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SUN WEST MORTGAGE CO. BROKER/CORRESPONDENTAPPLICATION FORMContact InformationSWMC Client Relations Managers (CRM):(If you have been contacted by an CRM, please name them here, else we shall assign one to you)Company Name:Contact Person:· E-Mail:Cell: · Phone: · FAX:Application for Approval as (please check [X] as applicable)[ ] FORWARD MORTGAGE[ ] B12 - Client Originates & Processes, SWMC Underwrites draw Docs in the name of SWMC & Funds 1[ ] B14 - Client Originates & Processes, SWMC Underwrites, draw Docs in the name of SWMC & Funds[ ] C11 - Client Originates & Processes, SWMC Underwrites, Client draws Docs & Funds[ ] C12 - Client Originates & Processes, SWMC Underwrites & draw Docs, Client Funds[ ] C10 - Correspondent Seller, Closed Loan U/W Review by SWMC[ ] REVERSE MORTGAGE[ ] B03 - Client Originates & Processes, SWMC Underwrites draw Docs in the name of SWMC & Funds 1[ ] B14 - Client Originates & Processes, SWMC Underwrites, draw Docs in the name of SWMC & Funds[ ] C11 - Client Originates & Processes, SWMC Underwrites, Client draws Docs & Funds[ ] C12 - Client Originates & Processes, SWMC Underwrites & draw Docs, Client Funds[ ] C31 - Correspondent Seller, Closed HECM U/W Review by SWMC1 – Applicable for Non-FHA Approved clients (Sponsored Third Party Originators)Business InformationCompany Legal Name:AKAs/DBAs:Business Type: [ ] Corporation [ ] LLC [ ] Partnership [ ] Sole ProprietorshipMain Activity: [ ] Broker [ ] Banker [ ] OtherContact Info: Tel: ( ) · Fax: ( )Street Address:City: · State: · Zip Code:Biz Estd. Date: · Biz Inc. Date: · Yrs. At Present Address:Federal Tax ID:· # of Sales PersonsE&O / Fidelity Insurance / BondWe have, [ ] E&O / [ ] Fidelity Insurance / [ ] Bond & is attached with the applicationDo not have [ ] E&O / [ ] Fidelity Insurance / [ ] BondInitials:________ BC App Ver. 7.7 10/06/2014 Page 2

Flood CertificateA copy of the invoice for the flood certificate in each loan is required for compliance.How would you like to provide a record of the cost for the flood certificate?1. Include an invoice copy in each loan file [ ]2. Copy of the Master Agreement (stating the rate) is included in this Application [ ]3. SWMC to order Flood Certificate for B/C [ ]Principle / Owner/ Officer Information[ ] If Corporation, identify Principals and/or Officers[ ] If Sole Proprietorship/Partnership, identify OwnersName Title SSNMr./Ms.Mr./Ms.Mr./Ms.Post Closing Contact InformationMr./Ms:E-Mail :Phone :Licensing InformationAgency Date Approved ID NumberHUD/FHA CorrespondentHUD/FHA MortgageeFNMAFHLMCGNMAVAMERS IDNMLS IDProduction VolumesLast Year:Year to Date:No. of Loans Value No. of Loans ValueFHA/VAConventionalReverse (HECM)Lender ReferencesCompany Name Contact Person Phone # E-Mail1.Initials:________ BC App Ver. 7.7 10/06/2014 Page 3

Servicing Transfer InformationSection 1Please check any one option from A, B and C applicable to your company, and follow theinstructions given alongside each option accordingly.A. [ ] We may assign, sell or transfer the servicing of your loan sometime while the loan isoutstanding (If selected, proceed to Section 2)B. [ ] We do not service loans, and (If selected, then please check one option below, andthen proceed to Section 2)[ ] We have not serviced mortgage loans in the past 3 years[ ] We presently intend to assign, sell or transfer the servicing of your mortgage loanC. [ ] We assign, sell or transfer the servicing of some of our loans while the loan isoutstanding depending on the type of loan and other factors. (If selected, then please fillthe table below, and proceed to Section 2)FHA (check one below) VA (check one below) Other (check one below)[ ] sell all of the mortgageservicing;[ ] retain all of the mortgageservicing;[ ] assign, sell or transfer__% of the mortgageservicingSection 2[ ] sell all of the mortgageservicing;[ ] retain all of the mortgageservicing;[ ] assign, sell or transfer__% of the mortgageservicing[ ] sell all of the mortgageservicing;[ ] retain all of the mortgageservicing;[ ] assign, sell ortransfer__% of the mortgageservicingFor all the first lien mortgage loans that we make in the 12 month period after yourmortgage loan is funded, we estimate that the percentage of such loans for which we willtransfer servicing is between:[ ] 0 – 25% [ ] 26 – 50% [ ] 51 – 75% [ ] 76 – 100%[ ] (Includes assignments, sales, or transfers to affiliates)Section 3[ ] We have previously assigned, sold or transferred the services of first lien mortgageloans.This is our record of transferring the servicing of the first lien mortgage loans we havemade in the past (Please fill in the details in the table below):Year2012201120102009[ ] (Includes assignments, sales, or transfers to affiliates)PercentInitials:________ BC App Ver. 7.7 10/06/2014 Page 4

DisclosuresIf you answer ‘Yes’ to any of the following questions, please attach a detailed, signedexplanation:1. Has your firm, management, and/or senior officers been a party in alawsuit in reference to the origination, sale, and/or servicing of loans in thelast 5 years?2. Are you or any members of management and/or senior officers of thisfirm presently involved in any pending litigation, either civil or criminal?3. Have you or any members of management and/or senior officers of thisfirm had any judgments entered against you/them in the past 12 months?4. Have you or any members of management and/or senior officers of thisfirm ever been convicted of a crime or named in a criminal proceedingexcluding traffic violation?5. Has your firm, management, and/or senior officers, or loan officers everbeen terminated or placed on an exclusionary list by an investor, HUD,private mortgage insurance company, or by a regulator?6. Has your firm, management, and/or senior officers had any formalcomplaints filed against it by any state or federal agency in the past 3years?7. Has your firm, management, and/or senior officers ever been prohibitedfrom engaging in regulated activities or had licenses denied, suspended?8. Has your firm received any investor repurchase or indemnificationrequested in the last 12 months?9. Has your firm, management, and/or senior officers had any pendingunsatisfied judgments against you/them?10. Has your firm, management, and/or senior officers been a party to abankruptcy within the past seven (7) years?11. Has your firm, management, and/or senior officers had propertyforeclosed upon/given title or deed in lieu thereof in the past seven (7)years?[ ] Y · [ ] N[ ] Y · [ ] N[ ] Y · [ ] N[ ] Y · [ ] N[ ] Y · [ ] N[ ] Y · [ ] N[ ] Y · [ ] N[ ] Y · [ ] N[ ] Y · [ ] N[ ] Y · [ ] N[ ] Y · [ ] NThe undersigned applicant hereby certifies that the above information is true and correct tothe best of the applicant’s knowledge. The undersigned authorizes SWMC, as necessary, toverify information provided by the applicant. I (We) hereby understand that I (we) am (are)fully responsible for the activity for all my (our) sales personnel, that ethical and properselling practices will be followed, and that immediate attention will be given to allcomplaints. I (We) hereby certify that the above statements are true, and I (we)understand this application shall remain the property of the financial institution to which it issubmitted and, if requested, a copy may be furnished to FHLMC, FNMA, or any otherinstitution insuring, or approving my (our) loan packages submitted to you to providefinancing for customers.__________________________________________________________________Signature of Authorized Officer, Title__________________________________________________________________Name (please print)DateInitials:________ BC App Ver. 7.7 10/06/2014 Page 5

MORTGAGE BROKER & CORRESPONDENT AGREEMENTThis Mortgage Broker and Correspondent Agreement (“Agreement”) is effective as of_____________, 20___ and is made by and between Sun West Mortgage Company, Inc.(“SWMC”), located at 18000 Studebaker Road, Suite 200, Cerritos, CA 90703 and___________________________________ (“B/C”) locatedat_________________________________________________________________.WHEREAS, B/C is in the business of originating, brokering, soliciting, and/or sellingMortgage Loans; andWHEREAS, B/C desires to sell and SWMC desires to purchase Mortgage Loans, in accordancewith the terms of this Agreement.NOW, THEREFORE, in consideration of the mutual covenants and agreements containedherein, the parties hereto agree as follows:1. DEFINITIONS“Ability to Repay Standards” the standards set forth in Regulation Z, 12 C.F.R. Part1026.43(c), as may be amended from time to time.“Applicable Law” means all federal, state, and local statutes, regulations, and agencyguidelines or handbooks, as amended from time to time, that relate to the solicitation,preparation, processing, origination, or servicing of loan applications or mortgage loans,including, but not limited to, the following: Consumer Credit Protection Act, all applicablepredatory and abusive lending laws, the Truth-In-Lending Act (TILA), the Equal CreditOpportunity Act, Home Mortgage Disclosure Act, Civil Rights Act of 1968, the Fair HousingAct, the Real Estate Settlement Procedures Act (RESPA), Fair Credit Reporting Act, the FloodDisaster Protection Act and the Financial Institutions Reform, Recovery and Enforcement Act(FIRREA), the Financial Services Modernization Act (Gramm-Leach-Bliley Act), the Dodd-Frank Wall Street Reform and Consumer Protection Act, and the Home Ownership andEquity Protection Act of 1994 (HOEPA).“Affiliated Service Provider” means a provider of services, including without limitation, title,escrow, appraisal, or loan processing services that (i) shares common officers, managers, oremployees with B/C; (ii) is owned in whole or in part by B/C, its officers, directors, oremployees or any relative of any officer, director, or employee; or (iii) owns B/C in whole orin part. “Relative” means a spouse or any other person who is related by blood, adoption ormarriage, within the second degree of consanguinity or affinity.“Confidential Information” means any confidential or proprietary information of SWMC, andany nonpublic personal information pertaining to any applicant or borrower, obtained by B/Cin connection with the transactions contemplated by this Agreement.“Fund,” “Funds,” “Funding,” or “Funded” refers to: (1) in the case of a wholesale MortgageLoan, the funding of such Loan; and (2) in the case of a closed Mortgage Loan, SWMC’spurchase of the Mortgage Loan.“Guides” mean and include the SWMC Forward Mortgage Seller Guide (“Forward Guide”),SWMC Reverse Mortgage Seller and Underwriting Guide (“Reverse Guide”), SWMC’s ProductManual, lender alerts, and all other materials, including without limitation, product profiles,underwriting standards, loan commitments, closing instructions, other communications,overlays, announcements or guidelines published by SWMC on its website or provided to B/Cfrom time to time, as amended and supplemented, that are in effect at loan Funding. SWMCmay amend the Guides from time to time. All provisions of the Guides are incorporated byreference into the Agreement, and shall be binding upon B/C.Initials:________ BC App Ver. 7.7 10/06/2014 Page 6

“Insuring Agency” means the Federal Housing Administration (“FHA”), VeteransAdministration (“VA”), or United States Department of Agriculture Rural Development(“USDA”), as applicable to the Mortgage Loan.“Investor” means any person or entity that has purchased a Mortgage Loan from SWMCand/or has issued a guaranty or policy of mortgage insurance and includes, withoutlimitation, Ginnie Mae, Fannie Mae, Freddie Mac or an private investor.“Loan Application” means an application for a Mortgage Loan and includes, withoutlimitation, the application form, required disclosure forms, appraisals, verifications, and allother documents required by SWMC and the Guides.“Mortgage Loan” means a loan sold or to be sold to SWMC pursuant to this Agreement andincludes all Mortgage Loan Documentation, monthly payments, principal payments,insurance proceeds, and all other rights, benefits, proceeds, and obligations arising from orin connection with the Mortgage Loan, including, without limitation, servicing rights.“Mortgage Loan Documentation” means the documents specified in the Standard ClosingDocumentation section of the Forward or Reverse Guides, as applicable, including withoutlimitation, all documents relating to any Mortgage Loan where the related borrower’s loanapplication was taken on or after January 10, 2014, all other documentation necessary toverify that such Mortgage Loan (i) is a Qualified Mortgage and (ii) satisfies the Ability ToRepay Standards.“Mortgaged Property” means the real property securing repayment of the Mortgage Loanobligation.“Qualified Mortgage” is as defined in Section 129C of the federal Truth-in-Lending Act, 15U.S.C. 1639c, and as further defined in Regulation Z, 12 C.F.R. Part 1026.43.2. TERMS AND CONDITIONSa. Locking Of Rate And Price.i. Lock-In Commitment. This Agreement contemplates that the B/C and SWMC willenter into commitments (“Commitment”) for the purchase, acquisition, orFunding of one or more Mortgage Loans upon locking in an interest rate and priceof a Loan Application or Mortgage Loan. The price, as quoted by SWMC to B/C,shall be expressed in interest rate and discount points or premium for each typeof Mortgage Loan product. A Commitment will include a date certain by which aMortgage Loan committed by B/C, including pending conditions, must bedelivered to SWMC (“Commitment Expiration Date”). Each Commitment shall bea binding contract subject to the performance by the B/C of its obligationsspecified herein, the performance of such obligations being conditions to SWMC’sperformance. Each Commitment shall be deemed to contain and incorporateeach and every term and condition of this Agreement. SWMC’s commitment toany price or interest rate locked is contingent on: (A) B/C’s timely submission toSWMC of a Loan Application or Mortgage Loan (as applicable) meeting all of theterms and conditions of this Agreement and the Guides; (B) the Loan Applicationor Mortgage Loan (as applicable) being approved by SWMC; and (C) SWMC’sreasonable ability to close the Mortgage Loan or purchase no later than theCommitment Expiration Date. In the event that these contingencies are not met,SWMC, in its sole discretion, shall have the right to either reject or reprice theLoan Application or Mortgage Loan. In no way or at any time shall locking of aMortgage Loan with or by SWMC commit SWMC to the approval or Funding of thesubject Mortgage Loan.Initials:________ BC App Ver. 7.7 10/06/2014 Page 7

iii. Best Effort/Mandatory Commitments; Pair-Off Fees. This Agreementcontemplates the parties entering into “Mandatory” or “Best Effort”Commitments. Unless specified to be a Mandatory Commitment, Commitmentsshall be deemed to be Best Efforts Commitments.A. Mandatory Commitments are not borrower- or property-specific. B/C agreesto pay a pair-off fee on the under-delivery or non-delivery of Mortgage Loanssubject to a Mandatory Commitment if the current market is higher than thecurrent Commitment price. The pair-off fee shall be calculated as set forth inthe applicable Guide.B. Best Effort Commitments are borrower- and property-specific, and B/C shalluse its best efforts and exercise good faith and fair dealing in delivering LoanApplications and/or related Mortgage Loans. B/C agrees to pay a non-deliverypair-off fee to SWMC in the event that B/C fails to deliver a Mortgage Loansubject to a Best Effort Commitment that has closed on or before the ninetieth(90 th ) day after the Commitment expiration date. In all other cases, B/C shallnot be responsible for a pair-off fee for non-delivery of a Mortgage Loansubject to a Best Effort Commitment. The pair-off fee shall be calculated asset forth in the applicable Guide.C. In no event shall B/C be entitled to recover any amounts for negative marketmovement pair-offs.b. Statement Of Broker/Correspondent Fees. Prior to preparation of Mortgage Loandocuments by SWMC, B/C agrees to provide to SWMC a written statement of all loanfees, points, and other expenses to be charged to borrowers in addition to SWMC’slocked-in interest rate, fees, points and other loan related fees and expenses. Thisstatement shall also identify any loan fees or expenses previously paid to B/C outsideof closing (POC). All fees which are paid to B/C by SWMC, the closing settlementagent or the borrower and which are required by RESPA to be shown on the HUD-1Settlement Statement must be identified on the statement required by thissubdivision. SWMC reserves the right to further limit the fees paid to B/C for any ofthe loan programs offered by SWMC. Such limitations shall be noted in the Guides.No origination fee shall exceed any limits imposed by, nor have any feature orcharacteristics forbidden by, applicable FHA, Fannie Mae or Investor requirementsand applicable federal, state or local laws, rules and regulations. The parties agreethat, notwithstanding any provisions in the Agreement to the contrary, thecompensation paid to B/C shall not be greater than the “reasonable value” of thegoods, facilities and other services provided by B/C.c. Appraisals. B/C shall order and obtain appraisals for Loan Application packagesprovided to SWMC. All such appraisals must strictly comply with all appraisalstandards, policies and procedures of SWMC, FHA (for FHA insured loans), FannieMae, Freddie Mac as well as those set forth in the FIRREA and in the UniformStandards of Professional Appraisal Standards. Appraisals are subject to SWMC’sreview and approval. All appraisers must be on HUD’s approved appraiser list, whichSWMC reserves the right to modify at any time. Appraisals ordered or submitted byB/C may not be prepared by any person or entity related to or affiliated with B/C,any of its owners, officers or employees.d. Appointment Of Trustee. If loan documents are prepared by the B/C, theappointment of trustees under any trust deeds or deeds of trust shall be subject tothe approval of SWMC.e. Conduct Of Closings And Fundings. All closings shall be conducted in accordancewith and subject to SWMC’s written closing instructions and conditions, on formsInitials:________ BC App Ver. 7.7 10/06/2014 Page 8

