Broker Approval Process

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					                        Bank of Ann Arbor Wholesale Lending Division
                                  Broker Approval Process

            The broker must complete the application forms in detail and have a senior officer sign
            the application and Broker Agreement. Upon receipt of the complete original application
            package we will review and verify the following information:

                   1. Two years of audited financial statements to show a minimum net worth of
                      $25,000.* If the year-end statements are older than 6 months we require a
                      year-to-date balance sheet and profit and loss statement. *$65,000.00 for
                      FHA Originators.

                   2. Resumes of the principal officers of the company to show a minimum of 2
                      years of experience in the mortgage industry. Completed Contact List of
                      employee, position and e-mail addresses.

                   3. List of all branch offices that are authorized to sell loans to Bank of Ann
                      Arbor along with a corporate resolution and of authorized signers for each
                      branch. Complete the Branch Authorization enclosed.

                   4. Quality Control Procedures to verify that a minimum of 10% of the production
                       is subject to the QC process. If QC is outsourced we require a copy of the
                       contract between the broker and outsourced firm. If not, we require a copy of
                        the brokers QC procedures.

                   5. Current License(s) for every state broker is licensed in. Broker is required
                      to verify that each license they hold allows Broker to close loans in
                      their own name. Loans will not close in the name of Bank of Ann Arbor.
                      Excluding FHA transactions.

                   6. Corporate Resolution to verify all authorized officers of the company who are
                      authorized to endorse mortgage notes and assignment of mortgages on
                      behalf of said corporation.

                   7. References. We require a minimum of 3 active references. We will verify
                      each reference for the quality of business, that the broker is in good standing,
                      and that the broker has had an active status for a minimum of one (1) year.

                   8. If you are an approved FHA originating office, please send us a copy of your
                      FHA Approval letter with your HUD Originator ID Number. And complete the
                      Addendum for FHA Sponsorship Agreement enclosed.

            A broker must also satisfy any additional criteria or questions we may have prior to our
            approval.

            Each broker must supply us with updated financial documentation within 90 days of the
            close of their fiscal year end. If broker has made changes in the past year of ownership
            and how they do business the broker must provide the information in a timely manner to
            remain an approved customer of the Bank of Ann Arbor - Wholesale Lending Division.




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                                                                                                                    Correspondent
                                                                                                                       Application
                                         Account                       _____________________________
                                                      Executive ________

APPLICANT INFORMATION:
Legal Name of Applicant                                            Parent Company, if any
                                                                   (specify bank, S&L, or other & address)




Type of Organization                                                                             Year Founded       Under Laws of
(Corporation, Partnership, Proprietorship, etc.)                                                                    What State




Principal Place of Business
Street Address, City State, Zip Code




Main Contact/Title                                                                 Telephone Number                 Fax Number




MANAGEMENT:

                                         Name                Address          SSN#               Telephone Number   Fax Number


CEO/Owner/President

Email Address

Vice President

Email Address

Secretary

Treasurer

Partner

Other Officer or Owner
                                     Separate Contact List with phone numbers and email addresses is acceptable




          Broker Application                                              1                                              7/24/2008
ORIGINATION HISTORY:

1. Enter the total number and total dollar amount of 1-4 family residential loans closed by your company during the
   last two years:

                       For Year of                        For Year of
                       Number      Amount                 Number      Amount

Conforming
(FNMA/FHLMC)

Nonconforming
(Jumbo)

FHA/VA

B/C

Total (100%)


2. Enter the total number and dollar amount of loans your company has funded during the last 12 months which
   you have been required to indemnify or repurchase: #                         $__________________



MI COMPANY/AGENCY APPROVALS:

1. Mortgage Insurance Company approvals:

         Company Name                   Master Policy Number                    Contact Name                  Phone Number




2. Agency approvals:

                       ID #            Date Approved                                         ID #             Date Approved

FDIC Insured                                                            FHA

FNMA                                                                    VA

FHLMC                                                                   GNMA Issuer




        Broker Application                                      2                                               7/24/2008
INVESTOR REFERENCES:

List at least three investors to whom you sell loans. This list should include those investors who represent the majority
of your company's sales volume and should include at least two non-agency references.

      Company                                      Company                                      Contact                  Telephone
       Name                                        Address                                       Name                     Number




DISCLOSURES:
With respect to the Applicant, it's parent(s), officers, senior management, diectors, partners or owenrs: List any claims
and/or litigation in process, convictions (excluding traffic violations), judgements, investigations or supervisory action by
a regulator, agency, or any other entity, and any other contingent liabilities not shown in the financial statements. Include
the present status and your opinion as to the probable liability. Attach to the application.

Answer the following:
1. Has the Applicant, its principals, its parent, subsidiary or affiliate had a prior busines relationship with Bank of Ann Arbor?
                       Yes                         No                         If yes, explain:




2. Has the Applicant, its principals, its parent, subsidiary or affiliate ever been denied, suspended or disqualified from selling
   or servicing mortgages by any investor or agency, or been subject to bankruptcy proceedings?
                       Yes                         No                         If yes, explain:




3. Is the Applicant, its principals, its parent, subsidiary or affiliate currently subject to regulatory or supervisory action by
   any regulatory agency?                                       Yes                         No

4. Has the Applicant, its principals, its parent, subsidiary or affiliate had any significant exceptions noted during any investor
   or agency audits over the past 12 months?                  Yes                         No       If yes, explain:




        Broker Application                                           3                                                   7/24/2008
CERTIFICATION

Each of the Applicant(s) and the undersigned certify that (I) the undersigned is duly authorized to provide the information
requested in this application to Bank of Ann Arbor (the "Buyer/Lender"); (ii) the Buyer/Lender is authorized by the Applicant to
verify any information obtained in connection with this application with any third party or source; (iii) the Applicant will,
at all times before or after the execution of any contract or agreement, act as an independent contractor and, at no time,
represent that Applicant is acting as agent for or on behalf of the Buyer/Lender; (iv) the Applicant is qualified to do
business and is properly licensed or registered as a mortgage banker or lender in all jurisdictions in which the Applicant
originates or services loans, or is exempt under applicable law from such qualification; (v) the Applicant is duly organized
under the laws of the state of its organization and has all requisite corporate power, authority and capacity to enter into
a contractual agreement; (vi) all information, whether written or verbal, provided by the Applicant to the Buyer/Lender in
connection with this application is true, correct and complete; and (vii) the Buyer/Lender is authorized to disclose any
information obtained in connection with this application to any affiliate of the Buyer/Lender.

