Correspondent Seller Eligibility & Documentation Requirements

(g) Disclosure to Third Parties. If Recipient is allowed or required to disclose any
Confidential Information to any third parties in the context of Recipient’s
presentations, negotiations to third parties, then Recipient shall ensure that such
third parties will have express obligations of confidentiality and non-disclosure,
with regard to the Confidential Information, substantially similar to Recipient’s
obligations hereunder. Liability for damages due to disclosure of the
Confidential Information by any such third parties shall be with Recipient.
(h) Exclusions. Except for Customer(s)’ information as described herein, the term
"Confidential Information" shall not include any portion of such information that
Recipient can establish by clear and convincing evidence to have:
1. been known publicly without breach of this Agreement;
2. been known by Recipient without any obligation of confidentiality, prior
to disclosure of such Confidential Information; or
3. been received in good faith by the receiving party from a third-party
source having the right to disclose such information.
(i) Remedies. If Recipient, its agents or employees, violate the obligations of
confidentiality and non-disclosure herein, the parties agree that irreparable injury
may result to the Owner or third parties entrusting Confidential Information to the
Owner, that the Owner’s remedy at law for damages may be inadequate, and that
the Owner will be entitled to an injunction to restrain any continuing breach by
Recipient its agents or employees with no bond required, or if bond is required,
only a nominal bond. Notwithstanding any other provision of the Agreement
purporting to limit Recipient’s liability, the Owner shall further be entitled to
recover any other rights and remedies which it may have at law or in equity.
SECION 14. NON-SOLICITATION. Seller agrees, for the time period of twelve (12)
months beginning from the applicable settlement date, not to take any action to directly solicit
individual Obligors in order to effect the refinancing of any Loans previously purchased by
Buyer and Seller. In the event an Obligor elects to refinance with Seller a Loan purchased by
Buyer from Seller, Buyer will have the right of first refusal on the purchase of the refinancing.
SECTION 15. PREPAYMENTS. If any Loan is prepaid by the Obligor, other than by a
refinancing by Buyer, Seller shall pay to Buyer, upon demand by Buyer, the appropriate
percentage specified below of the Premium (as defined in the Sellers Guide) initially paid by
Buyer to Seller with respect to the prepaid Loan:
(a) If the Loan is prepaid within six (6) months after the Settlement Date of such Loan,
the entire Premium;
(b) If the Loan is prepaid more than six (6) months but less than twelve (12) months after
the Settlement Date of such Loan, 50% of the Premium; or
USBCF Correspondent Flow Agreement (Rev. 031408-01) 17 of 17