prescribed by SWMC. All fundings shall be conducted by settlement agents approvedby SWMC.f. Delivery Of Documentation. B/C shall deliver all Mortgage Loan Documentation inproper form to SWMC within ninety (90) days from the date of SWMC’s purchase,funding, or acquisition of a Mortgage Loan. B/C agrees to do all acts necessary toperfect SWMC’s title to any Mortgage Loan purchased, funded, or acquired by SWMC.In the event that B/C fails to timely deliver all Mortgage Loan Documentation, SWMC(in addition to its other rights and remedies under this Agreement) may withhold anyservicing release premium (“SRP”) payable on the Mortgage Loan or on any otherMortgage Loan purchase until such documentation is furnished. B/C shall forward alltrailing documents to SWMC promptly upon B/C’s receipt of such documents(including, without limitation, first and second recorded mortgages, deeds of trust, orsecurity instruments, including all riders and exhibits; final title policy, including allinvestor and/or SWMC required endorsements; recorded assignments andintervening assignments (if applicable); proof of MERS registration and transfer (ifassigned via MERS); and proof that loan is insured by the appropriate governingauthority (i.e. FHA, VA, etc.), and B/C shall cooperate with SWMC and promptly replyto SWMC’s requests regarding trailing documents.g. Overcharge Of Fees. In the event that fees have been charged on a Mortgage Loanin excess of those allowed by Applicable Law, Fannie Mae (if applicable), Freddie Mac(if applicable) or an Investor, B/C shall refund such excess fees directly to theborrower or reduce the fees charged at closing.h. Loans Delivered On A Servicing Released Basis. B/C agrees that Mortgage Loanssubmitted to SWMC are delivered on a servicing released basis. SWMC shall be theowner of all rights, including but not limited to the servicing rights, related to anyMortgage Loan submitted to SWMC pursuant to this Agreement.j. Compensation. B/C compensation shall be paid by SWMC upon confirmation of loanfunding without any outstanding funding conditions, recording, and receipt of thefinal HUD-1 Settlement Statement conforming to HUD guidelines and the Guides.Compensation questions by B/C shall be allowed for a maximum of forty-five (45)days after funding. After that period, SWMC shall conclude that the compensationpaid is final. If a Mortgage Loan does not fund and record within ten (10) days fromthe date borrower(s) signed the note SWMC is not responsible for any losses,including losses due to MIP remittance late fees, which will be paid by B/C.k. No Authority To Bind SWMC. B/C acknowledges that it has no authority, expressedor implied, to commit SWMC to lend funds or to approve a Loan Application orMortgage Loan. B/C shall not, under any circumstances, hold itself out to anyone ashaving such right, power, or authority. A commitment to lend shall be binding onSWMC only if executed by an individual designated by SWMC as having loansignature authority. SWMC, in its sole discretion, may acquire, fund or purchase aMortgage Loan. Nothing in this Agreement shall obligate SWMC to fund or purchaseany Mortgage Loan.l. Limitation of Liability. In no event shall SWMC, or any of its affiliates, partners,officers, employees, directors, agents, contractors, shareholders, subsidiaries, parentcompany, attorney’s, agents, representatives, successors or assigns, as such, beliable for any indirect, consequential, special, punitive, or exemplary damages arisingout of or related to SWMC’s failure to Fund a Mortgage Loan, whether based uponcontract or tort, even if such party has been advised of the possibility of suchdamages.m. Assignment of Mortgage Loan. In the event that a Mortgage Loan closes in the nameof B/C, B/C shall ensure that the Mortgage Loan is properly assigned to SWMC.Initials:________ BC App Ver. 7.7 10/06/2014 Page 9

n. Securitization. Seller recognizes that it is SWMC's intent to securitize some or all ofthe loans sold to SWMC by seller. Seller agrees to provide SWMC with all informationconcerning seller generally, and, if applicable, seller's servicing experience, as SWMCreasonably requests for inclusion in a prospectus or private placement memorandumpublished in connection with such securitization. Seller further agrees to cooperatefully with SWMC, rating agencies, attorneys, bond insurers, purchasers of loans orany other parties that may be involved in the sale or securitization of any loan,including, without limitation, all cooperation as may be necessary in order toaccommodate due diligence activity.o. Affiliated Providers. At the time of loan submission to SWMC, B/C shall provide acomplete written disclosure of its relationship with any Affiliated Service Provider thatprovides services in connection with the Mortgage Loan.p. SWMC’s Diligence. Notwithstanding anything to the contrary in this Agreement, thefailure of SWMC to identify or discover any deficiency or error with respect to anyMortgage Loan or failure to otherwise reject any such Mortgage Loan will not releaseB/C from its obligations to provide any other required documentation or correct anyerrors in accordance with the provisions of this Agreement, nor impair or diminish therights of SWMC or any of its successors under this Agreement with respect to abreach of the representations and warranties contained in this Agreement, includingbut not limited to SWMC’s or any of its successors’ rights to demand repurchase,indemnity or other relief or remedy provided for in this Agreement.3. REPRESENTATIONS AND WARRANTIESa. General Representations and Warranties. B/C represents, warrants, and covenantsto SWMC as follows:i. It is duly organized and existing, in good standing pursuant to the laws of thestate of its organization.ii.iii.iv.The execution, delivery and performance of this Agreement by B/C do not,and shall not, violate any provision of any law, rule, regulation, order, writ,judgment, injunction, decree, determination or award now or hereafterapplying to B/C.It has the requisite authority and capacity to enter into this Agreement, suchthat compliance with the terms and conditions of this Agreement does notviolate any provision of B/C's Articles of Incorporation, By-Laws, PartnershipAgreements or any other organizational or existential document.The terms, conditions and performance of this Agreement do not and shall notviolate any instrument relating to the conduct of B/C's business or any otheragreement to which B/C is a party.v. This Agreement constitutes, when duly executed and delivered by B/C, alegal, valid and binding obligation of B/C, enforceable against B/C according toits terms.vi.vii.There are to B/C's knowledge, no actions, suits or proceedings pending orthreatened against or affecting B/C or any of its assets before any court orgovernmental department, commission, board, bureau, agency orinstrumentality, domestic or foreign, (A) which if determined adversely toB/C, would have a material adverse affect on the financial condition oroperations of B/C; or (B) which involve the Mortgage Loan, the mortgagedproperty, or the borrower.At all times during the term of this Agreement, B/C, its employees andofficers, and each of them, have and shall maintain all applicable licenses inInitials:________ BC App Ver. 7.7 10/06/2014 Page 10

viii.all states to the extent necessary to properly and lawfully perform theirobligations pursuant to this Agreement. Without limitation, all such licensesshall be active and in good standing. B/C agrees to submit copies of saidlicenses to SWMC. B/C agrees to provide a copy of license renewals to SWMCas they are issued. B/C shall notify SWMC immediately if any such licenselapses, is suspended, or is revoked.B/C does not and shall not employ anyone, and shall not receive any LoanApplication from any borrower, whose name appears on (a) HUD’sexclusionary list, including, but not limited to, LDP, GSA, and CAIVRS,(b) themost recently published Freddie Mac Exclusionary List;(c) the most recent listwhich may be published from time to time by any government-sponsoredagency which shows individuals or companies which are excluded from doingbusiness with that agency.ix.B/C, prior to submitting a Loan Application or offering a Mortgage Loan forsale, has fully familiarized itself with the requirements of the Guides.x. B/C has all requisite corporate power or other power, and has allgovernmental licenses, authorizations, consents and approvals necessary toown its assets and carry on its business as now being or as proposed to beconducted.xi.Each of B/C and each guarantor, if any, is solvent and will not be renderedinsolvent by any the transactions contemplated by this Agreement and, aftergiving effect to such transaction(s), will not be left with an unreasonably smallamount of capital with which to engage in its business. Neither B/C nor anyguarantor intends to incur, nor does it believe that it has incurred, debtsbeyond its ability to pay such debts as they mature and is not contemplatingthe commencement of insolvency, bankruptcy, liquidation or consolidationproceedings or the appointment of a receiver, liquidator, conservator, trusteeor similar official in respect of such entity or any of its assets. Neither B/C norany guarantor has transferred any assets with any intent to hinder, delay ordefraud any of its creditors.xii. All information, reports, exhibits, schedules, financial statements orcertificates of B/C, any guarantor or any affiliate thereof or any of theirofficers furnished or to be furnished to SWMC in connection with thisAgreement, the guaranty or any other agreement between B/C, any guarantoror SWMC is true and complete and does not omit to disclose any materialfacts necessary to make the statements herein or therein, in light of thecircumstances in which they are made, not misleading.xiii.xiv.There is no action, proceeding or investigation pending with respect to whichB/C or any guarantor has received service of process or, to the best of B/C’sor either guarantor’s knowledge threatened against it before any court,administrative agency or other tribunal (A) asserting the invalidity of thisAgreement, the guaranty or any other agreement among the parties, (B)seeking to prevent the consummation of any of the transactions contemplatedby this Agreement, the guaranty or any other agreement among the parties,(C) making a claim individually in an amount greater than $25,000, (D)making a claim for an unspecified amount of damages, or (E) which mightmaterially and adversely affect the validity of the Mortgage Loans or theperformance by it of its obligations under, or the validity or enforceability ofthis Agreement, the guaranty or any other agreement among the parties.B/C, each guarantor and their respective subsidiaries have timely filed all taxreturns that are required to be filed by them and have paid all taxes, exceptfor any such taxes as are being appropriately contested in good faith byInitials:________ BC App Ver. 7.7 10/06/2014 Page 11

appropriate proceedings diligently conducted and with respect to whichadequate reserves have been provided. The charges, accruals and reserveson the books of B/C, each guarantor and their respective subsidiaries inrespect of taxes and other governmental charges are, in the opinion of B/C orany guarantor, as applicable, adequate.b. Representations And Warranties As To Each Loan Application Or Mortgage Loan. Asto each Loan Application or Mortgage Loan submitted to SWMC, B/C herebyrepresents, warrants and covenants as follows:i. The Loan Application or Mortgage Loan strictly complies with, and has beenoriginated, processed, closed, and Funded in accordance with the Guides,Applicable Law, the guidelines of the Insuring Agency, SWMC’s instructions,and FHA, HUD, VA, USDA-RD, Freddie Mac, Fannie Mae, or Investorguidelines. Credit information for every Loan Application is in accordance withthe standards of the Guides.ii.iii.iv.There are no circumstances existing that would permit the primary mortgageguaranty insurer to deny coverage.Each Mortgage Loan is insured, or within forty-five (45) days of loan closing orSWMC’s purchase, whichever is later, will be insured, by the Insuring Agency.There has been no error, omission, fraud, dishonesty, misrepresentation,negligence or similar occurrence on the part of any person (including withoutlimitation, B/C, an applicant or borrower, any appraiser, builder or developer,service provider, or other third party) in connection with the solicitation,origination, or insuring of the Loan Application or Mortgage Loan or inconnection with the sale of the Mortgage Loan to SWMC. For purposes of thisAgreement, B/C specifically covenants, represents and warrants that theknowledge and actions of B/C’s officers, directors, employees, representativesand agents shall be imputed to, and be deemed the actions of, B/C.v. All representations made by B/C to SWMC concerning the Mortgage Loan andall information contained in the Loan Application and in any documentprovided to SWMC have been verified by B/C as true and correct in allrespects. B/C acknowledges that SWMC relies on the information anddocuments supplied by B/C to make underwriting and funding decisions, andaccordingly, it is critical that such documents and information (whetherfurnished verbally or by e-mail or fax) are truthful, accurate, and complete.vi.vii.viii.All documents and instruments submitted in connection with the LoanApplication or Mortgage Loan are valid and genuine in every respect.There are no claims or defenses to the Loan Application or Mortgage Loan byreason of any act or omission of B/C or its directors, officers, agents, oremployees. No Mortgage Loan or Mortgaged Property is the subject of, andB/C is not aware of any facts which could give rise to, litigation or which couldaffect SWMC's ability to enforce the terms of the obligation or its rights underthe Mortgage Loan. B/C has no adverse information concerning the LoanApplication or Mortgage Loan or any applicant or borrower that it has notcommunicated to SWMC.All representations made by B/C to the applicant or borrower concerning theMortgage Loan are true and correct in all respects.c. Additional Representations And Warranties For Mortgage Loans. In addition to therepresentations and warranties set forth in subdivision (b), for each Mortgage Loansubmitted to SWMC, B/C further makes the additional representations, warranties,and covenants set forth (i) in the applicable Guide and (ii) as set forth on Schedule 1attached hereto.Initials:________ BC App Ver. 7.7 10/06/2014 Page 12

4. TERMINATIONa. This Agreement may be terminated (i) by either party, by giving notice oftermination to the other party in writing; or (ii) by SWMC, without prior notice, uponthe occurrence of an Event of Default.b. In the event of termination, this Agreement shall remain in full force and effect withrespect to all obligations existing at the time of any such notice, except that SWMCshall have no obligation to Fund any Mortgage Loans that have been submitted to orapproved by SWMC, whether or not such Loans have been “locked-in.”5. EVENTS OF DEFAULTThe following are Events of Default under this Agreement:a. Uncured Breach. B/C or any guarantor has breached any representation, warranty,covenant, or other obligation contained in this Agreement, any guaranty, the Guideor any other agreement between SWMC and B/C or any guarantor and B/C or anyguarantor has failed to cure such breach to the satisfaction of SWMC within ten (10)days of SWMC’s notice thereof; provided, that, with respect to the representationsand warranties which are made to the best of the B/C’s or any guarantor’sknowledge, if it is discovered by B/C, any guarantor or SWMC that the substance ofsuch representation and warranty is inaccurate and such inaccuracy materially andadversely affects the value of the related Mortgage Loan or the interests of SWMCtherein, notwithstanding B/C’s or any guarantor’s lack of knowledge with respect tothe substance of such representation or warranty, such inaccuracy shall be deemed abreach of the applicable representation or warranty.b. Failure to Deliver Documents. B/C fails to provide all of the documentation requiredby SWMC and/or fails to satisfy all other requirements of this Agreement withinninety (90) days following the funding date (or in the case of a closed MortgageLoan, the purchase date (“Purchase Date”) of such loan).c. Bankruptcy, Insolvency. B/C or any guarantor becomes insolvent; institutes or hasinstituted against it a proceeding in bankruptcy or under any insolvency law or forreorganization, receivership or dissolution; otherwise seeks to take advantage or anybankruptcy or insolvency statutes; admits in writing its inability to pay its debts asthey mature; makes an assignment for the benefit of its creditors; consents to theappointment of a trustee, receiver or similar person or entity for all or a substantialpart of its property; discontinues its business; or adopts a resolution providing fordissolution or a liquidation of its business.d. No Mortgage Insurance. A Mortgage Loan is not insured or guaranteed, asapplicable, by the Insuring Agency within forty-five (45) calendar days of closing, or,in the reasonable judgment of SWMC, the related mortgage insurance or guarantycertificate cannot be obtained, or any required mortgage insurance or guaranty,lapses, is rescinded, or claim thereon is denied or not paid (except for the negligenceof SWMC).e. Loan Ineligible For Purchase. In the reasonable judgment of SWMC, the MortgageLoan is not eligible for Ginnie Mae, Fannie Mae, or Freddie Mac pool participation orwhole loan purchase or purchase by an Investor.f. Investor Demand. For reasons other than the action of SWMC, an Investor requiresSWMC to repurchase a Mortgage Loan, indemnify the Investor, or reimburse theInvestor for pricing premiums, fees, or other losses.g. Early Payment Default. Occurrence of an early payment default (“EPD”). On aforward Mortgage Loan, an EPD occurs when a borrower becomes ninety (90) daysdelinquent on one of the first six (6) scheduled monthly payments due on theInitials:________ BC App Ver. 7.7 10/06/2014 Page 13