The undersigned and the Applicant each agree to update the information provided to the Buyer/Lender in connection with
this application in the event that any information provided to the Buyer/Lender in connection herewith changes in any
respect. The Applicant agrees to indemnify and hold Buyer/Lender harmless from and against any and all liabilities,
damages, costs and claims resulting directly or indirectly from Buyer/Lender's reliance upon, use of or verification of
all such information.

The undersigned and the Applicant each understands that (i) the Buyer/Lender may now and at any time in the future,
obtain verification of any information contained herein from any available source (including obtaining credit reports with
respect to the entity and each individual named herein); (ii) any misrepresentation contained in this application and/or
any attachment or enclosure is grounds for disqualification or suspension; (iii) Buyer/Lender has the right among other
remedies to demand immediate payment of amounts due Buyer/Lender if, at any time, any of the information set forth
herein is not true, accurate or complete; (iv) approval will be conditioned upon receipt of all information and forms as
outlined in this application and/or any attachment(s) or enclosure(s).




Legal Name of Applicant




Typed Name and Title of Authorized Officer




Signature of Authorized Officer




Date




        Broker Application                                        4                                                7/24/2008
                                 Contact List


Lender Name: _________________________________________________________________



Main Contact _____________________________ Phone:______________________________

Title:      _____________________________ Fax:________________________________

Email:      _________________________________________________________________


Contact     _____________________________ Phone:______________________________

Title:      _____________________________ Fax:________________________________

Email:      _________________________________________________________________


Contact     _____________________________ Phone:______________________________

Title:      _____________________________ Fax:________________________________

Email:      _________________________________________________________________

Contact     _____________________________ Phone:______________________________

Title:      _____________________________ Fax:________________________________

Email:      _________________________________________________________________


Contact     _____________________________ Phone:______________________________

Title:      _____________________________ Fax:________________________________

Email:      _________________________________________________________________
              RESOLUTION OF BOARD OF DIRECTORS AND OFFICERS
                                   AND
                  CERTIFICATE OF AUTHORIZED SIGNATURES


Of
____________________________________________________________________________
RESOLVED FIRST, that


 _______________________ ____________________________                         ________________
Name of Officer                Signature                                Title of Officer

________________________        ___________________________ _______________________
Name of Officer                       Signature                Title of Officer

________________________        ___________________________ _______________________
Name of Officer                       Signature                 Title of Officer

________________________        ___________________________ ______________________
Name of Officer                       Signature                Title of Officer


of this corporation, or any or more of them or their duly elected or appointed successors in office
be and each of them is hereby authorized and empowered in the name of and on behalf of this
corporation, from time to time while these resolutions are in effect, to execute any and all
agreements, contracts, assignments, reports, mortgage documents, and other papers and
documents of any kind, to issue and endorse checks and drafts, and furnish any information
required or deemed necessary or proper in normal business activities.


                                       CERTIFICATION

I HEREBY CERTIFY that the foregoing is a true and correct copy of a resolution presented to
and adopted by the Board of Directors of __________________________________________at
a meeting duly called and held at ________________________________________on the
__________ day of ________________, ________, at which a quorum was present and voted
and such resolution is duly recorded in the minute book of this corporation; that the officers
named in stated resolution have been duly elected or appointed to and are the present incumbents
of the respective offices set after their respective name


                                             ._____________________________________
                                                                   Secretary


(Corporate Seal)
To:        Bank of Ann Arbor-Wholesale Division

From: _________________________________

Date: _________________________________

Re: Branch Authorization

To Whom it May Concern:

Please be informed that the branch office listed below is a registered branch of _____________
________________________________________ and in good standing to conduct business as:
__________________________________________. (Please include copy of dba if necessary).

Branch Manager is: _____________________________________________

Address:            _____________________________________________

                      _____________________________________________

Telephone:            _____________________________________________

Fax Number:         _____________________________________________

utilizing the same Tax Id# _____________________ and is authorized to do business and close loans in
the name of ___________________________________________________________.
It is understood that this branch is covered by the Correspondent Agreement previously signed by the
corporation and Bank of Ann Arbor and that the corporation is 100% responsible for the loans sold to
Bank of Ann Arbor by this branch. The corporation is also responsible for the actions of all employees
of this branch. The manager of this branch _______ does or ________ does not have any authority to
bind the Corporation without express written consent from the President.

If you any questions, please contact _________________________ at ___________________.

Sincerely,

____________________________________              _______________________
Signature                                                    Date
____________________________________
(Print Name and Title)
                                     BANK OF ANN ARBOR
                                     BROKER AGREEMENT




This Broker Agreement (“Agreement”) dated this _____________________________, by and between
______________________________ , a(n) ___________________________ corporation having its principal
office at ______________________________________________________________________ ("Broker”)
and BANK OF ANN ARBOR, A MICHIGAN CORPORATION organized under the laws of the State of
Michigan, with its wholesale mortgage lending office at 515 East 11 Mile Road, Madison Heights, MI 48071
(“Bank of Ann Arbor”).

         WHEREAS, Broker, from time to time, wishes to sell loans or have loans funded which are secured
by first mortgages on single family residential dwellings (“Loans”); and

        WHEREAS, Bank of Ann Arbor from time to time, wishes to purchase Loans or fund Loans
provided that the Loans fully conform with the requirements set forth in this Agreement and Bank of Ann
Arbor, Lending Manual (the “Manual”), including all amendments and revisions thereto.

