Correspondent Seller Eligibility & Documentation Requirements

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SECTION 3. CHANGES TO THE SALE GUIDELINES. The Sale Guidelines is subject to change from time to time as determined by Buyer. Buyer shall endeavor to give Seller notice prior to the effective date of any change; however, such change shall be effective regardless of whether prior notice is in fact given. SECTION 4. PROCEDURAL MATTERS. Seller shall process and close the Loan in its own name and shall advance the original principal balance out of its own funds. Buyer shall purchase Loans which have been pre-qualified, closed and delivered in accordance with the Sale Guidelines. Seller agrees that it shall use all reasonable efforts to close each Loan which has been pre-qualified by Buyer. SECTION 5. RELEASE OF SERVICING. Each Loan shall be sold to Buyer on a “servicing released” basis, meaning that Seller shall release, transfer and assign to Buyer all right, title and interest in and to the Loan, including, without limitation, any right to provide mortgage servicing in connection therewith. SECTION 6. REPRESENTATIONS AND WARRANTIES. Seller hereby makes the following representations and warranties to Buyer. Such representations and warranties are deemed to be made both as of the date hereof, and as of each and every date Seller sells a Loan to Buyer (a “Settlement Date”), and Buyer shall be deemed to have relied on the following representations and warranties, regardless of any independent investigation Buyer may have made or may hereafter make. 6.01 Seller Representations and Warranties. Seller makes the following representations and warranties. (1) Organization. Seller is duly organized, validly existing and in good standing under laws of the applicable jurisdiction, and has the power to own its assets and to transact the business in which it is presently engaged. Seller is duly qualified and in good standing under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification and where the failure to be so qualified would have a material adverse affect on the business and assets of Seller, taken as a whole. Seller has and shall continue to maintain in full force and effect all licenses, registrations and certifications in all appropriate jurisdictions to conduct all activities performed with respect to the making and selling of Loans. (2) Authority. Seller has the power, authority and legal right to make, deliver and perform this Agreement and all of the transactions contemplated hereunder, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. No consent of any other party and no consent, USBCF Correspondent Flow Agreement (Rev. 031408-01) 2 of 2
license, approval or authorization of, or registration with, any governmental authority, bureau or agency is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement or the sale of the Loans or if required same has been obtained and remains in effect. (3) No Violation. The execution, delivery and performance of this Agreement will not violate any provision of any existing laws or regulation, or any order or decree of any court, or Seller’s organizational documents or of any mortgage, indenture, contract or other agreement to which Seller is a party or by which Seller and any of its property or assets may be bound. (4) Litigation. No litigation or administrative proceedings of or before any court, tribunal or governmental body is presently pending, or, to the knowledge of Seller, threatened against Seller or any of its properties, which, if adversely determined, would have a material adverse effect on the business, assets, financial condition of Seller or Seller’s ability to perform its obligations under this Agreement. (5) True and Correct. Neither this Agreement nor any statement, report or other document furnished or to be furnished pursuant to this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of fact or omits to state a fact necessary to make the statements contained therein not misleading. (6) Validity. This Agreement has been duly authorized and executed by Seller and is, or upon delivery will be, a legal, valid and binding obligation of Seller enforceable in accordance with its terms, subject only to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditor rights generally. (7) Commissions to Third Parties. Seller has not dealt with an broker or agent or other Person who might be entitled to a fee, commission or compensation in connection with the sale of Loans by Seller to Buyer other than the Buyer. (8) No Common Ownership. Seller, title company, closing agent and appraiser shall each be independent parties and shall have no common ownership, employees, management, directors or any other relationship or affiliation unless previously disclosed to Buyer in writing. The Obligor(s) shall also be independent of Seller, title company, closing agent and appraiser and shall not be affiliated with Seller, title company, closing agent or appraiser in any way. (9) Solvency. Seller is solvent, has not committed any act of bankruptcy and the execution and consummation of this Agreement will not render Seller insolvent. Upon payment of Buyer of the purchase price of the Loan, no creditor or stockholder of Seller will have any claim against Buyer on the Loan. The consideration received by Seller upon the sale of the Loans will constitute fair USBCF Correspondent Flow Agreement (Rev. 031408-01) 3 of 3
Page 1 and 2: Correspondent Seller Eligibility &
Page 3 and 4: GENERAL COMPANY INFORMATION Company
Page 5 and 6: U.S. BANK CONSUMER FINANCE CORRESPO
Page 7 and 8: U.S. BANK CONSUMER FINANCE CORRESPO
Page 9: CORRESPONDENT FLOW AGREEMENT THIS C
Page 13 and 14: (5) Mortgage Property Not Subject t
Page 15 and 16: (18) Adjustable Loans. If the Note
Page 17 and 18: entering into the Loan or signing a
Page 19 and 20: (43) Prior Servicing. Each Loan has
Page 21 and 22: failure to perform any of its oblig
Page 23 and 24: SECTION 11. INDEPENDENT CONTRACTORS
Page 25 and 26: (g) Disclosure to Third Parties. If
Page 27 and 28: SECTION 19. ASSIGNMENT. Seller may
Page 29 and 30: IN WITNESS WHEREOF, this Agreement
Page 31 and 32: STATE OF ___________________) ) ss

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