Mortgage Loan note. On a reverse Mortgage Loan, an EPD occurs when any groundfor acceleration of the debt occurs within the first six (6) months after Funding.h. Early Loan Pre-Payment. An early loan pre-payment (“Early Pre-Payment”) occurs.An Early Pre-Payment occurs when (i) a Mortgage Loan is paid off in full within thefirst six (6) months following loan closing or Funding, whichever is later; or (ii) whereB/C refinances the loan through a lender other than SWMC within six (6) months ofloan closing or Funding, whichever is later. Notwithstanding the foregoing, B/C isprohibited from directly or indirectly soliciting for a potential refinance any borroweron a Mortgage Loan that B/C sold to SWMC or causing any such borrower on aMortgage Loan that B/C sold to SWMC to be solicited by a third party for a potentialrefinance.i. Borrower/Applicant Claims. An applicant or borrower on any Mortgage Loan: (i)makes a claim to SWMC relating to any misrepresentation, misconduct or negligenceby B/C when the borrower was solicited or the Mortgage Loan was originated; and/or(ii) SWMC is named in any litigation relating to B/C’s or any guarantor’smisrepresentations, negligence or misconduct, or when a Mortgage Loan wasoriginated.6. REMEDIESa. Upon the occurrence of an Event of Default, SWMC may elect, at its sole discretion,any one or more of the following remedies:I. Cure. B/C may be required to cure the error.II.III.Repurchase. B/C agrees to repurchase the Mortgage Loan (or the mortgagedproperty, if title thereto is held by SWMC) at a price equal to the sum of (i)the then outstanding principal balance of the Mortgage Loan to berepurchased, plus (ii) accrued interest thereon at the mortgage interest ratefrom the date to which interest had last been paid through the date of suchrepurchase, plus (iii) the amount of any outstanding advances owed to anyservicer, plus (iv) SWMC’s reasonable and customary out-of-pocket expensesincurred by SWMC in transferring such Mortgage Loan, including, withoutlimitation, expenses incurred for maintenance and repairs, assessments, taxesand similar items, to the extent not paid out of an escrow account transferredby B/C to SWMC, plus (v) all lost profits suffered by SWMC in connection withthe Mortgage Loan repurchased, plus (vi) all costs and expenses incurred inthe enforcement of the Seller’s repurchase obligation hereunder and plus (vii)$2,000 as reimbursement for SWMC’s administrative expenses relating tosuch Mortgage Loan. All repurchases shall be completed within twenty (20)days following receipt of written notice from SWMC to repurchase.Indemnification. B/C agrees to indemnify and defend and hold SWMC, and itsofficers, directors, employees, employees, agents, shareholders,representatives, successors, assigns, agents and affiliates (collectively, the“Indemnitees”), harmless from and against, and shall reimburse theIndemnitees with respect to, any and all losses, damages, demands, claims,liabilities, costs and expenses, including reasonable attorneys’ fees, whetheror not a lawsuit is filed (collectively, “Losses”), of any nature or causewhatsoever, incurred by reason of or arising out of or in connection with: (A)an Event of Default; (B) an investigation undertaken by SWMC with respect toany document included as part of a Loan Application package or MortgageLoan; (C) a claim by an applicant or borrower resulting from SWMC’s failureor refusal to Fund a Mortgage Loan; (D) a claim by an applicant or borrowerarising out of B/C’s charging fees in excess of those allowed by ApplicableLaw, Fannie Mae (if applicable), Freddie Mac (if applicable) or an Investor; orInitials:________ BC App Ver. 7.7 10/06/2014 Page 14

(E) errors, omissions, and intentional misconduct of B/C or any AffiliatedService Provider; or (F) any claims by an applicant or borrower that B/Ccommitted any wrongful act, failed to take any necessary action, or made anymisrepresentations in the solicitation and/or origination of a Mortgage Loan.IV. Anticipated Claim. In addition to and in no way limitating any of SWMC’sother rights and remedies under this Agreement, in the event that (i) anyInvestor, Insuring Agency, private mortgage insurer or any other person orentity makes a demand for repurchase, indemnity or any other claim seekingdamages or equitable relief with respect to any Mortgage Loan or (ii) SWMCor any other person or entity discovers any defect in any Mortgage Loan(including without limitation any TILA, RESPA or any other potential current orcontingent liability with respect to such Mortgage Loan) ((i) and (ii) above,collectively, a “Claim”), then in each such instance B/C shall deposit withSWMC United States dollars in an amount equal to the Claim made by suchInvestor, Insuring Agency, private mortgage insurer, SWMC or any otherperson or entity. SWMC will hold such funds until such time as the Claim isresolved. Once a final resolution has been reached SWMC will either (i) remitany excess monies deposited by B/C with SWMC in respect of such Claim backto B/C, or (ii) demand additional monies from B/C to the extent that themonies previously delivered by B/C were insufficient to fully satisfy the Claim.SWMC shall have the right, in its sole and absolute discretion, to decrease orincrease the amount of money to be deposited with it under this sub-sectionbased on revised, new or additional demands made by any Investor, InsuringAgency, private mortgage insurer, SWMC or any other person or entity withrespect to the Mortgage Loan or based on SWMC’s good faith judgment thatthe amount of such Claim has changed. Nothing in this Agreement shall beinterpreted to limit any other remedy SWMC may have herein or underApplicable Law.V. EPD Remedy. In the event of an EPD, in addition to the other remediesavailable to SWMC under Section 6, B/C shall (A) return the Yield SpreadPremium (“YSP”), SRP, commissions, and any other consideration paid bySWMC to B/C or on B/C’s behalf; (B) pay any fee charged by the Investor inconnection with the EPD; and (C) pay $2,000 to SWMC as reimbursement forSWMC’s administrative expenses.VI.VII.Early Pre-Payment. In the event of an Early Pre-Payment, in addition to theother remedies available to SWMC under Section 6, B/C shall within ten (10)days: (A) pay to SWMC an amount equal to the SRP, YSP, and any otherconsideration paid by SWMC to B/C or on B/C’s behalf; (B) pay any Investorcharge to SWMC for the Early Pre-Payment; and (C) pay SWMC $2,000 forreimbursement of SWMC’s administrative expenses.Right Of Offset. SWMC shall have the right to deduct any amounts owed byB/C to SWMC (including unreimbursed Losses) from any amount owed bySWMC to B/C (“Right of Offset”). This Right of Offset may be exercised bySWMC at any time, and from time to time, without prior notice to or demandupon B/C; provided, however, absent an Event of Default, SWMC shall provideB/C with two (2) days notice prior to effectuating a Right to Offset and B/Cshall have the right to cure the event giving rise to the Right to Offset withinsuch two day period. The rights to prior notice or demand upon B/C arehereby waived by B/C.b. Upon the occurrence of an Event of Default and SWMC’s election of the remedies,SWMC will invoice B/C for the amount of estimated Losses. B/C agrees to pay theinvoiced amounts within ten (10) days. SWMC, upon determination of the actualamount of Losses, will refund any excess amounts to B/C.Initials:________ BC App Ver. 7.7 10/06/2014 Page 15

c. SWMC, in its sole discretion, may withhold any amount payable to B/C during anyinvestigation of a potential or actual breach of a representation, warranty, orcovenant under this Agreement or an Event of Default, and SWMC may use anyfunds so withheld to pay for any legal fees and/or costs incurred by SWMC inconnection therewith; provided that SWMC shall provide an accounting of the use ofsuch funds upon written request by B/C.d. In the event that SWMC is the subject of any claim, demand, notice or cause ofaction by an applicant or borrower on any Mortgage Loan relating to the actions orinactions of B/C when the applicant or borrower was solicited or the Mortgage Loanwas originated, SWMC may, at its sole and absolute discretion, retain counsel todefend SWMC against such claims, and the cost and fees incurred shall be paid byB/C. In addition, to the extent SWMC reasonably determines that it is necessary orprudent to settle such claim, demand, notice or cause of action, SWMC may used anyamounts held pursuant to Section 6(c) above towards such settlement.e. The remedies provided for in this Section shall survive the termination of theAgreement and such remedies are cumulative and non-exclusive, and shall be inaddition to any and all other remedies available to SWMC. The remedies provided inthis Section shall not be affected by SWMC taking any of the following actions with orwithout notice to B/C: (i) liquidation, repayment, retirement, or sale or resale of anyMortgage Loan; (ii) foreclosure of any Mortgage Loan; or (iii) sale or resale of anyreal or personal property securing any Mortgage Loan.7. NONEXCLUSIVE AGREEMENTEach party’s rights under this Agreement are on a nonexclusive basis, and each party shallbe free to contract with other parties for the purposes set forth herein.8. INDEPENDENT CONTRACTORSWMC and B/C are, and shall remain, independent contractors under the terms of thisAgreement. The provisions of this Agreement shall not be construed as reserving to B/Cany right to bind SWMC, or exercise control or direction of SWMC, its activities, employees,or agents. Neither party to this Agreement shall have authority to employ any person as anemployee or agent of the other party. Except as provided herein, neither party to thisAgreement, nor any person performing duties for, or engaging in activities at the request of,either party, shall be deemed to be an employee or agent of the other party unlessauthorized in writing by SWMC.9. REVIEW OF B/C OPERATIONS, FINANCIALS, AND CREDIT REPORTa. Review Of Operations. SWMC shall be entitled to audit B/C’s operations, practices,policies and procedures, inspect its premises, from time to time during businesshours upon reasonable notice, so that SWMC may perform quality control tests. B/Cshall fully cooperate with SWMC in such reviews.b. Financial Statements. B/C agrees to provide to SWMC at least annually (or morefrequently if reasonably required by SWMC) current financial statements consisting ofprofit and loss statements and balance sheets and any other documents, records orother information reasonably requested by SWMC. “Current” is defined as the mostrecently completed quarter.c. Credit Report. B/C authorizes SWMC to obtain a business credit report with respectto B/C upon B/C’s execution of this Agreement and from time to time thereafter asdeemed necessary or appropriate by SWMC.Initials:________ BC App Ver. 7.7 10/06/2014 Page 16

10. NOTIFICATION OF DISCIPLINARY OR OTHER ACTIONa. B/C shall promptly notify SWMC in writing of the threat, initiation, pendency, orresolution of any disciplinary, enforcement, or criminal action, lawsuit, administrativeproceeding, or similar action, proceeding, or investigation by FHA, VA, Freddie Mac,Fannie Mae, HUD, Ginnie Mae, or any state or federal agency having jurisdiction overreal estate, housing, banking, or financial institutions against B/C of any of B/C’saffiliated companies, or against any of the directors, officers, employees, or agents ofeither B/C or any of B/C’s affiliated companies.b. B/C shall promptly notify SWMC in the event that any director, officer, or loan officerof either B/C or any of B/C’s affiliated companies is charged with or convicted of (i)any crime involving dishonesty or fraud; or (ii) of any felony, irrespective of thenature of the crime.c. B/C shall promptly notify SWMC in writing of (i) the occurrence of any breach of arepresentation or warranty as set forth in this Agreement; (ii) any litigation orproceeding affecting B/C, if adversely determined, could have a material adverseeffect on the business, operations, property or financial or other condition of B/C orthe ability of B/C to perform its obligations hereunder; (iii) receipt by B/C of noticefrom any agency concerning revocation, suspension or any other adverse action orpotential action relating to any of B/C’s licenses to conduct its business; or (iv) anymaterial adverse change in the business, operations, property or financial or othercondition of B/C.11. POWER OF ATTORNEYB/C does hereby irrevocably make, constitute and appoint SWMC and any of its properlydesignated officers, employees, or agents as the true and lawful attorneys of B/C with powerto sign the name of B/C on any document or instrument that, in SWMC’s reasonable opinion,must be signed in order to effectuate the terms and provisions of this Agreement, including,but not limited to, any assignments, and/or endorsements of loan documents pertaining toany Mortgage Loan Funded by SWMC. This power, being coupled with an interest, isirrevocable until this Agreement is terminated and all of the B/C’s obligations hereunderhave been fully satisfied.12. RESERVED13. NOTICESAny notice necessary to be given under the provisions of this Agreement shall be sufficient ifin writing and delivered either personally or by mail, first-class postage prepaid or nationallyrecognized overnight carrier to the address on file in each Party’s records relating to theother Party. Notices sent by first class mail shall be deemed received three days followingthe date when mailed, and notices personally delivered or sent by overnight carrier shall bedeemed received on the earlier of actual receipt or two days after sending.14. NON-DISCLOSURE OF CONFIDENTIAL INFORMATIONNeither B/C or SWMC shall disclose any Confidential Information of the other party to anyperson or entity other than with the prior written consent of the other party except (i) tosuch party’s counsel; (ii) as may be strictly necessary for such party to perform its dutiesunder the terms of this Agreement; or (ii) pursuant to a subpoena or order issued by a courtof competent jurisdiction or administrative or legislative body. Further, each of B/C andSWMC will comply with all applicable federal state, and local privacy laws, rules, regulationsand ordinances including, without limitation, Title V of the Gramm-Leach-Bliley Act and theregulations promulgated hereunder. To the extent that any such privacy laws, rules,Initials:________ BC App Ver. 7.7 10/06/2014 Page 17

