BROKER CHECKLIST. 2. Completed Universal Lending Corporation Third Party Originator (TPO) Questionnaire

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1 BROKER CHECKLIST Thank you for your interest in becoming a Broker with Universal Lending Corporation. Please review and complete the attached documents and return to us the following: 1. Completed Broker Origination Agreement 2. Completed Universal Lending Corporation Third Party Originator (TPO) Questionnaire 3. Broker Compensation Questionnaire & Broker Compliance Attestation and Certification 4. Current Financial Statement must show companies net worth 5. Resumes for owners, principals, and support staff 6. Signed Corporate Resolution 7. Copy of Quality Control Program 8. Certificate of Good Standing 9. FHA Approval Application and FHA Addendum (only if doing Government loans) After your application has been reviewed and accepted, you will be assigned a Broker Lender number. Should you have any questions while completing the application please feel free to contact Robin Smith. Please fax or your Broker Application to: [email protected] or Sincerely, Wholesale Division

2 Wholesale Mortgage Broker Compensation Policy Universal Lending Corporation 3/23/11 The purpose of this Loan Originator Compensation Policy is to ensure compliance with Section of Regulation Z, which implements the Truth in Lending Act.

3 Mortgage Broker Compensation Policy Contents Summary... 3 Definitions... 3 Creditor... 3 Loan Originator... 3 Mortgage Broker... 3 Terms or Conditions... 3 Mortgage Broker Commission Amounts... 3 Periodic Changes to Mortgage Broker Commission Rates... 4 Discount Points... 4 Overages... 4 Mortgage Broker Commission Plan... 4 Prohibition on Steering... 4 Evaluating Loan Offers... 5 Significant Number of Creditors... 5 Safe Harbor... 5 Transactions for Which the Consumer Likely Qualifies... 5 Lowest Interest Rate... 6 Other Permissible Transactions... 6 Source of Compensation... 7 Compensation Received Directly from the Consumer... 7 Compensation Received from ULC... 7 Record Keeping Requirements... 7 Universal Lending Corp. March 23, 2011 Page 2 3/23/2011 2:32 PM

4 Mortgage Broker Compensation Policy Summary The purpose of this Policy is to ensure compliance with Section of Regulation Z, which implements the Truth in Lending Act, and all other applicable laws and regulations. Definitions Creditor A Creditor is a person who regularly extends consumer credit that is subject to a finance charge or is payable by written agreement in more than four installments (not including a down payment), and to whom the obligation is initially payable, either on the face of the note or contract. A company which does not provide the funds for the transaction at closing out of the company s own resources, including drawing on a bona fide warehouse line of credit, or out of deposits held by the company, is a Loan Originator and not a Creditor for purposes of this Policy. (See 12 C.F.R (a)(17), (a)(1); see also comment (a)-1ii, Table Funding). Loan Originator A Loan Originator is, with respect to a particular transaction, any person who for compensation or other monetary gain, or in expectation of compensation or other monetary gain, arranges, negotiates, or otherwise obtains an extension of consumer credit for another person. (See comment (a)-1.i, Meaning of loan originator). Mortgage Broker A Mortgage Broker with respect to a particular transaction is any Loan Originator that is not an employee of the Creditor. Accordingly, the term includes companies that engage in the activities of a Loan Originator. (12 C.F.R (a)(2; see also (a)-2, Meaning of mortgage broker). Terms or Conditions Terms or Conditions include but are not limited to a specific transaction s interest rate, annual percentage rate, program type (FHA, VA, Conventional, ARM, etc.), loan-to-value ratio, and program characteristics such as pre-payment penalties, negative amortization, and balloon payments. Additionally, other factors that are not Terms or Conditions may serve as a proxy for a transaction s Terms or Conditions, such as a consumer s credit score and debt to income ratios. (See comment (d)(1)-2, Examples of compensation that is based on transaction terms or conditions). Mortgage Broker Commission Amounts In connection with a consumer credit transaction secured by a dwelling, Regulation Z requires that no Mortgage Broker, or Loan Originator employee of the Mortgage Broker, may receive, directly or indirectly, compensation in an amount that is based on any of the transaction s Terms or Conditions, other than the amount of credit extended (i.e., the loan amount). In addition, a Creditor may base a Mortgage Broker s compensation on a variety of other permissible factors, including a payment that is fixed in advance for every loan the originator arranges for the Creditor. (See comment (a)-2, Meaning of mortgage broker; see comment (d)(1)-3, Examples of compensation not based on transaction terms or conditions; see also comment (d)(1)-9, Amount of credit extended). Universal Lending Corp. March 23, 2011 Page 3 3/23/2011 2:32 PM

