Initials MORTGAGE BROKER AGREEMENT This Mortgage Broker Agreement

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Initials MORTGAGE BROKER AGREEMENT This Mortgage Broker Agreement Powered By Docstoc
					                            MORTGAGE BROKER AGREEMENT
This Mortgage Broker Agreement (the “Agreement”) is entered into by and
between Commonwealth Mortgage, LLC a Massachusetts Limited Liability Company and
_________________________________ __“Mortgage Broker”) as of this ______________day
of ________________, 2008.
                                           RECITALS

           A.    Mortgage Broker, among other activities, engages in the business of (i)
soliciting mortgage loan application packages (each, an “Application Package”) from the
general public for submission to mort gage banking entities for funding consideration, and
(ii) negotiating the terms and conditions of mortgage loans (each, a “Loan”) on behalf of the
mortgage loan applicant (the “Borrower”).
           B. Commonwealth Mortgage, LLC, among oth er activities, accepts mortgag e loan
application Packages submitted by independent mortgage brokerage companies for funding
consideration.
           C. Commonwealth Mortgage, LLC and Mortgage Broker desire to establish a
nonexclusive relationship whereby Mortgage Broker will, from time to time and at its option,
submit completed Application Packages to Commonwealth Mortgage, LLC for funding
consideration.

                                          AGREEMENT

General Mortgage Broker Responsibility; Fees

Mortgage Broker will, at Mortgage Broker’s sole cost and expense, unless otherwise agree to in
writing, perform those services as may be necessary in individual cases to prepare, process
and submit Application Packages to Commonwealth Mortgage, LLC for funding
consideration, and to facilitate the closing of Application Packages approved for fu nding by
Commonwealth Mortgage, LLC. Without limiting the generality of the foregoing, Mortgage
Broker shall be liable for all costs, expenses and fees incurred for appraisals and credit reports
ordered on applications solicited by Mortgage Broker if such costs, expenses or fees are not
paid by the loan applicant. Upon termination hereof, any such unpaid costs, expenses or
fees may be deducted by Commonwealth Mortgage, LLC from any earned but unpaid
compensation otherwise due Mortgage Broker hereunder. The character and amount of any
fees charged or received by Mortgage Broker and payable by Borrower in connection with
Application Packages have been or will be determined by direct negotiations between
Mortgage Broker and Borrower. Commonwealth Mortgage, LLC shall have no obligation to
pay Mortgage Broker any sum owed to Mortgage Broker by Borrower, nor shall
Commonwealth Mortgage, LLC have any obligation to pay Mortgage Broker any sum on
account of any Application Package which Commonwealth Mortgage, LLC does not fund and
close for any reason.

                                  OBLIGATIONS OF BROKER
Applications Mortgage Broker shall obtain from all loan applicants completed loan, credit
and similar applications, together with supporting verifications, approvals and related
documentation, as directed by Commonwealth Mortgage, LLC and in compliance with any
instructions of Commonwealth Mortgage, LLC, and shall deliver the same to Commonwealth
Mortgage, LLC. Mortgage Broker agrees to put all loan applications, requests for deposit

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verifications, requests for employment verifications, and all other information and
documentation to be utilized in connection with the solicitation, procurement, processing,
packaging, and origination by or on behalf of Commonwealth Mortgage, LLC on forms provided
or in a format approved by Commonwealth Mortgage, LLC. Mortgage Broker shall diligently
process and package all loan applications for and on behalf of the loan applicants and
cause the same to be forwarded to Commonwealth Mortgage, LLC for approval or
rejection. Mortgage Broker shall, at Mortgage Broker's expense, perform or cause to
be performed such other functions as Commonwealth Mortgage, LLC may require to facilitate
the closing of the loan transaction. Mortgage Broker agrees not to submit any loan package
for and on behalf of a loan applicant to Commonwealth Mortgage, LLC for which any
circumstances, conditions or events exist that, if known to Commonwealth Mortgage, LLC, would
cause Commonwealth Mortgage, LLC to deny approval of such loan package. In connection
therewith, Mortgage Broker shall promptly disclose to Commonwealth Mortgage, LLC any material
information that reasonably could be expected to be a relevant consideration in Commonwealth
Mortgage, LLC's decision to close a loan including, without limitation, discrepancies between
information provided by the loan applicant and that obtained from other sources, factors bearing on
the physical condition of the security property and any irregularities involving the purchase transaction
covering the security property or the relationship or involvement of any brokers or escrow depositories
in connection therewith. When requested by Commonwealth Mortgage, LLC, Mortgage Broker shall
determine whether any and all requirements imposed as a condition of funding a loan have been fully
performed or completed, and if it finds them fully performed or completed, Mortgage Broker shall
certify that such matters have been fully performed or completed in accordance with the terms and
conditions imposed. By such certification of compliance, Mortgage Broker shall assume all
responsibility to remedy any deviation, deficiency, or defect.