egulations or ordinances require additional or modified security, privacy, or confidentialityagreements between SWMC and B/C, each party hereto agrees to execute such additional ormodified agreements as requested from time to time by the other party. B/C and SWMCshall notify the other party immediately of any disclosure of Confidential Information inviolation of this Agreement.If B/C or SWMC receives such a subpoena or order requesting it to disclose any ConfidentialInformation, such party shall notify the other party of the subpoena or order as soon asreasonably practicable and reasonably cooperate with the other party in taking steps toresist or narrow the request for Confidential Information or to obtain assurances that theconfidentiality of the Confidential Information shall be maintained to the extent feasible.15. RECORDING OF TELEPHONE CONVERSATIONSB/C acknowledges that SWMC and its agents may record telephone conversations betweenB/C and SWMC by electronic recording equipment, and B/C consents to such recording. Thisauthorization constitutes standing and continuing permission to record all telephoneconversations, and SWMC need not give specific notice of the recording of any particulartelephone conversation.16. MISCELLANEOUSa. Applicable Law. This Agreement is deemed to have been made in Cerritos,California, and it shall be interpreted and construed in accordance with, and shall begoverned by, the laws of the State of California. Any suit or proceeding shall bebrought in the federal or state courts located in Los Angeles County, California, whichcourts shall have sole and exclusive in persona, subject matter and other jurisdictionin connection with such suit or proceedings, and venue shall be appropriate for allpurposes in such courts. B/C expressly waives all defenses based on lack ofjurisdiction and inconvenient venue.b. Waiver Of Jury Trial. IN THE EVENT OF ANY LITIGATION ARISING FROM THISAGREEMENT, SWMC AND B/C HEREBY AGREE TO WAIVE ANY RIGHTS TO A JURYTRIAL.c. No Modification. No provision of this Agreement shall be modified except with theprior written consent of SWMC and B/C.d. No Assignment By B/C. Neither this Agreement nor any rights hereunder shall beassignable or delegable by B/C without SWMC’s prior written consent, which may bewithheld in SWMC’s sole discretion.e. Severability. Should any provision of this Agreement, for any reason, be declaredinvalid by a court of competent jurisdiction, such declaration shall not affect thevalidity of the remaining provisions, which shall remain in full force and effect.f. Authorized Signatories. Both SWMC and B/C acknowledge that the individualsexecuting this document, and any other persons designated by these individuals inwriting, are fully authorized by SWMC and B/C as the case may be, and by theirrespective boards of directors to enter into a binding commitment for the purchase orsale, respectively, of Mortgage Loans.g. Time Of The Essence. B/C understands and agrees that time is of the essence withrespect to each and every provision of this Agreement, in particular, with respect tothe Commitments entered into pursuant to this Agreement.h. Headings, Joint Preparation. Headings contained on this Agreement are for referencepurposes only and shall not affect in any way the meaning or interpretation of thisAgreement. This Agreement shall be deemed to have been drafted jointly by theInitials:________ BC App Ver. 7.7 10/06/2014 Page 18

parties, and any ambiguity in this Agreement shall not be construed against anydrafter and shall be construed equally against each party.i. Waiver. Neither (i) any failure of a party to exercise any right given to it under thisAgreement or to insist on the other party’s strict compliance with any obligation ofthis Agreement nor (ii) any custom or practice of the parties or of the industry that isat variance with the terms of this Agreement shall constitute a waiver of eitherparty’s right to demand of the other party exact compliance with the terms andconditions of this Agreement. Waiver, by either party of a particular default by theother party shall not affect or impair the first party’s rights with respect to anysubsequent default by the other party, whether of the same or of a different nature.Nor should any delay or omission of either party to exercise rights arising from adefault of the other party affect or impair the first party’s right with respect to thatdefault or any subsequent default.j. Entire Agreement. This Agreement, and the Guides and Program Guidelines andother documents referenced herein contains the entire agreement of the parties, andany representatives, inducements, promises, or agreements between the parties notcontained herein or therein shall have no force and effect.k. Attorneys’ Fees and Costs. In the event of any controversy, claim or action betweenthe parties, arising from or related to this agreement, the prevailing party will beentitled to receive from the other party its reasonable attorneys' fees and costs.l. Successors and Assigns. This Agreement is binding upon, and will inure to thebenefit of, the parties to this agreement, and their respective successors and/orassigns.m. Further Assurances. B/C and any guarantor required by SWMC in its sole andabsolute discretion agrees to execute and deliver to the SWMC such reasonable andappropriate additional documents, instruments or agreements as may be necessaryor appropriate to effectuate the purposes of this Agreement, including, withoutlimitation, any personal guaranty required by SWMC of B/C’s equity holders.n. Counterparts, Electronic/Facsimile Signature. This Agreement may be signed in anynumber of counterparts and by the different parties hereto on separate counterparts,each of which when so executed and delivered shall be an original, but all of whichshall collectively constitute one and the same agreement. The Agreement shall beeffective with the facsimile or scanned signature of the parties, and such facsimile orscanned signature shall be deemed an original for all purposes.(signature page follows)Initials:________ BC App Ver. 7.7 10/06/2014 Page 19

IN WITNESS WHEREOF, The parties have signed this Mortgage Broker and CorrespondentAgreement as of the date and year shown in the first sentence of this Agreement, therebyacknowledging their acceptance of the terms and conditions set forth herein, and of theterms and conditions contained in the Addendum(s) and Exhibits attached hereto.Broker/Correspondent:_______________________________By: ____________________________________________Name: ____________________________________________Title: ____________________________________________SUN WEST MORTGAGE COMPANY, INC.By: ____________________________________________Name: ____________________________________________Title: ____________________________________________Initials:________ BC App Ver. 7.7 10/06/2014 Page 20

Schedule 1REPRESENTATIONS AND WARRANTIES WITH RESPECT TOMORTGAGE LOANS(a) Payments Current. All payments required to be made up to thepurchase date for the Mortgage Loan under the terms of the mortgage note have been madeand credited. No payment required under the Mortgage Loan is delinquent nor has anypayment under the Mortgage Loan been delinquent at any time since the origination of theMortgage Loan and, no foreclosure action or private or public sale under the UniformCommercial Code has ever to the knowledge of B/C, been threatened or commenced withrespect to the Mortgage Loan. The first monthly payment shall be made, or shall have beenmade, with respect to the Mortgage Loan on its due date or within the grace period, all inaccordance with the terms of the related mortgage note.(b) No Outstanding Charges. All taxes, governmental assessments,insurance premiums, water, sewer and municipal charges, leasehold payments or groundrents which previously became due and owing have been paid, or an escrow of funds hasbeen established in an amount sufficient to pay for every such item which remains unpaidand which has been assessed but is not yet due and payable. B/C has not advanced funds,or induced, solicited or knowingly received any advance of funds by a party other than theborrower, directly or indirectly, for the payment of any amount required under the MortgageLoan, except for interest accruing from the date of the mortgage note or date ofdisbursement of the proceeds of the Mortgage Loan, whichever is earlier, to the day whichprecedes by one month the due date of the first installment of principal and/or interestthereunder.(c) Original Terms Unmodified. The terms of the mortgage note andMortgage have not been impaired, waived, altered or modified in any respect, from the dateof origination; except by a written instrument which has been recorded, if necessary toprotect the interests of Buyer, and which has been delivered to SWMC or its custodian andthe terms of which are reflected in the custodial mortgage loan schedule. The substance ofany such waiver, alteration or modification has been approved by the title insurer, to theextent required, and its terms are reflected on the custodial mortgage loan schedule. Noborrower in respect of the Mortgage Loan has been released, in whole or in part, except inconnection with an assumption agreement approved by the title insurer, to the extentrequired by such policy, and which assumption agreement is part of the mortgage filedelivered to the SWMC or its custodian and the terms of which are reflected in the custodialmortgage loan schedule.(d) No Defenses. The Mortgage Loan is not subject to any right ofrescission, set-off, counterclaim or defense, including, without limitation, the defense ofusury, nor will the operation of any of the terms of the mortgage note or the mortgage, orthe exercise of any right thereunder, render either the mortgage note or the mortgageunenforceable, in whole or in part and no such right of rescission, set-off, counterclaim ordefense has been asserted with respect thereto, and no borrower in respect of the MortgageLoan was a debtor in any state or federal bankruptcy or insolvency proceeding at the timethe Mortgage Loan was originated. Borrower did not have a prior bankruptcy. borrower didnot previously own property that was the subject of a foreclosure during the time theborrower was the owner of record. B/C has no knowledge nor has it received any noticethat any borrower in respect of the Mortgage Loan is a debtor in any state or federalbankruptcy or insolvency proceeding. B/C has no knowledge of any circumstances orcondition with respect to the mortgage, the mortgaged property, the borrower or theborrower’s credit standing that could reasonably be expected to cause investors to regardthe Mortgage Loan as an unacceptable investment, cause the Mortgage Loan to becomedelinquent or materially adversely affect the value or marketability of the Mortgage Loan.Initials:________ BC App Ver. 7.7 10/06/2014 Page 21

(e) Hazard Insurance. The mortgaged property is insured by a fire andextended perils insurance policy, issued by a qualified insurer, and such other hazards asare customary in the area where the mortgaged property is located, and to the extentrequired by B/C as of the date of origination consistent with the Guides, against earthquakeand other risks insured against by persons operating like properties in the locality of themortgaged property, in an amount not less than the greatest of (i) 100% of the replacementcost of all improvements to the mortgaged property, (ii) the outstanding principal balance ofthe Mortgage Loan, or (iii) the amount necessary to avoid the operation of any co-insuranceprovisions with respect to the mortgaged property, and consistent with the amount thatwould have been required as of the date of origination in accordance with the Guides. If anyportion of the mortgaged property is in an area identified by any federal governmentalauthority as having special flood hazards, and flood insurance is available, a flood insurancepolicy meeting the current guidelines of the Federal Emergency Management Agency is ineffect with a generally acceptable insurance carrier, in an amount representing coverage notless than the least of (1) the outstanding principal balance of the Mortgage Loan (2) the fullinsurable value of the mortgaged property, and (3) the maximum amount of insuranceavailable under the National Flood Insurance Act of 1968, as amended by the Flood DisasterProtection Act of 1974. All such insurance policies (collectively, the “hazard insurancepolicy”) contain a standard mortgagee clause naming B/C, its successors and assigns(including, without limitation, subsequent owners of the Mortgage Loan), as mortgagee, andmay not be reduced, terminated or canceled without 30 days’ prior written notice to themortgagee. No such notice has been received by B/C. All premiums on such insurancepolicy have been paid. The related Mortgage obligates the borrower to maintain all suchinsurance and, at such borrower’s failure to do so, authorizes the mortgagee to maintainsuch insurance at the borrower’s cost and expense and to seek reimbursement thereforefrom such borrower. Where required by state law or regulation, the borrower has beengiven an opportunity to choose the carrier of the required hazard insurance, provided thepolicy is not a “master” or “blanket” hazard insurance policy covering a condominium, or anyhazard insurance policy covering the common facilities of a planned unit development. Thehazard insurance policy is the valid and binding obligation of the insurer and is in full forceand effect. B/C has not engaged in, and has no knowledge of the borrower’s havingengaged in, any act or omission which would impair the coverage of any such policy, thebenefits of the endorsement provided for herein, or the validity and binding effect of eitherincluding, without limitation, no unlawful fee, commission, kickback or other unlawfulcompensation or value of any kind has been or will be received, retained or realized by anyattorney, firm or other person, and no such unlawful items have been received, retained orrealized by B/C.(f) Environmental Compliance. There does not exist on the mortgagedproperty any hazardous substances, hazardous wastes or solid wastes, as such terms aredefined in the Comprehensive Environmental Response Compensation and Liability Act, theResource Conservation and Recovery Act of 1976, or other applicable federal, state or localenvironmental laws including, without limitation, asbestos, in each case in excess of thepermitted limits and allowances set forth in such environmental laws to the extent such lawsare applicable to the mortgaged property. There is no pending action or proceeding directlyinvolving the mortgaged property in which compliance with any environmental law, rule orregulation is an issue; there is no violation of any applicable environmental law (including,without limitation, asbestos), rule or regulation with respect to the mortgaged property; andnothing further remains to be done to satisfy in full all requirements of each such law, ruleor regulation constituting a prerequisite to use and enjoyment of said property.(g) Compliance with Applicable Laws. Any and all requirements of anyfederal, state or local law including, without limitation, usury, truth-in-lending, real estatesettlement procedures, consumer credit protection, equal credit opportunity or disclosurelaws applicable to the Mortgage Loan have been complied with, the consummation of theInitials:________ BC App Ver. 7.7 10/06/2014 Page 22

transactions contemplated hereby will not involve the violation of any such laws orregulations, and B/C shall maintain or shall cause its agent to maintain in its possession,available for the inspection of Buyer, and shall deliver to SWMC, upon demand, evidence ofcompliance with all such requirements.(h) No Satisfaction of Mortgage. The mortgage has not been satisfied,canceled, subordinated or rescinded, in whole or in part, and the mortgaged property hasnot been released from the lien of the mortgage, in whole or in part, nor has any instrumentbeen executed that would effect any such release, cancellation, subordination or rescission.B/C has not waived the performance by the borrower of any action, if the borrower’s failureto perform such action would cause the Mortgage Loan to be in default, nor has B/C waivedany default resulting from any action or inaction by the borrower.(i) Location and Type of mortgaged property. The mortgaged propertyconsists of a single parcel of real property with a detached single family residence erectedthereon, or a two- to four-family dwelling, or an individual condominium unit in a low-riseco-op project, or an individual unit in a planned unit development or a de minimis plannedunit development; provided, however, that any condominium unit, co-op unit or plannedunit development shall conform with the applicable Fannie Mae and Freddie Macrequirements regarding such dwellings or shall conform to underwriting guidelinesacceptable to SWMC in its sole discretion and that no residence or dwelling is a mobilehome. No portion of the mortgaged property is used for commercial purposes; provided,that, the mortgaged property may be a mixed use property if such mortgaged propertyconforms to underwriting guidelines acceptable to SWMC in its sole discretion.(j) Valid First Lien. The mortgage is a valid, subsisting, enforceable andperfected with respect to each first lien Mortgage Loan, first priority lien and first prioritysecurity interest on the real property included in the mortgaged property, including allbuildings on the mortgaged property and all installations and mechanical, electrical,plumbing, heating and air conditioning systems located in or annexed to such buildings, andall additions, alterations and replacements made at any time with respect to the foregoing.The lien of the mortgage is subject only to:a. the lien of current real property taxes and assessments not yet due andpayable;b. covenants, conditions and restrictions, rights of way, easements and othermatters of the public record as of the date of recording acceptable to prudent mortgagelending institutions generally and specifically referred to in SWMC’s title insurance policydelivered to the originator of the Mortgage Loan and (a) referred to or otherwise consideredin the appraisal made for the originator of the Mortgage Loan or (b) which do not adverselyaffect the appraised value of the mortgaged property set forth in such appraisal;c. other matters to which like properties are commonly subject which do notmaterially interfere with the benefits of the security intended to be provided by themortgage or the use, enjoyment, value or marketability of the related mortgaged property.Any security agreement, chattel mortgage or equivalent document related to and deliveredin connection with the Mortgage Loan establishes and creates a valid, subsisting andenforceable first lien and first priority security interest on the property described therein andB/C has full right to pledge and assign the same to SWMC. The mortgaged property wasnot, as of the date of origination of the Mortgage Loan, subject to a mortgage, deed of trust,deed to secure debt or other security instrument creating a lien subordinate to the lien ofthe mortgage.Initials:________ BC App Ver. 7.7 10/06/2014 Page 23