5 Periodic Changes to Mortgage Broker Commission Rates Mortgage Broker Compensation Policy Periodically ULC will evaluate the commission amounts paid to its Mortgage Brokers based on factors such as loan performance, transaction volume, and current market conditions, and prospectively revise the compensation it agrees to pay to a Mortgage Broker. ULC will perform such evaluations not more frequently than quarterly (except as a result of extenuating circumstances, as determined by the ULC leadership team). (See comment (d)(1)-6, Periodic changes in loan originator compensation and transactions terms and conditions). Discount Points A Mortgage Broker may charge a consumer Discount Points only in exchange for a bona fide reduction of the interest rate on the loan. Overages An Overage occurs when a Mortgage Broker charges the consumer more for a loan than the amount of the ULC price on a particular loan. ULC s policy does not permit Mortgage Brokers to charge Overages. In the event an Overage is inadvertently charged, the Mortgage Broker s compensation will not be increased directly or indirectly as a result of an Overage. (See comment (d)(1)-2, Examples of compensation that is based on transaction terms or conditions). Mortgage Broker Commission Plan The Mortgage Broker does not have any pricing flexibility on a loan by loan basis. The commission received is fixed and pre-determined prior to the date a loan s interest rate is locked. ULC will pay a commission to a Mortgage Broker for every loan the Mortgage Broker arranges in an amount that is a fixed and determined in a written agreement between ULC and the Mortgage Broker, which is (a) determined by agreement prior to the date of a transaction s rate lock date and (b) does not vary based on the Terms or Conditions of a loan other than the amount of the loan extended to the consumer. (See comment (d)(1)-9, Amount of credit extended). Prohibition on Steering A Mortgage Broker is prohibited from steering a consumer to a particular loan based on the fact that the Mortgage Broker would receive a higher amount of compensation in comparison with other loans the Mortgage Broker could have offered the consumer, unless the loan offered is in the consumer s interest. Steering or directing a consumer to a particular credit transaction means advising, counseling, or otherwise influencing a consumer to accept that transaction. For such actions to constitute steering, the consumer must actually close the transaction in question. (See 12 C.F.R (e)(1); see also comment (e)(1)-1, Steering). In order to meet the Safe Harbor requirements, the Mortgage Broker must obtain and review loan options from a significant number of the Creditors with which the Mortgage Broker regularly does business. For this purpose, the Mortgage Broker regularly does business with a Creditor if: (a) there is a written agreement between the Mortgage Broker and the Creditor governing the originator s submission of mortgage loan applications to the Creditor; (b) the Creditor has extended dwelling-secured credit to one (1) or more consumers during the current or previous calendar month based on an application submitted by the Mortgage Broker; or (c) the Creditor has extended dwelling-secured credit twenty-five (25) or more times during the previous twelve (12) calendar months based on applications submitted by the Mortgage Broker. The previous twelve (12) calendar months begin with the calendar month that precedes Universal Lending Corp. March 23, 2011 Page 4 3/23/2011 2:32 PM

6 Mortgage Broker Compensation Policy the month in which the Mortgage Broker accepted the consumer s application. (See comment 36(e)(3)-2, Creditors with which loan originator regularly does business). Evaluating Loan Offers For each type of transaction in which the consumer expresses an interest, the Mortgage Broker must evaluate loan offers from a significant number of the Creditors with which the Mortgage Broker regularly does business. In determining whether a particular loan is in the consumer s interest, the loan must be compared to other possible loan offers available to the Mortgage Broker which the consumer was likely to qualify, at the time the loan is offered to the consumer. To be considered a possible loan offer, an offer need not be extended by the Creditor; it need only be an offer that the Creditor likely would extend upon receiving the consumer s application, based on the Creditor s current credit standards and current rate sheets or other similar means of communicating its current credit terms to the Mortgage Broker. A Mortgage Broker need not inform the consumer about a potential loan offer if the Mortgage Broker makes a good faith determination that the consumer is not likely to qualify for it. Significant Number of Creditors A significant number of the Creditors with which a Mortgage Broker regularly does business is three (3) or more of those Creditors. Moreover, the Rule does not require a Mortgage Broker to establish a business relationship with any Creditor with which the Mortgage Broker does not already do business. The Mortgage Broker must evaluate loan offers from at least three (3) of Creditors the Mortgage Broker regularly does business with for each type of transaction in which the consumer expresses an interest. The Mortgage Broker need not present loan options from all Creditors the Mortgage Broker regularly does business with to the consumer. For example, if three (3) loans available from one (1) of the Creditors the Mortgage Broker regularly does business with satisfy the criteria, presenting those and no options from any other Creditor the Mortgage Broker regularly does business with is sufficient. (See comment to (e)(3)-1, Significant number of creditors). Safe Harbor A Mortgage Broker that satisfies the safe harbor requirement is deemed to comply with the anti-steering restrictions. A Mortgage Broker that does not satisfy the safe harbor requirement is not subject to any presumption regarding the Mortgage Broker s compliance or noncompliance with the anti-steering restrictions. In order to meet the safe harbor requirement, for each type of transaction in which the consumer expresses an interest, the Mortgage Broker must present the consumer with loan options that include: (a) the loan with the lowest interest rate; (b) the loan with the lowest interest rate without negative amortization, a prepayment penalty, interest-only payments, a balloon payment in the first seven years of the life of the loan, a demand feature, shared equity, or shared appreciation; or, in the case of a reverse mortgage, a loan without a prepayment penalty, or shared equity or shared appreciation; and (c) the loan with the lowest total dollar amount for origination points or fees and discount points. To obtain the safe harbor, the Mortgage Broker must present loan options that meet the forgoing criteria for each type of transaction in which the consumer expressed an interest. The term type of transaction refers to whether: (i) a loan has an annual percentage rate that cannot increase after closing (i.e., a fixed rate mortgage); (ii) a loan has an annual percentage rate that may increase after closing (i.e., an ARM); or (iii) a loan is a reverse mortgage. (12 C.F.R (e)(3)(i)). Transactions for Which the Consumer Likely Qualifies To qualify for the safe harbor, the Mortgage Broker must have a good faith belief that the loan options presented to the consumer are transactions for which the consumer likely qualifies. The Mortgage Broker s belief that the consumer likely qualifies should be based on information reasonably available to the Mortgage Broker at the time the loan options are presented. In making this determination, the Universal Lending Corp. March 23, 2011 Page 5 3/23/2011 2:32 PM