Compliance with Laws In soliciting loans and otherwise acting under this Agreement, Mortgage
Broker shall comply fully with all applicable federal, state and local laws, regulations, rules and
ordinances, as now existing or as hereafter enacted or amended, including, without limitation, federal
statutes relating to loans guaranteed by the Veterans' Administration, the Truth-in-Lending Act, as
amended, and Regulation Z promulgated thereunder, the Equal Credit Opportunity Act, as amended,
and Regulation B promulgated thereunder, the Real Estate Settlement Procedures Act of 1974, as
amended and Regulation X promulgated thereunder, the Fair Housing Act, as amended, Section 32
loans and all other federal and state disclosure and fair lending laws in all aspects of the credit
approval process, including a complete and full disclosure to the loan applicant and Commonwealth
Mortgage, LLC of all fees and other payments including, without limitation, back-end points, yield
spread premiums, etc, received by Mortgage Broker in connection with the loan. Mortgage Broker shall
provide such disclosures to borrower and Commonwealth Mortgage, LLC as required by applicable
law.

Quoting Loan Interest Rates; Loan Commitments; Delivery of Documents to Loan
Applicant or Borrower Prior to the approval of a loan package by Commonwealth Mortgage, LLC,
Mortgage Broker shall not make any representations to the effect that Commonwealth Mortgage, LLC
has approved or issued a commitment to fund the loan and, during such time, Mortgage Broker shall
make clear that any current interest rates or fees quoted are for guidance purposes only and that the
same shall not necessarily be the interest rates or fees that shall apply to the loan if and when the
same is approved by Commonwealth Mortgage, LLC, and that Mortgage Broker is not authorized to
approve a loan package on Commonwealth Mortgage, LLC's behalf. Mortgage Broker shall deliver to
loan applicants any documents directed to be so delivered by Commonwealth Mortgage, LLC.

Disclosure of Principal Transactions Mortgage Broker shall not participate as a principal in any real
estate transaction in which any present customer of Commonwealth Mortgage , LLC or other person
reasonably expected to become a customer of Commonwealth Mortgage, LLC also is a principal; in
which any agent or employee of Commonwealth Mortgage, LLC is a real estate agent or broker; or in
which Commonwealth Mortgage, LLC or any company which owns or is owned by Commonwealth
Mortgage, LLC is a lender, unless Commonwealth Mortgage, LLC expressly allows such participation
in writing. In the event that Mortgage Broker violates any provision of this subparagraph (d), all gross
profits, compensation, rents, income, property or other benefit derived by Mortgage Broker directly or
indirectly in connection with the transaction (computed without reduction for value or consideration

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given by Mortgage Broker in such transaction) belong to Commonwealth Mortgage, LLC and shall be
paid by Mortgage Broker to Commonwealth Mortgage, LLC upon demand.

Confidentiality During and after the term hereof, Mortgage Broker shall not disclose to any person
(other than an employee or agent of Commonwealth Mortgage, LLC or any affiliate thereof entitled to
receive the same) any confidential information relating to the business of Commonwealth Mortgage,
LLC or any such affiliate and obtained by Mortgage Broker while providing services to Commonwealth
Mortgage, LLC or such affiliate, without the consent of Commonwealth Mortgage, LLC, or until such
information ceases to be confidential. Notwithstanding the foregoing, Mortgage Broker shall not be
precluded from disclosures respecting Commonwealth Mortgage, LLC or an y affiliate where made
pursuant to compulsory legal process or when otherwise required by an appropriate governmental
agency.

Loan Approval Each Mortgage Loan Application must be originated and processed by Mortgage
Broker and not a third party; despite this general prohibition, however, Mortgage Broker may use third
to Commonwealth Mortgage, LLC, would cause Commonwealth Mortgage, LLC to deny approval of
such loan package. In connection therewith, Mortgage Broker shall promptly disclose to
Commonwealth Mortgage, LLC any material information that reasonably could be expected to be a
relevant consideration in Commonwealth Mortgage, LLC's decision to close a loan including, without
limitation, discrepancies between information provided by the loan applicant and that obtained from
other sources, factors bearing on the physical condition of the security property and any irregularities
involving the purchase transaction covering the security property or the relationship or involvement of
any brokers or escrow depositories in connection therewith. When requested by Commonwealth
Mortgage, LLC, Mortgage Broker shall determine whether any and all requirements imposed as a
condition of funding a loan have been fully performed or completed, and if it finds them fully performed
or completed, Mortgage Broker shall certify that such matters have been fully performed or completed
in accordance with the terms and conditions imposed. By such certification of compliance, Mortgage
Broker shall assume all responsibility to remedy any deviation, deficiency, or defect.

Compliance with Laws In soliciting loans and otherwise acting under this Agreement, Mortgage
Broker shall comply fully with all applicable federal, state and local laws, regulations, rules and
ordinances, as now existing or as hereafter enacted or amended, including, without limitation, federal
statutes relating to loans guaranteed by the Veterans' Administration, the Truth-in-Lending Act, as
amended, and Regulation Z promulgated thereunder, the Equal Credit Opportunity Act, as amended,
and Regulation B promulgated thereunder, the Real Estate Settlement Procedures Act of 1974, as
amended and Regulation X promulgated thereunder, the Fair Housing Act, as amended, Section 32
loans and all other federal and state disclosure and fair lending laws in all aspects of the credit
approval process, including a complete and full disclosure to the loan applicant and Commonwealth
Mortgage, LLC of all fees and other payments including, without limitation, back-end points, yield
spread premiums, etc, received by Mortgage Broker in connection with the loan. Mortgage Broker shall
provide such disclosures to borrower and Commonwealth Mortgage, LLC as required by applicable
law.