         NOW, THEREOF, in consideration of the mutual promises and conditions contained herein, the
parties covenant and agree as follows:

    1. Bank of Ann Arbor will, in its sole discretion, fund approved Loans or purchase Loans from Broker,
       and Broker will close approved Loans or will sell Loans to Bank of Ann Arbor according to the terms
       and provisions of this Agreement and the policies and procedures in our manual, the funding or sale of
       the Loans to include the servicing rights with respect thereto. All loan transactions involving Broker
       and Bank of Ann Arbor must conform to all applicable requirements for the Loans set forth either in
       the Agreement or in the policies and procedures in our manual, including any amendments or
       revisions thereto. Capitalized terms used in this Agreement and not defined herein shall have the
       meaning set forth in the policies and procedures in our manual. At a minimum, Bank of Ann Arbor
       will underwrite, fund and/or purchase approved Loan applications offered by Broker pursuant to the
       following general terms and conditions:

             A. Broker shall obtain appraisal, credit, flood certificate and other documentation required by
                Bank of Ann Arbor for each Loan for which an individual borrower has authorized Broker to
                provide financing. Bank of Ann Arbor must approve appraisal, credit source and flood
                certificate source.




BOAA Broker Agrmt 04/2008                           1
             B. From time to time, Bank of Ann Arbor will provide the Broker a list of types of Loans it will
                accept, which will include interest rates, loan limits, loan-to-value ratios, points fees and
                limited conditions pertaining to individual programs. Approvals will be issued to Broker in
                accordance with Bank of Ann Arbor current lending policy. Approvals will take the form of a
                written commitment as provided in the section 2 below covering only the particular Loans
                submitted by Broker for approval. All loans shall be underwritten on an individual basis by
                Bank of Ann Arbor or an approved contract underwriter.

             C. Bank of Ann Arbor will fund closings of approved Loans for Broker. Broker represents,
                covenants and warrants that all Loans shall be closed by a title agency or settlement attorney
                approved by Bank of Ann Arbor; and that no officer, employee, or agent of Broker shall close
                any Loan except as specifically provided herein. Broker shall provide Bank of Ann Arbor
                with an original insured closing letter for all title agencies and settlement attorneys.

    2. Broker must request a written commitment (“Commitment”) for any Loan it wishes to sell to Bank of
       Ann Arbor or for which Broker wishes Bank of Ann Arbor to fund by contacting Bank of Ann Arbor
       and following the registration and rate lock procedures as set forth in the policies and procedures in
       our manual. Bank of Ann Arbor will provide Broker with listings from time to time, which designate
       the persons and their telephone numbers at Bank of Ann Arbor from whom Commitments can be
       requested. Broker must notify Bank of Ann Arbor of any errors in the Commitment within twenty-
       four (24) hours after receipt. Upon issuance of a Commitment, and subject to the terms and
       conditions of the Commitment, this Agreement and the policies and procedures in our manual, Bank
       of Ann Arbor shall be obligated to purchase or fund the identified Loan from Broker, and Broker shall
       be obligate to sell the identified Loan to Bank of Ann Arbor or cause the identified Loan to close for
       the benefit of Bank of Ann Arbor.

    3. For Loans to be funded by Bank of Ann Arbor, Broker must select a pricing option for each Loan it
       registers with Bank of Ann Arbor prior to Loan Closing. Pricing options offered by Bank of Ann
       Arbor shall be set forth on our daily rate sheet. Any pricing above par (Yield Spread Premium or
       Service Release Premium) shall be paid to Broker at the time the Loan disburses by the Closing
       Agent. Pricing options may be changed, added or deleted by Bank of Ann Arbor from time to time at
       Bank of Ann Arbor’s sole discretion, but any changes will not apply to Loans registered by Broker
       prior to the date of the change.

    4. Broker hereby acknowledges and authorizes Bank of Ann Arbor to transmit pertinent information to
       Broker on a regular basis via U.S. Mail, facsimile transmission, electronic mail or any other form
       deemed necessary by Bank of Ann Arbor. This may include, but is not limited to Daily Rate Sheets,
       product information, rate lock confirmations, Underwriting Approval Letters, procedural updates or
       other information needed to conduct a normal course of business. It is understood and agreed that any
       information shared between the parties of this contract is considered confidential and private
       information and shall not be shared with any other parties that do not require the information to
       conduct their normal course of business. This information shall include, but not be limited to
       borrower’s personal private information such as social security numbers, address, phone number(s),
       income, debts, real estate owned, etc.; Bank of Ann Arbor’s Rate Sheet, product descriptions, policies
       or procedures, Underwriting Approval letters or any other sensitive information; and the Broker herein
       shall not sell, rent or supply any listing of borrower data to any outside firm except as required by law
       or needed to complete any Loan described herein.




BOAA Broker Agrmt 04/2008                            2
    5. Unless otherwise agreed, all Loans funded by Bank of Ann Arbor will close in Broker’s name and the
       Loan will be assigned to Bank of Ann Arbor at time of closing via MER's MOM Documents (MER's
       as Original Mortgagee) with MER's Min number assigned by Bank of Ann Arbor at the time the loan
       is locked. All Notes executed at closing will be properly endorsed by an authorized representative of
       Broker and must be made payable to Bank of Ann Arbor without recourse. Broker takes full
       responsibility for properly closing each Loan in accordance with the conditions set forth in the
       Underwriting Approval Letter, the terms of this contract and the laws governing the state in which the
       subject property is located in.

    6. For loans to be purchased from Broker by Bank of Ann Arbor, the purchase price of a Loan purchased
       under this Agreement shall be the price stated in the rate lock confirmation, which shall be a
       percentage of the unpaid principal balance of the Loan. Loans under this Agreement shall be “net
       funded”. Any loan specific fees due to or due from Bank of Ann Arbor shall be deducted or added to
       the amount of the loan and will be wire transferred to the Closing Agent, unless otherwise agreed
       upon in writing. Additionally, any fees or penalties that have been billed to the Broker but remain
       unpaid for a period of more than thirty (30) days may be deducted from any above par premiums
       subsequently due to Broker.