7 Mortgage Broker Compensation Policy Mortgage Broker may rely on information provided by the consumer, even if it subsequently is determined to be inaccurate. A Mortgage Broker is not expected to know all aspects of each Creditor s underwriting criteria, but pricing or other information that is routinely communicated by Creditors to Mortgage Brokers is considered to be reasonably available to the Mortgage Broker (e.g., rate sheets showing Creditors current pricing and the required minimum credit score or other eligibility criteria). If the Mortgage Broker is not able to form such a good faith belief for loan options that meet the safe harbor criteria for a given type of transaction, the Mortgage Broker may satisfy the safe harbor by presenting all loans for which the consumer likely qualifies and that meet the other requirements for that given type of transaction. (See 12 C.F.R (e)(2), (e)(3)(ii); see also comment (e)(3)-4, Transactions for which the consumer likely qualifies). A Mortgage Broker should not normally present to the consumer more than four (4) loan options for each type of transaction in which the consumer expresses an interest and for which the consumer likely qualifies. For each type of transaction, if the Mortgage Broker presents to the consumer more than three (3) loans, the Mortgage Broker must highlight the loans that satisfy the safe harbor criteria. The Mortgage Broker can present fewer than three (3) loans if the loan(s) presented to the consumer satisfy the safe harbor criteria. (12 C.F.R (e)(3)(iii), (e)(4); see also comment (e)(2)-2, Minimum number of loan options). Lowest Interest Rate To identify the loan with the lowest interest rate, for any loan that has an initial rate that is fixed for at least five (5) years, the Mortgage Broker shall use the initial rate that would be in effect at closing. For a loan with an initial rate that is not fixed for at least five (5) years: (a) if the interest rate varies based on changes to an index, the Mortgage Broker must use the fully-indexed rate that would be in effect at closing without regard to any initial discount or premium; or (b) for a step-rate loan, the Mortgage Broker must use the highest rate that would apply during the first five (5) years. (See comment (e)(3)-3, Lowest interest rate). Other Permissible Transactions A Mortgage Broker is not required to direct a consumer to the transaction that will result in the least amount of payment from the Approved Wholesaler to the Mortgage Broker. However, if the Mortgage Broker reviews possible loan offers available from a significant number of the Approved Wholesalers, and the Mortgage Broker directs the consumer to the transaction that will result in the least amount of compensation being paid by the Approved Wholesaler to the Mortgage Broker, the anti-steering requirements under (e)(1) are deemed to be satisfied. (See comment (e)(1)-2.ii, Prohibited conduct). In the case where a Mortgage Broker directs the consumer to the transaction that will result in a greater amount of compensation to the Mortgage Broker from the Approved Wholesaler, (e)(1) is not violated if the Terms and Conditions on that transaction compared to the other possible loan offers available through the Mortgage, and for which the consumer likely qualifies, are the same. For example, assume a Mortgage Broker determines that a consumer likely qualifies for a loan from Creditor A that has a fixed interest rate of 7 percent, but the Mortgage Broker directs the consumer to a loan from Creditor B that also has a fixed interest rate of 7 percent because the Mortgage Broker receives more in compensation from Creditor B. Section (e)(1) is not violated if the Terms and Conditions of the transaction are the same. Conversely, assume a Mortgage Broker determines that a consumer likely qualifies for a loan from Creditor A that has a fixed interest rate of 7 percent, but the Mortgage Broker directs the consumer to a loan from Creditor B having a rate of 7.5 percent. If the Mortgage Broker receives more in compensation from Creditor B than the amount that would have been paid by Creditor A, the prohibition in (e) is violated unless the higher-rate loan is in the consumer s interest. A Universal Lending Corp. March 23, 2011 Page 6 3/23/2011 2:32 PM

8 Mortgage Broker Compensation Policy higher-rate loan might be in the consumer s interest if the lower-rate loan has a prepayment penalty, or if the lower-rate loan requires the consumer to pay more in up-front charges that the consumer is unable or unwilling to pay or finance as part of the loan amount. These examples are for illustrative purposes and there are a variety of other reasons that a particular loan offer may be in the consumer s interest. (See comment (e)(1)-2.ii, Prohibited conduct). Source of Compensation A Mortgage Broker may elect either to: (a) have the consumer pay the Mortgage Broker s broker fee in cash or through the loan proceeds, or (b) have the ULC pay the Mortgage Broker for the transaction. Compensation Received Directly from the Consumer If the Mortgage Broker and the consumer select option (a), the consumer s payment may be in an amount that is based on the transaction s Terms or Conditions, as negotiated between the consumer and the Mortgage Broker. However, the Mortgage Broker cannot receive any payment for that transaction from any person other than the consumer. Additionally, if the Mortgage Broker and consumer selected option (a), the compensation paid to the Mortgage Broker cannot be more than if the Mortgage Broker and the consumer selected option (b). If a Mortgage Broker selects option (a), the payment may be made directly by the consumer in two forms: (1) out of the loan proceeds (e.g., the consumer increases the amount financed in order to pay the origination fee), or (2) cash from the consumer. The payment by the consumer of the Mortgage Broker s broker fee must be reflected on the HUD-1 Settlement Statement as Broker Commission for the exact amount the consumer agreed to pay the Mortgage Broker and must come from the borrower s cash or out of loan proceeds. (See comment (d)(1)-7, Compensation received directly from the consumer). Compensation Received from ULC If the Mortgage Broker and the consumer select option (b), neither Mortgage Broker nor any Loan Originator employee for the Mortgage Broker may receive any payment for that transaction from the consumer and the payment from ULC must be in the amount agreed upon between the Mortgage Broker and the ULC in the applicable Broker Agreement. Record Keeping Requirements For each transaction subject to the Loan Originator Compensation provisions, a Creditor must maintain: (a) records of the compensation it provided to the Loan Originator for the transaction; and (b) the compensation agreement in effect on the date the interest rate was set (or locked ) before closing. Sometimes a Creditor sets the interest rate initially and then re-sets it at a different level before consummation. The Creditor should use the last date the interest rate is set before closing. (See comment (a)-3, Rate set). Where a Loan Originator is a mortgage broker, a disclosure of compensation or other broker agreement required by applicable state law would be presumed to be a record of the amount actually paid to the Loan Originator in connection with the transaction. (See comment (a)-5, Prohibited payments to loan originators). Universal Lending Corp. March 23, 2011 Page 7 3/23/2011 2:32 PM