Quoting Loan Interest Rates; Loan Commitments; Delivery of Documents to Loan Applicant or
Borrower Prior to the approval of a loan package by Commonwealth Mortgage, LLC, Mortgage Broker
shall not make any representations to the effect that Commonwealth Mortgage, LLC has approved or
issued a commitment to fund the loan and, during such time, Mortgage Broker shall make clear that
any current interest rates or fees quoted are for guidance purposes only and that the same shall not
necessarily be the interest rates or fees that shall apply to the loan if and when the same is approved
by Commonwealth Mortgage, LLC, and that Mortgage Broker is not authorized to approve a loan
package on Commonwealth Mortgage, LLC's behalf. Mortgage Broker shall deliver to loan applicants
any documents directed to be so delivered by Commonwealth Mortgage, LLC.

Disclosure of Principal Transactions Mortgage Broker shall not participate as a principal in any real
estate transaction in which any present customer of Commonwealth Mortgage , LLC or other person
reasonably expected to become a customer of Commonwealth Mortgage, LLC also is a principal; in
which any agent or employee of Commonwealth Mortgage, LLC is a real estate agent or broker; or in
which Commonwealth Mortgage, LLC or any company which owns or is owned by Commonwealth
Mortgage, LLC is a lender, unless Commonwealth Mortgage, LLC expressly allows such participation

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in writing. In the event that Mortgage Broker violates any provision of this subparagraph (d), all gross
profits, compensation, rents, income, property or other benefit derived by Mortgage Broker directly or
indirectly in connection with the transaction (computed without reduction for value or consideration
given by Mortgage Broker in such transaction) belong to Commonwealth Mortgage, LLC and shall be
paid by Mortgage Broker to Commonwealth Mortgage, LLC upon demand.

Confidentiality During and after the term hereof, Mortgage Broker shall not disclose to any person
(other than an employee or agent of Commonwealth Mortgage, LLC or any affiliate thereof entitled to
receive the same) any confidential information relating to the business of Commonwealth Mortgage,
LLC or any such affiliate and obtained by Mortgage Broker while providing services to Commonwealth
Mortgage, LLC or such affiliate, without the consent of Commonwealth Mortgage, LLC, or until such
information ceases to be confidential. Notwithstanding the foregoing, Mortgage Broker shall not be
precluded from disclosures respecting Commonwealth Mortgage, LLC or an y affiliate where made
pursuant to compulsory legal process or when otherwise required by an appropriate governmental
agency.

Loan Approval Each Mortgage Loan Application must be originated and processed by Mortgage
Broker and not a third party; despite this general prohibition, however, Mortgage Broker may use third
party loan processors provided that by using such third party loan processors Mortgage
Broker agrees that Mortgage Broker shall have sole and exclusive responsible for the work
product of such third party loan processors. Mortgage Broker agrees to conduct a face-to- face
interview with applicant(s), unless otherwise permitted by FNMA, FHLMC, FHA, VA
and/or GNMA, as appropriate. Commonwealth Mortgage, LLC shall make available to
Mortgage Broker product descriptions of the lending programs of Commonwealth
Mortgage, LLC being offered by Commonwealth Mortgage, LLC from time to time;
provided, however, that such product descriptions may be modified at any time by
Commonwealth Mortgage, LLC in its sole discretion and shall not be binding upon
Commonwealth Mortgage, LLC. Commonwealth Mortgage, LLC shall have the right, in its
sole and absolute discretion, to determine the acceptability of an Application Package
for funding, and Mortgage Broker shall not represent to any person, including
Borrower, that Commonwealth Mortgage, LLC has approved or will approve, or that
Commonwealth Mortgage, LLC has issued or will issue a binding commitment to fund, any
Application Package until Mortgage Broker is so informed by Commonwealth Mortgage,
LLC. All Loans shall close in the name of Commonwealth Mortgage, LLC and with funds
provided by Commonwealth Mortgage, LLC unless Commonwealth Mortgage, LLC approves
otherwise. All information contained in an Application Package shall be subject to
independent verification by Commonwealth Mortgage, LLC. Commonwealth Mortgage,
LLC will not approve so-called Section 32 loans or loans defined as “High Cost Loans”
under any state, county or city statute, regulation or ordinance.

Due Organization, Existence and Good Standing Mortgage Broker is a duly organized
and validly existing entity in good standing in the jurisdiction under whose laws Mortgage
Broker is formed and has all licenses necessary to carry on its business as now being
conducted and as contemplated by this Agreement. In addition, Mortgage Broker is licensed,
registered, qualified and in good standing in each state in which any real property securing
repayment of a Loan is located and in each state in which Mortgage Broker is engaged in the
business of brokering mortgage loans if the laws of such state require licensing, registration or
qualification to engage in the business of brokering mortgage loans, or is otherwise exempt
under applicable law from such licensing, registration or qualification, and in any event is in
full compliance with the laws, rules and regulations of each such state and of all real estate,
mortgage lending or other regulatory or supervisory agencies having jurisdiction over
Mortgage Broker’s activities to the extent necessary to ensure the enforceability of the Loans.
Mortgage Broker covenants to maintain all licenses, registrations and qualifications current and
to keep itself in good standing with such regulatory and supervisory agencies. Mortgage
Broker further covenants to notify Commonwealth Mortgage, LLC immediately upon the
suspension, revocation, expiration or other termination of any licenses, registrations or
qualifications, or of the taking of any action by any such regulatory or supervisory agency against

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Mortgage Broker that could adversely affect Mortgage Broker’s licenses, registrations and
qualifications. Mortgage Broker holds all applicable authorizations and approvals, including, without
limitation, those of FHA, VA, FNMA and GNMA, as are reasonably necessary to Mortgage Broker's
performance of its obligations hereunder in compliance with applicable law and secondary market
requirements, and is not in violation of any of the requirements of any authorizations and
approvals. If Mortgage Broker is other than an individual, then each representation and
warranty in this paragraph is hereby made on behalf of Mortgage Broker as well as each employee,
officer or partner of Mortgage Broker.

