WHOLESALE BROKER APPROVAL PACKAGE

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WHOLESALE BROKER APPROVAL PACKAGE Powered By Docstoc
					                                                                   ACCOUNT EXECUTIVE NAME (REQURED)
                                                                    Michael Ebinger, Account Executive
                                                                   PHONE

                                                                    303-929-3289
                                                                   FAX

WHOLESALE BROKER                                                    877-496-9014
                                                                   EMAIL
APPROVAL PACKAGE                                                    mebinger@bear.com




   Thank you for your interest in becoming an approved broker with Bear Stearns Residential Mortgage Corporation
   (“BSRMC”). To help expedite the processing of your application, please complete all sections of the application. A
   checklist is attached for your use and convenience.

   Should you have any questions concerning the approval process, please feel free to contact your BSRMC Account
   Executive. We look forward to establishing a mutually beneficial business relationship with you.


   Please mail or fax* to:




   Fax to Michael Ebinger @ 877-496-9014




   *Faxed copies and signatures are acceptable. In this case, original documents do not need to be forwarded to
   BSRMC for approval.




BS042602 073105 Revision Date 1.15.08                                                                           Broker Package 1
Broker Approval Policy and Checklist

   BSRMC’s approval process is intended to retain only the strongest and most reputable Brokers to deliver loans. It is
   BSRMC’s policy that all Brokers must be approved prior to any loans being submitted. Please use the following eligibility
   criteria and checklist to ensure your application is complete.

   ELIGIBILITY
        •      The Broker must be properly licensed (or exempt) and authorized to originate loans in each applicable state in which the
               Broker currently does business.
        •      The Broker must maintain adequate facilities with which to originate residential mortgage loans in an efficient and
               professional manner, and in accordance with industry standards.
        •      The Broker must maintain sufficient experienced personnel to adequately handle its origination volume. The company
               should be in business for a minimum of at least two years or the principals must have at least three years of specific
               mortgage banking experience.
        •      The Broker must maintain good standing with all regulatory agencies. If you have any credit or regulatory issues with the
               Mortgage Asset Research Institute or other agency, please include an explanation with your application.
        •      The Broker should demonstrate experience originating Alt A, Sub-prime and Second mortgage products.
        •      The Broker's approval is contingent upon BSRMC's receipt of www.BearDirect.com credit interface account information to
               be included with this Package.


   REQUIRED DOCUMENTATION CHECKLIST
               Completed and executed Broker Application which includes Certification and Authorization.
               Completed and properly endorsed IRS Form W-9 certifying the taxpayer identification number.
               One (1) original properly endorsed and unaltered Broker Agreement with Exhibit B completed for access into
               www.BearDirect.com.
               Copy of all applicable and current lending licenses or exemption certificates from states in which your company currently
               does business. Future transactions submitted in www.BeaDirect.com without the appropriate current state licensing entered
               in our system at the time of approval, will be delayed until the applicable licensing is received and verified by BSRMC.
               A signed original of the "Originator's Commitment to Fair Lending" statement.
               A credit interface email notification(s) you receive from one or more of the BSRMC Credit Vendors with your
               www.BearDirect.com Account ID and Password information.
               A contact list of all branches, to include the manager's name, branch address, phone/fax/email address. If the branches are
               to be set-up with accounts upon submission of this application, each Branch Manager's resume and a copy of the branch's
               license must be included. Please indicate if the branches will use the main office's credit interface. If not, they must obtain
               and submit their own credit interface account for www.BearDirect.com to finalize their approval (see below).
               List of all former names and/or DBAs. Please indicate the type of business, how they are related and the percentage of
               ownership.
               Copy of the company’s Articles of Incorporation/Organization or Partnership Agreements, as applicable.
               Copy of resume(s) for the principal officer(s).
               Signed Exhibit A of the Fannie Mae (FNMA) Desktop Underwriter® Expanded Use Agreement for access to Fannie Mae
               (FNMA) products offered within BSRMC's full line of products.
                                        Please contact your BSRMC Account Executive for information
                                              on submitting your completed Approval Package:




BS042602 073105 Revision Date 1.15.08                                                                                             Broker Package 2
BLITZ DOCS® SET-UP INFORMATION FOR BEARDIRECT.COM
COMPANY NAME                                       BSRMC ID                                              LENDER




AE NAME                                            AE PHONE                                              AE EMAIL




CLIENT ORIGINATION CHANNEL

    Broker             Correspondent

Client Information
PRIMARY CONTACT NAME                                                         PRIMARY CONTACT TITLE




PRIMARY CONTACT PHONE NUMBER                       PRIMARY CONTACT ALTERNATE PHONE NUMBER                PRIMARY CONTACT EMAIL ADDRESS




SECONDARY CONTACT                                                            SECONDARY CONTACT TITLE




SECONDARY CONTACT PHONE NUMBER                     SECONDARY CONTACT ALTERNATE PHONE NUMBER              SECONDARY CONTACT EMAIL ADDRESS




PRIMARY FAX NUMBER




LOCATION ADDRESS                                         CITY                                                       STATE (2 LETTER)   ZIP




HOURS OF OPERATION




EMAIL ADDRESS(ES) TO RECEIVE NOTIFICATION MESSAGES FROM SYSTEM (APPROVAL, ETC.)




Technology
WOULD YOU LIKE TO USE YOUR EXISTING SCANNER TO SUBMIT LOANS TO LENDER         SCANNER TYPE

     Yes          No                                                              Flat Bed           Sheet Fed

SCANNER MODEL                                                                 PC OPERATING SYSTEM




VERSION OF INTERNET EXPLORER                                                  VERSION OF ADOBE ACROBAT

     5.0         5.5         6.0        Higher

FAX COMPLETED FORM TO                                                         APPROVED FOR SET UP BY (INITIALS)




BS042602 073105 Revision Date 1.15.08                                                                                                        Broker Package 3
General Broker Information
COMPANY’S LEGAL NAME



DBA (if applicable)                                                                       SUBSIDIARY/AFFILIATES (if applicable)



COMPANY ADDRESS (Please list EXACTLY as written on your license)



CITY                                                                                      STATE                                         ZIP CODE



TELEPHONE NUMBER                                                                          FAX NUMBER



COMPANY’S PRIMARY EMAIL ADDRESS                                                           COMPANY’S WEBSITE



PRIMARY CONTACT FOR APPROVAL PROCESS                                                      PRIMARY CONTACT EMAIL ADDRESS



BSRMC ACCOUNT EXECUTIVE




Institutional Information
       CORPORATION             PARTNERSHIP                    LLC                            INDIVIDUAL                        BANK                      BANK SUBSIDIARY
DATES OF INCORPORATION OR FORMATION                                                       ORGANIZED UNDER THE LAWS OF WHICH STATE?



FEDERAL TAX ID #                                             COMPANY’S FISCAL YEAR END                                  NAME OF PARENT (If Applicable)



IS THIS FIRM A SUBSIDIARY OF ANOTHER ENTITY?           YES      NO
IF YES, WHO IS THE PARENT COMPANY?


ARE YOU CLOSING LOANS UNDER AN AFFILIATED CLOSING AGENT OR TITLE COMPANY?                     YES      NO
IF YES, PLEASE ATTACH A LIST


IN WHAT STATE(S) DO YOU HOLD ACTIVE LICENSE(S)? (Please include a copy of each license, its number, and its expiration date)



Agency Approval
FHA
                                                               APPROVAL ID NUMBER                                               DATE APPROVED

    Loan Correspondent
                                                               APPROVAL ID NUMBER                                               DATE APPROVED

    Direct Endorsement (DE) Lender
                                                               APPROVAL ID NUMBER                                               DATE APPROVED

    Direct (DL) Lender

For FHA approvals with the above mentioned designations, please provide your Warehouse Credit Line or similar funding agreement information below:
LENDER                                                                                        CREDIT LINE AMOUNT



CONTACT NAME                                                   PHONE                                                            EMAIL




FANNIE MAE / FREDDIE MAC
FANNIE MAE APPROVAL ID NUMBER                                 PASSWORD                                                          DATE APPROVED



FREDDIE MAC APPROVAL ID NUMBER                                PASSWORD                                                          DATE APPROVED




BS042602 073105 Revision Date 1.15.08                                                                                                                                Broker Package 4
Principal Officers
LAST NAME                               FIRST NAME                     MIDDLE NAME                  TITLE                        SS#



HOME ADDRESS                                            CITY                                                STATE                      ZIP



TENURE WITH CURRENT FIRM                                YEARS OF MORTGAGE EXPERIENCE                        DATE OF BIRTH



LAST NAME                               FIRST NAME                     MIDDLE NAME                  TITLE                        SS#



HOME ADDRESS                                            CITY                                                STATE                      ZIP



TENURE WITH CURRENT FIRM                                YEARS OF MORTGAGE EXPERIENCE                        DATE OF BIRTH



LAST NAME                               FIRST NAME                     MIDDLE NAME                  TITLE                        SS#



HOME ADDRESS                                            CITY                                                STATE                      ZIP



TENURE WITH CURRENT FIRM                                YEARS OF MORTGAGE EXPERIENCE                        DATE OF BIRTH



LAST NAME                               FIRST NAME                     MIDDLE NAME                  TITLE                        SS#



HOME ADDRESS                                            CITY                                                STATE                      ZIP



TENURE WITH CURRENT FIRM                                YEARS OF MORTGAGE EXPERIENCE                        DATE OF BIRTH




Actual Loan Production (First Lien 1-4 Family Production)
                                                        PRIOR YEAR $                                        CURRENT YEAR $
                              TOTAL LOAN PRODUCTION


                                                        PRIOR YEAR $                                        CURRENT YEAR $
                LOAN PRODUCTION OF ALT A PRODUCTS


                                                        PRIOR YEAR $                                        CURRENT YEAR $

           LOAN PRODUCTION OF SUB PRIME PRODUCTS



References
COMPANY NAME                                  CONTACT                                PHONE NUMBER                            EMAIL




COMPANY NAME                                  CONTACT                                PHONE NUMBER                            EMAIL




COMPANY NAME                                  CONTACT                                PHONE NUMBER                            EMAIL




BS042602 073105 Revision Date 1.15.08                                                                                                        Broker Package 5
Background Questions
1. Has your company, directors, or principal officers been suspended or terminated by any investor, lender or state regulatory or licensing agency?                                     Yes            No

If yes, please explain

2. Has your company ever been denied, suspended or disqualified by HUD, VA or any PMI company?                                                                                          Yes            No

If yes, please explain
3. Are there any current or pending claims, lawsuits, or administrative proceedings against the Applicant that could affect the company’s capacity to perform under this
                                                                                                                                                                                        Yes             No
   agreement?
If yes, please explain

4. Has your company repurchased, or indemnified any loans from lenders/investors during the past 12 months or currently pending?                                                        Yes             No

If yes, please explain

5. Do you have knowledge that any of your employees’ relatives are employed by BSRMC and/or an affiliate company?                                                                       Yes             No

If so, please name

General Certification and Authorization
The undersigned hereby agrees, certifies or authorized, and applicable, each of the following:

The statements set forth in this application and the supporting schedules and documents, required by Exhibit A, are true, correct, and complete. Bear Stearns Residential Mortgage Corporation
(“BSRMC”) will make reference inquiries and might, at its sole expense, order credit reports and/or independent background investigations on the Broker’s principals and shareholders. BSRMC is not
bound in any manner or under any obligations to the Broker, until the Broker Agreement has been executed by all parties. The Broker will at no time represent that it is acting as an agent for, or on behalf
of, BSRMC or any of its affiliates or subsidiaries.