9 BROKER ORIGINATION AGREEMENT This Broker Origination Agreement ( Agreement ) made this day of, 20 between, a (specify type of entity; LLC, corporation, partnership, etc.) organized under the laws of having its principal office at ( Broker ), and Universal Lending Corporation, having its principal office at 6775 East Evans Avenue, Denver, Colorado ( ULC ) (collectively referred to as the Parties ). WHEREAS, Broker is engaged in the business of originating single family residential loans to individual borrowers (which loans, together with all documents evidencing, securing, or in any way related to the origination, processing, underwriting and closing of such loans, are hereinafter referred to as the Loan(s) ). WHEREAS, ULC is engaged in the business of providing financing for the purchase (and refinance) of single family residential loans. NOW, THEREFORE, in consideration of the mutual promises, covenants and undertakings hereinafter provided, the Parties agree as follows: A. NON-EXCLUSIVE ARRANGEMENT: It is agreed that the Parties enter into this nonexclusive arrangement whereby Broker solicits potential borrowers for single family residential loans and presents Loans to ULC for consideration to fund. B. INDEPENDENT CONTRACTOR. Broker acknowledges and agrees that it is an independent contractor of ULC, and Broker will not represent itself in any manner to be an agent, servant, employee, representative, partner, or co-venturer of ULC. Broker may not represent that the Broker s office is an office or branch of ULC, may not use any sign, letterhead, business card, check, or other identification which implies that the Broker s office is an office or branch of ULC or that the Broker is an agent or representative of ULC. C. BROKER COMPENSATION. Refer to the Broker s Compensation Plan incorporated into this Agreement and attached as Addendum A. The Broker s Compensation Plan outlines the Company s current compensation formula in compliance with the Company s Mortgage Broker Compensation Policy. The Broker s Commission Plan will be updated periodically as allowed by the Company s Mortgage Broker Compensation Policy. D. BEST EFFORTS LOCKS: ULC provides Best Effort quotes for products offered. Broker acknowledges that ULC intends to rely upon Broker s agreement to deliver Loans Broker Origination Agreement 03/11 Page 1 of 7 3/21/2011 6:00 PM Initial: Date:

10 which have been locked in accordance with this Agreement and that ULC may, without notice to Broker make binding commitments to others in reliance upon Broker s obligation under this Agreement. Any use of best- efforts locks as a hedge against a better price elsewhere will result in immediate termination of this Agreement. Broker will not close a Loan with another investor that had been previously locked with ULC unless the Loan was denied by ULC. Broker agrees that it shall use all reasonable efforts to close each Loan which has been accepted for lock by ULC. E. REPRESENTATIONS AND WARRANTIES: Broker hereby makes the following representations and warranties to ULC and any successor in interest to ULC under this Agreement. Such representations and warranties are deemed to be made by both as of the date hereof, and as of each and every date Broker presents Loans to ULC, and ULC shall be deemed to have relied on the following representations and warranties, regardless of any independent investigation ULC may have made or may hereafter make. 1. AS TO BROKER: The following representations and warranties are made with respect to Broker. i. Organization: Broker is duly organized, validly existing and in good standing under the laws of the applicable jurisdiction, and has the power to own its assets and to transact the business in which it is presently engaged. Broker warrants to ULC that no employee employed by Broker has ever been placed on the Freddie Mac Exclusionary List or the Federal Housing Administration Debarred List. ii. Authority: Broker has the power, authority and legal right to make, deliver and perform under this Agreement and all of the transactions contemplated hereunder, and has taken all necessary action to authorize the execution, delivery and performance of this Agreement. No consent of any other party and no consent, license, approval, or authorization of, or registration with, any governmental authority, bureau or agency is required in connection with the execution, delivery, performance, validity or enforceability of this Agreement or the transactions contemplated herein. iii. Litigation: No litigation or administrative proceedings of or before any court, tribunal, or governmental body is presently pending, or to the knowledge of Broker, threatened against Broker or any of its employees, which if adversely determined, would have a material adverse effect on the business, assets, or financial condition of Broker. iv. True and Correct: Neither the Broker s application nor any statement, report or other document furnished or to be furnished pursuant to the application or this Agreement or in connection with the transactions contemplated hereby contains any untrue statement of fact or is misleading due to omission of a statement of fact. v. Validity: This Agreement has been duly authorized and executed by Broker and is, or upon delivery will be, a legal, valid and binding obligation of Broker enforceable in Broker Origination Agreement 03/11 Page 2 of 7 3/21/2011 6:00 PM Initial: Date:

11 accordance with its terms, subject only to applicable bankruptcy, reorganization, insolvency, moratorium or other similar laws affecting creditor rights generally. 2. AS TO EACH LOAN: The following representations and warranties are made with respect to each Loan. i. Loans Meet Requirements: All Loans are in full compliance with all federal, state and local laws and regulations, including, without limitation, the Real Estate Settlement Procedures Act ( RESPA ), Truth-in-Lending Act ( TILA ), Equal Credit Opportunity Act ( ECOA ), Home Mortgage Disclosure Act ( HMDA ), Fair and Accurate Credit Transaction Act ( FACT ACT ), USA Patriot Act, and other applicable consumer protection and disclosure requirements. Each loan meets the guidelines of the Federal Housing Administration ( FHA ), Ginnie Mae ( GNMA ), Federal National Mortgage Association ( FNMA ), or Federal Home Loan Mortgage Corporation ( FHLMC ) as applicable. ii. Originated by Broker: Each Loan application was originated by a licensed Broker and not by a third party source. iii. True and Correct: No Loan documents contain any untrue statement of fact or are misleading due to the omission of a statement of fact. All information, including signatures, is genuine and true. F. COMPLIANCE WITH LAWS AND ULC WHOLESALE POLICIES AND PROCEDURES. Broker will take all necessary steps to ensure compliance with all applicable laws and regulations, whether state, federal, or local, as well as ULC Wholesale policies and procedures. G. INDEMNIFICATION: Broker will indemnify, defend and hold ULC harmless from and against any and all claims, loss, costs, or damages, including but not limited to, reasonable attorney s fees and expenses: (i) arising out of any act or omission of Broker or any employee or agent of Broker, (ii) arising out of Broker s failure to perform any of its obligations hereunder, or (iii) arising out of or in connection with falsity, incorrectness or incompleteness of any representation or warranty made by Broker herein. H. PAID IN FULL LOANS: Broker shall pay to ULC a one and one half percent (1.50%) fee or the Yield Spread Premium (YSP), whichever is greater, on any loan where the loan has been paid in full within one hundred eighty (180) days of the original disbursement date. I. REPURCHASE OF LOANS: Broker shall, at ULC s request, repurchase any Loan within 15 days of notice if any warranty or representation made by Broker about the Loan is untrue, regardless of whether Broker had actual knowledge of the untruth. Broker shall pay to ULC in immediately available funds an amount equal to each such Loan s current unpaid principal balance, plus accrued interest, plus fees and discounts, if any, paid by ULC to Broker for the Loan, plus any costs incurred by ULC. ULC shall tender to Broker all loan documents required to be repurchased pursuant to this provision, and said documents, where appropriate, shall be endorsed to Broker without recourse to ULC. It is understood and agreed by the Broker Origination Agreement 03/11 Page 3 of 7 3/21/2011 6:00 PM Initial: Date:

12 parties that the repurchase obligations hereunder are in addition to, and not in lieu of, all other remedies available in the Agreement or by law. J. EARLY PAYMENT DEFAULT: In the event of an Early Payment Default which occurs when a borrower becomes 30 days late on one of the first six payments due on the Note, Broker will pay ULC a one and one half percent (1.50%) fee or the Yield Spread Premium (YSP), whichever is greater, plus an additional two thousand five hundred dollars ($2,500). K. TERMINATION: This Agreement may be terminated in the manner hereinafter provided; however, all of the Broker s representations, covenants, and agreements contained in this Agreement shall survive any termination of this Agreement. 1. Termination Without Cause: This Agreement may be terminated without cause at any time by either party after ten (10) days prior written notice to the other party. Termination without cause shall not terminate Broker s agreement to deliver and ULC s agreement to fund those loans which, prior to the effective date of termination, have been registered by Broker with interest rate locked in, provided such loans continue to meet the requirements of this Agreement. 2. Termination for Cause: ULC may terminate this Agreement immediately, without notice for the following causes: (i) if Broker is in default under this Agreement, or (ii) if Broker becomes insolvent or bankrupt, or if a receiver is appointed for Broker, or if a petition for reorganization is filed by or against Broker. Termination for cause shall release ULC from any and all obligations to fund Loans, including Loans registered with interest rates locked prior to the effective date of termination. L. CONFIDENTIALITY AND NONDISCLOSURE: Except as otherwise required by law, Broker, its employees and agents, shall not disclose the existence of this Agreement or the fact that Broker is able to offer ULC s loan products and shall keep all communication between Broker and ULC confidential. M. ASSIGNMENT: Broker may not assign this agreement without the prior written consent of the ULC. ULC may assign this Agreement and this Agreement shall be binding upon and inure to the benefit of ULC, its successors and assigns. N. ENTIRE AGREEMENT AND AMENDMENTS. This Agreement and its Addendums constitute the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, representations, and understandings. All changes, additions, or deletions to this Agreement must be made in writing and signed by the Parties; provided, however, that ULC may from time to time amend or update ULC Wholesale policies and procedures by delivering program announcements, memos and the like to Broker, each of which shall be effective as indicated therein. Broker Origination Agreement 03/11 Page 4 of 7 3/21/2011 6:00 PM Initial: Date:

13 O. NOTICE: Any notice or demand required or permitted by this Agreement shall be deemed sufficiently given if served personally or sent by mail to the Party at its address: Broker: ULC: Universal Lending Corporation 6775 East Evans Avenue Denver, CO Attn: VP of Wholesale Lending Either Party may change its address by providing notice to the other party. P. INDUSTRY REPORTING: Broker gives express permission to ULC to report any information ULC deems appropriate to any regulatory authority or industry database including Mortgage Asset Research Institute ( MARI ). Q. ATTORNEY S FEES: If Broker or ULC should breach or fail to perform any provision of this Agreement, the defaulting party shall pay all costs and expenses, including court costs and reasonable attorney s fees incurred by the other party in the enforcement of this Agreement. R. WAIVER: No provision of this Agreement will be deemed waived, nor will there be an estoppel against the enforcement of any such provision, except by a writing signed by the party charged with the waiver or estoppel. No waiver will be deemed continuing unless specifically stated therein, and the written waiver will operate only as to the specific term or condition waived, and not for the future or as to any act other than that specifically waived. S. CONSTRUCTION: The headings in this Agreement are for convenience only and will not control the meaning of this agreement. Whenever applicable, masculine and neutral pronouns will equally apply to the feminine genders; the singular will include the plural and the plural will include the single. The parties have reviewed and understand this Agreement, and each has had a full opportunity to negotiate the Agreement s terms and to consult with counsel of their own choosing. Therefore, the parties expressly waive all applicable common law and statutory rules of construction that any provision of this Agreement should be construed against the agreement s drafter, and agree that this Agreement and all amendments thereto will be construed as a whole, according to the fair meaning of the language used. T. GOVERNING LAW, FORUM SELECTION, AND SEVERABILITY: This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without giving effect to the conflict of law principles. Each of the Parties irrevocably submits to the jurisdiction of any state of federal court located in Denver County, Colorado, over any action, suit, or proceeding to enforce or defend any right under this Agreement or otherwise arising from any transaction existing in connection with this Agreement. If for any reason a portion of this Agreement is found to be illegal or unlawful under applicable law, Broker Origination Agreement 03/11 Page 5 of 7 3/21/2011 6:00 PM Initial: Date:

14 that portion of this Agreement shall be deleted and the remainder of this Agreement shall remain in effect. This agreement has been executed as of the date set forth above. ULC: By: Printed Name: Title: Universal Lending Corporation BROKER: By: Printed Name: Title: (Authorized Officer Signature) NMLS Loan Originator Company ID:. Broker Origination Agreement 03/11 Page 6 of 7 3/21/2011 6:00 PM Initial: Date:

15 Addendum A to the Broker Origination Agreement BROKER COMPENSATION PLAN The compensation plan elected below will be used in determining the Broker s lender-paid compensation, in compliance with the Board of Governors of the Federal Reserve System s Regulation Z to the Truth in Lending Act, for all table funded loans where the borrower(s) have chosen to have ULC pay the Broker s compensation. The elected compensation plan is based on the percentage of the loan amount. The Rate Sheet option selected by the Broker is: Rate Sheet at % subject to a maximum of $ per disbursed loan. The Broker s Compensation Plan will be updated quarterly upon request as allowed by ULC s mortgage broker compensation policy. To request a change to the Broker Compensation Plan, the Broker must notify the Vice President of Wholesale in writing no less than ten (10) days before the end of the calendar quarter. By signing below, Broker is certifying that when the compensation is paid by ULC, such amount is and will be their sole source of compensation. The Broker will not charge or in any way assess borrower(s) any additional fees or charges and will not receive or accept any compensation from in any form from any party other than ULC. Broker s compensation is subject to all applicable federal, state, and local laws and regulations. BROKER: Broker: By: Printed Name: Title: (Authorized Officer Signature) NMLS Loan Originator Company ID:. Broker Origination Agreement 03/11 Page 7 of 7 3/21/2011 6:00 PM Initial: Date:

16 Universal Lending Corporation Third Party Originator (TPO) Questionnaire 1. Legal Name of Applicant: *Doing Business As (if applicable): 2. Mailing Address: 3. Primary Contact Person: Title: Business Phone: Fax Number: 4. Year Incorporated/Established: 5. Principal Area of Lending: (Attach all state licenses) 6. Business Type: Corporation incorporated under the laws of Partnership registered in General or Limited Sole Proprietorship Other 7. Tax Payer Identification Number: 8. Programs Applying for: Conventional FHA VA 9. Principal Officers: NAME TITLE BIRTHDATE SOCIAL SECURITY 10. Please give a brief description of the services you will be providing (i.e. taking loan application, processing, closing, etc... ). ULC TPO Application Questionnaire kar 03/11 Page 1 of 4

17 11. Has your business ever been suspended or terminated by any government agency, private mortgage insurer, or wholesaler? Include any investors or purchasers of loans that have been terminated 12. Do you have a warehouse line? 13. Has applicant been, or is applicant currently in any lawsuit pertaining to the origination or servicing of mortgage loans? Yes No. If you answered yes to question 13, please provide details: 14. Does applicant maintain and operate a full-time quality control system which meets all requirements by FNMA/FHLMC or FHA? Yes No. If you answered yes to question 14, please provide details: 15. Has applicant ever been issued Title II approval from HUD? Yes No. If yes, please provide HUD ID # HUD approval date: 16. Does applicant have Principal/Authorized Agent Relationship (unconditional DE approved with HUD)? Yes No. If yes, please provide HUD Approval # Initial Approval Date: DE Approval Date: (provide copies of initial HUD approval and unconditional DE Approval letters). 17. Origination History: number and dollar amounts of residential loans originated. YTD Units YTD $ Volume Prev YR Units Prev YR $ Volume FHA/VA: Conventional: TOTAL: 18. Please complete the following: List all Loan Originators: (use separate sheet if necessary). Employee Name Title Phone # NMLS # ULC TPO Application Questionnaire kar 03/11 Page 2 of 4