Authority and Capacity; Consent; Enforceability of Agreement Mortgage Broker has
the full power authority and capacity to enter into this Agreement and this Agreement has
been duly authorized, executed and delivered by Mortgage Broker and constitutes a valid and
binding obligation of Mortgage Broker, enforceable in accordance with its terms. No cons ent,
approval, authorization or order of any court or governmental agency or body is required for the
execution, delivery and performance by Mortgage Broker of, or compliance by Mortgage Broker
with, this Agreement or the consummation of the transactions c ontemplated by this
Agreement, or if required, such consent, approval or authorization has been obtained.
Mortgage Broker’s compliance with the terms and conditions of this Agreement will not
violate any provisions of its charter documents, any instrument relating to the conduct of its
business, or any other agreement, law or regulation to which it may be a party .

Compliance with Standards Established by Commonwealth Mortgage, LLC All Application
Packages shall fully comply with all pertinent requirements as Commonwealth Mortgage, LLC may
identify in any written manual or product descriptions that Commonwealth Mortgage, LLC may provide
to Broker from time to time (collectively, “Program Descriptions”). Real estate appraisal reports
submitted to Commonwealth Mortgage, LLC as part of Application Packages shall fully comply with the
standards outlined in Exhibit “A”.

Control of Documents; Disclosure and Validity of Information No Borrower shall have
had in his or her direct or indirect possession or control any credit, income or deposit
verification document submitted to Commonwealth Mortgage, LLC with respect to any Loan.
Mortgage Broker has and shall make prompt, timely, full, accurate and truthful disclosure to
Commonwealth Mortgage, LLC of all facts, information and documentation that Mortgage
Broker may know, suspect, or have notice of, which could affect or has affected the validity,
collectibility, collateral value, security, or enforceability of any Application Package submitted by
Mortgage Broker for funding consideration by Commonwealth Mortgage, LLC. All information
submitted by Mortgage Broker to Commonwealth Mortgage, LLC with regard to the Application
Packages, including all written attachments thereto, is true, correct, currently valid and
genuine, and the dates appearing on each document presented to or signed by a Borrower
accurately reflect the date of delivery or execution, as applicable.

Ownership; Prior Involvement Mortgage Broker has no direct or indirect ownership interest
in any property acting as security for the Loan, or affiliation or relationship with any other party
having a financial interest in the Loan or the Loan transaction. To the extent Mortgage Broker
or any of its owners, officers, partners, agents or employees has (a) participated in the
sale, financing or mortgage origination with respect to the property securing the Loan or (b)
assisted a Borrower with obtaining prior financing, whether with respect to the property securing
the Loan or otherwise, Mortgage Broker shall disclose the nature and extent of such relationship
in writing at the time of the submission of the relevant Application Package.

Compliance with Laws In connection with its solicitation and processing of Application Packages
pursuant to this Agreement, Mortgage Broker and each other person involved in the Loan transaction
has complied and will comply with all applicable state and federal laws, rules and regulations
with respect to the Loans and the activities of Mortgage Broker, including, without limitation, the Truth
in Lending Act, as amended, and
Regulation Z promulgated thereunder, the Equal Credit Opportunity Act, as amended, and


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Regulation B promulgated thereunder, the Real Estate Settlement Procedures Act of 1974,
as amended, and Regulation X promulgated thereunder, the Fair Housing Act, as amended, the
Home Ownership and Equity Protection Act, as amended, and any applicable state or local
high-cost mortgage or predatory lending laws, rules or regulations, and all other federal and
state laws, rules and regulations as they relate to consumer credit disclosures and notices.

Fees The nature and amount of any fees charged or received by Mortgage Broker, have been
determined by direct negotiations between Borrower and Mortgage Broker. The total fees
to be received by Mortgage Broker have been separately itemized, fully disclosed, explained and
agreed to by Borrower and are reasonably related to the market value of the services rendered
by Mortgage Broker in connection with the Loan. There is no agreement betwee n Mortgage
Broker and Commonwealth Mortgage, LLC or any other person or entity for the payment of
any referral fee, rebate, bonus, kickback, fee split or other payment and no payment of such
referral fee, rebate, bonus, kickback, fee split or other payment has been or will be made. All
third-party fees charged or collected by Mortgage Broker shall represent only the amount of
the fee received or to be received by the third party service provider and neither Mortgage
Broker or any other party will retain any portion of such fee. The fees collected from the
borrower on each loan transaction shall fully comply with the fee guidelines and restrictions
as set forth in Exhibit “B”.