(k) Validity of Mortgage Documents. The mortgage note and themortgage and any other agreement executed and delivered by a borrower or guarantor, ifapplicable, in connection with a Mortgage Loan are genuine, and each is the legal, valid andbinding obligation of the maker thereof enforceable in accordance with its terms. All partiesto the mortgage note, the mortgage and any other such related agreement had legalcapacity to enter into the Mortgage Loan and to execute and deliver the mortgage note, themortgage and any such agreement, and the mortgage note, the mortgage and any othersuch related agreement have been duly and properly executed by such related parties. Nofraud, error, omission, misrepresentation, negligence or similar occurrence with respect to aMortgage Loan has taken place on the part of any Person, including, without limitation, theborrower, any appraiser, any builder or developer, or any other party involved in theorigination of the Mortgage Loan. B/C has reviewed all of the documents constituting themortgage file and has made such inquiries as it deems necessary to make and confirm theaccuracy of the representations set forth herein. To the best of B/C’s knowledge, except asdisclosed to SWMC in writing, all tax identifications and property descriptions are legallysufficient; and tax segregation, where required, has been completed.(l) Full Disbursement of Proceeds. There is no further requirement forfuture advances under the Mortgage Loan, and any and all requirements as to completion ofany on-site or off-site improvement and as to disbursements of any escrow funds thereforehave been complied with. All costs, fees and expenses incurred in making or closing theMortgage Loan and the recording of the mortgage were paid, and the borrower is notentitled to any refund of any amounts paid or due under the mortgage note or mortgage.All broker fees have been properly assessed to the borrower and no claims will arise as tobroker fees that are double charged and for which the borrower would be entitled toreimbursement.(m) Ownership. B/C has full right to sell the Mortgage Loan to SWMC freeand clear of any encumbrance, equity, participation interest, lien, pledge, charge, claim orsecurity interest, and has full right and authority subject to no interest or participation of, oragreement with, any other party, to sell each Mortgage Loan pursuant to this Agreementand following the sale of each Mortgage Loan, SWMC will own such Mortgage Loan free andclear of any encumbrance, equity, participation interest, lien, pledge, charge, claim orsecurity interest except any such security interest created pursuant to the terms of thisAgreement.(n) Doing Business. All parties which have had any interest in theMortgage Loan, whether as mortgagee, assignee, pledgee or otherwise, are (or, during theperiod in which they held and disposed of such interest, were) (i) in compliance with anyand all applicable licensing requirements of the laws of the state wherein the mortgagedproperty is located, and (ii) either (A) organized under the laws of such state, (B) qualifiedto do business in such state, (C) a federal savings and loan association, a savings bank or anational bank having a principal office in such state, or (D) not doing business in such state.(o) Title Insurance. The Mortgage Loan is covered by either (i) anattorney’s opinion of title and abstract of title, the form and substance of which is acceptableto prudent mortgage lending institutions making mortgage loans in the area wherein themortgaged property is located or (ii) an ALTA lender’s title insurance policy or othergenerally acceptable form of policy or insurance acceptable to Fannie Mae or Freddie Macand each such title insurance policy is issued by a title insurer acceptable to Fannie Mae orFreddie Mac and qualified to do business in the jurisdiction where the mortgaged property islocated, insuring B/C, its successors and assigns, as to the first priority lien of the Mortgage,as applicable, in the original principal amount of the Mortgage Loan, with respect to aMortgage Loan (or to the extent a mortgage note provides for negative amortization, themaximum amount of negative amortization in accordance with the mortgage), subject onlyInitials:________ BC App Ver. 7.7 10/06/2014 Page 24

to the exceptions contained in clauses (a), (b) and (c) of paragraph (i) of this Schedule 1,and in the case of adjustable rate Mortgage Loans, against any loss by reason of theinvalidity or unenforceability of the lien resulting from the provisions of the mortgageproviding for adjustment to the mortgage interest rate and Monthly payment. Whererequired by state law or regulation, the borrower has been given the opportunity to choosethe carrier of the required mortgage title insurance. Additionally, such lender’s titleinsurance policy affirmatively insures ingress and egress and against encroachments by orupon the mortgaged property or any interest therein. The title policy does not contain anyspecial exceptions (other than the standard exclusions) for zoning and uses and has beenmarked to delete the standard survey exception or to replace the standard survey exceptionwith a specific survey reading. B/C, its successors and assigns, are the sole insured’s of suchlender’s title insurance policy, and such lender’s title insurance policy is valid and remains infull force and effect and will be in force and effect upon the consummation of thetransactions contemplated by this Agreement. No claims have been made under suchlender’s title insurance policy, and no prior holder or servicer of the related mortgage,including B/C, has done, by act or omission, anything which would impair the coverage ofsuch lender’s title insurance policy, including without limitation, no unlawful fee,commission, kickback or other unlawful compensation or value of any kind has been or willbe received, retained or realized by any attorney, firm or other person or entity, and nosuch unlawful items have been received, retained or realized by B/C.(p) No Defaults. There is no default, breach, violation or event ofacceleration existing under the mortgage or the mortgage note and no event has occurredwhich, with the passage of time or with notice and the expiration of any grace or cureperiod, would constitute a default, breach, violation or event of acceleration, and neither B/Cnor its predecessors have waived any default, breach, violation or event of acceleration; andneither B/C nor any of its affiliates nor any of their respective predecessors, have waivedany default, breach, violation or event which would permit acceleration.(q) No Mechanics’ Liens. There are no mechanics’ or similar liens or claimswhich have been filed for work, labor or material (and no rights are outstanding that underthe law could give rise to such liens) affecting the mortgaged property which are or may beliens prior to, or equal or coordinate with, the lien of the mortgage.(r) Location of Improvements; No Encroachments. All improvementswhich were considered in determining the appraised value of the mortgaged property liewholly within the boundaries and building restriction lines of the mortgaged property, and noimprovements on adjoining properties encroach upon the mortgaged property. Noimprovement located on or being part of the mortgaged property is in violation of anyapplicable zoning and building law, ordinance or regulation. All seller and/or builderconcessions have been subtracted from the appraised value of the mortgage property forpurposes of determining the LTV (“loan to value”).(s) Origination; Payment Terms. The Mortgage Loan was originated by orin conjunction with a mortgagee approved by the Secretary of Housing and UrbanDevelopment pursuant to Sections 203 and 211 of the National Housing Act, a savings andloan association, a savings bank, a commercial bank, credit union, insurance company orsimilar banking institution which is supervised and examined by a federal or state authority.Principal and/or interest payments on the Mortgage Loan commenced no more than 60 daysafter funds were disbursed in connection with the Mortgage Loan. No Mortgage Loan has aballoon payment feature. The borrower contributed at least five percent (5%) (or three andone-half percent (3.5%) for FHA Loans) of the purchase price for the mortgaged propertyfrom their own funds. Interest on the Mortgage Loan is calculated on the basis of a 360-dayyear consisting of twelve 30-day months. With respect to adjustable rate Mortgage Loans,the mortgage interest rate is adjusted on each interest rate adjustment date to equal theInitials:________ BC App Ver. 7.7 10/06/2014 Page 25

index plus the gross margin (rounded up or down to the nearest .125%), subject to themortgage interest rate cap. The mortgage note is payable on the first day of each month inequal monthly installments of principal and/or interest (subject to an “interest only” periodin the case of interest only mortgage loans), which installments of interest (a) with respectto adjustable rate Mortgage Loans are subject to change on the interest rate adjustmentdate due to adjustments to the mortgage interest rate on each interest rate adjustment dateand (b) with respect to interest only mortgage loans are subject to change on the interestonly adjustment date due to adjustments to the mortgage interest rate on each interest onlyadjustment date, in both cases with interest calculated and payable in arrears, sufficient toamortize the Mortgage Loan fully by the stated maturity date, over an original term of notmore than 30 years from commencement of amortization.(t) Customary Provisions. The mortgage note has a stated maturity. Themortgage contains customary and enforceable provisions such as to render the rights andremedies of the holder thereof adequate for the realization against the mortgaged propertyof the benefits of the security provided thereby, including, (i) in the case of a mortgagedesignated as a deed of trust, by trustee’s sale, and (ii) otherwise by judicial foreclosure.Upon default by a borrower on a Mortgage Loan and foreclosure on, or trustee’s sale of, themortgaged property pursuant to the proper procedures, the holder of the Mortgage Loan willbe able to deliver good and merchantable title to the mortgaged property. There is nohomestead or other exemption or other right available to the borrower or any other person,or restriction on the B/C or any other person, including without limitation, any federal, stateor local, law, ordinance, decree, regulation, guidance, attorney general action, or otherpronouncement, whether temporary or permanent in nature, that would interfere with,restrict or delay, either (y) the ability of the B/C, Buyer or any servicer or any successorservicer to sell the related mortgaged property at a trustee's sale or otherwise, or (z) theability of the B/C, Buyer or any servicer or any successor servicer to foreclose on the relatedmortgage. The mortgage note and mortgage are on forms acceptable to Freddie Mac orFannie Mae.(u) Occupancy of the mortgaged property. As of the purchase date themortgaged property is lawfully occupied under applicable law. All inspections, licenses andcertificates required to be made or issued with respect to all occupied portions of themortgaged property and, with respect to the use and occupancy of the same, including butnot limited to certificates of occupancy and fire underwriting certificates, have been made orobtained from the appropriate authorities. B/C has not received notification from anygovernmental authority that the mortgaged property is in material non-compliance withsuch laws or regulations, is being used, operated or occupied unlawfully or has failed tohave or obtain such inspection, licenses or certificates, as the case may be. B/C has notreceived notice of any violation or failure to conform with any such law, ordinance,regulation, standard, license or certificate. With respect to any Mortgage Loan originatedwith an “owner-occupied” mortgaged property, the borrower represented at the time oforigination of the Mortgage Loan that the borrower would occupy the mortgaged property asthe borrower’s primary residence.(v) No Additional Collateral. The mortgage note is not and has not beensecured by any collateral except the lien of the corresponding Mortgage and the securityinterest of any applicable security agreement or chattel mortgage referred to in clause (i)above.(w) Deeds of Trust. In the event the mortgage constitutes a deed of trust,a trustee, authorized and duly qualified under applicable law to serve as such, has beenproperly designated and currently so serves and is named in the mortgage, and no fees orexpenses are or will become payable by the custodian or SWMC to the trustee under thedeed of trust, except in connection with a trustee’s sale after default by the borrower.Initials:________ BC App Ver. 7.7 10/06/2014 Page 26

(x) Transfer of Mortgage Loans. Except with respect to Mortgage Loansintended for purchase by GNMA and for Mortgage Loans registered with MERS, theassignment of mortgage is in recordable form and is acceptable for recording under the lawsof the jurisdiction in which the mortgaged property is located.(y) Due-On-Sale. Except with respect to Mortgage Loans intended forpurchase by GNMA, the Mortgage contains an enforceable provision for the acceleration ofthe payment of the unpaid principal balance of the Mortgage Loan in the event that themortgaged property is sold or transferred without the prior written consent of themortgagee thereunder.(z) No Buydown Provisions; No Graduated Payments or ContingentInterests. Except with respect to “Agency” Mortgage Loans, the Mortgage Loan does notcontain provisions pursuant to which monthly payments are paid or partially paid with fundsdeposited in any separate account established by B/C, the borrower, or anyone on behalf ofthe borrower, or paid by any source other than the borrower nor does it contain any othersimilar provisions which may constitute a “buydown” provision. The Mortgage Loan is not agraduated payment mortgage loan and the Mortgage Loan does not have a sharedappreciation or other contingent interest feature.(aa) Consolidation of Future Advances. Any future advances made to theborrower prior to the purchase date have been consolidated with the outstanding principalamount secured by the mortgage, and the secured principal amount, as consolidated, bearsa single interest rate and single repayment term. The lien of the mortgage securing theconsolidated principal amount is expressly insured as having first lien priority by a titleinsurance policy, an endorsement to the policy insuring the mortgagee’s consolidatedinterest or by other title evidence acceptable to Fannie Mae and Freddie Mac. Theconsolidated principal amount does not exceed the original principal amount of the MortgageLoan.(bb) No Condemnation Proceeding. There have not been any condemnationproceedings with respect to the mortgaged property and B/C has no knowledge of any suchproceedings.(cc) Collection Practices; Escrow Deposits; Interest Rate Adjustments. Theorigination and collection practices used by the originator, each servicer of the MortgageLoan and B/C with respect to the Mortgage Loan have been in all respects in compliancewith accepted servicing practices, applicable laws and regulations, and have been in allrespects legal and proper. With respect to escrow deposits and escrow payments, all suchpayments are in the possession of, or under the control of, B/C and there exist nodeficiencies in connection therewith for which customary arrangements for repaymentthereof have not been made. All escrow payments have been collected in full compliancewith state and federal law. An escrow of funds is not prohibited by applicable law and hasbeen established in an amount sufficient to pay for every item that remains unpaid and hasbeen assessed but is not yet due and payable. No escrow deposits or escrow payments orother charges or payments due B/C have been capitalized under the mortgage or themortgage note. All mortgage interest rate adjustments have been made in strict compliancewith state and federal law and the terms of the related mortgage note. Any interestrequired to be paid pursuant to state, federal and local law has been properly paid andcredited.(dd) Conversion to Fixed Interest Rate. Except as allowed by Fannie Mae orFreddie Mac or otherwise as expressly approved in writing by SWMC, with respect toadjustable rate Mortgage Loans, the Mortgage Loan is not convertible to a fixed interest rateMortgage Loan.Initials:________ BC App Ver. 7.7 10/06/2014 Page 27

(ee) Other Insurance Policies. No action, inaction or event has occurredand no state of facts exists or has existed that has resulted or will result in the exclusionfrom, denial of, or defense to coverage under any applicable special hazard insurance policy,PMI insurance policy or bankruptcy bond, irrespective of the cause of such failure ofcoverage. In connection with the placement of any such insurance, no commission, fee, orother compensation has been or will be received by B/C or by any officer, director, oremployee of B/C or any designee of B/C or any corporation in which B/C or any officer,director, or employee had a financial interest at the time of placement of such insurance.(ff) Servicemembers Civil Relief Act. The borrower has not notified B/C,and B/C has no knowledge, of any relief requested or allowed to the borrower under theServicemembers Civil Relief Act of 2003.(gg) Appraisal. The mortgage file contains an appraisal of the relatedmortgaged property signed prior to the funding of the Mortgage Loan by a qualifiedappraiser, duly appointed by B/C, who had no interest, direct or indirect in the mortgagedproperty or in any loan made on the security thereof, and whose compensation is notaffected by the approval or disapproval of the Mortgage Loan, and the appraisal andappraiser both satisfy the requirements of Fannie Mae or Freddie Mac and Title XI of theFederal Institutions Reform, Recovery, and Enforcement Act of 1989 as amended and theregulations promulgated thereunder, all as in effect on the date the Mortgage Loan wasoriginated. As of the origination date, no appraisal is more than one hundred and twenty(120) days old.(hh) Disclosure Materials. The borrower has executed a statement to theeffect that the borrower has received all disclosure materials required by applicable law withrespect to the making of adjustable rate mortgage loans, and B/C maintains such statementin the mortgage file.(ii) Construction or Rehabilitation of mortgaged property. No MortgageLoan was made in connection with the construction or rehabilitation of a mortgaged propertyor facilitating the trade-in or exchange of a mortgaged property.(jj) No Defense to Insurance Coverage. No action has been taken or failedto be taken, no event has occurred and no state of facts exists or has existed on or prior tothe purchase date (whether or not known to B/C on or prior to such date) which hasresulted or will result in an exclusion from, denial of, or defense to coverage under anyprivate mortgage insurance (including, without limitation, any exclusions, denials ordefenses which would limit or reduce the availability of the timely payment of the fullamount of the loss otherwise due thereunder to the insured) whether arising out of actions,representations, errors, omissions, negligence, or fraud of B/C, the related borrower or anyparty involved in the application for such coverage, including the appraisal, plans andspecifications and other exhibits or documents submitted therewith to the insurer undersuch insurance policy, or for any other reason under such coverage, but not including thefailure of such insurer to pay by reason of such insurer’s breach of such insurance policy orsuch insurer’s financial inability to pay.(kk) Capitalization of Interest. The mortgage note does not by its termsprovide for the capitalization or forbearance of interest.(ll) No Equity Participation. No document relating to the Mortgage Loanprovides for any contingent or additional interest in the form of participation in the cash flowof the mortgaged property or a sharing in the appreciation of the value of the mortgagedproperty. The indebtedness evidenced by the mortgage note is not convertible to anownership interest in the mortgaged property or the borrower and B/C has not financed norInitials:________ BC App Ver. 7.7 10/06/2014 Page 28