The Broker acknowledges that BSRMC performs due diligence concerning the Applicant’s background and experience. Therefore, Broker hereby consents and gives BSRMC permission to submit the
name of the Broker’s company, its subsidiaries, affiliates and any and all employees of that company for screening through any and all mortgage industry databases, including, without limitation,
databases operated by Mortgage Asset Research Institute, Inc., such as the Mortgage Industry Data Exchange (MIDEX). Applicant understands that BSRMC performs quality control reviews of the loans
that Broker submits to BSRMC for registration, review, underwriting and/or funding. Broker understands and hereby consents to the release of information about any loan application that is believed to
contain misrepresentations and/or irregularities. Broker agrees and gives its consent that it and its employees may be named as the originating entity or loan officers on such loans, whether or not Broker
or its employees are implicated in the misrepresentations and/or irregularities.

Broker hereby releases and agrees to hold harmless BSRMC, Mortgage Asset Research Institute, Inc., all MIDEX subscribers, and any trade associations that endorse the MIDEX system from any and all
liability for damages, losses, costs, and expenses that might arise from the reporting or use of any information submitted by BSRMC or any other MIDEX subscriber to Mortgage Asset Research Institute,
Inc., recorded in the MIDEX system, and used in any way by BSRMC or any other MIDEX subscriber.

COMPANY NAME OF APPLICANT (For:)                                                                            TITLE



SIGNATURE OF AUTHORIZED AGENT (By:)                                                                                                                            DATE


X




BS042602 073105 Revision Date 1.15.08                                                                                                                                                       Broker Package 6
            THIS LOAN ORIGINATION AGREEMENT, including all addenda and exhibits attached hereto (the “Agreement”), dated as of
___________________________, 20____, by and between Bear Stearns Residential Mortgage Corporation (“BSRMC”), a corporation organized and existing
under the laws of the State of Delaware, with its principal place of business at 9201 East Mountain View Rd., Suite 210, Scottsdale, Arizona 85258, and
____________________________________________ (the “Originator”), with its principal place of business at
____________________________________________________.

                                                                       W I T N E S S E T H:

         WHEREAS, Originator is in the business of originating eligible one-to four-unit, residential mortgage loan application packages (“Application
Packages”) for assignment in process to lenders to close in the name of and be funded by such lenders (each a “Mortgage Loan”); and

             WHEREAS, from time to time, on a non-exclusive basis, Originator may assign, and BSRMC may accept the assignment of, Application Packages
for eligible Mortgage Loans to be closed and funded by BSRMC all in accordance with the terms of this Agreement;

           NOW, THEREFORE, in consideration of the mutual covenants made herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:


                                                                            ARTICLE I
                                                                          DEFINITIONS

            SECTION 1.1             Definitions.

          “Agreement” means this Loan Origination Agreement by and between BSRMC and Originator. This Agreement may be amended or modified from
time to time in accordance with Section 6.4(b), and the most current version of this Agreement (the “Current Agreement”) will be available at
www.beardirect.com.

             “Application Packages” shall mean the documentation necessary for BSRMC to determine an applicant’s eligibility for a Mortgage Loan, including
but not limited to a completed loan application, verifications of income, liabilities, and net worth, as well as all compliance with the underwriting guidelines.

           “Current Agreement” means the most current version of BSRMC’s standard Loan Origination Agreement and any amendments thereto as made
available at BSRMC’s website, which is currently located at www.beardirect.com.


                                                                            ARTICLE II
                                                         ASSIGNMENT OF APPLICATION PACKAGES

            SECTION 2.1             Assignment of Application Packages.

              (a)     From time to time, on a non-exclusive basis, Originator may offer to place, assign, transfer, convey and deliver with and to BSRMC,
   and BSRMC may accept the assignment from Originator, all of Originator's right, title and interest in and to certain eligible Application Packages,
   including, without limitation, the related servicing rights. Upon registration of any Application Package with BSRMC, Originator shall be obligated to
   deliver such Application Package to BSRMC on a mandatory best efforts basis, as long as (i) the applicant does not cancel or withdraw his or her
   application for a mortgage loan or (ii) BSRMC has not rejected such Application Package for placement.

               (b)      With respect to each Application Package and Mortgage Loan, Originator shall perform a minimum of the following services for
   BSRMC:

                                (i)       educate the applicant in the home buying and financing process, advise the applicant of the different types of
            available loan products, and demonstrate how closing costs and monthly payments may vary under each product;
                                    (ii)     take and review a complete loan application;
                                 (iii)       collect financial information such as tax returns and bank statements, and other related documents that are part
            of the application process;
                                (iv)       analyze the applicant’s income and liabilities and pre-qualify the applicant to determine the maximum Mortgage
            Loan that he or she can afford;
                                    (v)      furnish the applicant with the appropriate disclosures required by applicable law and BSRMC requirements;
                                    (vi)     order and analyze all required verifications and reconcile inconsistencies;
                                   (vii)    obtain all supporting documentation required, in BSRMC’s sole and absolute discretion, to establish the
            eligibility of the Mortgage Loan for purchase by BSRMC;
                                    (viii)   order and analyze the appraisal, inspection reports, credit reports, title reports, flood determination, engineering

BS042602 073105 Revision Date 1.15.08                                                                                                               Broker Package 7
              reports and other third party services and reports required by BSRMC;
                                    (ix)     counsel and advise the applicant in understanding and clearing credit problems;
                                    (x)      prepare a preliminary underwriting package; and
                                    (xi)     serve as a liaison between the applicant and BSRMC to facilitate the consummation of a Mortgage Loan
              transaction.

              (c)     BSRMC shall review and evaluate any Application Package received from Originator and determine, in its sole and absolute
   discretion, whether to accept the assignment of such Application Package, as well as the terms and conditions of any resulting Mortgage Loan. If
   BSRMC accepts the assignment of and approves the Application Package and all conditions to funding the loan are satisfied, BSRMC shall close and
   fund, or cause the closing and funding, of the related Mortgage Loan. Originator shall have no right, power or authority, express or implied, to approve
   an Application Package on behalf of BSRMC. Nothing in this Agreement constitutes any representation or commitment by BSRMC that BSRMC will
   extend credit to any applicant, and BSRMC’s determination as to the eligibility of any applicant for a Mortgage Loan, including the terms and
   conditions of such Mortgage Loan, shall be final and conclusive. Originator shall not represent to any person, including applicant, that BSRMC has
   approved or will approve, or that BSRMC has issued or will issue a binding commitment to fund, any Application Package or that the Originator has
   the authority to act on behalf or otherwise bind BSRMC.

              SECTION 2.2           Compensation.

               (a)    The compensation paid by BSRMC for the assignment of an Application Package shall be determined by reference to BSRMC’s
   then current applicable rate sheets; provided, however, that such compensation (i) shall not exceed the reasonable value for the services, goods and
   facilities provided by Originator to BSRMC and (ii) must be repaid by Originator as provided herein. The parties agree that the compensation is
   intended to compensate Originator for, among other purposes, (i) the release of servicing rights that Originator is in the process of creating; (ii) the
   goods actually furnished from the assignment of the Application Package; (iii) the production cost savings realized by BSRMC as a result of the use of
   Originator’s staff and facilities in lieu of BSRMC’s own “retail” branch office; and (iv) other services actually performed and facilities provided by
   Originator for BSRMC’s benefit in the origination and assignment of the Mortgage Loan, the value and scope of which may vary for each transaction
   under this Agreement. The parties further agree that: (A) the rate sheet relies on the market value of comparable residential mortgage loans and
   mortgage backed securities in the secondary market to determine Originator’s compensation hereunder; (B) the market value of such financial
   instruments may not be determinative of the reasonable value of the services, goods and facilities provided to BSRMC by Originator; and (C) the
   ceiling set forth above is intended to assure that the compensation does not exceed such reasonable value. Originator shall fully disclose to each
   applicant the receipt and amount of the compensation received from BSRMC for the performance of services. The compensation set forth herein shall
   be the sole and exclusive compensation paid by BSRMC to Originator pursuant to the terms of this Agreement.

              (b)     If and as permissible under applicable federal and state law, Originator may impose fees upon applicants for consultations and other
   services provided to the applicant, provided, however, that (i) if required by applicable law, such fees shall be imposed pursuant to a duly executed
   written agreement between the Originator and its applicants; (ii) Originator acknowledges and agrees that BSRMC may provide applicants with the
   disclosure statement attached hereto as Exhibit A; (iii) all compensation paid to Originator in connection with each Mortgage Loan shall be disclosed
   on the Good Faith Estimate of Closing Costs and the HUD-1 Settlement Statement in accordance with applicable law; (iv) any such fee charged to the
   applicant by the Originator is not in any way imposed or required by BSRMC or a condition to BSRMC’s acceptance of an Application Package; and
   (v) all such fees shall be refunded upon rescission as provided in Section 4.5.

          (c)     Amounts owed by Originator to BSRMC under this Agreement may, at BSRMC’s option and in its sole discretion, be offset by
   BSRMC against any payments then or thereafter owed by BSRMC to Originator.

             (d)    If Borrower prepays a Mortgage Loan in full within 90 days after said Mortgage Loan is funded, Originator shall refund to BSRMC
the total compensation paid to Originator by BSRMC hereunder, minus any prepayment penalty collected by BSRMC.

                                                                          ARTICLE III
                                                 REPRESENTATIONS AND WARRANTIES OF ORIGINATOR

              Originator represents and warrants to BSRMC (as of both the date hereof and the date that each Mortgage Loan is assigned to BSRMC hereunder)
as follows:


              SECTION 3.1           General Representations and Warranties of Originator.

            Originator is duly organized, validly existing and in good standing under the laws of its state of organization and has all requisite organizational
power, authority and capacity to carry on its business as it is now being conducted, to execute and deliver this Agreement, and to perform all of its obligations
hereunder. Each of the Originator and any of its loan officers involved in an Application Package has all governmental licenses, permits, registrations, and
approvals that are necessary to conduct its business, and, except as previously disclosed in writing, neither Originator nor any of its stockholders, officers,
directors, or employees has been suspended, debarred, or otherwise denied participation in the securities or financial services industries by a federal, state or
local governmental authority or instrumentality. This Agreement has been duly and validly executed and delivered by Originator and is a valid and legally
binding agreement of Originator, enforceable against Originator in accordance with its terms, subject to bankruptcy, moratorium and similar laws and the
discretion of a court to grant specific performance. The execution, delivery and performance by Originator of this Agreement does not violate or breach (a)
Originator’s organizational documents, (b) any material agreement to which Originator is subject, or (c) any law, rule, regulation, order, judgment or decree to
which Originator or its property is subject. Except as previously disclosed in writing, there is not pending or, to Originator’s knowledge, threatened any suit,

BS042602 073105 Revision Date 1.15.08                                                                                                              Broker Package 8
action, arbitration, or legal, administrative, or other proceeding or investigation, including an allegation of fraud by another lender, against Originator or its
current or former officers, directors, shareholders, employees, representatives and agents that would prevent or impair the performance by Originator of its
obligations under this Agreement or which could have a material adverse affect upon the Originator’s business, assets, financial condition or reputation, or
upon any Application Package submitted for funding by BSRMC. Except as disclosed in writing to BSRMC, Originator does not use any fictitious or “doing
business as” name.


            SECTION 3.2             The Mortgage Loans.

            (a)     BSRMC Requirements. Originator does not know of any circumstances or conditions that could be reasonably expected to cause
   BSRMC not to make the Mortgage Loan, any subsequent investor to regard the Mortgage Loan as an unacceptable investment, cause the Mortgage
   Loan to become delinquent, or adversely affect the value or marketability of the Mortgage Loan. Originator did not originate the Application Package
   through any other third party originator, including, without limitation, an independent “net branch.”

             (b)     No Defenses. The Mortgage Loan, when made by BSRMC, will not be subject to any right of rescission, set-off, counterclaim or
   defense, including, without limitation, the defense of usury as a result of any act, error or omission of Originator or of any other party of which
   Originator is aware.