Services to Borrower With respect to each Borrower whose Application Package has be en
submitted by Mortgage Broker to Commonwealth Mortgage, LLC for funding
consideration pursuant to this Agreement, Mortgage Broker has observed and shall
observe and fully discharge any duties owed by Mortgage Broker to Borrower under
applicable law. In particular, and without limitation to the foregoing, whenever required by
such fiduciary duty, Mortgage Broker, its employees and/or agents has provided to Borrower
any and all requisite disclosures and obtained any and all requisite agreements or
authorizations. Mortgage Broker represents that all services performed by Mortgage Broker
were performed in accordance with accepted and customary standards in the mortgage
lending industry generally. Mortgage Broker is not aware of any dispute or claim by any
Borrower that all such services were not fully and satisfactorily performed. Mortgage Broker
has not coerced or compelled Borrower to accept any Loan or to take any advance pursuant
to any Loan.

Status of Mortgage Broker Commonwealth Mortgage, LLC and Mortgage Broker agree that
Mortgage Broker is neither an agent nor an employee of Commonwealth Mortgage, LLC
and may not be construed as such by reason hereof. Instead, Mortgage Broker is an
independent contractor, and is hereby expressly prohibited from holding i tself out as an agent,
representative or employee of Commonwealth Mortgage, LLC or as having any endorsement
from or affiliation with Commonwealth Mortgage, LLC. Mortgage Broker shall have no
authority to sign on behalf of Commonwealth Mortgage, LLC or to commit
Commonwealth Mortgage, LLC in any manner whatsoever to fund loans. This Agreement
shall not be deemed to appoint Mortgage Broker as an attorney -in-fact of Commonwealth
Mortgage, LLC or create a power of attorney in Mortgage Broker. Mortgage Broker shall not
make express or implied representations or warranties to loan applicants that conflict with the
authority set forth herein. Mortgage Broker is expressly prohibited from using the name
of Commonwealth Mortgage, LLC or the name of any parent, affili ate or subsidiary of
Commonwealth Mortgage, LLC in any advertising.

Adherence to Fair Lending Standards, Privacy Requirements, and Use of Computer
Systems Mortgage Broker understands and acknowledges that Commonwealth Mortgage,
LLC is fully committed to the principles of Fair Lending and to encouraging each of its third-
party vendors, including Mortgage Broker, to follow similar principles and to request that
Mortgage Broker and each of its owners, officers, partners, age nts and employees are all
adequately trained in Fair Lending policies and procedures. Mortgage Broker’s signature on
this Agreement will acknowledge that Mortgage Broker has received and reviewed the Fair

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Lending Policy adopted by Commonwealth Mortgage, LLC, which is attached hereto as
Exhibit “C”, and that Mortgage Broker has taken and will continue to take action to ensure that
Mortgage Broker and each of its owners, officers, partners, agents and employees are
adequately trained in and follow generally recognized Fair Lending policies and procedures.
Mortgage Broker also acknowledges that it has received and reviewed the Privacy
Requirements for Outside Service Providers adopted by Commonwealth Mortgage,
LLC, which is attached hereto as Exhibit “D” and acknowledges and understands the
terms of use for any computer systems made available to Seller by Buyer, which is
attached hereto as Exhibit “E” and agrees to be comply with all aspects of these
requirements.

Repurchase Obligation In the event that (a) Mortgage Broker breaches any covenant,
representation or warranty set forth in this Agreement, or (b) any of the representations
or warranties made herein by Mortgage Broker are found to be false, incorrect or
otherwise misleading at the time made, then, Mortgage Broker, upon receipt of
written demand from Commonwealth Mortgage, LLC, shall immediately repurchase from
Commonwealth Mortgage, LLC each mortgage loan relating thereto. The repurchase price for
such loan shall be equal to the unpaid principal balance of the loan, together with accrued
unpaid interest thereon at the applicable note rate through the date of repurchase, plus any
unreimbursed advances made by Commonwealth Mortgage, LLC in connection with such
mortgage loan.

Recapture of Premium Commonwealth Mortgage, LLC may have the right to recapture
any premium paid to Mortgage Broker if the loan is paid off within the first 1 50 days of
closing.

Mortgage Broker’s Indemnification In addition to the Repurchase Obligation contained
in this Agreement, Mortgage Broker shall indemnify and hold Commonwealth
Mortgage, LLC and its affiliates, shareholders, directors, officers, agents, employees,
successors and assigns harmless from and against, and shall reimbu rse 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 with, (a) any investigation undertaken
by Commonwealth Mortgage, LLC with respect to any document included as part of an
Application Package; (b) any breach of any representation, warranty or covenant contained
in this Agreement; (c) Mortgage Broker’s failure to perform any of its obligations under
this Agreement, or (d) any claim by a Borrower resulting from the failure or refusal by
Commonwealth Mortgage, LLC to fund a Loan other than pursuant to a binding
commitment by Commonwealth Mortgage, LLC to fund such Loan. Mortgage Broker’s
obligation to fully indemnify Commonwealth Mortgage, LLC unde r this Agreement shall not
be affected by Commonwealth Mortgage, LLC taking any of the following actions with or
without notice to Mortgage Broker: (i) liquidation, repayment, retirement, or sale or
resale of any Loan; (ii) foreclosure of any Loan; or (iii) sale or resale of the property
securing any Loan.