    7. Broker shall promptly notify Bank of Ann Arbor if a registered and/or locked Loan will not close and
       the reason. Broker shall also promptly notify Bank of Ann Arbor if it appears that a locked Loan will
       close, but not by the closing deadline set forth in the pricing option applicable to the Loan. In such
       case, Bank of Ann Arbor may grant an extension of the closing deadline as is further described in our
       manual.

    8. In addition to all required underwriting and closing documentation, Broker shall submit all required
         final documents along with a Final Document Transmittal containing any items that were not included
         in the Loan file sent to Bank of Ann Arbor. The Loan documentation shall include all items required
         by the manual, all of which shall be transmitted to Bank of Ann Arbor within sixty (60) days
         following the Loan closing. If Broker can demonstrate that the delay in obtaining documentation is
         beyond the control of Broker, Broker may request Bank of Ann Arbor to extend the date by which the
         documentation is due for up to thirty (30) days. If on the ninetieth (90th) day, Broker is still unable to
         submit final documentation for a Loan after the granted extension period, Broker must then obtain at
         its expense, court certified copies of the recorded documents and an original Loan title insurance
         policy. If on the one hundred twentieth (120th) day, Bank of Ann Arbor has not yet received these
         documents, Broker will be assessed $100.00 for each missing final document for each Loan per month
         until Bank of Ann Arbor receives them. If Broker fails to deliver all required Loan documentation
         within 180 days of closing, Bank of Ann Arbor, at its option may require Broker to repurchase the
         Loan or compensate Bank of Ann Arbor for the cost of retrieval.

    9. Broker agrees, represents, warrants, and covenants as to the Loans as follows:

             A. Each Loan sold to Bank of Ann Arbor or funded by Bank of Ann Arbor conforms with all
                applicable Loan requirements set forth in the Commitment relating to the Loan, this
                Agreement, and the manual, including any amendments or revisions thereto;

             B. Each Loan was originated by Broker;

             C. That immediately prior to the transfer and assignment of Loans to Bank of Ann Arbor
                hereunder, Broker had good title to, and was the sole owner of, each Loan and there has been


BOAA Broker Agrmt 04/2008                              3
                  no other sale or assignment or security interest granted by Broker or any other party nor are
                  there any other restrictions limiting transfer of the Loans;

             D. As of the date of delivery of the Loan file, each Loan has a payment due date that is the first
                day of the month, interest on each Loan is computed in arrears, the late charge on each Loan
                is the maximum amount permitted by applicable law, and the mortgagor is required to make
                monthly escrow payments for real estate taxes and insurance premiums unless waived by
                Bank of Ann Arbor;

             E. As of the date of delivery of the Loan file, there is no delinquent tax, assessment or lien
                against the property securing the Loan, and Broker has paid all property tax bills, which are or
                will become due within sixty (60) days of the delivery date of the Loan file to Bank of Ann
                Arbor;

             F. As of the date of the delivery of the Loan file, there is no valid offset, defense or counterclaim
                to any note or mortgage including the obligation of the mortgagor to pay the unpaid principal
                and interest on such note;

             G. As of the date of delivery of the Loan file, there are no mechanic liens or claims, which affect
                the lien priority of the mortgage. For any completion escrows, Broker shall provide Bank of
                Ann Arbor with satisfactory evidence of completion of the improvements and disbursements
                of the completion escrow funds. Bank of Ann Arbor requires that the completion escrow
                funds be deposited by Broker, Loan Borrower or Property Seller with the Closing Agent to be
                disbursed upon satisfactory evidence of completion. All procedures with regard to
                completion escrow funds must conform to FNMA/FHLMC guidelines and must only be for
                weather related delays (i.e. landscaping);

             H. The property is free of damage, waste and environmental hazards, the property and its
                improvements are not in violation of any applicable zoning law or regulation, and there is not
                proceeding pending for the total or partial condemnation thereof;

             I.   Each Loan conforms with all applicable insurance requirements as follows: the title insurance
                  company is acceptable to Bank of Ann Arbor, and if the provider is a title insurance agency,
                  they are insured by a national underwriter and are in good standing with the same; the Loan is
                  insured against default in accordance with Bank of Ann Arbor’s requirements and any private
                  mortgage insurance as required is issued by a company acceptable to Bank of Ann Arbor; the
                  property is insured by a hazard insurance policy issued by an insurer acceptable to Bank of
                  Ann Arbor in an amount not less than the amount of the Loan, except where a lesser amount
                  is required by law, which names Bank of Ann Arbor in the mortgagee clause; and if the
                  property is located in a flood hazard area, the property is properly insured by flood insurance
                  policy, and all federal, state and local requirements have been complied with;

             J. Each Loan is in full compliance with all pertinent requirements and warranties of FNMA,
                FHLMC, or such other investor as Bank of Ann Arbor may identify;

             K. Each of the mortgages assigned to Bank of Ann Arbor pursuant to this Agreement is at the
                time of assignment a first lien on the property described in said mortgage; each mortgage is
                duly executed and has or will be properly recorded; the security for each mortgage is real
                estate upon which is located a one (1) to four (4) unit residential dwelling; the proceeds of


BOAA Broker Agrmt 04/2008                              4
                  each mortgage at the time of assignment to Bank of Ann Arbor are fully disbursed; it will not
                  assign or sell any rights in any Loan assigned to Bank of Ann Arbor to any other person; it
                  will defend the Loan against all claims whatsoever and that it has full right, title and authority
                  to transfer the same;

             L. Each of the Loans shall comply with all applicable federal, state and local laws and
                regulations including, without limitation, usury, Truth-In-Lending, Real Estate Settlement
                Procedures Act (RESPA), recording, Predatory Lending Laws per state specifics, Consumer
                Credit Protection Act, Equal Credit Opportunity Act, Home Owner Equity Protection Act
                (HOEPA), Privacy Act requirements, Fair Lending Act, Patriot Act requirements, adjustable
                rate loan requirements, disclosure requirements and requirements related to the Broker’s
                authority and right to originate and sell the Loans. The Broker shall maintain in its
                possession, available for inspection by Bank of Ann Arbor, or any governing body, and shall
                deliver to Bank of Ann Arbor, evidence of compliance with all such requirements;

             M. Each individual loan borrower shall receive all necessary disclosures required by state and
                federal laws and regulations including, if applicable adjustable and balloon rate mortgage
                disclosures;

             N. Each individual loan borrower shall be positively identified by Broker and Broker shall have
                proof of such in each loan file;

             O. Standard FNMA/FHLMC forms and documents (including notes, mortgages and applicable
                riders) shall be used by Broker in the closing of the Loans.