               (c)    Compliance with Applicable Requirements. Originator has complied with any and all requirements of any federal, state or local law
   or regulation applicable to the Application Packages and Mortgage Loans, including, without limitation, laws and regulations relating to usury,
   truth-in-lending, real estate settlement procedures, consumer credit protection, equal credit opportunity, fair credit reporting, home mortgage
   disclosure and securities. Originator shall maintain and deliver to BSRMC upon BSRMC’s request evidence of compliance with all such requirements.

            (d)      Good Title. Originator has good and marketable title to each Application Package, free and clear of any and all liens, pledges,
   charges or security interests of any nature, and has full right and authority to sell, assign and transfer the same pursuant to this Agreement.

             (e)    Documents. Each document delivered to BSRMC in connection with each Application Package is genuine, has been duly executed,
   and is in a form acceptable to the applicable investors and insurers. The information contained in each such document is true, accurate and
   complete.

            (f)     Prepayment Penalties. With respect to any Mortgage Loan that contains a provision permitting imposition of a premium upon a
   prepayment prior to maturity, prior to the loan’s closing, Originator offered the borrower the option of obtaining a mortgage loan that did not require
   payment of such a premium.

            (g)     Loan Product Options. Originator shall diligently work to present to each consumer for whom Originator submits an Application
   Package to BSRMC, a complete range of BSRMC mortgage loan products for which the consumer may qualify, and which are appropriate to the
   consumer’s existing circumstances.

           (h)     Language Used for Loan Negotiation. Originator shall notify BSRMC prior to a particular loan transaction being approved by
   BSRMC that said loan transaction was negotiated primarily in any language other than English.


           SECTION 3.3         Statement Made. No representation, warranty or written statement made by Originator in this Agreement, in any application
for approval by BSRMC of Originator or in any other document furnished to BSRMC by or on behalf of Originator in connection with either the transactions
contemplated hereby or the approval and continuing eligibility of Originator to place Application Packages with BSRMC, contained, contains, or will contain, any
untrue statement of a material fact omitted, omits, or will omit, to state any material fact necessary to make the statements contained herein or therein not
misleading.


            SECTION 3.4             Ownership. Except as authorized in writing by BSRMC,

          Originator has no direct or indirect interest including, but not limited to, any ownership interest in a loan secured by property related in any manner
with an Application Package for a Mortgage Loan, in any property to be pledged as security for a Mortgage Loan, or an affiliation or relationship with any
person or entity having a financial interest in a Mortgage Loan or an Application Package. Other than the compensation described in Section 2.2 of this
Agreement, Originator has not received any other form of financial remuneration or benefit, direct or indirect, from any person or entity relating to a Mortgage
Loan transaction.


          SECTION 3.5           FHA Sponsorship. If Originator wishes to originate Mortgage Loan Application Packages for Mortgage Loans insured by
the Federal Housing Administration (the “FHA”) and originated pursuant to Title II of the National Housing Act, Originator agrees to be bound by the
terms and conditions of the FHA Sponsorship Addendum attached hereto (the “FHA Addendum”) and makes the additional representations and
warranties set forth in Section 2 of the FHA Addendum.




BS042602 073105 Revision Date 1.15.08                                                                                                               Broker Package 9
                                                                            ARTICLE IV
                                                                 COVENANTS OF ORIGINATOR

            SECTION 4.1          No Personal Solicitation. Originator shall not take any action or cause any action to be taken by any party working on
its behalf, to personally, by telephone or mail, solicit the prepayment by any mortgagor of any Mortgage Loan assigned to BSRMC , in whole or in part,
for a period of twenty-four (24) months after the closing of such loan. If Originator violates this covenant, BSRMC will be entitled to seek injunctive relief
against Originator and a refund of any compensation or fees paid to Originator by BSRMC in connection with the Mortgage Loan, in addition to any other
remedies or damages available. Originator agrees that neither it nor its affiliates will prepare or disseminate, for compensation or otherwise, any list of
the Mortgagors to parties other than BSRMC. Notwithstanding any term or provision herein to the contrary, Broker may undertake promotions which are
directed to the general public at large, or segments thereof, provided that no segment shall consist primarily of Borrowers to whom BSRMC has made
Mortgage Loans.

            SECTION 4.2             Confidentiality.

           Originator shall, and shall cause its affiliates, directors, officers, employees, agents and representatives (collectively, “Originator’s Representatives”)
to, hold in confidence and not disclose to any third party without BSRMC’s prior written consent, all information relating to BSRMC received by Originator
and/or Originator’s Representatives in connection with the transactions contemplated herein, other than information (a) received by Originator or Originator’s
Representatives on a non-confidential basis from a third party having a right to make such disclosure; (b) that is or becomes generally available to the public
(except as a result of a disclosure in violation of this Agreement); or (c) that is required to be disclosed by law or regulatory or judicial process.


            SECTION 4.3             Notices.

           Originator shall give prompt written notice to BSRMC of (i) any change in senior officers, (ii) any change in the name and/or address under or from
which it conducts business, (iii) any change in ownership, and (iv) any action, event or condition of any nature which may lead to or result in a material adverse
effect upon the reputation, business, operations, assets, or financial condition of Originator, or of the Mortgage Loans or of any of the circumstances outlined in
Section 5.1 hereof.


            SECTION 4.4             Governmental Approvals.

            Originator shall maintain in full force and effect, without material impairment, suspension or revocation, all federal and state governmental approvals,
registrations, qualifications, permits and licenses necessary to perform its obligations hereunder. Originator shall submit to BSRMC copies of all federal and
state audits, examinations, evaluations, reviews and reports of its operations, including without limitation, any notices of suspension, revocation or impairment.


            SECTION 4.5             Rescission.

          If any Mortgagor rescinds a Mortgage Loan originated by Originator and assigned in process to BSRMC, Originator shall refund to such Mortgagor
any and all fees it collected from the Mortgagor as if it were the “creditor” under the Truth-in-Lending Act.


            SECTION 4.6             Adverse Action Notices.

           If BSRMC rejects a loan or makes a counteroffer, BSRMC may deliver to Originator a completed “adverse action notice” in the form required by the
Equal Credit Opportunity Act, specifying the reasons BSRMC has declined to fund the loan. If BSRMC delivers such notice to Originator, Originator shall deliver
this adverse action notice to the applicant within the time period required by applicable law. Notwithstanding the foregoing, BSRMC shall have the right to
deliver adverse action notices directly to the applicant.


            SECTION 4.7             Quality Control.

       Originator shall conduct periodic quality control reviews of its origination operations and, upon request of BSRMC, provide copies of its findings to
BSRMC. Originator shall permit BSRMC or its designees to conduct quality control reviews of Originator.


            SECTION 4.8             Right to Offset.

Amounts owed by Originator to BSRMC under this Agreement may, at BSRMC’s option and in its sole discretion, be offset by BSRMC against any
payments then or thereafter owed by BSRMC to Mortgage Broker.

            SECTION 4.9             Electronic Services.

          BSRMC or its direct and indirect affiliates may from time to time directly or indirectly make available to or provide or arrange access to
Originator and/or Originator’s employees, agents and/or customers’ various electronic systems and services and content (collectively, “Electronic
Services”), including, without limitation: (a) any software, system, electronic tool including, without limitation, interactive tools, internet capability, site or
service, hardware, device or communications facility (collectively, “Electronic Tool(s)”); and/or (b) any information, data, forms, documents, reports,

BS042602 073105 Revision Date 1.15.08                                                                                                                  Broker Package 10
calculators or other content whether provided through Electronic Tools or otherwise (collectively, “Content”). All or any part of the Electronic Services
may be developed, licensed and/or provided by third-party licensors, vendors, subcontractors or other third-party sources (collectively “Sources”).

            (a)     BSRMC and/or any Source, at any time, with or without notice, may monitor, modify any aspect of, limit or terminate Originator’s or
   any customers’ or Originator’s or their personnel, agents and associated persons’ use or access to any or all of the Electronic Services.

              (b)     BSRMC and/or a Source(s) may provide Originator, and/or its personnel, agents or customers (each of the foregoing an “Authorized
   User”) with one or more digital certificate(s), identifiers, user name(s) and/or password(s), which may be required to access or use any, some or all
   Electronic Services (collectively, “User Code(s)”). Originator agrees that: (a) Originator will not, nor will Originator permit any other person to, remove,
   modify, exchange, disable, penetrate or otherwise defeat any such security procedures; (b) Originator will restrict access to the User Codes and the
   Electronic Services to those persons who are duly authorized to have such access on Originator’s behalf or on behalf of the applicable customer, as
   applicable; (c) Originator is responsible for ensuring that all information contained in any request for a User Code is complete and correct; (d)
   Originator will not use and Originator will ensure that none of Originator’s employees or agents use any User Code issued to a customer; (e)
   Originator is responsible for all acts or omissions that occur under any User Code issued to an Authorized User; and (f) Originator will notify BSRMC
   or the applicable Source immediately in writing in the event that Originator learns that the authority or employment of any Authorized User (whether at
   Originator’s firm or a customer) has been or is about to be terminated (in which case Originator agrees to promptly return to BSRMC any security
   device previously issued to such Authorized User or Customer); the confidentiality of any User Code issued to any Authorized User or a customer has
   been compromised in any way; or Originator learns about a possible or actual unauthorized access to and/or use of the Electronic Services.

             (c)     Originator will be responsible for all instructions and transactions that are identified by any of the Electronic Services as coming from
   an Authorized User, and all consequences thereof, whether entered by authorized or unauthorized personnel or by any other person. Furthermore,
   Originator agrees that any agreement, consent or assent communicated from such access to the Electronic Services under a User Code issued to
   one of the Authorized Users at Originator’s firm will be deemed to be a duly signed writing of Originator’s sufficient to bind Originator thereto.

              (d)    BSRMC obtains Content from internal or external sources BSRMC believes to be reliable. The accuracy, completeness, timeliness
   or correct sequencing of the Content cannot be guaranteed by either BSRMC or any Source. Neither BSRMC nor any Sources will be liable for the
   accuracy of, or availability of, such Content or will have any duty to verify, correct, complete or update any Content.

           (e)    BSRMC AND ITS CONTROL PERSONS, SUCCESSORS AND ASSIGNS, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
   (COLLECTIVELY, “BSRMC PERSONS”) AND THE SOURCES HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, GUARANTIES,
   CONDITIONS, COVENANTS AND REPRESENTATIONS RELATING TO ANY ELECTRONIC SERVICES, INCLUDING, BUT NOT LIMITED TO,
   ANY RELATING TO MERCHANTABILITY, QUALITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT,
   TIMELINESS, CURRENCY, ABSENCE OF VIRUSES OR DAMAGING OR DISABLING CODE, AND ANY WARRANTIES OR REPRESENTATION (I)
   THAT ANY ELECTRONIC SERVICE OR ACCESS TO ANY PORTION OF IT WILL BE UNINTERRUPTED OR ERROR-FREE, OR (II) THAT
   DEFECTS IN SUCH ELECTRONIC SERVICES WILL BE CORRECTABLE OR CORRECTED. NOTWITHSTANDING ANYTHING HEREIN TO THE
   CONTRARY, NO BSRMC PERSON OR SOURCE WILL BE LIABLE FOR ANY LOSS, COST, CLAIM OR DAMAGE (INCLUDING, BUT NOT
   LIMITED TO, DIRECT, INDIRECT OR CONSEQUENTIAL DAMAGES OR LOST PROFITS) ARISING OUT OF OR OTHERWISE RELATING TO
   ANY ELECTRONIC SERVICES OR THE USE OR ACCESS TO OR UNAVAILABILITY OF ANY OF THE SAME.

             (f)  Electronic Services will also be subject to the terms of the BSRMC Access Agreement and/or such other agreements that govern
   the use of BSRMC electronic information systems and/or a separate user agreement that governs its use and the rights and responsibilities of
   BSRMC, Originator and Originator’s customers with respect to particular Electronic Services. In the event of a conflict between this Agreement and
   BSRMC Access Agreement and/or such other agreements that govern the use of Electronic Services, this Agreement will control to the extent of the
   conflict.

