not apply to any obligation of the Company to the Executive pursuant to any of the following: (1) Section 5.3 of the Employment Agreement dated as of [__________, 20__] by and between the Company and the Executive (the “Employment Agreement”); (2) any equity-based awards previously granted by the Company to the Executive, to the extent that such awards continue after the termination of the Executive’s employment with the Company in accordance with the applicable terms of such awards; (3) any right to indemnification that the Executive may have pursuant to the Company’s bylaws, its corporate charter or under any written indemnification agreement with the Company (or any corresponding provision of any subsidiary or affiliate of the Company) with respect to any loss, damages or expenses (including but not limited to attorneys’ fees to the extent otherwise provided) that the Executive may in the future incur with respect to his service as an employee, officer or director of the Company or any of its subsidiaries or affiliates; (4) with respect to any rights that the Executive may have to insurance coverage for such losses, damages or expenses under any Company (or subsidiary or affiliate) directors and officers liability insurance policy; (5) any rights to continued medical and dental coverage that the Executive may have under COBRA; or (6) any rights to payment of benefits that the Executive may have under a retirement plan sponsored or maintained by the Company that is intended to qualify under Section 401(a) of the Internal Revenue Code of 1986, as amended.  In addition, this release does not cover any Claim that cannot be so released as a matter of applicable law.  The Executive acknowledges and agrees that he has received any and all leave and other benefits that he has been and is entitled to pursuant to the Family and Medical Leave Act of 1993.

2.             Acknowledgement of Payment of Wages.  Except for accrued vacation (which the parties agree totals approximately ___ days of pay) and salary for the current pay period, the Executive acknowledges that he has received all amounts owed for his regular and usual salary (including, but not limited to, any bonus, severance, or other wages), and usual benefits through the date of this Agreement.

3.             Waiver of Civil Code Section 1542.  This Agreement is intended to be effective as a general release of and bar to each and every Claim hereinabove specified.  Accordingly, the Executive hereby expressly waives any rights and benefits conferred by Section 1542 of the California Civil Code and any similar provision of any other applicable state law as to the Claims.  Section 1542 of the California Civil Code provides:

“A GENERAL RELEASE DOES NOT EXTEND TO A CLAIM WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

The Executive acknowledges that he later may discover claims, demands, causes of action or facts in addition to or different from those which the Executive now knows or believes to exist with respect to the subject matter of this Agreement and which, if known or suspected at the time of executing this Agreement, may have materially affected its terms.  Nevertheless, the Executive hereby waives, as to the Claims, any claims, demands, and causes of action that might arise as a result of such different or additional claims, demands, causes of action or facts.

4.             ADEA Waiver.  The Executive expressly acknowledges and agrees that by entering into this Agreement, he is waiving any and all rights or claims that he may have arising under the Age Discrimination in Employment Act of 1967, as amended (“ADEA”), which have arisen on or before the date of execution of this Agreement.  The Executive further expressly acknowledges and agrees that:

(a)           He is hereby advised in writing by this Agreement to consult with an attorney before signing this Agreement;

(b)           He was given a copy of this Agreement on [____________] and informed that he had twenty-one (21) days within which to consider this Agreement and that if he wished to executive this Agreement prior to expiration of such 21-day period, he should execute the Acknowledgement and Waiver attached hereto as Exhibit A-1;

(c)           Nothing in this Agreement prevents or precludes the Executive from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties or costs from doing so, unless specifically authorized by federal law; and

(d)           He was informed that he has seven (7) days following the date of execution of this Agreement in which to revoke this Agreement, and this Agreement will become null and void if the Executive elects revocation during that time.  Any revocation must be in writing, addressed to the Company’s Chief Executive Officer and delivered in accordance with the notice provisions of the Employment Agreement, and must be received by the Company during the seven-day revocation period.  In the event that the Executive exercises his right of revocation, neither the Company nor the Executive will have any obligations under this Agreement.

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5.             Restricted Stock Unit.  As part of Executive’s employment, Executive was awarded restricted stock units pursuant to the terms of a Restricted Stock Unit Award Agreement and _________________________or the plan in effect from time to time (collectively, the "Plan Documents"), the terms of which are incorporated herein by reference.  This Agreement shall constitute a separation agreement for purposes of determining the Period of Restriction, as defined in the Plan Documents.  If Executive signs and returns this Agreement, the Period of Restriction applicable to Executive’s outstanding, unvested restricted stock units will lapse as provided in, and subject to the provisions of, the Plan Documents.  Executive agrees that Executive will not engage in Detrimental Activity, as defined in the Restricted Stock Unit Award Agreement.

6.             No Transferred Claims.  The Executive represents and warrants to the Company that he has not heretofore assigned or transferred to any person not a party to this Agreement any released matter or any part or portion thereof.

7.             Miscellaneous.  The following provisions shall apply for purposes of this Agreement:

(a)           Number and Gender.Where the context requires, the singular shall include the plural, the plural shall include the singular, and any gender shall include all other genders.