Compensation Any fees or other consideration, if any, to be received by Mortgage Broker for
performance of its obligations hereunder will be paid by Commonwealth Mortgage, LLC
after deducting all fees and charges due Commonwealth Mortgage, LLC and as
specified in Commonwealth Mortgage, LLC's price schedules which can be amended at
Commonwealth Mortgage, LLC's sole discretion. No consideration of any kind shall be
due or payable on any loan transaction whic h is not funded and closed by
Commonwealth Mortgage, LLC. There is no agreement between Mortgage Broker and
Commonwealth Mortgage, LLC or any other person or entity for referral fees, rebates,
bonuses, kick-backs or other payments not reflected herein, and no such other referral fee,
rebate, bonus, kick -back or payment has been or will be made. For any Mortgage Loan that

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is paid in full on or before 120 days after closing the Mortgage Broker shall be assessed an
early payoff fee equal to the amount of the above par premium that was paid on the Mortgage
Loan to the Mortgage Broker at the time of closing.

No Solicitation For 120 days after funding of any Loan by Commonwealth Mortgage,
LLC, Mortgage Broker shall not solicit, or take any refinance loan applicat ion on the same
property from the Borrower(s) to whom such Loan was made. In the event Mortgage Broker
does fund, or arrange for any third party to fund, any such Loan, Broker hereby
agrees to reimburse Commonwealth Mortgage, LLC for an amount equal to all
expenses, whether out-of-pocket or internal, that Commonwealth Mortgage, LLC incurred
in the origination of the Loan; in addition, Mortgage Broker shall refund to Commonwealth
Mortgage, LLC, immediately upon demand, all service released premiums previously paid by
Commonwealth Mortgage, LLC to Broker in connection with that Mortgage Loan.

Audits Mortgage Broker acknowledges that Commonwealth Mortgage, LLC may, at its sole
discretion, conduct quality control audits to verify documentation and appraisals sub mitted
by Mortgage Broker. Mortgage Broker agrees to assist Commonwealth Mortgage,
LLC in the conduct of any such audit and to provide Commonwealth Mortgage, LLC with
any information or documents in its possession that Commonwealth Mortgage, LLC
may reasonably request. Mortgage Broker further acknowledges that any failure to
cooperate in any such audit or any discrepancies found by Commonwealth Mortgage,
LLC during such audits are grounds for immediate termination of this Agreement. In
addition, upon discovery of such discrepancy, Commonwealth Mortgage, LLC may
notify the applicable state or federal agency of such discrepancy.

Financial and Other Information Mortgage Broker acknowledges that from time to time
Mortgage Broker shall furnish to Commonwealth Mor tgage, LLC information as
Commonwealth Mortgage, LLC shall reasonably request, including confirmation of the
continuing compliance by Mortgage Broker and its owners, officers, partners, agents or
employees with all applicable state and local licensing, registration, qualification and
certification requirements, together with any other information reasonably requested by
Commonwealth Mortgage, LLC to confirm that Mortgage Broker remains solvent.

Non-Exclusive Agreement The relationship between Commonwealth M ortgage, LLC and
Mortgage Broker, as set forth in this Agreement is non -exclusive. Mortgage
Broker acknowledges that Commonwealth Mortgage, LLC has heretofore entered into,
and may in the future enter into, similar arrangements with other mortgage brokers .
Mortgage Broker further warrants to Commonwealth Mortgage, LLC that Mortgage
Broker shall maintain similar relationships with other lenders such that Mortgage
Broker shall not be dependent upon Commonwealth Mortgage, LLC in the event that
Commonwealth Mortgage, LLC decides at its sole discretion to terminate this Agreement.

Termination of Agreement This Agreement creates neither a continuing obligation on
Mortgage Broker to present any Application Packages to Commonwealth Mortgage, LLC
nor a continuing obligation on Commonwealth Mortgage, LLC to accept Application
Packages from Mortgage Broker. This Agreement may be terminated by either party, with or
without cause, upon five (5) business days written notice to the other and Commonwealth
Mortgage, LLC shall not accept for any purpose new Application Packages submitted after
such termination. Termination of this Agreement shall not affect Mortgage Broker’s
obligations with respect to Application Packages submitted to Commonwealth Mortgage,
LLC prior to the effective date of the termination of this Agreement nor extinguish
Mortgage Broker’s obligations to indemnify and hold harmless Commonwealth
Mortgage, LLC as provided hereinabove. Furthermore, loans previously submitted by
Mortgage Broker to Commonwealth Mo rtgage, LLC may, at the sole discretion of
Commonwealth Mortgage, LLC, be suspended and returned to Mortgage Broker.


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Governing Law This Agreement shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts, without given effect to the choice of law
provisions thereunder. Any dispute that arises under or relates to this Agreement shall be
resolved in any court of competent jurisdiction located in Massachusetts.

Right to Offset Amounts owed by Mortgage Broker to Common wealth Mortgage, LLC under
this Agreement may, at the option of Commonwealth Mortgage, LLC and in its sole
discretion, be offset by Commonwealth Mortgage, LLC against any payments then or
thereafter owed by Commonwealth Mortgage, LLC to Mortgage Broker.