               (g)      Originator will not distribute any Content to any person, except in the course of carrying out this Agreement.

                                                                           ARTICLE V
                                                                           REMEDIES

            SECTION 5.1             Indemnification.

           Originator shall indemnify and hold BSRMC and its affiliates harmless from and against, and shall reimburse it and them for any direct and proximate
losses (including pair-off fees and loss of servicing rights), damages, deficiencies, claims, causes of action or expenses of any nature (including attorney's fees)
incurred by BSRMC as a result of: (a) any breach of Originator’s representations and warranties hereunder, or any misrepresentation by Originator contained
in this Agreement or in any document furnished by Originator pursuant to this Agreement; (b) the non-fulfillment or non-performance of any of Originator’s
covenants or agreements hereunder; or (c) any fraud or misrepresentation in the origination of any Application Package, whether or not as a result of any act or
omission of Originator, or any employee, representative or any agent of Originator.


            SECTION 5.2             Purchase of Mortgage Loans.

           In the event there exists a basis to demand indemnification under Section 5.1 hereof with respect to any Mortgage Loan, in addition to any other
rights and remedies that BSRMC may have, BSRMC, subject to any limitations of the applicable insurer or investor, may demand that Originator either cure
such breach in all material respects or purchase the Mortgage Loan or related mortgaged property from BSRMC or the applicable investor or insurer for a
purchase price equal to the sum of the following:


BS042602 073105 Revision Date 1.15.08                                                                                                                Broker Package 11
           (a) if the Mortgage Loan has been sold by BSRMC, the Originator shall pay to any investor or insurer (i) the aggregate unpaid principal balance of
the Mortgage Loan (which shall be based on such amount at the time of foreclosure or other applicable acquisition of title if the Mortgage Loan has been
converted into real estate owned), multiplied, if applicable, by the percentage of par paid by any investor or insurer to purchase the Mortgage Loan; (ii) all
accrued and unpaid interest thereon through the end of the month in which the purchase occurs; and (iii) all other reasonable out-of-pocket un-reimbursed
advances, costs and expenses incurred by BSRMC or any investor or insurer in connection with such Mortgage Loan. Such purchase shall be accomplished
by wire transfer of immediately available funds within 15 business days after Originator’s receipt from BSRMC of a written demand pursuant hereto; or

            (b) if the Mortgage Loan has not yet been sold by BSRMC, the Originator shall pay to BSRMC (i) the aggregate unpaid principal balance of the
Mortgage Loan (which shall be based on such amount at the time of foreclosure or other applicable acquisition of title if the Mortgage Loan has been converted
into real estate owned); (ii) all accrued and unpaid interest thereon through the end of the month in which the purchase occurs; (iii) the compensation previously
paid to Originator by BSRMC; and (iv) all other reasonable out-of-pocket un-reimbursed advances, costs and expenses incurred by BSRMC in connection with
such Mortgage Loan. Such purchase shall be accomplished by wire transfer of immediately available funds within 15 business days after Originator’s receipt
from BSRMC of a written demand pursuant hereto.


            SECTION 5.3             Full Credit Bid at Foreclosure Sale.

           Notwithstanding anything to the contrary, in no event shall a full credit bid made by BSRMC or any other party at a foreclosure sale of any Mortgage
Loan affect in any way the rights and remedies of BSRMC and/or the obligations of Originator under this Agreement, including, without limitation, the
obligations of Originator to repurchase and indemnify BSRMC as provided herein.


                                                                           ARTICLE VI
                                                                      MISCELLANEOUS

            SECTION 6.1             Termination.

           This Agreement may be terminated at any time (a) by the mutual written consent of Originator and BSRMC; (b) immediately by BSRMC without
cause on notice to Originator, (c) by Originator, without cause, upon 30 days written notice to BSRMC. The termination of this Agreement shall not release any
party from liability for any breach hereof or misrepresentation hereunder prior to such termination.


            SECTION 6.2             Survival.

        The representations, warranties, covenants and agreements contained in this Agreement shall survive the sale and delivery of the Mortgage Loans
to BSRMC.


            SECTION 6.3             Counterparts.

          This Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall be considered
one and the same instrument.


            SECTION 6.4             Entire Agreement; Waiver.

              (a)    This Agreement contains the entire agreement between the parties and supersede all prior agreements relating to the subject matter
   hereof. Except as provided in subsection 6.4(b) below, this Agreement may not be amended except by a written instrument signed on behalf of each
   party hereto. Neither party’s rights hereunder shall be waived other than by an express written waiver signed by the party against whom such waiver
   is sought to be enforced.

              (b)     Notwithstanding anything to the contrary in the Agreement, BSRMC may amend the terms of the Agreement by delivering either the
   Current Agreement or the amended terms fo the Agreement to Originator in accordance with the notice requirements of the Agreement, by posting a
   copy of either the Current Agreement or the amended terms at a website identified by BSRMC (currently at www.beardirect.com),,or by transmitting
   an electronic version of the Current Agreement or the amended terms to an e-mail address provided by Originator. Any such delivery of the Current
   Agreement or the amended terms shall become part of or replace, as applicable, this Agreement, and shall be deemed accepted and incorporated
   into this Agreement if Originator submits an Application Package or sells a Mortgage Loan to BSRMC subsequent to the date that the Current
   Agreement or the amended terms are delivered to Originator. Without limiting the foregoing, Originator agrees and consents to all terms and
   conditions set forth in the Current Agreement, regardless of delivery method, and by submitting an Application Package or selling a loan to BSRMC
   agrees to comply in all respects with all amendments and modifications of whatever nature as set forth in the Current Agreement.

            SECTION 6.5             Section Headings.

            The section and article headings contained in this Agreement are for reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.




BS042602 073105 Revision Date 1.15.08                                                                                                               Broker Package 12
            SECTION 6.6             Notices.

           All notices and other communications hereunder shall be in writing (including a writing delivered by facsimile transmission) and shall be deemed to
have been duly given (a) when delivered, if sent by registered or certified mail (return receipt requested); (b) when delivered, if delivered personally or by
facsimile; or (c) on the second following business day, if sent by United States Express Mail or overnight courier, in each case to the parties at the following
addresses (or at such other addresses as shall be specified by like notice):

                        If to Originator:            __________________________________

                                                     __________________________________

                                                     __________________________________

                                    Ph:              __________________________________

                                    Fax:             __________________________________

                        If to BSRMC:                 Bear Stearns Residential Mortgage Corporation
                                                     9201 E. Mountain View Road, Suite 210
                                                     Scottsdale, Arizona 85258
                                                     Attn: Broker Relations Dept.
                                                     Ph: 480-358-2000     fax: 480-358-2111

             SECTION 6.7           Governing Law. This Agreement shall be governed by, construed and enforced in accordance with the laws of the State of
Arizona without reference to the choice of law principles thereof. In the event of any lawsuit or other proceeding related to this Agreement, each party consents
to jurisdiction in the state and federal courts located in Maricopa County, Arizona.


            SECTION 6.8           Severability. In the case any provision in this Agreement shall be found by a court of competent jurisdiction to be invalid,
illegal or unenforceable, such provision shall be construed and enforced as if it had been more narrowly drawn so as not to be invalid, illegal or unenforceable,
and the validity, legality and enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby.


          SECTION 6.9          Successors and Assigns. This Agreement shall be binding upon the parties hereto and their respective successors and
assigns and shall inure to the benefit of the parties hereto and their respective permitted successors and assigns. Originator shall not delegate any duty
hereunder, or assign this Agreement or any rights hereunder without the prior written consent of BSRMC.


           SECTION 6.10 Relationship of Parties. The relationship between the parties is an independent contractor relationship, and Originator is
not, and shall not represent to third parties that it is acting as, an agent for and on behalf of BSRMC.


         SECTION 6.11 No Third Party Beneficiaries. Except as expressly provided herein, nothing in this Agreement is intended to confer any right,
remedy, obligation or liability upon any person other than the parties hereto referenced and their respective successors and permitted assigns.


        SECTION 6.12 Waiver of Jury Trial. EACH PARTY HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.




BS042602 073105 Revision Date 1.15.08                                                                                                              Broker Package 13
           SECTION 6.13 Communication Authorization. Originator expressly authorizes, consents, permits and invites BSRMC to send documents,
including unsolicited advertisements and any and all other materials or communications, to the facsimile number(s) and e-mail address(es) provided by
Originator to BSRMC in the “Application for Originator Approval.”


            SECTION 6.14 Attorney’s Fees. If any legal action or other proceeding is brought by BSRMC for the enforcement of this Agreement, the
repurchase of a Mortgage Loan or Mortgage Loans, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the
provisions of this Agreement, BSRMC shall be entitled to attorneys’ fees and other costs incurred in that action or proceeding, whether or not a law suit is filed,
in addition to any other relief to which it may be entitled.

IN WITNESS WHEREOF, each of the undersigned parties has caused this Agreement to be duly executed by a duly authorized representative, all as of
the date first above written.

            “ORIGINATOR”                                                              “BSRMC”

                                                                                      BEAR STEARNS RESIDENTIAL MORTGAGE CORPORATION

            By: (signature)         ____________________________________              By: (signature)       ________________________________________



            Name:                   ____________________________________              Name:                 ________________________________________



            Title:                  ______________________________________            Title:                Broker Relations Manager




BS042602 073105 Revision Date 1.15.08                                                                                                                Broker Package 14
                                                FHA SPONSORSHIP ADDENDUM

         This FHA Sponsorship Addendum (this “Addendum”) supplements, amends and is made part of the Loan Origination Agreement
(“Agreement”) between Bear Stearns Residential Mortgage Corporation (“BSRMC”) and “Originator”.

          WHEREAS, Originator wishes to originate Mortgage Loan Application Packages for Mortgage Loans insured by the Federal Housing
Administration (“FHA”) and originated pursuant to Title II of the National Housing Act, 12 U.S.C. § 1707 et seq., administered by the U.S. Department of
Housing and Urban Development (“HUD”) (referred to herein as “Insured Mortgage Loans”, “FHA Loans” or “Mortgage Loans” ); and

         WHEREAS, BSRMC agrees to act as Sponsor of Originator, which is an FHA-approved Loan Correspondent that may originate Insured
Mortgage Loans; and

           WHEREAS, BSRMC and Originator wish to define the conditions pursuant to which BSRMC is willing to sponsor Originator and to make
available the funds necessary to finance Insured Mortgage Loans submitted to and accepted by BSRMC pursuant to this Addendum.

            NOW THEREFORE, BSRMC and Originator hereby agree to the following:

         1. FUNDING AGREEMENT. Originator shall process and submit to BSRMC applications for Insured Mortgage Loans to be underwritten by
BSRMC, all in accordance with the provisions specified in the Agreement as amended by this Addendum. BSRMC agrees to fund Insured Mortgage
Loans that are originated by Originator which meet BSRMC’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 either BSRMC’s or Originator’s name in
accordance with Federal, State, and Local requirements. At the closing of the Insured Mortgage Loan, BSRMC shall advance to the closing agent the
amount necessary to fund the Insured Mortgage Loan.

          2. ORIGINATOR REPRESENTATIONS AND WARRANTIES. In addition to the Originator representations and warranties in the Agreement,
Originator hereby makes the following representations and warranties to BSRMC, as of both the date hereof and the date that each Insured Mortgage
Loan is assigned to or accepted by BSRMC hereunder. BSRMC shall be deemed to have conclusively relied on the representations and warranties,
regardless of any independent investigation BSRMC may have made or may hereafter make:

                       (A) Originator has the power, authority and legal right to make, deliver and perform under this Addendum, all of the transactions
            contemplated hereunder; and has taken all necessary action to authorize and execute, delivery and performance of this Addendum. The
            execution of this Addendum has been duly authorized and executed by Originator and is, or upon delivery will be, legal, valid and binding
            obligation of Originator enforceable in accordance with its terms, subject only to applicable bankruptcy, reorganization, insolvency, moratorium
            or other similar laws affecting creditor rights generally.