             P. Each loan file contains true and accurate information and documentation free from fraud or
                misrepresentation with respect to the borrower’s income, assets, credit and property or any
                other documents/information provided in the credit file that secured the loan approval.

    10. In the event that: (i) any Loan sold by Broker to Bank of Ann Arbor pursuant to this Agreement, or
        (ii) any Loan which is funded by Bank of Ann Arbor pursuant to this Agreement fails to conform with
        the applicable requirements for the Loan set forth in the Commitment relating to the Loan, this
        Agreement or in the policies and procedures in our manual, or if all required Loan documentation is
        not submitted to Bank of Ann Arbor within the time required by the Agreement or the manual in a
        form acceptable to Bank of Ann Arbor, or if Broker breaches a representation, warranty or covenant in
        the Agreement or if an agency or an investor such as FNMA or FHLMC refuses to purchase or
        requires Bank of Ann Arbor to repurchase the Loan due to a defect or Loan documentation problem
        which occurred prior to the date the Loan was delivered to Bank of Ann Arbor, Bank of Ann Arbor
        may suspend funding for any additional loans until said deficiency is remedied by Broker and may
        assign a monetary penalty as deemed necessary by Bank of Ann Arbor. Furthermore Bank of Ann
        Arbor shall, at its sole discretion, be permitted to demand; (i) the repurchase of any sold Loan by
        Broker, or (ii) the recovery from Broker of cost as hereinafter defined associated with any Loan
        funded by Bank of Ann Arbor which fails to conform to the foregoing. The repurchase price for any
        sold Loan shall be a price equal to the unpaid principal balance of the Loan plus accrued interest
        through the end of the month of repurchase, any escrow advances made by Bank of Ann Arbor, plus
        any fee paid by Bank of Ann Arbor or remuneration received by Broker with respect to the Loan. The
        Loan shall be repurchased by Broker no later than ten (10) business days after the receipt of written
        demand to repurchase. Bank of Ann Arbor may also, at its option, withhold the payment of fees or
        other remuneration due to Broker until such time as Broker has complied with all outstanding demand


BOAA Broker Agrmt 04/2008                               5
         for repurchase, provided all delinquent documentation or compensated Bank of Ann Arbor for any
         Costs associated with a Loan funded by Bank of Ann Arbor which fails to comply with the
         requirements of this Agreement.

    11. Broker further represents, warrants, and covenants as follows:

             A. Broker, and its officers acting on its behalf, have full legal authority to execute and deliver
                this Agreement and to engage in the transactions contemplated hereby; the execution, delivery
                and performance of this Agreement (including all instruments of transfer to be executed
                and/or delivered pursuant to this Agreement) have been duly and validly authorized, will not
                result in the violation of any law, rule, regulation, order, judgment or decree to which the
                Broker or its property is subject, and will not conflict with, result in a breech of, or constitute
                a default under any of the terms, condition or provisions of the charter, articles of
                incorporation of by-laws of Broker, or any agreements, indenture, loan or credit agreement or
                subject to any charter or other corporate restriction or any judgment, order, writ, injunction,
                decree, law, rule or regulation which may materially and adversely affect the ability of the
                Broker to perform its obligations hereunder. This Agreement constitutes the valid, legal and
                binding obligation of the Broker enforceable against it in accordance with its terms;

             B. Broker is duly organized, validly existing and in good standing under the laws of the
                jurisdiction where it is organized. Broker has all licenses necessary to carry on its business as
                now being conducted, and is licensed and qualified to transact business and is in good
                standing in the states where the mortgaged property is located, if the laws of such state require
                licensing or qualification in order to conduct business of the type conducted by the Broker;

             C. There are no actions, suits or proceedings, pending or threatened, against it in any court or
                before any administration agency, the adverse outcome of which would have any effect on its
                title to the Loans and servicing rights may be sold or purchased hereunder;

             D. If conventional Loans are sold to Bank of Ann Arbor pursuant to this Agreement, the
                appraiser for each Loan is acceptable to FNMA and FHLMC and Broker will maintain
                documentation evidencing each appraiser’s qualifications which will be promptly provided to
                Bank of Ann Arbor upon request;

             E. The Broker did not use any undue influence or pressure the Appraiser in any manner in order
                to establish, inflate or overstate the value for the Loan’s subject property;

             F. All information and documentation given to Bank of Ann Arbor by Broker or its agents, both
                in connection with Broker becoming approved to enter this Agreement and thereafter, was
                true and correct as of the date it was submitted;

             G. Broker will maintain a quality control system acceptable to Bank of Ann Arbor and will
                promptly provide to Bank of Ann Arbor upon request copies of all reports relating to Loans
                purchased by Bank of Ann Arbor pursuant to the Agreement;




BOAA Broker Agrmt 04/2008                              6
             H. Broker will provide Bank of Ann Arbor with audited annual financial statements prepared by
                independent certified public accountants in accordance with generally accepted accounting
                principles within ninety (90) days after Broker’s fiscal year-end, along with evidence of
                updated errors and omissions or fidelity bond coverage, and any updates in licensing upon
                request of Bank of Ann Arbor

    12. Broker agrees to indemnify Bank of Ann Arbor and hold Bank of Ann Arbor harmless against and in
        respect to any and all claims, losses, expenses, costs, obligations and liabilities (“Costs”) which arise
        from any incorrect representation, warranty or covenant contained in this Agreement. Broker further
        agrees to indemnify Bank of Ann Arbor and hold Bank of Ann Arbor harmless against and in respect
        to any and all costs resulting from the Broker’s failure to conform with applicable requirements set
        forth in the Commitment relating to the Loan, Agreement, or the manual, or the document custodian
        for timely certification of the FNMA and FHLMC pool in which the Loan is included, or which arises
        from the origination of servicing (prior to transfer of servicing to Bank of Ann Arbor) for the Loan
        including, but not limited to: losses incurred by reason of the fact that any mortgage insurance
        company withdraws or reduced the insurance on any Loan; violation of local, state or federal law;
        losses caused by errors in servicing (e.g. misapplied payments, improper processing of an insurance
        claim, unpaid tax bills and/or penalties incurred for delinquent tax payments); missing or incorrect
        Loan documentation; reasonable attorney’s fees incurred by Bank of Ann Arbor in defense of any
        Costs or in enforcing the terms and provisions of this Agreement, including this indemnity.