18 List of Loan Originators from question 18 continued. Employee Name Title Phone # NMLS # List all Processors: (use separate sheet if necessary) Employee Name Contract* or W-2 Phone # NMLS # *If your processor is a contract processor, please attach the resume. 19. If your company has no previous HUD approval prior to January 1, 2011, you must comply with the following: Broker must have at least one full-time processor or staff (W-2 employee) or must use a licensed contract processor with at least two years current FHA experience. Broker must also take ULC s FHA Best Practice training prior to any FHA loan being closed or disbursed. ULC TPO Application Questionnaire kar 03/11 Page 3 of 4

19 20. References: Please provide references that ULC may contact. Please list at least two sponsors, investors, mortgage insurers, or someone you have sold loans to previous to this application and someone you are currently servicing loans for (if applicable). A. Company Name: Nature of Association: Address: Name/Title of Contact Person: Phone Number: Date you started doing business with them: B. Company Name: Nature of Association: Address: Name/Title of Contact Person: Phone Number: Date you started doing business with them: C. Company Name: Certification Nature of Association: Address: Name/Title of Contact Person: Phone Number: Date you started doing business with them: All of the information contained in the Universal Lending Corporation Third Party Originator (TOP) Questionnaire is true and complete to the best of my knowledge. BROKER: By: Printed Name: Title: (Authorized Officer Signature) NMLS Loan Originator Company ID:. ULC TPO Application Questionnaire kar 03/11 Page 4 of 4

20 BROKER COMPENSATION QUESTIONNAIRE 1. Have you created and/or updated your company s policies and procedures regarding loan originator compensation to comply with the loan originator compensation rules set forth in the Truth in Lending Act, Regulation Z, and the Official Staff Commentary (referred to collectively as the TILA Compensation Rules, effective April 1, 2011? Yes No 2. Do your compensation policies and procedures address how your company will pay its mortgage brokers 1 ( loan officer employees )? Yes No 3. Are your loan officer employees paid based on the loan s interest rate or APR? Yes No 4. Are your loan officer employees paid based on the loan s LTV? Yes No 5. Are your loan officer employees paid based on the existence of a prepayment penalty or other loan-specific terms? Yes No 6. Are your loan officer employees paid based on the consumer s credit score? Yes 7. Are your loan officer employees paid based on the amount of fees collected? Yes No No 8. Are your loan officer employees paid based on the loan s Community Reinvestment Act eligibility? Yes No 9. Are your loan officer employees paid based on the existence or mortgage insurance in connection with the loan? Yes No 10. Are your loan officer employees paid based on individual loan profitability? Yes No 11. Are your loan officer employees paid based on loan type (such as different compensation for first lien loans, second lien loans, FHA/VA/USDA loans, purchase money loans, refinance loans, etc... )? Yes No 1 A mortgage broker with respect to a particular transaction is any loan originator that is not an employee of the creditor. 12 C.F.R (a)(2). A loan originator means with respect to a particular transaction, a person who for compensation or other monetary gain, or in expectation of compensation or other monetary gain, arranges, negotiates, or otherwise obtains an extension of credit for another person. 12 C.F.R (a)(1). Broker Compensation Questionnaire kar 03/11 Page 1 of 3

21 12. Can your loan officer employees receive compensation from multiple sources (such as both the borrower and the lender)? Yes No 13. If you offer borrower paid compensation, are you paying your loan officer employees in a manner that is compliant with the loan originator compensation rules set forth in the TILA Compensation Rules? Yes No N/A. We do not offer a borrower paid compensation option. 14. Are your loan officer employees paid based on a percentage of the amount of credit extended? Yes No If yes, please answer the following questions. a. Is that percentage fixed (constant)? Yes No b. Is that percentage subject to a minimum and maximum dollar amount? Yes No c. If yes, for (b) above, are those minimum and maximum dollar amounts fixed (constant) among all credit transactions? Yes No 15. What steps have you taken or will you take to ensure that your loan officer employees will originate loans in compliance with the loan originator compensation rules set forth in the TILA Compensation Rules? (check all that apply) Staff training Automated system controls Borrower disclosures Compliance testing and/or QA monitoring Transactional level controls described below: 16. How will you ensure that compensation is paid to your loan officer employees by either the lender or borrower, but not by both parties? (check all that apply) Staff training Automated system controls Borrower disclosures Compliance testing and/or QA monitoring Transactional level controls described below: 17. How will you ensure that your loan officer employees are not steering consumers to products on the basis of increased compensation? Broker Compensation Questionnaire kar 03/11 Page 2 of 3

22 Communication of requirements Staff training Provide consumer a loan options Safe Harbor disclosure Compliance testing and/or QA monitoring Automated system controls Transactional level controls described below: 18. How long does your company maintain records of the loan-level compensation paid to mortgage brokers, and mortgage broker compensation agreements?. Name and address of the individual who completed this questionnaire. Name: address: Broker Compensation Questionnaire kar 03/11 Page 3 of 3

23 BROKER COMPLIANCE ATTESTATION AND CERTIFICATION In compliance with the loan originator compensation rules under the federal Truth in Lending Act, including implementing Regulation Z and the Official Staff Commentary, ( Broker ) attests that for Loans delivered to ULC to disburse: (1) Neither Broker nor any other party has paid compensation to any loan originator in an amount that is based on terms or conditions of the Loan, and (2) no consumer has been steered to a product or program not in their interest on the basis of increased loan compensation for any loan originator. Broker affirms that all answers and information submitted in the Broker Compensation Questionnaire which Broker completed and submitted online, are true and correct, and that ULC is entitled to rely, and is relying on Broker s responses. Broker authorizes ULC, at its discretion, to verify the information in the questionnaire responses with any other sources, and Broker waives any cause of action or claim Broker may have against such sources with respect to any information they may provide. BROKER: Broker: By: Printed Name: Title: (Authorized Officer Signature) NMLS Loan Originator Company ID:. Date: _ ULC Wholesale Broker Attestation kar 03/11 Page 1 of 1