does it own directly or indirectly, any equity of any form in the mortgaged property or theborrower.(mm) Proceeds of Mortgage Loan. The proceeds of the Mortgage Loan havenot been and shall not be used to satisfy, in whole or in part, any debt owed or owing by theborrower to B/C or any affiliate or correspondent of B/C, except in connection with arefinanced Mortgage Loan; provided, however, no such refinanced Mortgage Loan shall havebeen originated pursuant to a streamlined mortgage loan refinancing program.(nn) Origination Date. The purchase date is no more than thirty (30) daysfollowing the origination date.(oo) No Exception. No person has noted any material exceptions on amortgage loan schedule with respect to the Mortgage Loan which would materially adverselyaffect the Mortgage Loan or SWMC’s interest in the Mortgage Loan.(pp) Mortgage Submitted for Recordation. The mortgage either has been orwill promptly be submitted for recordation in the appropriate governmental recording officeof the jurisdiction where the mortgaged property is located.(qq) Documents Genuine. The Mortgage Loan and all accompanyingcollateral documents are complete and authentic and all signatures thereon are genuine.Each Mortgage Loan is a “closed” loan fully funded by B/C and held in B/C’s name.(rr) Bona Fide Loan. Each Purchased Mortgage Loan arose from a bonafide loan, complying with all applicable State and Federal laws and regulations, to personshaving legal capacity to contract and is not subject to any defense, set-off or counterclaim.(ss) Other Encumbrances. To the best of B/C’s knowledge, any propertysubject to any security interest given in connection with any Mortgage Loan is not subject toany other encumbrances other than a stated first mortgage, if applicable, and encumbranceswhich may be allowed under the Guides.(tt) Description. Each Mortgage Loan conforms to the description thereofas set forth on the related mortgage loan schedule delivered to SWMC or its custodian.(uu) Located in U.S. No collateral (including, without limitation, the relatedreal property and the dwellings thereon and otherwise) relating to a Mortgage Loan islocated in any jurisdiction other than in one of the fifty (50) states of the United States ofAmerica or the District of Columbia.(vv) Guides. Each Mortgage Loan has been originated in accordance withthe applicable Guide (including all supplements or amendments thereto).(ww) Primary Mortgage Guaranty Insurance. Each Mortgage Loan is insuredas to payment defaults by a policy of primary mortgage guaranty insurance, and allprovisions of such primary mortgage guaranty insurance have been and are being compliedwith, such policy is in full force and effect, and all premiums due thereunder have been paid.Each Mortgage Loan which is represented to SWMC to have, or to be eligible for, FHAinsurance is insured, or eligible to be insured, pursuant to the National Housing Act. EachMortgage Loan which is represented by B/C to be guaranteed, or to be eligible for guaranty,by the VA is guaranteed, or eligible to be guaranteed, under the provisions of Chapter 37 ofTitle 38 of the United States Code. As to each FHA insurance certificate or each VA guarantycertificate, B/C has complied with applicable provisions of the insurance for guarantycontract and federal statutes and regulations, all premiums or other charges due inconnection with such insurance or guarantee have been paid, there has been no act orInitials:________ BC App Ver. 7.7 10/06/2014 Page 29

omission which would or may invalidate any such insurance or guaranty, and the insuranceor guaranty is, or when issued, will be, in full force and effect with respect to each MortgageLoan. There are no defenses, counterclaims, or rights of setoff affecting the Mortgage Loansor affecting the validity or enforceability of any private mortgage insurance or FHA insuranceapplicable to the Mortgage Loans or any VA guaranty with respect to the Mortgage Loans.(xx) Tax Service. The Mortgage Loan is covered by a life of loan,transferrable real estate tax service contract that may be assigned to SWMC.(yy) Predatory Lending Regulations; High Cost Loans. No Mortgage Loan isa “high cost” or “covered” loan, as defined by any applicable federal, state or local predatoryor abusive lending law (and no Mortgage Loan has a percentage listed under the IndicativeLoss Severity Column (the column that appears in the Standard & Poor’s Anti-PredatoryLending Law Update Table, included in the then-current Standard & Poor’s LEVELS®Glossary of Terms on Appendix E)). Any breach of this representation shall be deemed tomaterially and adversely affect the value of the Mortgage Loan and shall require arepurchase of the affected Mortgage Loan. No Mortgage Loan secured by property locatedin the State of Georgia was originated on or after October 1, 2002 and prior to March 7,2003. No Mortgage Loan originated on or after March 7, 2003 is a “high cost home loan” asdefined under the Georgia Fair Lending Act. No borrower was encouraged or required toselect a loan product offered by an originator that was a higher cost product designed forless-creditworthy borrowers, unless at the time of the Mortgage Loan’s origination, suchborrower did not qualify, taking into account credit history and debt-to-income ratios, for alower cost credit product then offered by such originator or any affiliate of such originator.(zz) Credit Score and Reporting. As of the Purchase Date, the borrower’scredit score as listed on the mortgage loan schedule is no more than ninety (90) days old.Full, complete and accurate information with respect to the borrower’s credit file wasfurnished to Equifax, Experian and Trans Union Credit Information in accordance with theFair Credit Reporting Act and its implementing regulations.(aaa) FHA Mortgage Insurance; VA Loan Guaranty. With respect to the FHALoans, the FHA Mortgage Insurance Contract is or eligible to be in full force and effect andthere exists no impairment to full recovery without indemnity to the Department of Housingand Urban Development or the FHA under FHA Mortgage Insurance. With respect to the VALoans, the VA Loan Guaranty Agreement is in full force and effect to the maximum extentstated therein. All necessary steps have been taken to keep such guaranty or insurancevalid, binding and enforceable and each of such is the binding, valid and enforceableobligation of the FHA and the VA, respectively, to the full extent thereof, without surcharge,set-off or defense. Each FHA Loan and VA Loan was originated in accordance with thecriteria of an “Agency” for purchase of such Mortgage Loans.(bbb) None of the Mortgage Loans are subject to the Home Ownership andEquity Protection Act of 1994 or any comparable state or local law.(ccc) Qualified Mortgage. With respect to each Mortgage Loan where theborrower’s loan application for the Mortgage Loan was taken on or after January 10, 2014,such Mortgage Loan (i) is a Qualified Mortgage and (ii) complies with the Ability To RepayStandards, and all necessary evidence to demonstrate such compliance with 12 C.F.R. Part1026.43(e) and 12 C.F.R. Part 1026.43(c) is included in the mortgage file and MortgageLoan Documentation. Any breach of this representation shall be deemed to materially andadversely affect the value of the Mortgage Loan and shall require a repurchase of theaffected Mortgage Loan.Initials:________ BC App Ver. 7.7 10/06/2014 Page 30

FHA ADDENDUMThis addendum is to the Mortgage Broker & Correspondent Agreement (the “Agreement”),which was entered into concurrently with this Addendum or prior to this Addendum by andbetween SWMC and Broker/Correspondent. The definitions used in this Addendum shallhave the same meanings as the definitions of the Agreement. To the extent that thisAddendum may conflict with any provision of Agreement, the terms and conditions of thisAddendum shall control and supersede any conflicting provision in the Agreement.For non-delegated Correspondents: Correspondent desires to be approved to originateFHA loans on SWMC’s behalf under the FHA Sponsorship program. SWMC desires to be awilling sponsor of Correspondent to originate FHA loans, provided Correspondent hasoriginated such loans in compliance with HUD (FHA) guidelines and the Agreement.For delegated Correspondents: Correspondent desires to be approved to sell closed FHAloans to SWMC. SWMC desires to purchase FHA loans originated and closed byCorrespondent which are in compliance with HUD (FHA) guidelines and the AgreementIn addition to the various representations, warranties, and covenants contained in theAgreement, Broker/Correspondent represents, warrants, and covenants the following as toeach FHA mortgage loan application submitted to SWMC:1. Broker/Correspondent will not issue to Applicants a lock-in agreement unless B/C hasreceived written confirmation of approval of the interest rate, points, and terms fromSWMC.2. B/C agrees to comply with all local, state, and federal laws and HUD/FHA regulations,guideline rules, and Mortgagee Letters. In the event that it is discovered by a HUD auditof SWMC that excess fees or points that do not comply with HUD guidelines have beencharged, then B/C will be responsible for refunding the excess to the borrower.Underwriting approval by SWMC does not negate B/C responsibility hereunder.3. B/C acknowledges that B/C must pay the annual renewal fee for FHA and will do so in atimely manner each year.4. B/C acknowledges that B/C has all the required FHA manuals in B/C’s branch/office.5. B/C acknowledges that B/C meets all eligibility requirements imposed by HUD fororiginating FHA loans under the Sponsorship status, and that should B/C eligibility beimpaired subsequent to B/C’s approval herewith B/C shall promptly notify SWMC.6. B/C acknowledges that B/C is sponsored by SWMC and that SWMC shall be responsiblefor obtaining the MIC (Mortgage Insurance Certificate) on all loans closed hereunder. B/Cfurther agrees that if HUD denies the insurance for any reason except for acts andomissions by SWMC, B/C will take all measures to correct the deficiencies indocumentation, etc., so that the loan can be guaranteed or insured.__________________________________________________________________Signature of Authorized Officer, Title__________________________________________________________________Name (please print)DateInitials:________ BC App Ver. 7.7 10/06/2014 Page 31

VA ADDENDUMThis addendum is to the Mortgage Broker & Correspondent Agreement (the “Agreement”),which was entered into concurrently with this Addendum or prior to this Addendum by andbetween SWMC and Broker/Correspondent. The definitions used in this Addendum shallhave the same meanings as the definitions of the Agreement. To the extent that thisAddendum may conflict with any provision of Agreement, the terms and conditions of thisAddendum shall control and supersede any conflicting provision in the Agreement.For non-delegated Correspondents: Correspondent desires to be approved to originateVA loans, and SWMC is willing to sponsor correspondent to originate VA loans which are inconformance and compliance with VA guidelines and the Agreement.For delegated Correspondents: Correspondent desires to be approved to sell closed VAloans to SWMC, and SWMC desires to purchase VA loans originated and closed bycorrespondent which are in conformance and compliance with VA guidelines and theAgreement.In addition to the various representations, warranties, and covenants contained in theAgreement, B/C represents, warrants, and covenants the following as to each VA mortgageloan application submitted to SWMC:1. B/C will not issue to applicants a lock-in agreement unless B/C has received writtenconfirmation of approval of the interest rate, points, and terms from SWMC.2. B/C will not charge any fees above the maximum fees allowed by VA. In event that feesare charged in excess of those allowed by VA, B/C will refund those fees to borrower sothat the loan can be guaranteed.3. B/C acknowledges that B/C must pay the annual renewal fee and will do so in a timelymanner each year.4. B/C acknowledges that if a loan has been submitted to VA and declined, B/C will notbring or submit that loan to SWMC. Loans previously declined by the VA can besubsequently approved only by the VA and not by any lender.5. B/C acknowledges that SWMC will be responsible for obtaining the loan guarantee (LGC)from VA on all loans closed hereunder. B/C further agrees that if VA denies the insurance(LGC) for any reason except for acts and omissions by SWMC, B/C will take all measuresto correct the deficiencies in documentation, etc., so that the loan can be guaranteed.__________________________________________________________________Signature of Authorized Officer, Title__________________________________________________________________Name (please print)DateInitials:________ BC App Ver. 7.7 10/06/2014 Page 32

DISCLOSURE ADDENDUMThis is an Addendum made by all parties to this Agreement, which was entered intobetween the parties on(mm/dd/yyyy).In the course of performance of services under this Agreement, either party may provide tothe other nonpublic personal information (Information) regarding consumers andcustomers, as these terms are defined by the Gramm-Leach-Biley Act, Pub. L. 106-102 andthe accompanying regulations, 16 CFR 313.1 to 16 CFR 313.18, as amended from time totime (Privacy Act and Regulations). Each party hereunder acknowledges and agrees that ithas reviewed, understands, and will abide by all requirements of the Privacy Act andRegulations with respect to the Information shared in the course of its performance underthis Agreement.By way of illustration, and not of limitation, the parties agree to the following:Neither party will disclose the Information it receives to any third party except as authorizedby the Privacy Act and Regulations; andThe receiving party will use the Information only to carry out the performance of services asrequired by this Agreement and not for any other purpose. In no event, will the Informationbe used for marketing purposes.Each party shall indemnify and hold the other harmless from and against, and shallreimburse the same with respect to, any and all losses, damages, demands, claims,liabilities, costs, and expenses, including reasonable attorneys fees, (collectively Losses)from any cause whatsoever, incurred by reason of or arising out of or in connection withany breach of any agreement, covenant, representation or warranty contained in thisaddendum.__________________________________________________________________Signature of Authorized Officer, Title__________________________________________________________________Name (please print)DateInitials:________ BC App Ver. 7.7 10/06/2014 Page 33

REVERSE MORTGAGE ADDENDUMThis Reverse Mortgage Addendum made as of(mm/dd/yyyy),(this “Addendum”) is by and between(Co. Name), (“Broker/Correspondent” or “B/C”)and Sun West Mortgage Company, Inc. (“SWMC”). This Addendum supplements theMortgage Correspondent Agreement and/or Correspondent Agreement (the “Agreement”)between the parties to this Addendum to include B/C’s ability to submit Reverse Mortgageloan applications to SWMC.Now, therefore, the parties hereto, in consideration of the terms, conditions, promises andagreements hereafter set forth, and other good and valuable consideration, the receipt andsufficiency of which is hereby expressly acknowledged, mutually warrant, covenant andagree as follows:WHEREAS, SWMC is a mortgage lender which originates and funds residential mortgageloans, including Reverse Mortgage Loans, for portfolio and/or sale to investors in thesecondary market;WHEREAS, B/C originates and assists loan applicants in completing and processing ReverseMortgage loan applications (collectively, “Loans” and, individually, a “Loan”) forconsideration and review according to this Addendum and the Agreement and the SWMCCorrespondent Guide (hereinafter, referred to as “Guide”). For each individual loanapplication submitted to SWMC, B/C shall submit a complete and accurate loan applicationpackage (“Loan Application Package”) that strictly adheres toa) All requirements of local and federal laws and of Fannie Mae’s Home Keeper reversemortgage product as published by Fannie Mae and/orb) All requirements of local and federal laws and for insurance by the United StatesDepartment of Housing and Urban Development (“HUD”) under the Federal HousingAdministration’s (“FHA”) Home Equity Conversion Mortgage loan program (“HECM Loans”)and/orc) All requirements of local and federal laws and of SWMC’s CashKeeper product and anyamendments to the CashKeeper product guidelines announced by SWMC in writing fromtime to time (“Cash Keeper Loans”) and/ord) All requirements of local and federal laws and of the eligibility requirements for anyother Reverse Mortgage Loan programs announced by SWMC in writing from time to time(“Other Investor Loans”, together with Home Keeper Loans, Cash Keeper Loans, and HECMLoans, the “Mortgage Loans”);1. Purpose: B/C understands and agrees that the purpose of the Addendum is to enableB/C to submit Reverse Mortgage Loan Applications to SWMC to be evaluated for suitabilityof the proposed Loan as an investment for SWMC. Based on this evaluation SWMC willeither approve or reject the Loan Application at SWMC’s sole discretion.2. B/C'S DUTIES: B/C agrees to submit only Mortgage Loans to SWMC pursuant the termsof this Addendum and the Agreement subject to and in strict compliance with (i) theprovisions of the Fannie Mae Selling and Servicing Guides as they relate to applicablemortgage loans (including all policies, interpretive letters and guidelines issued by FannieMae there under) and (ii) in the case of HECM Loans, any and all rules, regulations,program handbooks, announcements and other guidelines, including, but not limited to,mortgagee letters, announced or distributed by HUD and FHA with respect to ReverseMortgage Loans (iii) the provisions of the SWMC product guides as they relate to applicablemortgage loans (including all policies, interpretive letters and guidelines issued by SWMCthere under) and (iv) For HECM Loans, all fees paid to the B/C shall not be in an amountthat would cause any loan to violate any of the FHA guidelines (v) B/C shall not charge anyInitials:________ BC App Ver. 7.7 10/06/2014 Page 34

fees above the maximum fees (including but not limited to origination, processing,inspection and attorneys’ fees) allowed by the FHA, the Fannie Mae guidelines andapplicable law. Until the loan is paid off in full, SWMC may inform B/C of an error, omission,a missing document, or correction to a document requested by an investor or other thirdparty. B/C shall promptly use commercially reasonable efforts to deliver the requirementsas requested by SWMC.3. SWMC’s DUTIES: SWMC shall have the right, but not the obligation, to process,underwrite, fund or purchase any Reverse Mortgage Loan Application Package. For HECMloans, SWMC’s underwriting determination will be conclusive regardless of either (i) B/C’s“Direct Endorsement” or “Automatic” approval status or (ii) any other FHA directunderwriting approval programs. The exercise of this right by SWMC shall not affect in anyway B/C’s obligations under this Addendum and the Agreement.4. Representations and Warranties of B/C: If B/C is a HUD-approved mortgagee, B/C mustapply with the FHA and pay the annual fees, as applicable, in order to renew its applicationsunder the FHA sponsorship program. B/C shall immediately notify SWMC if B/C loses itseligibility under the FHA sponsorship program. B/C shall provide to SWMC any otherinformation related to substantiating B/C’s continuing eligibility to participate in SWMC’sloan programs.IN WITNESS WHEREOF, the parties have set their hands and seals the day and year firstabove written.__________________________________________________________________Signature of Authorized Officer, Title__________________________________________________________________Name (please print)DateInitials:________ BC App Ver. 7.7 10/06/2014 Page 35