    13. If any closed loan does not perform as agreed to in the promissory note during the first four required
        payments, the broker will refund the Yield Spread Premium paid over par (100.00) to Bank of Ann
        Arbor.

    14. In the event that Broker fails to make payments to Bank of Ann Arbor of any sums which are owed to
        Bank of Ann Arbor by Broker under this Agreement, or under any Loan purchase agreement between
        Broker and Bank of Ann Arbor upon demand by Bank of Ann Arbor, Bank of Ann Arbor shall have
        the right to deduct such sums due or which become due from future premiums pursuant to this
        agreement or under any loan purchase agreement or under any other agreements between Broker and
        Bank of Ann Arbor

    15. Broker shall not assign its interest in this Agreement without the written consent of Bank of Ann
        Arbor. In the event of a dispute between the parties as to either the provisions of the Agreement or the
        transaction contemplated herein, the laws of the State in which the subject property is located shall
        govern.

    16. All representations, warranties and covenants on the part of Broker contained in this Agreement or
        given pursuant hereto shall survive the closing of the transactions herein contemplated and shall
        remain in full force and effect, regardless of the closing dates of said transaction.

    17. Broker hereby irrevocably appoints Bank of Ann Arbor as Broker’s attorney-in-fact in the name, place
        and stead of Broker, in any action or manner which Broker itself could do, with respect to any Loan or
        any part thereof and any undertaking by Broker hereunder, which power is coupled with an interest.

    18. Broker hereby assigns to Bank of Ann Arbor all of its right, title and interest in any first lien letter,
        title insurance policy, or any other Loan documentation, it being the intent of Broker to assign to Bank
        of Ann Arbor all of its right, title, interest in said Loan documents as if Bank of Ann Arbor had been
        named therein.


BOAA Broker Agrmt 04/2008                             7
    19. At no time prior to closing or within four (4) months from the date of closing shall Broker take any
         action, including but not limited to solicitation of the borrower, to refinance a Loan. Broker shall pay
         Bank of Ann Arbor all of its losses including direct and indirect costs if Broker violates this
         paragraph. If Loans pay off for any reason within four (4) months of closing date, Broker will pay
         back Bank of Ann Arbor anything paid to the Broker above par (100.00).

    20. This agreement may be canceled by either party, and such cancellation shall be effective five (5) days
        after mailing of written notice to the other party. Should this Agreement be canceled, each party shall
        be liable for locked-in commitments unless Bank of Ann Arbor determines in its sole discretion that a
        lock-in commitment was procured in violation of this Agreement.

    21. All notices and other communication required or permitted under this Agreement shall be in writing
        and shall be deemed given when delivered personally or by registered or certified mail (return receipt
        requested), addressed as follows (or any other address that is specified in writing by either party):


         If to Broker:                    ___________________________________

                                          ___________________________________

                                          ___________________________________



         If to Bank of Ann Arbor:         Bank of Ann Arbor
                                          515 E. 11 Mile Road
                                          Madison Heights, MI 48071




    22. This Agreement constitutes the entire Agreement between the parties and shall be deemed to
        supersede and cancel any other Agreement between the parties related to the transactions
        contemplated in this Agreement. This Agreement may be amended or terminated only by a written
        instrument executed by Broker and Bank of Ann Arbor. Each party acknowledges that no
        representation, inducement, or condition not set forth in this Agreement has been made or relied on by
        either party.

    23. Nothing in this Agreement shall be deemed to create, nor shall this Agreement be construed so as to
        create a joint venture, partnership, agency or employment relationship between Bank of Ann Arbor
        and Broker. Broker shall conduct its business under its own name and not under the name of Bank of
        Ann Arbor. Broker shall not represent that its office is an office or branch of Bank of Ann Arbor.
        Broker shall have no authority to sign any documentation of any type on behalf of Bank of Ann
        Arbor.




BOAA Broker Agrmt 04/2008                             8
         Bank of Ann Arbor and Broker understand and accept the terms of this Agreement, as evidenced by
         the signature of its duly authorized corporate officer.

         IN WITNESS WHEREOF, the parties have executed this Agreement in duplicate the day and year
         first above written.

         Broker                                         Bank of Ann Arbor, a Michigan Corporation

         __________________________________
         Name of Company

         By: _______________________________           By: ________________________________
                                                            David A. Franzen
         Title: _____________________________          Title: President/CEO


         Date: _____________________________           Date: _______________________________




BOAA Broker Agrmt 04/2008                          9
                  ADDENDUM FOR FHA SPONSORSHIP

This Addendum for FHA Sponsorship ("Addendum") supplements amends and is made
part of the Wholesale Broker Agreement ("Agreement") between Bank of Ann Arbor
("Lender") and _______________________________________________ ("Broker").
Capitalized terms not defined herein shall have the same meaning as defined under the
terms of the Agreement.

WHEREAS, Broker wishes to originate Mortgage loan application packages for
mortgage loans insured by the Department of Housing and Urban Development ("HUD")
through the Direct Endorsement Program under Section 203(b) the National Housing Act
of 1934 ("Insured Mortgage Loans" or "FHA Loans"); and WHEREAS, Lender agrees to
act as Sponsor of Broker as a Loan Correspondent for the origination and processing of
applications for such Insured Mortgage Loans; and WHEREAS, Lender and Broker wish
to define the conditions pursuant to which Lender is willing to sponsor Broker and to
make available the funds necessary for Insured Mortgage Loans submitted to and
accepted by Lender pursuant to the terms of the Agreement and this Addendum.