Notices All notices required hereunder shall be in writing and shall be deemed to have been
given, made, and received only (a) upon delivery, if personally delivered to a party; (b)
one business day after the date of dispatch, if by facsimile transmission; ( c) one business
day after deposit, if delivered by a nationally recognized courier service offering
guaranteed overnight delivery; or (d) three business days after deposit in the United States
first class mail, certified mail, postage prepaid, return receipt requested ), and any such
notice shall be deemed complete upon mailing to the address set forth below:



Commonwealth Mortgage, LLC                        Broker: ____________________________
2324 Turnpike Street                              ___________________________________
North Andover, MA 01845                           ___________________________________


Attorney’s Fees If any legal action or other proceeding is brought for the enforcement of this
Agreement, or because of an alleged dispute, breach, default, or misrepresentation in
connection with any of the provisions of this Agreement, the prevailing party or parties
shall be entitled to attorneys’ fees and other costs incurred in that action or proceeding, in
addition to any other relief to which it or they may be entitled.
Assignment Mortgage Broker may not assign this Agreement or its duties hereunder.
Entire Agreement This Agreement constitutes the entire agreement between the parties and
supersedes all prior and contemporaneous agreements, representations, and understandings.

Waivers or Remedies and Modifications The failure or delay of Commonwealth
Mortgage, LLC to review any Loan prior to funding and closing, or to exercise any right
or remedy available under this Agreement or at law or equity, shall not act as a waiver of any
other right or remedy, nor shall any single or partial exercise of any right preclude any other or
further exercise thereof. No waiver of any of the provisions of this Agreement shall be
deemed, or shall constitute, a waiver of any other provisions, whether or not similar, nor shall any
waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing
by the party making the waiver. All remedies shall be cumulative and nonexclusive.
Commonwealth Mortgage, LLC reserves the right from time to time to modify any provi sion
hereof in whole or in part, upon the giving of thirty (30) days written notice of such
modification to Mortgage Broker, provided that no such modification shall serve to reduce the
amount of compensation due to Mortgage Broker with respect to any full y documented
loan that is closed by Commonwealth Mortgage, LLC prior to the receipt of such notice.
Application Packages submitted by Mortgage Broker after the end of the thirty days’ notice
provided for herein shall be governed by the revised provisions of this Agreement.

Partial Invalidity If any provision of this Agreement is held invalid, void, or unenforceable, the
remaining provisions shall continue in full force and effect.

Further Assurances Each party shall perform any further acts and execute and deliver any


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documents that may be reasonably necessary to carry out the provisions of this
Agreement. In the event Commonwealth Mortgage, LLC receives notice that any
Borrower has exercised his or her right of rescission after Commonwealth Mortgage, LLC
has disbursed any loan proceeds, Mortgage Broker shall promptly return to Commonwealth
Mortgage, LLC all amounts collected by Mortgage Broker from Borrower in connection with
the Loan, regardless of whether such amounts were disbursed by Mortgage Broker to
other parties.

Construction of Agreement This Agreement shall be construed as though drafted by both parties
and shall not be construed against or in favor of any party.

 Captions and Paragraph Headings Captions and paragraph headings used herein are for
convenience only, and shall not be used in construing this Agreement.

IN WITNESS WHEREOF, the parties have caused their duly authorized representatives to
execute this Mortgage Broker Agreement as of the date first set forth above.

Commonwealth Mortgage, LLC                            Broker: _________________________
2324 Turnpike Street
North Andover, MA 01845                               _______________________________
P: 1-888-896-3787
F: 1-978-686-5227                                     _______________________________


x ____________________________                        x _____________________ ________
 Signature                                              Signature



Print Name: ___________________                       Print Name: _____________________


Date: _______________                                 Date: _______________




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                                      EXHIBIT A


                              Appraisal Requirements




Purpose:       Commonwealth Mortgage, LLC provides real estate financing for the
communities in which it operates. Quality real estate appraisals are an essential element of
sound underwriting and a key requirement for quality loan originations.

Statement of Policy:     All appraisals prepared for Commonwealth Mortgage, LLC must at a
minimum:

       Be prepared by Appraisers independent of the loan production process
       Comply with the Uniform Standards of Professional Appraisal Practice
       Be prepared by Appraisers who practice (USPAP), promulgated by the Appraisal
                                                                           th
        Standards Board of the Appraisal Foundation, located at 1155 15 St. NW, Suite 1111,
        Washington DC, 20005.
       Be written and contain sufficient information and analysis to support the final value
        conclusion
       Be based upon the definition of market value as set forth in the USPAP.
       Be performed by a State licensed or certified appraiser.

Individuals independent of loan production will be utilized to select appraisers on an unbiased
basis to perform appraisal work. Borrowers are not allowed to select appraisers and appraisals
prepared for borrowers are not allowed. Likewise, appraisers are not allowed to readdress
appraisals prepared for another client. All appraisers selected will possess the requisite
education, expertise, competence and certification to complete the assignment; must be capable
of rendering an unbiased opinion; and must be independent with no direct or indirect interest,
financial or otherwise, in the property or the transaction. Appraisers selected to perform appraisal
work will have the quality of their work and maintenance of licensing requirements reviewed at
least annually. Loans submitted for automated underwriting through Freddie Mac LP or Fannie
Mae DU may permit the use of an alternative to a full URAR appraisal based on their proprietary
AVM systems. These alternatives may range from an interior/exterior inspection, an exterior only
inspection or no inspection. If there is any evidence of adverse conditions and/or marketability
factors in the loan file or if the appraiser observes any factor that may have an adverse effect on
the marketability of the subject property during the inspection a full URAR appraisal will be
required. This policy will be periodically reviewed and amended by the Board of Directors as
necessary.

Management Directive: The Board of Directors directs management to develop procedures to
implement this policy and demonstrate their effectiveness in ensuring compliance with an
independent appraisal process.