INTERNET ADDENDUMThis Internet Addendum made as of(mm/dd/yyyy),(this“Addendum”) is by and between _ ______________________, (“Broker/Correspondent” or “B/C”) and Sun West Mortgage Company, Inc(“BUYER”). This Addendum supplements the Mortgage Broker Agreement and/orCorrespondent Agreement (the “Agreement”) between the parties to this Addendum toinclude (i) B/C’s ability to submit its loan applications to any automated underwritingsystems made available through BUYER’s website and (ii) B/C’s access to its loan statustracking by way of BUYER’s Internet website named www.swmc.com (the “website”) and(iii) B/C’s ability to originate and process its loans through BUYER’s Internet based loanorigination systems named Reversesoft OnLine®, Mortgagesoft OnLine®, and PiXL® (the“Systems”).Now, therefore, the parties hereto, in consideration of the terms, conditions, promises andagreements hereafter set forth, and other good and valuable consideration, the receipt andsufficiency of which is hereby expressly acknowledged, mutually warrant, covenant andagree as follows:A. Purpose:1. B/C understands and agrees that the purposes of the Addendum are (a) to enable B/C tosubmit its loan applications to any automated underwriting system(s) as are available fromtime to time through BUYER’s website and (b) to enhance B/C’s ability to track the status ofits loans in process with the BUYER (c) to enhance B/C’s ability to submit loans andcoordinate with the BUYER.2. B/C understands that its access to BUYER’s website is for “submit”, “view”, and “print”purposes only. B/C will not have the rights to amend, delete, or add to any data displayedat anytime on the BUYER’s website.3. B/C understands the BUYER shall hold all rights, title and interest in all data that isentered into the BUYER’s website or Systems.4. B/C understands that the Systems and website is owned by BUYER, and its structure,organization, Source Code, Object Code and the Documentation, including, but not limitedto, all Intellectual Property are the valuable trade secrets of BUYER and are and will remainthe exclusive property of BUYER, whether or not specifically recognized under the laws ofthe jurisdiction in which they are used. B/C shall not take any action that jeopardizesBUYER’s proprietary rights or acquire any Intellectual Property right in the Systems,website, or Documentation. BUYER shall also own all rights in any copy of the Systems,website, and Documentation including any improvement or derivation thereof. The Systemsand website also is protected by United States Copyright Law and International Treatyprovisions. B/C hereby acknowledges and agrees that BUYER’s Confidential Information isspecial, unique and extraordinary and that remedies at law may be inadequate to providefull compensation in the event of a breach by B/C of any of its obligations, representations,and warranties hereunder and BUYER shall therefore be entitled to seek injunctive reliefagainst B/C, in the event of any such breach or threatened breach without provingdamages or posting bond.B. Confidentiality:1. B/C agrees to strictly limit access to BUYER’s website via their user ID and password toits own employees and will not share or disclose its user ID or password to any otherperson or party. B/C will be responsible for enforcing the confidentiality provisions of thisagreement by, with, and through each of its employees.Initials:________ BC App Ver. 7.7 10/06/2014 Page 36

2. B/C’s User ID and Password for access to BUYER’s website and Systems are exclusive forB/C’s use.3. B/C will not provide screen prints or mechanics of BUYER’s website and Systems to anyperson or party other than B/C’s own employees.4. B/C shall immediately notify BUYER to change its password to BUYER’s website andSystems in the event that any B/C employee having knowledge of B/C’s passwordterminates his or her employment with B/C.5. B/C agrees to save, defend, indemnify, and hold BUYER harmless from and against allclaims, losses, liabilities, costs, and expenses (including reasonable attorney fees) arisingout of or relating to the breach of any of the agreements set forth in this InternetAddendum.C. Agreement Not Altered:1. Except as expressly provided herein, nothing in the Addendum or by the relatedenhancements offered hereby, shall in any way alter, detract from, or supplement theAgreement. All rights, obligations, terms, conditions, representations, and warranties madeIn the Agreement by either party remain and shall remain in full force and effect generallyand with respect to each loan or loan application delivered to BUYER thereunder orhereunder.D. Miscellaneous:1. If the agreement is terminated, this Addendum automatically and immediatelyterminates.2. Either party may terminate this Addendum at anytime immediately upon written notice.The confidentiality and indemnification provisions of Section B hereof shall survive anytermination of the Addendum.3. BUYER may change B/C’s password at anytime or upon request from B/C.E. Limitation of Liability1. BUYER SHALL NOT BE LIABLE FOR ANY (A) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE,OR CONSEQUENTIAL DAMAGES OF ANY KIND REGARDLESS OF THE FORM OF ACTIONWHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT PRODUCT LIABILITYOR OTHERWISE, ARISING FROM OR RELATED TO A BREACH OF THIS AGREEMENT OR THEOPERATION OR USE OF THE SYSTEMS AND WEBSITE INCLUDING SUCH DAMAGES,WITHOUT LIMITATION, AS DAMAGES ARISING FROM (1) BREACHES IN ITS SECURITY,DELAYS IN OBTAINING DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS,FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, LOSS OF GOOD WILL,INTERRUPTION OF BUSINESS; (2) ANY FAILURE OR INABILITY OF ANY END USER TOACCESS THE SYSTEM OR WEBSITE DUE TO ANY FLAW OR FAILURE IN ANY ELECTRONICTRANSMISSION SERVICES; (3) ANY DELAY OR FAILURE BY BUYER TO PERFORM ITSOBLIGATIONS UNDER THIS AGREEMENT DUE TO ANY CAUSE; OR (4) CLAIMS BASED ONANY OTHER REASON MADE A SUBJECT OF A LEGAL OR OTHER PROCEEDING AGAINSTBUYER.2. BUYER’S LIABILITIES UNDER THIS AGREEMENT, WHETHER UNDER CONTRACT LAW,TORT LAW, WARRANTY OR OTHERWISE SHALL BE LIMITED TO DIRECT DAMAGES. THEPARTIES ACKNOWLEDGE THAT THIS SECTION E IS AN ESSENTIAL ELEMENT OF THISAGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENTWOULD BE SUBSTANTIALLY DIFFERENT.Initials:________ BC App Ver. 7.7 10/06/2014 Page 37

F. Disclaimer of Warranties.1. THE SYSTEMS, THE WEBSITE, AND DOCUMENTATION, AS WELL AS ALL SERVICES, AREPROVIDED “AS IS,” AND BUYER AND ITS SUPPLIERS HEREBY EXPRESSLY DISCLAIM ANYAND ALL WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED ORSTATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF,MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. BUYER AND ITS SUPPLIERSDO NOT WARRANT OR REPRESENT THAT THE SYSTEMS AND WEBSITE, DOCUMENTATIONOR SERVICES WILL BE FREE FROM BUGS OR THAT THEIR USE WILL BE UNINTERRUPTEDOR ERROR-FREE, OR MAKE ANY OTHER REPRESENTATIONS OR WARRANTIES REGARDINGTHE USE, OR THE RESULTS OF THE USE, OF THE SYSTEMS AND WEBSITE IN TERMS OFCORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. B/C ACKNOWLEDGES THATBUYER IS NOT RESPONSIBLE FOR AND WILL HAVE NO LIABILITY FOR HARDWARE,SYSTEMS AND WEBSITE OR OTHER ITEMS OR ANY SERVICES PROVIDED BY BUYER ORANY OTHER PERSON OR FOR NETWORK FAILURE. B/C FURTHER ACKNOWLEDGES THAT ITHAS RELIED ON NO OTHER WARRANTIES CONTAINED IN THIS AGREEMENT OTHER THANTHE EXPRESS WARRANTIES SET FORTH IN THIS SECTION F.IN WITNESS WHEREOF, the parties have set their hands and seals the day and year firstabove written.__________________________________________________________________Signature of Authorized Officer, Title__________________________________________________________________Name (please print)DateInitials:________ BC App Ver. 7.7 10/06/2014 Page 38

ANTI-MONEY LAUNDERING LAWS ADDENDUMB/C shall comply with all applicable anti-money laundering laws and regulations, includingwithout limitation the USA Patriot Act of 2001, The Bank Secrecy Act ("BSA") and thestatutes, rules and regulations administered by the Office of Foreign Assets Control("OFAC"), the Financial Crimes Enforcement Network ("FinCEN") and any other similar local,State or Federal Law related to anti money laundering and financial transaction security andintegrity that may be enacted from time to time (collectively, the “Anti-Money LaunderingLaws”)B/C has established an anti-money laundering compliance program as required by the Anti-Money Laundering Laws, has conducted the requisite due diligence in connection with theorigination of each Mortgage Loan for purposes of the Anti-Money Laundering Laws,including with respect to the legitimacy of the applicable borrower and the origin of theassets used by the said borrower to purchase the property in question, and maintains, andwill maintain, sufficient information to identify the applicable borrower for purposes of theAnti-Money Laundering Laws. B/C agrees to provide the copy of anti-money launderingcompliance program established by the company to SWMC for review.B/C shall indemnify, defend and hold SWMC harmless from and against any and all losses,damages, claims, actions, causes of action, liabilities, obligations, judgments, penalties,fines, forfeitures, costs and expenses, including, without limitation, legal fees and expenses,that result from the submission or sale of any Mortgage Loan that does not comply in allrespects with all applicable Anti-Money Laundering LawsThe Mortgage Loan is not subject to nullification pursuant to Executive Order 13224 (the“Executive Order”) or the regulations promulgated by the Office of Foreign Assets Control ofthe United States Department of the Treasury (the “OFAC Regulations”) or in violation of theExecutive Order or the OFAC Regulations, and the borrower is not subject to the provisionsof such Executive Order or the OFAC Regulations nor listed as a “blocked person” forpurposes of the OFAC Regulations.If such Mortgage Loan violates applicable Anti-Money Laundering Laws, SWMC may, inaddition to all available rights and remedies at law or in equity including, but not limited to,the indemnities set forth above: (1) value such Mortgage Loan at zero for collateralpurposes, (2) require B/C to repurchase the affected Mortgage Loan, and (3) require B/C toundertake a review of its policies, practices, and procedures for complying with SWMC’spolicies.__________________________________________________________________Signature of Authorized Officer, Title__________________________________________________________________Name (please print)DateInitials:________ BC App Ver. 7.7 10/06/2014 Page 39

RECERTIFICATION ADDENDUMThis Recertification Addendum is dated as of _______________, by and between Sun WestMortgage Company, Inc. (“SWMC”) and _______________________________ (“B/C”).The definitions and provisions contained in the Mortgage Broker & CorrespondentAgreement and all amendments and addenda thereto (“B/C Agreement”) are incorporatedinto this Recertification Addendum. Capitalized terms used in this RecertificationAddendum and not defined herein shall have the respective meanings assigned in the B/CAgreement.B/C understands and agrees that, as a condition to maintaining its good standing withSWMC, B/C is required to submit an annual recertification package that includes, withoutlimitation, B/C’s updated financials. To simplify recertification and reduce the number andvolume of documents, SWMC may elect to not require B/C to re-execute each of the formsor addenda.B/C understands and agrees:• Even though SWMC may not require B/C to re-execute certain forms or addenda aspart of B/C’s recertification, such forms and addenda remain in full force and effect;• By submitting a recertification package to SWMC, B/C reaffirms each of the termsand conditions of the B/C Agreement; and• Each of the terms and conditions of the B/C Agreement remain in full force andeffect.Broker/Correspondent:_______________________________By: ____________________________________________Name: ____________________________________________Title: ____________________________________________Initials:________ BC App Ver. 7.7 10/06/2014 Page 40

AUTHORIZATIONS/RELEASE FOR BUSINESSES & INDIVIDUALSBy executing this document,(Broker/Correspondent Co.), licensed/incorporated in the state of(State), (the "applicant") acknowledges that it is in the best interest of bothApplicant and Sun West Mortgage Company, Inc., a California corporation (“MortgageLender”) for Mortgage Lender to perform due diligence concerning applicants backgroundand experience. Applicant further acknowledges that applicant benefits from the efficienciesin the due diligence process that are possible when mortgage lender and other similarlysituated entities in the mortgage industry exchange information about their experiences indoing business with individuals and companies such as Applicant. Therefore, Applicanthereby consents and gives Mortgage Lender permission to submit the name of Applicant'scompany and any and all employees of that company for screening through any and allmortgage industry background databases, including, without limitation, databases operatedby Mortgage Asset Research Institute, Inc., such as the Mortgage Industry Data Exchange("MIDEX"). Applicant understands that Mortgage Lender performs quality control reviews ofthe loans that Applicant submits to Mortgage Lender for registration, review, underwriting,and/or purchase. Applicant understands and hereby consents to the release of informationabout any loan application that is believed to contain misrepresentations and/orirregularities. Applicant agrees and gives its consent that it and its employees may benamed as the originating entity or Loan Officers on such loans, whether or not applicant orits employees are implicated in the misrepresentations and/or irregularities. Applicanthereby releases and agrees to hold harmless Mortgage Lender, Mortgage Asset ResearchInstitute, Inc., all MIDEX subscribers, and any trade associations that endorse the MIDEXsystem from any and all liability for damages, losses, costs, and expenses that may arisefrom the reporting or use of any information submitted by Mortgage Lender or any otherMIDEX subscriber to Mortgage Asset Research Institute, Inc., recorded in the MIDEXsystem and used in any way by Mortgage Lender or any other MIDEX subscriber.DISCLOSURE OF INVESTIGATIVE CONSUMER REPORTYour application for Approval necessitates that all relevant inquiries, called “investigativeconsumer reports”, may be made on your company and its principals. This is the same kindof investigation that credit grantors, insurance companies and employers have beenmaking for years, but Federal Legislation, The Fair Credit Reporting Act, now requires thatthe subjects be informed, in advance, that such reports may be made. In addition to creditdata concerning you, information as to your character, general reputation, professionalcharacteristics and financial responsibility may be gathered through interviews with creditagencies, employers and business associates. Any information we receive will be held instrict confidence. Your cooperation with our standard policy is appreciated.__________________________________________________________________Signature of Authorized Officer, Title__________________________________________________________________Name (please print)DateInitials:________ BC App Ver. 7.7 10/06/2014 Page 41

NO SANCTIONS DECLARATIONThis is to certify that there are no sanctions, federal or state, pending against(Broker/Correspondent Co.)__________________________________________________________________Signature of Authorized Officer, Title__________________________________________________________________Name (please print)DateInitials:________ BC App Ver. 7.7 10/06/2014 Page 42