24 FHA APPROVAL APPLICATION This FHA Approval Application must be completed by those applicants that wish to obtain approval to originate FHA loans with Universal Lending Corporation ( ULC ) as a Sponsored Originator or Principal. Applicant Company Name: ( Broker ) Please complete the appropriate section (I, II or III) only one section should be completed Section I Sponsored Originator (no previous HUD approval prior to January 1, 2011) To be eligible for FHA approval with ULC, the Broker must have at least one full-time processor on staff (W-2 employee) or must use a licensed contract processor with at least two years current FHA experience. Broker must also take ULC s FHA Best Practice training prior to any FHA loan being closed or disbursed. Processor Information: Processor Name: Office Street Address (include city, state and zip): Office Phone Number: Alternative Number: Address: NMLS Number: or state that processor is a full time employee W-2 Processor References: Please list a minimum of three Name Relationship Phone Number Attach copy of Processor s Resume Sign FHA Addendum Broker Origination Agreement ULC Wholesale Broker FHA Approval Application kar 03/11 Page 1 of 2

25 Section II Sponsored Originator (Previous HUD approval prior to January 1, 2011) HUD Approval Number: Approval Date: Attach copy of HUD approval letter Sign FHA Addendum to Broker Origination Agreement Section III Principal/Authorized Agent Relationship (Complete only if company has unconditional DE approval with HUD) HUD Approval Number: Initial Approval Date: DE Approval Date: Provide copy of both initial HUD Approval and unconditional DE Approval letters Sign FHA Addendum to Broker Origination Agreement Certification All of the information contained in the FHA Approval Application and supporting information is true and complete to the best of my knowledge. ULC is authorized to check any sources named herein, perform a background investigation and obtain credit and other information concerning the Broker named herein, its principals, affiliates and employees. In some instances, ULC may request additional information. I certify that we have the required $25, net worth, a copy of which is attached. ULC may from time to time ask for updated financials to show the Brokers net worth. By signing below, I also certify that the Broker is currently in compliance with the employee requirements outlined in HUD Handbook , Chapter 2-9. BROKER: By: Printed Name: Title: (Authorized Officer Signature) NMLS Loan Originator Company ID:. ULC Wholesale Broker FHA Approval Application kar 03/11 Page 2 of 2

26 FHA ADDENDUM This Addendum is to that certain Broker Origination Agreement (the Agreement ), which was entered into concurrently with this Addendum or prior to this Addendum by and between ULC and Broker. The definition used in this Addendum shall have the same meanings as the definitions of the Agreement. This Addendum is applicable to the origination of mortgage application packages for mortgage loans insured by the Department of Housing and Urban Development ( HUD ) through the Direct Endorsement Program by and between ULC (hereafter sometimes referred to as Sponsoring Mortgagee ) and Broker (hereafter sometimes referred to as Sponsored Originator ). To the extent that this Addendum may conflict with any provisions of the Agreement, the terms and conditions of this Addendum shall control and supersede any conflicting provision in the Agreement. This Addendum shall serve as the written agreement between Sponsoring Mortgagee and Sponsored Originator for FHA Loans and both Sponsoring Mortgagee and Sponsored Originator agree to maintain a copy of this Addendum and the Agreement in their files. For FHA loans, the Sponsoring Mortgagee and Sponsored Originator hereby agree to the following procedures: 1. Broker, as Sponsored Originator shall take the application and originate the FHA loan under the customary wholesale procedures between Broker and ULC to include providing all upfront disclosures, as required by state and federal law, as well as any applicable upfront FHA disclosures. 2. Broker, as Sponsored Originator shall process and submit to ULC, as Sponsoring Mortgagee, applications for FHA loans to be underwritten by Sponsoring Mortgagee, under the customary wholesale procedures between Broker and ULC and in accordance with HUD guidelines for FHA loans. 3. Sponsoring Mortgagee agrees to fund FHA loans which meet Sponsoring Mortgagee s then-current underwriting criteria and which meet all requirements for insurance under HUD s Direct Endorsement program. 4. FHA loans shall be closed in the name of the Sponsoring Mortgagee in accordance with Federal, State and Local requirements as well as HUD guidelines for FHA loans. Sponsored Originator acknowledges that Sponsoring Mortgagee will, from time to time, conduct onsite visits to ensure Sponsored Originator s operations are adequate to originate FHA loans. ULC Wholesale FHA Addendum kar 03/11 Page 1 of 2

27 Sponsored Originator represents and warrants to Sponsoring Mortgagee that a minimum of 75% of FHA Loans submitted to Sponsoring Mortgagee result in an Underwriting Approval and that a minimum of 90% of those FHA Loans will be closed and funded with the Sponsoring Mortgagee. If the aforementioned requirements are not met, Sponsoring Mortgagee reserves the right to suspend or terminate the Sponsored Originator s ability to submit FHA loans to Sponsoring Mortgagee. Nothing in this Addendum shall be construed to establish an exclusive arrangement between the Sponsoring Mortgagee and Sponsored Originator. BROKER: By: Printed Name: Title: (Authorized Officer Signature) NMLS Loan Originator Company ID:. ULC Wholesale FHA Addendum kar 03/11 Page 2 of 2