                     (B) Originator 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 or revised from time to time, in connection with FHA Loans.

                      (C) Originator is authorized to act as BSRMC’s Loan Correspondent solely for the purpose of originating, processing and insuring
            FHA Loans submitted to BSRMC for underwriting and funding. Originator has and will continue to comply with all of the requirements for
            approval by HUD as a Loan Correspondent as set forth in applicable HUD regulations, standards, and guidelines, including, but not limited to,
            HUD’s Title II Mortgagee Approval Handbook 4060.1, REV-2, as amended.

                      (D) 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 herby contains any untrue statement of fact of omits to state a fact necessary to make the
            statements contained therein not misleading.

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

                      (F) Originator shall perform all of the loan origination functions specified in the Agreement and this Addendum with respect to
            Application Packages for Insured Mortgage Loans to be underwritten by BSRMC.

                      (G) Originator, and each of its offices, are authorized by HUD to originate and process applications for Insured Mortgage Loans in
            the geographic location where the property securing the Insured Mortgage Loan is located pursuant to HUD Mortgagee Letter 2005-40 and
            HUD’s Title II Mortgagee Approval Handbook 4060.1, REV-2, 2-19, as amended.

                         (H) Originator 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 Originator’s status as an authorized FHA Loan Correspondent in all
            territories in which the property securing an Insured Mortgage Loan is located.

                       (I) Originator agrees to forward all information that it receives from HUD with respect to an Insured Mortgage Loan to BSRMC, and
            further agrees to assist BSRMC in resolving any issues relating to the non-issuance or suspension of HUD insurance.

        3. LENDER REPRESENTATIONS AND WARRANTIES. BSRMC is an FHA-approved mortgagee which holds a valid origination approval
agreement with HUD, is approved to participate in the Direct Endorsement Program and meets the applicable net worth requirements established by
HUD.



BS042602 073105 Revision Date 1.15.08                                                                                                            Broker Package 15
           4. QUALITY REVIEW. BSRMC shall have the right to perform a quality control review of Originator’s business activities related to the
origination and processing of applications for Insured Mortgage Loans pursuant to this Addendum and its authority under HUD’s Title II Mortgagee
Approval Handbook 4060.1, REV-2, 2-29, as amended. Originator will, upon request, provide BSRMC with any documentation, including but not limited
to financial records and audit reports, which BSRMC considers necessary to verify Originator’s compliance with federal and state requirements. BSRMC
may, upon providing 5 days notice, conduct periodic on-site audits of Originator’s business activities related to this Addendum. The audit will be
conducted in compliance with normal and customary procedures and policies outlined by HUD.

         5. WITHDRAWAL OF HUD APPROVAL. Originator agrees to promptly notify BSRMC in the event that HUD terminates Originator as a Loan
Correspondent or in the event that a loan correspondent agreement entered into between Originator and another Sponsor is terminated for any reason.

          6. INDEMNIFICATION. Originator agrees to indemnify, defend and hold BSRMC harmless from and against any claims, penalties, loss, cost
or damage, including but not limited to, attorney’s fees and expenses incurred by BSRMC (or any successor or assign), arising out of Originator’s 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 arising out of Originator’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 BSRMC pursuant to the Agreement.

           7. TERMINATION. The termination of the Agreement shall automatically terminate this Addendum. This Addendum may, in addition, be
terminated in writing at any time by either party upon 30 days written notice; provided, however, that in the event that BSRMC, in its sole discretion,
deems Originator to be in breach of any of the representations and warranties made herein, BSRMC may immediately terminate this Addendum without
prior notice to Originator. However, the termination of this Addendum shall not automatically terminate the Agreement. In the event of a termination of
this Addendum, BSRMC and Originator shall promptly notify HUD of such termination.

            8. ASSIGNMENT. Originator may not assign this Addendum.

          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. All terms not otherwise defined herein shall have the meaning specified in the Agreement.




BS042602 073105 Revision Date 1.15.08                                                                                                         Broker Package 16
                                                               EXHIBIT A
                                                    FORM OF DISCLOSURE STATEMENT
                                                   MORTGAGE BROKER FEE DISCLOSURE

You have applied to a mortgage broker for a residential mortgage loan. The mortgage broker will submit your application for a residential mortgage loan
to a participating lender with which it from time to time contracts upon such terms and conditions as you may request or a lender may require. Bear
Stearns Residential Mortgage is furnishing this form to you to clarify the role of mortgage brokers. This form supplements other disclosures or
agreements required by law that you should receive from the mortgage broker concerning your application.

SECTION 1.              NATURE OF RELATIONSHIP

•           The mortgage broker may be acting as an independent contractor and not as your agent. If you are unsure of the nature of your relationship,
            please ask the mortgage broker for clarification.

•           The mortgage broker will enter into separate independent contractor agreements with various lenders.

•           While the mortgage broker seeks to assist you in meeting your financial needs, it does not distribute the products of all lenders or investors in
            the market and cannot guarantee the lowest price or best terms available in the market.

SECTION 2.         COMPENSATION. The lenders whose loan products are distributed by the mortgage broker generally provide their loan products to
the mortgage broker at a wholesale rate.

•           The retail price a mortgage broker offers you-your interest rate, total points and fees-will include the brokers’ compensation.

•           In some cases, the mortgage broker may be paid all of its compensation by either you or the lender.

•           Alternatively, the broker may be paid a portion of its compensation by both you and the lender. For example, in some cases, if you would
            rather pay a lower interest rate, you may pay higher up-front points and fees.

•           Also, in some cases, if you would rather pay less up-front, you may be able to have some or all of the mortgage broker fees paid directly by
            the lender, which will result in a higher interest rate and higher monthly loan payments.

You may work with the mortgage broker to select the method in which it receives its compensation depending on your financial needs, subject to the
lender’s loan program requirements and credit underwriting guidelines.

The mortgage broker also may be paid by the lender based on (i) the value of the Mortgage Loan or related servicing rights in the market place or
(ii) other services, goods or facilities performed or provided by the mortgage broker to the lender.

The amount of fees and charges that you pay in connection with your loan will be estimated on your Good Faith Estimate. The final amounts will be
disclosed on your HUD-1 or HUD-1A Settlement Statement.

By signing below, applicant(s) acknowledge that you have read and understand this document. You also acknowledge that you have received a copy of
this document.

Borrowers
PRINT NAME                                                                                                                                    DATE



SIGNATURE



PRINT NAME



SIGNATURE




                                                         This is a sample document




BS042602 073105 Revision Date 1.15.08                                                                                                                Broker Package 17
                                                          EXHIBIT B
                                                    ELECTRONIC SERVICES
                                         SECURITY ACCESS AGREEMENT and USER CODES

This document is to be completed and signed in order to access Bear Stearns Residential Mortgage Corporation’s
("BSRMC’s") Electronic Services at www.beardirect.com. Per Article 4 of the Loan Origination Agreement between the
Originator and BSRMC, the Originator will restrict access to the User Codes and the Electronic Services to those persons
who are duly authorized to have such access on Originator’s behalf, or on behalf of the applicable customer. The Originator is
responsible for ensuring that all information contained in this request for User Codes is complete, correct, and will remain
confidential.

SECTION I.       SECURITY ACCESS ADMINISTRATOR
• Each Originator is requested to identify two persons to act as Security Access Administrators (Broker Security Admin.)
   in their organization. These persons will be responsible to administer and manage all of the Originator’s User Logon ID’s
   and passwords, once access is approved and assigned by BSRMC. This responsibility should be designated to a high
   level staff person.
• The User Administrator will receive instruction from BSRMC regarding usage of the appropriate Electronic Services.
• The User Administrator shall immediately notify BSRMC of any changes regarding any User’s Security Access.

SECTION II.    USER CODES
Please indicate a duly authorized Security Administrator(s) who you wish to have security access to manage your
company’s users of Bear Stearns Residential Mortgage Corporation’s Electronic Services at www.BearDirect.com:

 Security Access Administrator               Permission            User Email Address               User Telephone No.

 Example:           Alexander Hamilton       SA & SUP             Ahamilton@hotmail.com                1-555-123-4567




“Security Admin.” Permission (SA):
This person can add and modify other users for the company. They can also enter loan transactions, view price and lock
loans.

 “Supervisor” Permission Checkbox (SUP):
This is a secondary permission that can be assigned and allows the person to see all pipelines for the users attached to
the same Broker ID Number.
  ______________________________________________________________________________________________


Upon approval, the Security Administrator(s) identified above will receive an email with their User Logon ID and initial
Password.

APPLICANT
PRINT NAME                                                      COMPANY NAME




SIGNATURE                                                       DATE




BS042602 073105 Revision Date 1.15.08                                                                              Broker Package 18
                                                                                                                Originator’s Commitment
                                                                                                                         To Fair Lending

Bear Stearns Residential Mortgage Corporation (“BSRMC”) is committed to fair lending. It is BSRMC’s policy to make credit products available to all
applicants in a fair and consistent manner within the confines of safe and sound business practices.
Equal treatment of all loan applicants, without regard to race, sex, color, creed, religion, national origin, marital status, familial status, age, disability,
veteran status, or any other prohibited basis, is a foundational principle of BSRMC. BSRMC is committed to the premise that every applicant receives
fair and equal treatment and assistance throughout the loan process, from pre-application through origination, underwriting, closing, and funding.
BSRMC is committed to the premise that similarly qualified applicants have similar outcomes to their loan requests and that all applicants receive
equivalent assistance throughout the loan process. BSRMC embraces the concept of credit extension consistent with safe and sound operational
practices and the approval of credit based on adequate investigation and the application of sound judgment supported by verified facts. All loans must
make sense for both the borrower and the lender. BSRMC requires loan terms, rates and fees to be consistent with the borrower’s qualifications, that
the borrowers have the ability to repay the obligation and the borrowers receive a tangible benefit from the loan transaction. No portion of any loan’s
price (e.g., interest rate, points, fees and/or yield spread premium) may be based on any prohibited factor. BSRMC will look for ways to approve all loan
requests, but will not hesitate to decline loans of unacceptable quality.

BSRMC expects and requires each Originator with which it has a relationship to serve all areas of the community in which they operate and not to avoid
or target certain areas based solely on any of the prohibited bases set forth below, and to employ policies, procedures and training to ensure that there
is neither the existence nor the appearance of discrimination.

BSRMC further expects and requires each Originator to comply fully the attached Compliance Manual and with all federal laws prohibiting discrimination
in lending, including, but not limited to, the Equal Credit Opportunity Act (12 U.S.C. §§ 1601 et seq.) and the federal Fair Housing Act (42 U.S.C. §§ 3601
et seq.). As applicable to each mortgage loan transaction, each Originator must also comply fully with all state laws prohibiting discrimination in lending,
including, but not limited to, New York State Executive Law, Article 15, Section 296-a, Connecticut General Statutes §46a-65 et seq., and Ohio Revised
Code §4112.021.

Pursuant to these laws, BSRMC prohibits discrimination in all aspects of residential real estate related transactions, based on the following factors:

            •     race or color;
            •     religion;
            •     national origin;
            •     sex;
            •     marital status;
            •     handicap or disability (provided the applicant has the capacity to contract);
            •     ancestry;
            •     sexual orientation;
            •     military status;
            •     age (provided the applicant has the capacity to contract);
            •     the applicant's receipt of income derived from any public assistance program;
            •     the applicant's exercise, in good faith, of any right under the federal Consumer Credit Protection Act; and
            •     familial status (defined as children under the age of 18 living with a parent or legal custodian, pregnant women, and people securing
                  custody of children under 18).