TAX PAYER IDENTIFICATION NUMBER REQUESTPlease complete the following information. We are required by law to obtain thisinformation from you when making a reportable payment to you. If you do not provide thisinformation, your payments may be subject to 30% federal income tax backup withholding.Also, if you do not provide us with this information, you may be subject to a $50 penaltyimposed by the Internal Revenue Service under section 6723.Federal law on backup withholding preempts any state or local law remedies, such as anyright to a mechanic’s lien. If you do not furnish a valid TIN, or if you are subject to backupwithholding, the payer is required to withhold 30% of its payment to you. Backupwithholding is not a failure to pay you. It is an advance tax payment. You should report allbackup withholding as a credit for taxes paid on your federal income tax return.Instructions:Complete Part 1 by completing the row of boxes that corresponds to your tax status.Complete Part 2 if you are exempt from Form 1099 reporting.Complete Part 3 to sign and date the form, and return it to us in the enclosed envelope.Part 1: Tax Status (Complete one row of boxes)IndividualsIndividual NameIndividual Social Security NumberSole Proprietorship – A sole proprietorship may have a “doing business as” trade name, butthe legal name is the name of the Business Owner.Business Owner’sNameBusiness Owners SSN or EINTrade NamePartnershipPartnership Partnership’s EIN Name on IRS RecordsCorporation, exempt Charity or other entity: A corporation may use an abbreviated nameor its initials, but its legal name is the name on the articles of incorporation.Name of Corporation or EntityEmployer Identification NumberInitials:________ BC App Ver. 7.7 10/06/2014 Page 43

Part 2: Exemption: If exempt from 1099 Reporting, check here:And circle your qualifying exemption reason below:1. Corporation (there is no exemption for medical & healthcare payments or attorney’sfees)2. Tax Exempt Charity under 501 (a), or IRA.3. The United States or any of its agencies or instrumentalities.4. A state, the District of Columbia, a possession of the United States, or any of theirpolitical subdivisions.5. A foreign government or any of its political subdivisionsPart 3: CertificationThe number shown on this form is my correct taxpayer number (or I am waiting for anumber to be issued) and I am not subject to backup withholding because: (a) I amexempt from backup withholding, or (b) I have not been notified by the Internal RevenueService (IRS) that I am subject to backup withholding as a result of a failure to report allinterest or dividends, or (c) the IRS has notified me that I am no longer subject to backupwithholding, and I am a U. S. person (including a U. S. resident alien).Signature of U.S. Person:Date: ________________Initials:________ BC App Ver. 7.7 10/06/2014 Page 44

Date:Company:CERTIFIED CORPORATE RESOLUTIONI, ________________________________________, of(Co.Name), a _(State) Corporation, do hereby certify that at ameeting of the Board of Directors of the “Corporation”, duly called and held at the office ofthe Corporation at __________________________________ _ (Address),on the(mm/dd/yyyy), at which a quorum was present and voting,the resolution was unanimously adopted and that said Resolution is now in full force andeffect:“BE IT RESOLVED THAT ____________________________________, are authorized to(Name of person(s) authorized)execute the Mortgage Broker Agreement and related Addendums with Sun West MortgageCompany, Inc. dated ______________(mm/dd/yyyy).“BE IT FURTHER RESOLVED THAT any of those officers of this Corporation as noted below isauthorized to make, execute, lock-in commitments, and deliver on behalf of thisCorporation as its act and deed any and all loan documents pursuant to GNMA, FHA, andVA guidelines to bind the Corporation in matters involving the sale of mortgage loans (withor without concurrent funding) to Sun West Mortgage Company, Inc.this___________________ (mm/dd/yyyy).”(Affix corporate seal here, if applicable)_____________________, President(Sign)______________________, _________(Sign)Title_____________________, ________(Sign)TitleInitials:________ BC App Ver. 7.7 10/06/2014 Page 45

DIRECT DEPOSIT AUTHORIZATION FORMIn exceptional cases where broker commission is not gross-funded at closing, thefunds will be directly deposited into the account authorized on this form.COMPANY NAME:_________________________________________________COMPANY Address:______________________________________________________________________________________________DEPOSITORY NAME:______________________________________________(Bank, Credit Union, etc.)ABA NUMBER:____________________________________________________ACCOUNT TITLE:__________________________________________________BANK ACCOUNT NUMBER:__________________________________________TYPE (PLEASE CHECK ONE): CHECKING [ ] SAVING [ ]The undersigned hereby authorizes Sun West Mortgage Company, Inc to deposit funds intothe bank account by electronic transfer of funds.__________________________________________________________________Signature of Authorized Officer, Title__________________________________________________________________Name (please print)DateIMPORTANTPlease attach a voided check (if a checking account) or deposit slip (if a saving account) tothe Direct Deposit Authorization Form.Please ensure to enter the ABA/routing number for ACH on this form. Some bankinginstitutions differentiate their ABA number between the one used for WIRES and the oneused for ACH.(Note: If required, please print and include additional copies of this page for branches)Initials:________ BC App Ver. 7.7 10/06/2014 Page 46

HECM CALCULATOR REQUIREMENTSPlease complete the following information. This information will be used to create aCustomized HECM Calculator for your company.1. Contact information for New Leads.First Name :_______________________ Last Name : ________________________Phone No :________________________ Ext :________Fax No :_______________________Email Address :___________________________@__________________________________(Kindly include the details of the person mentioned above on the List of Users: Page 31)2. The Phone Number which you wish to display on HECM Calculator.Phone Number :________________________Ext :_______3. Internet Address of your Company Website.__________________________________________________________________4. A 24-bit .BMP file of your Company logo, 100-120 pixels high.[Kindly send the electronic copy of the image file at broker@swmc.com with subject asLOGO_]__________________________________________________________________Signature of Authorized Officer, Title__________________________________________________________________Name (please print)DateInitials:________ BC App Ver. 7.7 10/06/2014 Page 47

STATE LICENSESState License Type License ID # Expiry Date(Note: If required, please print and include additional copies of this page for more states)Initials:________ BC App Ver. 7.7 10/06/2014 Page 48

DUAL AGENCY COMPLIANCE DISCLOSUREI, owner/president of , a(Name)(State)Corporation hereby certifies that:1. I/We have beneficial interest in the companies listed below.2. The borrower is always provided with the relevant affiliated business arrangement and/or dual agency disclosures as required by current federaland state regulations.3. As per the HUD Handbook 4060.1 Chapter 2-9 the company and its officers are in compliance with HUD’s requirements of Companies with JointOfficers.Company Name Address Phone Company Type(Real Estate, Escrow, etc.)RelationshipNameTitleSignature and DateInitials:________ BC App Ver. 7.7 10/06/2014 Page 49

BRANCH LISTBranchOffice NameBranch Office AddressContact informationStreet address City State Zip Manager Phone Fax Email(Note: If required, please print and include additional copies of this page for more branches)Initials:________ BC App Ver. 7.7 10/06/2014 Page 50

USER LISTBranchFirstNameLastNameEmployee/ContractorRole2Email IDPhoneNumberOK toreceivepricing 3(Y/N)?State &LicenseType 4LicenseID /NMLS IDValidTillOK tolockloans 3(Y/N)?Note 1: Broker/Correspondent confirms that the above named users are their direct employees as required by all federal, state andregulatory agencies; B/C will ensure that any addition/deletion/change to the above list will be communicated to SWMC immediately.Note 2: Standard Roles are: Loan Officer, Processor, Funder, Underwriter, Manager (Manager/Processor will have access to all User Pipelines)Note 3: If “N” this user will not be sent pricing information on Sun West’s products / will not be able to lock loans.Note 4: For Loan Officers (who sign the 1009) & Contract Processors - Please include a copy of the License. This must be compliant withState/Federal regulations*If required, please print and include additional copies of this page for more usersInitials:________ BC App Ver. 7.7 10/06/2014 Page 51

APPLICATION CHECKLISTPlease use this checklist to make sure you have included all of the necessary documents.Note: An incomplete application will delay your approval.Once you have completed this application, please scan the application & email it with all thesupporting documents to broker@swmc.com and mail in the originals to the addressmentioned on the welcome page.Application Form, Agreements, Addendums, Declarations, InformationSun West Broker Application Form [ ]CheckAgreement & Addendums (please sign where required and initial ALL the pages)• Mortgage Broker/Correspondent Agreement• FHA Addendum• VA Addendum• Internet Addendum• Disclosure Addendum• Reverse Mortgage Addendum• Anti-Money Laundering Laws Addendum• Recertification Addendum[ ]Authorization to Release Information [ ]No Sanction Declaration [ ]Tax Payer Identification Request [ ]Executed Corporate Resolution (for all Business Type) (affix seal, if applicable) [ ]Direct Deposit Authorization Form [ ]HECM Calculator Requirements [ ]List of State Licenses (include copy of each license) [ ]Dual Agency Compliance Disclosure [ ]List of Branch Offices [ ]List of Users [ ]25 hard copies of the Power of Attorney (Applicable for Correspondents) [ ]Supporting Documents (Signed by the Principal Officer & on company’sletterhead)Anti – Money Laundering Policy [ ]QC Audit report and management response [ ]Interim Financials – Year to Date [ ]QC Procedures & Guidelines [ ]Red Flags Policy [ ]Other Supporting DocumentsLast two years Audited Financial Statements (Applicable for Correspondents) [ ]President/Principle Officer’s Credit Report (less than 180 days old) [ ]E&O / Fidelity Insurance / Bond [ ]Explanation of Default Claim Ratio from FHA Connection [ ]Resume of Principal Officers [ ]Other ( )Initials: ________ BC App Ver. 7.7 10/06/2014 Page 52

WHEN RECORDED MAIL TO:SUN WEST MORTGAGE COMPANY, INC.18000 Studebaker Road, Suite 200CERRITOS, CA 90703(SPACE ABOVE FOR RECORDER’S USE)POWER OF ATTORNEYMORTGAGE BROKER & CORRESPONDENT AGREEMENT DATED _________,20______ (“AGREEMENT”)KNOW ALL MEN BY THESE PRESENTS, that, effective ___________________, 20______,___________________________ (“B/C”) hereby irrevocably appoints Sun West MortgageCompany, Inc. (“SWMC”) and any officer or director thereof with full power of substitution,as its true and lawful attorney-in-fact with full power of authority, in the place and stead ofB/C and in the name of B/C or in its own name, from time to time in SWMC’s discretion, totake any and all appropriate action and to execute any and all documents and instrumentswhich may be reasonably necessary or desirable to accomplish the purposes of theAgreement. Without limiting the generality of the foregoing, this appointment shall include,without limitation, the following transactions with respect to purchased Mortgage Loans:1. The execution, witnessing, attesting, and delivery on behalf of B/C of all mortgagedocuments reasonably necessary or appropriate to properly effect the transfer of anypurchased Mortgage Loan from B/C to SWMC, including, without limitation, any allongeor assignment of mortgage, deed of trust, security interest, or note.2. The modification or re-recording of a mortgage, deed of trust, or security instrument,where said modification or re-recording is for the purpose of correcting the mortgage,deed of trust, or security instrument to conform same to the original intent of the partiesthereto or to correct title errors discovered after such title insurance was issued.3. The subordination of the lien of a mortgage, deed of trust, or security instrument to aneasement in favor of a public utility company of a United States governmental agency orunit with powers of eminent domain; this section shall include, without limitation, theexecution of partial satisfactions/releases, partial reconveyances or the execution orrequests to trustees to accomplish same.4. The conveyance of the properties to the mortgage insurer, or the closing of the title tothe property to be acquired as real estate owned, or conveyance of title to real estateowned.5. The completion of loan assumption agreements.6. The full satisfaction/release of a mortgage, deed of trust, or security instrument or fullconveyance upon payment and discharge of all sums secured thereby, including, withoutlimitation, cancellation of the related note.

7. The assignment of any mortgage, deed of trust, or security instrument and the relatednote, in connection with the repurchase of a purchased Mortgage Loan secured andevidenced thereby.8. The full assignment of a mortgage, deed of trust, or security instrument upon paymentand discharge of all sums secured thereby in conjunction with the refinancing thereof,including, without limitation, the assignment of the related note.9. With respect to a mortgage, deed of trust, or security instrument, the foreclosure, thetaking of a deed in lieu of foreclosure, or the completion of judicial or non-judicialforeclosure or termination, cancellation or rescission of any such foreclosure, including,without limitation, any and all of the following acts:a. the substitution of trustee(s) serving under a deed of trust, in accordance withstate law and the deed of trust;b. the preparation and issuance of statements of breach or non-performance;c. the preparation and filing of notices of default and/or notices of sale;d. the cancellation/rescission of notices of default and/or notices of sale;e. the taking of a deed in lieu of foreclosure; andf. the preparation and execution of such other documents and performance suchother actions as may be necessary under the terms of the mortgage, deed oftrust, or security instrument, or under state law to expeditiously complete saidtransactions in paragraphs 9(a) through (e), above.10. The taking of possession of, and endorsement and collection of, any checks, drafts,notes, acceptances, or other instruments for the payment of moneys due under anymortgage insurance or with respect to any note, and the filing of any claim and thetaking of any other action or proceeding in any court of law or equity or otherwisedeemed appropriate by SWMC for the purpose of collecting any and all such moneys dueunder any such mortgage insurance or with respect to any note, mortgage, deed oftrust, or security instrument whenever payable.11. The taking of any and all other actions in connection with the transfer of servicingincluding the delivery of “goodbye” letters to mortgagors.12. The transfer or assignment of any interest of B/C as a loss payee or beneficiary of anypolicy of insurance or closing protection letter, including, without limitation, theendorsement of any hazard, flood, or wind insurance policy to SWMC.B/C gives SWMC full power and authority to execute such instruments and to do andperform all and every act and thing necessary and proper to carry into effect the power orpowers granted by or under this Power of Attorney, as fully as B/C might or could do, andhereby does ratify and confirm to all that said SWMC shall lawfully do or cause to be doneby authority hereof. This Power of Attorney is a power coupled with an interest and shall beirrevocable. This Power of Attorney shall not be affected by disability or incapacity of B/C.This Power of Attorney supplements, forms a part of, and is subject to the Agreement. Allprovisions contained in the Agreement govern this Power of Attorney except as expresslymodified herein.

(SPACE ABOVE FOR RECORDER’S USE)The definitions and provisions contained in the Agreement are incorporated into this Powerof Attorney. Capitalized terms used in this Power of Attorney and not defined in this Powerof Attorney shall have the respective meanings assigned in the Agreement. In the event ofany inconsistency between those definitions and provisions and this Power of Attorney, thisPower of Attorney shall govern with respect to purchased Mortgage Loans.TO INDUCE ANY THIRD PARTY TO THE ACT HEREUNDER, B/C HEREBY AGREES THAT ANYTHIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENTMAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BEINEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE ORKNOWLEDGE OF SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BYSUCH THIRD PARTY, AND B/C ON ITS OWN BEHALF AND ON BEHALF OF B/C'S ASSIGNS,HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM ANDAGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASONOF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT.IN WITNESS WHEREOF B/C has caused this Power of Attorney to be executed and B/C’s sealto be affixed on ________________________, 20_____.B/C:By: _____________________________________________Print Name:_______________________________________Title:____________________________________________Company Name:______________________________________________________________________WITNESS #1Print Name:_____________________________________________________________WITNESS #2Print Name:__________________________[NOTARY ACKNOWLEDGEMENT FOLLOWS](SPACE BELOW FOR RECORDER’S USE)

(SPACE ABOVE FOR RECORDER’S USE)State of______________________ ))ss.County of ____________________ )ACKNOWLEDGMENTOn ___________________, 20___ before me,________________________________(insert name and title of the officer), personally appeared_____________________________________ who proved to me on the basis ofsatisfactory evidence to be the person(s) whose name(s) is/are subscribed to the withininstrument and acknowledged to me that he/she/they executed the same in his/her/theirauthorized capacity(ies), and that by his/her/their signature(s) on the instrument theperson(s), or the entity upon behalf of which the person(s) acted, executed the instrument.I certify under penalty of perjury under the laws of the State of ____________ that theforegoing paragraph is true and correct.WITNESS my hand and official seal.__________________________________________________Notary PublicMy Commission Expires: ______________________________(SPACE BELOW FOR RECORDER’S USE)