(b)           Section Headings.The section headings of, and titles of paragraphs and subparagraphs contained in, this Agreement are for the purpose of convenience only, and they neither form a part of this Agreement nor are they to be used in the construction or interpretation thereof.

(c)           Governing Law.This Agreement shall be governed by and construed in accordance with the laws of the State of _______, without giving effect to any choice of law or conflicting provision or rule (whether of the State of ________ or any other jurisdiction) that would cause the laws of any jurisdiction other than the State of ______ to be applied.  In furtherance of the foregoing, the internal law of the State of _______ will control the interpretation and construction of this agreement, even if under such jurisdiction’s choice of law or conflict of law analysis, the substantive law of some other jurisdiction would ordinarily apply.

(d)           Severability.It is the desire and intent of the parties hereto that the provisions of this Agreement be enforced to the fullest extent permissible under the laws and public policies applied in each jurisdiction in which enforcement is sought.  Accordingly, if any particular provision of this Agreement shall be adjudicated by a court of competent jurisdiction to be invalid, prohibited or unenforceable under any present or future law, and if the rights and obligations of any party under this Agreement will not be materially and adversely affected thereby, such provision, as to such jurisdiction, shall be ineffective, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction, and to this end the provisions of this Agreement are declared to be severable; furthermore, in lieu of such invalid or unenforceable provision there will be added automatically as a part of this Agreement, a legal, valid and enforceable provision as similar in terms to such invalid or unenforceable provision as may be possible.  Notwithstanding the foregoing, if such provision could be more narrowly drawn (as to geographic scope, period of duration or otherwise) so as not to be invalid, prohibited or unenforceable in such jurisdiction, it shall, as to such jurisdiction, be so narrowly drawn, without invalidating the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.

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(e)           Modifications.This Agreement may not be amended, modified or changed (in whole or in part), except by a formal, definitive written agreement expressly referring to this Agreement, which agreement is executed by both of the parties hereto.

(f)           Waiver.  Neither the failure nor any delay on the part of a party to exercise any right, remedy, power or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power or privilege preclude any other or further exercise of the same or of any right, remedy, power or privilege, nor shall any waiver of any right, remedy, power or privilege with respect to any occurrence be construed as a waiver of such right, remedy, power or privilege with respect to any other occurrence.  No waiver shall be effective unless it is in writing and is signed by the party asserted to have granted such waiver.

(g)           Arbitration.The Executive and the Company agree that any controversy or claim arising out of or relating to this Agreement, its enforcement or interpretation, or because of an alleged breach, default, or misrepresentation in connection with any of its provisions, or any other controversy or claim arising out of Executive’s employment, including, but not limited to, any state or federal statutory claims, shall be submitted to arbitration in accordance with the arbitration and dispute resolution provisions set forth in the Employment Agreement.

(h)           Counterparts.This Agreement may be executed in any number of counterparts, each of which shall be deemed an original as against any party whose signature appears thereon, and all of which together shall constitute one and the same instrument.  This Agreement shall become binding when one or more counterparts hereof, individually or taken together, shall bear the signatures of all of the parties reflected hereon as the signatories.  Photographic copies of such signed counterparts may be used in lieu of the originals for any purpose.

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The undersigned have read and understand the consequences of this Agreement and voluntarily sign it.  The undersigned declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

EXECUTED this ________ day of ________ 20___, at ______________________ County, __________.

“EXECUTIVE”

[___________]

EXECUTED this ________ day of ________ 20___, at ______________________ County, __________.

“COMPANY”
CORELOGIC, INC.
By:
	[Name]
	[Title]

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EXHIBIT A-1

ACKNOWLEDGMENT AND WAIVER

I, _______________, hereby acknowledge that I was given 21 days to consider the foregoing General Release Agreement and voluntarily chose to sign the General Release Agreement prior to the expiration of the 21-day period.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct.

EXECUTED this ___ day of ____________ 20___, at ___________ County, _________.

[_____________]

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EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Anand Nallathambi, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CoreLogic, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2011

By: /s/    Anand Nallathambi

Anand Nallathambi

President and Chief Executive Officer

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EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Michael A. Rasic, certify that:

1. I have reviewed this quarterly report on Form 10-Q of CoreLogic, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 6, 2011

By: /s/    Michael A. Rasic

Michael A. Rasic

Senior Vice President, Finance and Accounting
(Principal Financial Officer)

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EX-32.1

Exhibit 32.1

Certification pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Form 10-Q of CoreLogic, Inc. (the “Company”) for the period ended March 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Anand Nallathambi, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

By: /s/    Anand Nallathambi

Anand Nallathambi

President and Chief Executive Officer

Date: May 6, 2011

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. §1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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EX-32.2

Exhibit 32.2

Certification pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Form 10-Q of CoreLogic, Inc. (the “Company”) for the period ended March 31, 2011, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Michael A. Rasic, Principal Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

A signed original of this statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

By: /s/    Michael A. Rasic

Michael A. Rasic

Senior Vice President, Finance and Accounting
(Principal Financial Officer)

Date: May 6, 2011

The foregoing certification is being furnished solely to accompany the Report pursuant to 18 U.S.C. §1350, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

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