By signing and returning this Commitment to Fair Lending, you affirm that you have read and understand the attached Compliance Manual and that you
will abide by the principles set forth above and in the Compliance Manual. You agree to employ policies and procedures appropriate to your business to
ensure that every aspect of the origination process is conducted in a fair and responsible manner, and does not have either a discriminatory impact or
the appearance of a discriminatory impact. Lastly, you will ensure that all of your employees and associates involved in submitting loans to BSRMC
have read understood and agreed with the attached Compliance Manual and this Commitment to Fair Lending.

Originator
SIGNATURE




PRINT OR TYPE NAME




TITLE




BS042602 073105 Revision Date 1.15.08                                                                                                            Broker Package 1
                                                              DESKTOP UNDERWRITER®

                                                                 (Expanded Use Version)
                                                                       Schedule

                                                                  Terms and Conditions

PART I

LICENSED SOFTWARE/ADDITIONAL TERMS

    1.   Licensed Software. Fannie Mae’s software product known as Desktop Underwriter is licensed pursuant to this Schedule. As of the date set
         forth on the order form accompanying this Schedule or the effective date of Bulletin DU-03-02, whichever is later, Desktop Underwriter
         provides certain functionality relating to the automated origination and underwriting of mortgage loans, including, but not limited to,
         functionality designed (i) to facilitate the communication and exchange of certain data between Licensee and Third-Party Originators, (ii) to
         support and facilitate the electronic underwriting of Mortgage Loan Applications and/or the performance of Prequalification Analyses, (iii) in the
         case of the Credit Retrieval Module, to facilitate the communication and the exchange of data between Licensee and consumer reporting
         agencies accessible through the Credit Retrieval Module, and (iv) in the case of the Desktop Underwriter ConnectionsTM (“DU
         ConnectionsTM “) Module, to facilitate electronic requests for, and delivery of, certain Services between Licensee and Service Providers.

    2.   Definitions. The following definitions are used in this Schedule as defined below:
         “Affiliate” shall mean any person or entity that originates or underwrites mortgage loans or performs Prequalification Analyses for Licensee or
         Licensee’s Client Lenders (e.g., certain correspondents and contract underwriters); provided, however, that the term “Affiliate” shall not include
         any officer or employee of Licensee, as such. “Approved Lender” shall mean, with respect to any particular mortgage loan sold to Fannie Mae,
         any mortgage lender that is a party to a Fannie Mae Mortgage Selling and Servicing Contract at the time such mortgage loan is sold to Fannie
         Mae.
         “Client Lender” shall mean any Approved Lender or any other mortgage lender that (i) makes mortgage products or services available to
         Customers through Licensee’s Site(s) and has retained Licensee to provide mortgage underwriting services and/or has requested that
         Licensee issue private mortgage insurance in connection with loans originated by or on behalf of such lender, or (ii) has retained Licensee to
         provide mortgage underwriting services and/or has requested that Licensee issue private mortgage insurance in connection with loans
         originated by or on behalf of such lender.
         “Codified Findings” shall mean any underwriting recommendation or ‘findings” files related to the Licensed Software provided by (or on behalf
         of) Fannie Mae to Licensee for the purpose of facilitating Licensee’s development of Consumer Findings, and any related Documentation, as
         such files and Documentation may be modified from time to time.
          “Consumer Credit Data” shall mean any information obtained by Licensee, either directly or indirectly, which bears on a consumer’s
         creditworthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living (the “Seven
         Factors”) and which is used or expected to be used or collected in whole or in part for the purpose of serving as a factor in underwriting a
         Mortgage Loan Application or performing a Prequalification Analysis. Such data may include, but are not limited to, data contained in: (i)
         residential mortgage credit reports, “in-file” credit reports, or “consumer reports,” as defined in the FCRA; (ii) verifications (whether “standard,”
         “TimeSaver” or other form of alternate documentation as discussed in Fannie Mae’s Selling Guide) of loans, mortgages, employment or
         assets; (iii) the Uniform Residential Loan Application, including any attachments and/or supplements thereto; and (iv) any correspondence or
         communication from the consumer or any third party which includes information relating to one of the Seven Factors.
         “Consumer Findings” shall mean underwriting recommendations and “findings” relating to the Licensed Software that are understandable and
         meaningful to Customers.
         “Credit Retrieval Module” shall mean that component of the Licensed Software which: (i) facilitates the retrieval of a consumer report from a
         “consumer reporting agency,” as defined in the FCRA, with which Licensee has a direct independent contractual relationship; and (ii) acts
         solely as an interface between Licensee and such consumer reporting agency in the process of obtaining a consumer report upon Licensee’s
         request.
         “Customers” shall mean individual mortgage loan applicants and borrowers, or prospective mortgage loan applicants and borrowers, who
         choose to examine, utilize or purchase mortgage products or services made available through Licensee Site(s).
         “DU Connections Module” shall mean that component of the Licensed Software that (i) facilitates electronic requests for, and delivery of,
         certain Services between Licensee and Service Providers with which Licensee has a direct independent contractual relationship, and (ii) acts
         solely as an interface between Licensee and such Service Providers in the process of obtaining a Service upon Licensee’s request. The DU
         Connections Module integrates with the Credit Retrieval Module to facilitate the delivery of consumer reports.
         “ECOA” shall mean the federal Equal Credit Opportunity Act, codified at 15 U.S.C. §1691 etg., and its implementing regulation, Regulation B,
         codified at 12 C.F.R. Part 202.
         “Electronic Record” shall mean a particular electronic transmission of data and/or information, including a Service, via the DU Connections
         Module in any transaction set or transmission format Fannie Mae may from time to time approve for use with the DU Connections Module.
         “FCRA’ shall mean the federal Fair Credit Reporting Act, codified at 15 U.S.C. § 1681 ., and the Federal Trade Commission’s Official Staff
         Commentary (the ‘Commentary”) to the Fair Credit Reporting Act.
         “Licensee Site(s)” shall mean any telephone call center(s) operated by Licensee or any Internet site(s) (or portions of Internet site(s)) operated
         or hosted by Licensee, to permit Customers to shop for or purchase mortgage services or products from Licensee or Client Lenders where, or
         through which, (i) Customers will be able to obtain recommendations, findings and/or Prequalification Analyses directly or indirectly from the
         Licensed Software, and (ii) Licensee and/or Client Lenders will be able to consider Mortgage Loan Applications or mortgage loan
         prequalification requests submitted by Customers.
         “Loan Documents” shall mean those Third-Party Licensor forms provided with the Licensed Software as a convenience to Licensee. These
         forms include, but may not be limited to, the Uniform Residential Loan Application and any attachments and/or supplements thereto.
         “Mortgage Loan Application” shall mean the submission by a mortgage loan applicant of financial information and identification of the specific
         111507 FNMA User Agreement 2 property to secure the mortgage loan for the purpose of obtaining an underwriting decision.
         “Prequalification Analysis” shall mean the evaluation of Consumer Credit Data with respect to a prospective mortgage loan applicant for the
         purpose of evaluating such prospective applicant’s qualification for mortgage financing, other than in connection with a Mortgage Loan
         Application.
         “Service” shall mean any real property title insurance report, flood certification, mortgage loan settlement document, consumer report,
         appraisal or other property valuation or inspection report, real estate tax service, or other mortgage loan origination related- or servicing
         related-product or service electronically transmitted by a Service Provider to Licensee by means of the DU Connections Module upon the
         request of Licensee.

111507                                                                                                                             FNMA User Agreement 1
         “Service Provider” shall mean any person or entity that transmits a Service to Licensee.
         ‘Subsidiary” shall mean any entity more than fifty percent (50%) of whose controlling interest or outstanding voting shares or securities are
         owned or controlled, directly or indirectly, by Licensee.
         “Third-Party Originator” shall mean any residential mortgage loan originator authorized by Licensee or Client Lender, as applicable, to have
         access to Licensee’s and/or Client Lender’s product information in order to perform electronic loan submissions and otherwise communicate
         with Licensee and perform other related functions in conjunction with the origination of residential mortgage loans via the Licensed Software.

    3.   Marks. Licensee acknowledges that Fannie Mae’s Marks include Desktop Underwriter®, Desktop Originator®, DUTM, DOTM, Desktop
         Underwriter ConnectionsTM, and DU ConnectionsTM.

    4.   License. For purposes of this Schedule, the Section of the Agreement captioned “License” is replaced with the following: Subject to the terms
         and conditions of this Agreement and compliance therewith by Licensee, during the term of this Agreement, Fannie Mae grants Licensee a
         non-exclusive, non-transferable license (i) to permit its Authorized Users to use the Licensed Software solely in executable form, (ii) to install
         (if applicable) one copy of the Licensed Software for each Authorized User of such Licensed Software, (iii) to install (if applicable) and use,
         solely in executable form, one copy of the Licensed Software on each Internet server used to operate a Licensee Site that is logically and
         physically separated from other systems (A) for the benefit of Customers who input data to the Licensed Software through Licensee’s Site,
         and (B) to transmit to Client Lenders the output generated by the Licensed Software based on such input in accordance with Sections 7 and 8
         of this Schedule, (iv) to use the Documentation, and (v) if Fannie Mae has provided Codified Findings to Licensee, to modify and develop
         derivative works based upon such Codified Findings for the sole purpose of creating Consumer Findings, and to display such Consumer
         Findings on Licensee Site(s).

    5.   Grant of Rights and Imposition of Obligations. For purposes of this Schedule, Subsection (b) of the Section captioned “Restrictions on
         Use; Audit Rights” of the Agreement is replaced with the following: Licensee shall only use the Licensed Materials (i) for its own internal
         business purposes and for the purpose of underwriting loans originated by its Client Lenders, and (ii) in connection with the operation of
         Licensee Site(s), as expressly authorized in this Schedule. Without derogating the generality of the foregoing, except as expressly authorized
         in this Schedule, (a) Licensee shall not use or allow others to use the Licensed Materials in a multiple-use arrangement or as a part of a
         service bureau, and (b) Licensee shall only use the Licensed Materials in support of its mortgage industry activities. Licensee is specifically
         prohibited from distributing copies of the Documentation or any Fannie Mae Proprietary Information to Client Lenders or Customers.

    6.   Subsidiaries/Affiliates. Licensee’s rights and obligations under this Schedule shall extend to a Subsidiary or Affiliate, provided that: (I) such
         person or entity has entered into an agreement with Licensee in the form of Exhibit A that binds such person or entity to the terms and
         conditions of the Agreement and this Schedule and under which Fannie Mae is appointed as such person’s or entity’s agent for FCRA
         purposes, (ii) Licensee provides a copy of such agreement to Fannie Mae and Fannie Mae provides Licensee with written notification of
         Fannie Mae’s approval of such agreement, and (iii) with respect to any Affiliate, such Affiliate utilizes the Licensed Materials for the sole
         purpose of originating or underwriting mortgage loans for Licensee or Licensee’s Client Lenders and/or performing Prequalification Analyses
         for Licensee or Licensee’s Client Lenders. Licensee hereby guarantees full performance by such Subsidiaries and Affiliates of all obligations
         set forth in the Agreement and this Schedule and shall retain all obligations and liabilities under the Agreement and this Schedule in
         connection with the use of the Licensed Materials by Affiliates and/or Subsidiaries. The parties acknowledge and agree that the rights granted
         under this Section 6 shall not extend to subsidiaries or affiliates of Licensees Subsidiaries or Affiliates, as such.