NOW, THEREFORE, Lender and Broker hereby agree to the following:

1. FUNDING AGREEMENT. Broker shall process and submit to Lender applications
for Insured Mortgage Loans to be underwritten by Lender, all in accordance with the
provisions specified in the Agreement and any applicable FHA loan regulations as may
be amended from time to time. Lender agrees to fund Insured Mortgage Loans which
meet Lender's then-current underwriting criteria and which meet all requirements for
insurance under HUD's Direct Endorsement program. Approved Insured Mortgage Loans
must be underwritten and closed in Lender's name in accordance with applicable Federal,
State, and Local laws, rules, regulations and other requirements. Provided all such
conditions are met, at the closing of the Insured Mortgage Loan, Lender shall advance to
the closing agent the amount necessary to fund the Insured Mortgage Loan.

2. BROKER REPRESENTATIONS AND WARRANTIES. In addition to the Broker
representations and warranties in the Agreement, Broker hereby makes the following
representations and warranties to Lender. Lender shall be deemed to have conclusively
relied on the representations and warranties, regardless of any independent investigation
Lender may have made or may hereafter make:

(A) Broker has the power, authority and legal right to make, deliver and perform under
this Addendum, and all of the transactions contemplated hereunder; and has taken all
necessary action to authorize, execute, deliver and perform under this Addendum. The
execution of this Addendum 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
accordance with its terms, subject only to applicable bankruptcy, reorganization,
insolvency, moratorium or other similar laws affecting creditor rights generally.




July 08                                     1
(B) Broker is authorized under applicable FHA regulations to originate FHA loans and
has fully complied with all requirements, standards and guidelines under applicable FHA
regulations as amended from time to time. This shall be further evidenced by broker
furnishing HUD Originator ID number.

(C) Neither Broker, nor any officer, principal, or employee of Broker has been
suspended, debarred, or issued a Limited Denial of Participation, and Broker remains in
good standing with HUD. Broker remains eligible to participate under all FHA programs
for which Broker will submit loans to Lender.

(D) Broker is authorized to act as Lender's Loan Correspondent solely for the purpose of
originating and processing FHA Loans submitted to Lender for underwriting and funding
by Lender. Broker has and will continue to comply with all of the requirements for
approval by the Department of Housing and Urban Development ("HUD") as a Loan
Correspondent mortgagee as set forth in 24 C.F.R. §§ 202 and 203, as amended from
time to time, HUD Handbook 4060.1 REV-2, as updated by applicable Mortgagee
Letters, and any other applicable HUD regulations, Handbooks, Mortgagee Letters, and
guidelines.

(E) Neither this Addendum nor any statement, report, or other document furnished or to
be furnished pursuant to this Addendum or in connection with the transactions
contemplated hereby contains any untrue statement of fact or omits to state a fact
necessary to make the statements contained therein not misleading.

(F) To the extent that the mortgage activities contemplated in this Addendum require
federal, state or local licensing, registration or other approval, Broker has obtained such
license, registration or approval and will maintain them in good standing at all times
during the term of this Addendum.

(G) Broker has performed all loan origination functions with respect to processing
applications for Insured Mortgage Loans to be underwritten by Lender, other than those
which are authorized by HUD to be performed by third parties.

(H) Broker is authorized by HUD to originate and process applications for Insured
Mortgage Loans in the jurisdiction where the property securing the Insured Mortgage
Loan is located.

(I) Broker shall be responsible for the submission of all paperwork and payment of any
application fees, annual fees and territorial fees that are required by HUD in order to
obtain and maintain Broker's status as an authorized FHA Loan Correspondent
Mortgagee in all territories in which properties securing Insured Mortgage Loans are
located.

(J) Lender shall deduct from each FHA Loan’s proceeds the mortgage insurance premium
and shall forward to HUD such premium together with the completed mortgage insurance
package. In the event that Broker receives from HUD the OTMIP Statement of Account,



July 08                                       2
the MIC or a suspense letter with regard to the issuance of a MIC, Broker shall forward
same to Lender immediately. Broker agrees to assist Lender in resolving any issues
relating to the non-issuance or suspension of HUD insurance.

3. QUALITY REVIEW. Lender shall have the right to supervise or perform a quality
control review of Broker's business activities related to the origination and processing of
applications for Insured Mortgage Loans submitted by Broker to Lender pursuant to this
Addendum. Broker will, upon request, provide Lender with any documentation, including
but not limited to financial records and audit reports, which Lender considers necessary
to verify Broker's compliance with federal and state requirements. Lender may, upon
providing 5 days notice, conduct periodic on-site audits of Broker's business activities
related to this Addendum. The audit will be conducted in compliance with normal and
customary procedures and policies outlined by Lender or HUD or both Lender and HUD.

4. WITHDRAWAL OF HUD APPROVAL. Broker agrees to promptly notify Lender
in the event that HUD terminates Broker as a Loan Correspondent for any reason,
including the termination of the Broker’s origination authority as a Loan Correspondent
in any FHA jurisdiction in connection with HUD’s Credit Watch Program, or in the event
that a loan correspondent agreement entered into between Broker and another Sponsor is
terminated for any reason.

5. INDEMNIFICATION. Broker agrees to indemnify, defend and hold Lender harmless
from and against any claims, penalties, loss, cost or damage, including but not limited to,
reasonable attorney's fees and expenses incurred by Lender (or any successor or assign),
arising out of Broker's breach of the Agreement as amended by this Addendum, failure to
comply with any federal or state requirements, including but not limited to HUD/FHA
requirements, for qualification and approval as a Loan Correspondent for origination and
processing of applications for Insured Mortgage Loans, or Broker's failure to comply
with each of its obligations for maintaining its status as an approved Loan Correspondent.
This indemnification obligation shall be in addition to any obligation to indemnify
Lender pursuant to the Agreement and shall survive termination of the Agreement.