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                                           EXHIBIT B

                                      Fair Lending Policy

Commonwealth Mortgage, LLC is committed to making available meaningful mortgage credit
services to all of our customers and potential customers within each of our diverse communities
on a fair and equitable basis. We will provide every customer and potential customer an
equal opportunity to apply for each of our available mortgage services. W e believe
that our commitment to fair lending is a good and sound business practice that allows us to
serve all of our customers and communities. We believe that our success at serving a
wide range of consumer and business credit customers is essential to the economic vitality of
Commonwealth Mortgage, LLC.

Commonwealth Mortgage, LLC will not tolerate discrimination in its lending or business
practices by any of our officers, employees, or approved mortgage brokers in serving our
customers and potential customers. Commonwealth Mortgage, LLC will always strive to
lead by example in assuring that fair lending principles are fully integrated into all of our
corporate policies and procedures, our marketing efforts and our relationships with third
parties involved in the credit process.

We believe that our commitment to fair lending is strengthened and reinforced by our
equally strong commitment to the creation of a diverse workforce which will continue to reflect the
values, aspirations and spirit of our multi-cultural communities, and thereby allow us to better
understand and respond to the legitimate multi-faceted credit needs of our communities.

In order to fulfill our commitment, we have empowered each of our officers and employees to
use their best personal and professional efforts and resources to continue to make
available meaningful services to all of our customers and communities.

Survival. The promises in this Rider shall survive the termination of the Agreement.




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                                          EXHIBIT C


                    Privacy Requirements for Outside Service Providers


Mortgage Broker agrees that any proprietary, financial or other nonpublic information
that it obtains directly or indirectly as the result of its working with Commonwealth
Mortgage, LLC in connection wit h the origination of Loans as contemplated by this Agreement
regarding actual or potential Borrowers (collectively, the “Information”) shall be
“confidential” as of the date that the Mortgage Broker obtains such Information regardless
of whether the Inform ation is received prior to, contemporaneously with, or subsequent to
the execution of the Agreement.

Information. Such Information will include, but not be limited to, “nonpublic personal
information” as that term is defined in Subtitle A of Title V of the Gramm-Leach-Bliley Act
(15 USC §6801) (the “Act”) and the implementing Interagency Privacy Regulations such as
12 CFR Part 40, as each may be amended from time to time.

Limited Usage. The Mortgage Broker agrees that it will use the Information solely for the
purpose for which the Information is disclosed to it by Commonwealth Mortgage, LLC or by
any other party or as otherwise permitted under the Act or the implementing Privacy
Regulations, including, but not limited to, use under an exception in §14 or §1 5 of the Privacy
Regulations, in the ordinary course of business to carry out the purposes for which the
Information was disclosed to Mortgage Broker. Mortgage Broker agrees to maintain the
confidentiality of the Information at least to the same extent as Commonwealth Mortgage, LLC
is required to maintain the confidentiality of the Information under the Act and the
implementing Privacy Regulations as each may be amended from time to time. The
purpose of this provision is to limit the right of the Mortgage B roker to disclose such
Information solely for the purposes for which Commonwealth Mortgage, LLC has
disclosed the Information to the Mortgage Broker and to preclude the Mortgage Broker from
sharing an actual or potential Commonwealth Mortgage, LLC customer ’s “nonpublic personal
information” as that term is defined in the Act with others.

Account Numbers. To the extent that Mortgage Broker is provided with any account
numbers or similar code of a potential or actual customer of Commonwealth Mortgage,
LLC; Mortgage Broker agrees that it will only use that Information on behalf of
Commonwealth Mortgage, LLC as provided in the terms of the Agreement; and Mortgage
Broker will not share that account number with any other party.

Non-Consumers. In addition, Mortgage Broker is prohibited from sharing information on
any actual or potential customer of Commonwealth Mortgage, LLC, even if the
customer relationship with Commonwealth Mortgage, LLC is for business or commercial
purposes, without the express written authoriz ation of Commonwealth Mortgage, LLC.




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                                        EXHIBIT D



                               Use of Computer Systems



By logging onto and using any computer system made available by Commonwealth Mortgage, LLC,
Mortgage Broker agrees to the following terms and conditions:

  1.   Mortgage Broker will take active measures to secure and protect all access devices, including
       identifications and passwords;
  2.   Mortgage Broker will take active measures to ensure that no persons other than those with
       your specific permission and in your employment will have access to the system;

  3.   Mortgage Broker will take active measures to ensure that access devices, including, without
       limitation, identifications and passwords, are not made available, or do not become
       available, to any person outside your employment, including, without limitation, your
       applicants, customers, clients or borrowers;

  4.   Mortgage Broker will take full and complete responsibility and liability in the event
       your actions or inactions, including without limitation, the actions or inactions of your
       current or former employees, result in an unauthorized person gaining access to the
       system and will indemnify and hold harmless Commonwealth Mortgage, LLC and its
       applicants and borrowers, including, without limitation, any applicants you or your
       employees have entered into the system, for any loss, harm or liability that may be
       incurred by Commonwealth Mortgage, LLC or any such applicant or borrower;
  5.   Mortgage Broker agrees to immediately notify Commonwealth Mortgage, LLC in the
       event you are informed of or have reason to suspect a breach of the above
       requirements has occurred and will cooperate fully in any investigation by Commonwealth
       Mortgage, LLC, its regulators or any other regulatory or enforcement agency.




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