    7.   Codified Findings. In the event that Fannie Mae, in its sole discretion, provides Licensee with Codified Findings, Licensee agrees that (i) the
         Codified Findings are subject to change at any time and from time to time and that Licensee develops code based upon the Codified Findings
         at its own risk, cost and expense, (ii) upon receipt of any changes to the Codified Findings, Licensee shall promptly update any code that it
         has developed or licensed in order to conform such code to the most recent version of the Codified Findings, (iii) neither Licensee nor any
         third-party licensor utilized by Licensee shall modify, alter or translate the Codified Findings in such a way as to materially alter the substance
         of any finding issued by the Licensed Software, (iv) for purposes of a mortgage loan’s eligibility for the limited waiver of representations and
         warranties set forth in Section 9 below, in the event that there is any inconsistency between the findings issued by the Licensed Software and
         the material contained in the Codified Findings, the findings issued by the Licensed Software shall govern, (v) Fannie Mae has the right, but
         not the obligation, to review and comment on any Consumer Findings developed by Licensee or any third-party licensor utilized by Licensee,
         (vi) Licensee shall promptly make (or cause to be made) any alterations or additions that Fannie Mae may request from time to time to any
         Consumer Findings developed by Licensee or any such third-party licensor, and (vii) such Consumer Findings shall not contain any reference
         to Fannie Mae without Fannie Mae’s prior written consent. Licensee further acknowledges and agrees that the Codified Findings are provided
         as a convenience only, and that Licensee’s use of such Codified Findings may result in liability under existing laws, rules or regulations, and
         under agreements to which Licensee is a party. Any liability resulting from Licensee’s use of the Codified Findings is solely Licensee’s
         responsibility, and Fannie Mae and its Third-Party Licensors shall not be responsible in any way for any such use or liability.

    8.   Unauthorized Representations. Notwithstanding the provisions of the Section of the Agreement captioned Unauthorized Representations,”
         Licensee may inform a Customer of (a) the recommendation (e.g., ‘approve,” “refer” or “refer with caution”) generated by the Licensed
         Software in connection with such Customers case file, and (b) the related “findings” generated by the Licensed Software; provided, however,
         111507 FNMA User Agreement 3 that (A) such recommendations and findings are appropriately tailored so as to render them understandable
         and meaningful to Customers, and (B) if such recommendations or findings contain any reference to Fannie Mae or if Fannie Mae presents
         Licensee with a written request to do so, Licensee simultaneously informs such Customer that any recommendation or finding rendered by the
         Licensed Software will not constitute an approval or denial of a Mortgage Loan Application by Fannie Mae or a commitment to purchase a loan
         by Fannie Mae. In addition, Licensee may inform a Client Lender or a prospective purchaser of a mortgage loan underwritten with the
         assistance of the Licensed Software of (A) the recommendations and findings set forth in clauses (a) and (b) of this Section 8, and (B) the
         provisions of Section 9 relating to the limited waiver of representations and warranties and the grant of variances; provided, however, that
         Licensee simultaneously informs such Client Lender or prospective purchaser that any recommendation rendered by the Licensed Software
         will not constitute an approval or denial of a Mortgage Loan Application by Fannie Mae or a commitment to purchase a loan by Fannie Mae.

    9.   Limited Waiver of Representations and Warranties. Fannie Mae will not require an Approved Lender to warrant that a mortgage loan
         underwritten with the assistance of the Licensed Software complies with the Fannie Mae Selling Guide requirements identified in the Section
         of the “Guide to Underwriting with Desktop Underwriter” entitled “Limited Waiver of Representations and Warranties”; provided that Licensee
         and/or Approved Lender, as the case may be, complies with the provisions of such Section, as such provisions may be modified by Fannie
         Mae from time to time.



111507                                                                                                                            FNMA User Agreement 2
    10. Use of Licensed Software. A. Licensee will use the Licensed Software’s Credit Retrieval Module, underwriting functionality and
        Prequalification Analysis functionality only under the following circumstances:
        (a) to request and receive consumer reports (as defined in the FCRA) and/or analyze Consumer Credit Data for the purpose of performing
        Prequalification Analyses of prospective mortgage loan applicants who have submitted a written authorization to Licensee substantially in
        conformance with the language set forth in Exhibit B;
        (b) to request and receive consumer reports and/or analyze or evaluate Consumer Credit Data in underwriting Mortgage Loan Applications
        before a decision regarding any such application is made and communicated to any loan applicant(s);
        (c) with respect to Mortgage Loan Applications previously approved but not yet closed by Licensee (or Client Lender, in the case of
        subsections (ii) and (iii) below):
        (i) to request and receive consumer reports through the Credit Retrieval Module, when Licensee is requesting such reports in connection with
        its own Mortgage Loan Applications and/or Prequalification Analyses and has obtained the loan applicant(s)’ prior written permission to
        request such additional consumer reports, or because other circumstances exist which Licensee believes justify the request for such additional
        consumer reports under the FCRA;
        (ii) to analyze or evaluate Consumer Credit Data, including consumer reports, when Licensee or Client Lender determines that data obtained
        subsequent to its initial approval may affect its prior underwriting approval decision;
        (iii) to request and receive consumer reports and/or analyze or evaluate Consumer Credit Data when the loan applicant(s) request different
        loan terms or a different loan product than that originally requested by the loan applicant(s);
        (d) with respect to Mortgage Loan Applications previously denied by Licensee (or Client Lender, in the case of subsection (ii) below), which
        denial decision has been communicated to the applicant(s):
        (i) to request and receive consumer reports through the Credit Retrieval Module, when Licensee is requesting such reports in connection with
        its own Mortgage Loan Applications and/or Prequalification Analyses and has obtained the loan applicant(s)’ prior written permission to
        request such additional consumer reports;
        (ii) to analyze or evaluate Consumer Credit Data, including consumer reports, when (A) Licensee (or Client Lender) determines that data
        obtained subsequent to its initial denial decision may affect its prior underwriting decision, and (B) Licensee (or Client Lender) intends to make
        and communicate an offer of credit to the applicant(s) if an approval recommendation decision is rendered by the Licensed Software as a
        result of consideration of the additional data obtained; and
        (e) to request and receive consumer reports and/or analyze or evaluate Consumer Credit Data in conjunction with Licensee’s (or Client
        Lender’s) quality control program with respect to mortgage loans previously approved and closed by Licensee (or Client Lender).
        B. An Affiliate or Subsidiary may not use the Licensed Software under the circumstances described in paragraphs (c)(i) and (d)(i) above
        unless it obtains the loan applicant’s prior written permission to request such additional consumer reports.

    11. Limited Agency Relationship. Notwithstanding the Section captioned “Independent Parties’ of the Agreement, Licensee hereby expressly
        acknowledges, understands and agrees that, in obtaining consumer reports via the Credit Retrieval Module and in the processing and
        evaluation of Consumer Credit Data by the Licensed Software for purposes of performing a Prequalification Analysis and/or making an
        underwriting recommendation, Fannie Mae, as owner of the Licensed Software, shall be the agent of Licensee, as that term is defined in the
        FCRA. As Licensee’s agent, Fannie Mae shall, and is hereby expressly authorized by Licensee to, obtain Consumer Credit Data for the sole
        purpose of performing a Prequalification Analysis and/or making an underwriting recommendation. Licensee also expressly acknowledges,
        understands and agrees that Fannie Mae’s role as Licensee’s agent shall not extend beyond the limited purposes set forth in this Section,
        and, for all other purposes, there shall be no such principal and agent relationship. Moreover, Licensee shall in no way misrepresent to third
        parties the limited extent of this principal/agent relationship.

    12. Recommendation Rendered by Licensed Software. Licensee acknowledges, understands and agrees that any recommendation rendered
        by the Licensed Software in the evaluation of Consumer Credit Data will not constitute an approval or denial of the Mortgage Loan Application
        by Fannie Mae or a commitment to purchase the loan by Fannie Mae.

    13. Agency/Joint User Relationship With Client Lender. When Licensee is using the Licensed Software, including its Credit Retrieval Module,
        in connection with Mortgage Loan Applications and/or Prequalification Analyses originated by or on behalf of a Client Lender, Licensee hereby
        expressly certifies and agrees that Licensee: (i) shall be the agent of such Client Lender, as that term is defined in the FCRA, and (ii) shall
        enter into and maintain a written agreement with such Client Lender in which the Client Lender specifically designates Licensee as its agent
        for FCRA purposes, by language substantially in the form contained in Exhibit C. If Licensee is using the Licensed Software in connection with
        111507 FNMA User Agreement 4 a request by Client Lender that Licensee issue private mortgage insurance in connection with a Mortgage
        Loan Application, Licensee certifies that it is acting as a joint user of consumer credit data, as such term is defined in the FCRA.

    14. Service Transmissions. Licensee acknowledges that it has entered into this Schedule to evidence its intent to purchase Services through the
        electronic transmission and receipt of Electronic Records by and between Licensee and Service Providers utilizing the Licensed Software.
        Licensee shall maintain a separate contractual relationship (the ‘Separate Agreement”) with each Service Provider from which Licensee
        receives a Service, which Separate Agreement will govern its purchase and use of the Services. If the Uniform Electronic Transactions Act
        (“UETA”) or a similar law is applicable, the terms of any Separate Agreement shall be consistent with UETA or such similar law and with the
        Electronic Signatures in Global and National Commerce Act.
        A. Transmission Monitoring. For avoidance of doubt, Licensee acknowledges and agrees that (a) the Section of the Agreement captioned
        “Rights in Data” shall apply to data contained in Electronic Records or other data transmitted to, from, or between Licensee and any Service
        Provider via the Licensed Software, (b) Fannie Mae’s rights under such Section include the right to intercept, collect and review Electronic
        Records and data contained in Electronic Records, or other data transmitted to, from, or between Licensee and any Service Provider via the
        Licensed Software, to facilitate compliance with applicable laws (including, but not limited to, valid legal process) or for any other purpose set
        forth in the Section of the Agreement captioned “Rights in Data,” and (c) in connection with such interception, collection and review, Fannie
        Mae shall have the right (but not the obligation) to remove any Electronic Record or other data to the extent provided in the Section of the
        Agreement captioned “Security and Data Retention Procedures.”
        B. Non-Infringement; Compliance With Law. Without derogating the generality of the Sections of this Schedule captioned “Compliance with
        Law’ and “Indemnification,” Licensee represents and warrants that (i) no Electronic Record transmitted by Licensee will in any way violate any
        patent, copyright, trademark, trade secret or other intellectual property right of any third party, and (ii) each Service it requests and/or receives
        shall only be used in connection with those purposes that are permitted by Applicable Laws.
        C. Security. Without derogating the generality of the Section of the Agreement captioned “Security and Data Retention Procedures,” Licensee
        represents and warrants that it has established and will maintain security procedures that are reasonably sufficient to ensure that all Electronic
        Record transmissions are authorized and all Electronic Records are protected from improper access.
        D. No Viruses. Without derogating the generality of the Section of the Agreement captioned “Security and Data Retention Procedures,”
        Licensee represents and warrants that it shall use all reasonable efforts to ensure that each Electronic Record originating from Licensee shall

111507                                                                                                                            FNMA User Agreement 3
         be transmitted free of all known bugs, viruses, so-called ‘time bombs” or other functions, routines, devices or instructions designed or available
         to create any unauthorized access to, or interruption in the functioning of, the Licensed Software or any Service Provider system.

    15. Obtaining Consumer Reports; Licensee’s Certification. Licensee shall, coterminous with this Schedule, maintain a Separate Agreement
        with any “consumer reporting agency’ (that is accessible via the Licensed Software) from which it shall order its “consumer reports,’ as those
        terms are defined by the FCRA. Such agreement(s) shall govern the use of any and all consumer reports obtained electronically through the
        use of the Credit Retrieval Module of the Licensed Software. Licensee hereby certifies and warrants that any request for and/or use of
        consumer reports obtained through the Credit Retrieval Module shall be strictly for “permissible purposes,” as defined in Section 604 of the
        FCRA, and for no other purpose and shall in all other respects comply with the requirements of the FCRA.