6. TERMINATION. Termination of the Agreement shall result in automatic termination
of this Addendum. In addition, this Addendum may be terminated in writing at any time
by either party upon 10 days written notice; provided, however, that in the event that
Lender, in its sole discretion, deems Broker to be in breach of any of the representations
and warranties made herein, Lender may immediately terminate this Addendum without
prior notice to Broker. However, the termination of this Addendum shall not
automatically terminate the Agreement. In the event of a termination of this Addendum,
Lender and Broker shall promptly notify HUD of such termination.

7. ASSIGNMENT. Broker may not assign this Addendum. In the event of a conflict
between the terms of this Addendum and the Agreement, the terms of the Agreement
shall control. Subject to the modifications set forth herein, all other terms, conditions, and
provisions of the Agreement are affirmed, incorporated herein by reference and shall
remain in full force and effect.



July 08                                       3
IN WITNESS HEREOF, this Addendum has been executed this_____ day of
__________________, 20__.

Brokerage Name:      ________________________________________________

By:                  ________________________________________________

Title:               ________________________________________________

HUD Originator ID:   ________________________________________________

Broker Address:      ________________________________________________

                     ________________________________________________



Bank of Ann Arbor, a Michigan Corporation



By:                  __________________________________________________



Title:               __________________________________________________




July 08                               4
                   LIMITED POWER OF ATTORNEY, RESOLUTION, AND INCUMBENCY CERTIFICATION

The Certificate is furnished to Bank of Ann Arbor ( BOAA ) and its successors and assigns with a certain Loan Correspondent/Broker Agreement
between the loan correspondent/broker named below (the “Correspondent/Broker”) and BOAA. Correspondent/Broker is furnishing this Certificate in
order to induce BOAA to enter into the Loan Correspondent/Broker Agreement. Correspondent/Broker understands that BOAA will rely upon this
Certificate when dealing with Correspondent/Broker in all matters pertaining to the Loan Correspondent/Broker Agreement.

1. The following resolutions were duly adopted by all requisite corporate action of the board of directors, or trustees of Correspondent/Broker, as the
case may be in accordance with all applicable laws, bylaws, and governing agreements and instruments:

RESOLVED, that the execution, delivery, and performance of the Loan Correspondent/Broker Agreement is hereby authorized and approved in all
respects; and that, when executed and delivered, the Loan Correspondent/Broker Agreement shall represent the legally binding obligation of
Correspondent/Broker enforceable in accordance with its terms; and that the officers and representatives of Correspondent/Broker are hereby authorized
to amend and supplement the Loan Correspondent/Broker Agreement, from time to time, in accordance with its terms, as they may determine to be
necessary, appropriate, or convenient; and

FURTHER RESOLVED, that Correspondent/Broker thereby appoints BOAA as its lawful agent and attorney-in-fact for the limited purpose of endorsing
and assigning for and on behalf of Correspondent/Broker all loans, loan agreements, promissory notes, mortgages, deeds, deed of trust, land trust
agreements, pledge agreements, security agreements, guaranties, financial statements, collateral, subordination agreements, assignments, allonges,
waivers, acceptances, bills of sale, title insurance commitments and policies, private mortgage insurance, and all other riders and agreements as may be
required from time to time with respect to the sale and transfer of “mortgages” (as defined in the Loan Correspondent/Broker Agreement and the
revocation of this limited power of attorney; and

FURTHER RESOLVED, that the officers and/or representatives of Correspondent/Broker are hereby authorized to perform any and all acts and to do
any and all things as they deem necessary, appropriate, or convenient to implement each of these resolutions, including, without limitation, the delivery
of this Certificate to BOAA.

2. As applicable to Correspondent/Broker, the articles of incorporation, charter, partnership agreements, trust agreement, governing instrument, bylaws,
minutes, consent resolutions, and all other corporate action, as amended and currently in effect, and any agreement, contract, note indenture, mortgage,
pledge of security agreement, or other instrument to which Correspondent/Broker, its assets, or its owners are subject or by which they are bound, do not:

         a.   Contain any provision requiring the consent of any other person in order to make the Loan Correspondent/Broker Agreement by
              Correspondent/Broker and the limited power of attorney set forth above.
         b.   Conflict with, prohibit, or restrict in any matter the execution, delivery, and performance of the Loan Correspondent/Broker Agreement by
              Correspondent/Broker and the limited power of attorney set forth above.

3.   Each person identified below is a duly authorized representative of Correspondent/Broker for all purposes relating to the execution, delivery, and
     performance of the Loan Correspondent/Broker Agreement, he or she currently holds the office, title, or position with Correspondent/Broker
     indicated next to his or her name, and the signature accompanying that name is the genuine signature of the named person.

     Typed Name                                   Title                                  Signature

     __________________________________          ______________________________ _______________________________________________

     __________________________________ ______________________________ _______________________________________________

     Each person signing above attests that each of the other persons signing this Certificate is a duly authorized representative of the
     Correspondent/Broker, the person currently holds the office title, or position with Correspondent/Broker indicated next to his or her name, and the
     signature accompanying that name is the genuine signature of the named person.

4.   The foregoing resolutions and corporate actions have not been modified, amended, rescinded, or restricted in any manner and are, in all respects, in
     full force and effect as of the date of this Certificate. Correspondent/Broker, the undersigned, and each of the persons named above each hereby
     undertakes to immediately notify BOAA in writing of any such action or any change with respect to the authority of the persons named above to act
     by and on behalf of Correspondent/Broker after the date of this Certificate.

     IN WITNESS WHEREOF, the undersigned person has executed and delivered this Certificate to BOAA as of _______________________, (date)
     by and on behalf of Correspondent/Broker____________________________________________________((Name of Correspondent/Broker).

     By ________________________________________________ Its _______________________________________

     STATE OF ____________________________                COUNTY OF _______________________________________

     This instrument was executed, acknowledged, and witnessed          ______________________________________________________
     before me by each of the persons named above, each known             (Notary Signature)
     to me to be the person named herein.

                                                     Notary Public County of _______________________          State __________________________

                                                     My commission expires on __________________________

     REV 8/01/08