    16. Notification to Borrower. Licensee acknowledges and understands that it and/or Client Lender may be required to provide certain
        disclosures to mortgage loan applicants and/or prospective mortgage loan applicants such as when the Licensee and/or Client Lender denies
        or unfavorably changes the terms requested in the Mortgage Loan Application or determines that a prospective mortgage loan applicant would
        not qualify for a mortgage loan or for a particular mortgage loan amount as a result of a Prequalification Analysis. Such disclosure obligations
        may be imposed under the FCRA, ECOA, and other federal and/or state statutes and regulations. Licensee expressly understands and agrees
        that it and/or Client Lender bears sole responsibility for complying with such disclosure obligations and that such obligations shall in no event
        be considered imposed upon or shared by Fannie Mae by virtue of Licensee’s use of the Licensed Software for its electronic underwriting of
        Mortgage Loan Applications or Prequalification Analyses.

    17. Recordkeeping. Licensee acknowledges and agrees that it and/or Client Lender may be required to maintain records of certain data pursuant
        to ECOA and other state and/or federal laws and regulations. Licensee understands and agrees that: (i) it and/or Client Lender bears sole
        responsibility for such obligation; (ii) it may need to download Licensed Software data into its own systems storage facilities or print out hard
        copies of such data from the Licensed Software in order to generate or obtain information necessary to meet such recordkeeping
        requirements; (iii) such data may be unavailable to Licensee or any Third-Party Originator after electronic transmission to the other party and
        Licensee may therefore need to produce hard copies of consumer reports, uniform residential loan applications or other data prior to releasing
        the related loan packages to Licensee’s or Client Lenders’ Third-Party Originators, and (iv) in no event will Fannie Mae be responsible for
        maintaining any such data for Licensee and/or Client Lender or for providing Licensee and/or Client Lender with any such data at any time,
        either in computerized or hard-copy format, except as expressly provided in Section 18 below.

    18. Licensee Access to Case Files. Licensee acknowledges that its ability to obtain on-line access to a case file and the data contained therein
        shall be limited to the period set forth in the applicable version of Fannie Mae’s ‘Casefile Access Policy,” as such policy may be modified from
        time to time (the ‘Access Period”). Licensee further acknowledges that Licensee’s ability to obtain on-line access to such case file and the data
        contained therein may cease at the end of such Access Period, and Fannie Mae shall not have any other responsibility to maintain data,
        including, but not limited to, the data referred to in the first sentence of Section 17 hereof. Upon request by Licensee, Fannie Mae may be able
        to provide Licensee access to a case file and/or the data contained therein after the applicable Access Period for an additional fee; however,
        Fannie Mae is under no obligation to provide, and makes no representations regarding its ability to provide, such additional access to a case
        file or its contents.

    19. Rights in Data. Notwithstanding the Section of the Agreement captioned ‘Rights in Data,” prior to accessing for evaluation of the Licensed
        Software any loan data related to a mortgage loan which is not subsequently delivered to Fannie Mae, Fannie Mae will cause the following
        borrower-specific information to be removed from the data: name(s) of the borrower(s); current and previous addresses of the borrower(s);
        addresses of the property for which the Mortgage Loan Application was made and any other real estate owned by the borrower(s); social
        111507 FNMA User Agreement 5 security, alien registration card or other such identifying numbers; account numbers related to assets and
        liabilities of the borrower; and names and addresses of employers.

    20. Loan Documents. Licensee acknowledges and agrees that the Loan Documents are provided with the Licensed Materials as a convenience
        only, and that Licensee’s misuse or improper use of such forms may result in liability under existing laws, rules or regulations, and under
        agreements to which Licensee is a party. Licensee understands and agrees that any liability resulting from Licensee’s use of the Loan
        Documents is solely Licensee’s responsibility, and Fannie Mae and its Third-Party Licensors shall not be responsible in any way for any such
        use or liability.

    21. Submission of Forms. Prior to using the Licensed Software to communicate with Third-Party Originators, Licensee, with respect to each
        Third-Party Originator, shall submit to Fannie Mae a completed and executed Lender/Originator Relationship Form; provided, however, that
        Licensee shall not be required to submit such form where Licensee is acting for the benefit of a Client Lender and such form has already been
        submitted by such Client Lender with respect to the Third-Party Originator in question.

    22. Product Warranty. Licensee hereby certifies that any loan product or related information that it disseminates to any Third-Party Originator
        through use of the Licensed Software will be accurate and that Licensee or Client Lender will accept transactions for the loan products
        specified, assuming that the Third-Party Originator meets pre-established requirements for such transactions.

    23. Termination of Third-Party Originators. Licensee acknowledges and agrees that Fannie Mae may, in its absolute discretion, terminate
        immediately the Desktop Originator (Originator Version) Schedule with any Third-Party Originator in instances of certain breaches of the
        contractual relationship between the Third-Party Originator and any lender (including Licensee or any Client Lender) that has sponsored such
        Third-Party Originator as a user of the Licensed Software. Such breaches are limited to those that bear on or are affected by the Third-Party
        Originator’s use of Desktop Originator (as more fully described in the Desktop Originator (Originator Version) Schedule).

    24. Compliance With Law. For purposes of this Schedule, the Section captioned ‘Compliance With Law’ of the Agreement is replaced with the
        following:
        Licensee acknowledges that its and/or Client Lenders’ activities, whether or not the Licensed Software is utilized in connection with such
        activities, may subject Licensee and/or Client Lenders to certain federal, state and local substantive and disclosure laws and regulations
        including, without limitation, the Real Estate Settlement Procedures Act, the Truth-in-Lending Act, the FCRA, ECOA and the Home Mortgage
        Disclosure Act and mortgage lending or broker statutes, and their implementing regulations and commentaries, as applicable. Licensee
        hereby represents and warrants that it is in full compliance with (i) all federal, state and local laws, rules and regulations applicable to its
        activities in connection with which the Licensed Software is used, and (ii) all applicable laws, rules, regulations and conventions relating to
        data privacy, international communications, communications decency and the importation and exportation of software and data (collectively
        “Applicable Laws”). Without limiting the generality of the foregoing, Licensee represents and warrants that it holds all applicable licenses and

111507                                                                                                                           FNMA User Agreement 4
          authorizations in all jurisdictions in which it conducts its business pursuant to Applicable Laws, and such licenses and authorizations are
          current and are fully in effect. Licensee bears sole responsibility for complying with Applicable Laws, and such compliance obligations shall in
          no event be considered imposed upon or shared by Fannie Mae or its Third-Party Licensors by virtue of Licensee’s use of the Licensed
          Software or any forms, documents or other written or electronic materials provided by Fannie Mae or its Third Party Licensors, agents or
          representatives.
          Licensee shall notify Fannie Mae in accordance with the requirements of the Section of the Agreement entitled “Notices” within three (3)
          business days of notice of any actual or threatened civil, administrative or criminal litigation or enforcement matter arising out of, or relating to,
          any alleged material violation by Licensee of an Applicable Law. Upon receipt of such notice, Fannie Mae may conduct an audit of Licensee’s
          books and records, or such other inquiry as it may determine reasonable in the circumstances, regarding such alleged violation, and Licensee
          shall reasonably cooperate in regard to such audit or inquiry.
          Licensee privacy statement(s), policies and practices relating to the Licensed Software shall not conflict with (i) the section of the Agreement
          and/or this Schedule entitled “Rights in Data,” or (ii) any privacy statement included in the Licensed Software. Fannie Mae shall not be
          responsible for monitoring or reviewing Licensee’s privacy statement(s), or assisting in the development thereof, and shall not be bound
          thereby.

     25. FHA Loans. Licensee’s use of Desktop Underwriter to evaluate a loan for eligibility for insurance by the Federal Housing Administration
         (‘FHA”) is governed by the attached Exhibit D.

     26. VA Loans. Licensee’s use of Desktop Underwriter to evaluate a loan for eligibility for guaranty by the Department of Veterans Affairs within
         the Department of Housing and Urban Development (“VA”) is governed by the attached Exhibit E.

     27. Third-Party Applications. Licensee acknowledges and agrees that, from time to time, Fannie Mae may provide Licensee with access to
         certain third-party products or services via the Licensed Software, including, but not limited to, (i) Services provided to Licensee via the DU
         Connections Module, (ii) third-party products or services designed for the underwriting of jumbo or subprime loans, third-party proprietary
         underwriting engines, and third-party risk grading products or services, and (iii) any other software, data, services or materials to which a third
         party licenses to Fannie Mae the right to provide remote access to Licensee. Licensee further acknowledges and agrees that (A) such third
         party products or services are provided as a convenience only, (B) any liability resulting from Licensee’s use of such third party products or
         services is solely Licensee’s responsibility, (C) Fannie Mae shall not be responsible in any way for such use or liability, and (D) Fannie Mae
         makes no representations or warranties as to the continued availability of such products or services via the Licensed Software or otherwise.
         Licensee further acknowledges that it may, directly or indirectly, gain access to Desktop Underwriter functionality, materials, findings or data
         through certain third-party web sites, systems or services (the “Third-Party Providers”). In the event that Licensee gains such access, Licensee
         acknowledges and agrees that (i) such Third-Party Providers are entities that are separate from and independent of Fannie Mae and that
         Fannie Mae makes no representations or warranties relating to Third-Party Providers or any web site, internet domain or address operated by
         Third-Party Providers or their affiliates, including, but not limited to, representations or warranties as to any Third-Party Provider’s compliance
         111507 FNMA User Agreement 6 with laws and representations or warranties as to site availability, (ii) such Third-Party Providers and Fannie
         Mae are not partners, joint venturers, representatives or agents of each other, (iii) neither Fannie Mae nor such Third-Party Provider has any
         right, power or authority to enter into any agreement for or on behalf of the other, or to incur any obligation or liability, or to otherwise bind, the
         other, (iv) any agreement between Licensee and any Third-Party Provider (to which Fannie Mae is not also a party), including but not limited to
         any licensing agreement between Third-Party Provider and Licensee, shall not be binding upon Fannie Mae, and (v) the applicable or relevant
         liability limitations, protections and rights afforded to Fannie Mae by the Agreement and this Schedule (as they may be modified from time to
         time), and the applicable or relevant restrictions and responsibilities imposed upon Licensee by the Agreement and this Schedule (as they
         may be modified from time to time), shall be construed to apply to such access to the fullest extent practicable under the circumstances,
         including, but not limited to, the provisions of the Agreement and this Schedule relating to confidentiality, liability limitation, disclaimers,
         indemnification, publicity, intellectual property protection and ownership and compliance with laws.

     28. Marketing. Subject to the provisions of the Section of the Agreement captioned “Publicity: Marks,” Licensee agrees that it will be solely
         responsible for marketing Licensee’s Site(s), including the recruitment of Client Lenders and Customers. Unless otherwise agreed to in writing
         by Fannie Mae, all Client Lenders that Licensee provides with electronic access to Desktop Underwriter functionality, materials, findings or
         data shall have previously executed a Desktop Underwriter (Expanded Use Version) Schedule with Fannie Mae.

     29. Support. Without derogating the generality of the provisions of the Agreement in the Section captioned “Support,” Licensee acknowledges
         and agrees that Licensee, and not Fannie Mae, shall be responsible for (i) responding to Customer comments and questions relating to the
         Licensed Software and the Licensee Site(s), and (ii) providing support and assistance to Customers. Without Fannie Mae’s written consent,
         Licensee shall not identify Fannie Mae as a provider of underwriting, prequalification or other services in connection with any Licensee Site or
         otherwise in connection with this Schedule, and Licensee shall not refer to Fannie Mae, as such, in its privacy statement(s). Fannie Mae shall
         have no obligation with respect to the activity of Customers relating to the Licensed Software, including, but not limited to, any obligation to
         remove, screen, police, edit or monitor any data or other material generated by Customers. In addition, except as expressly provided in an
         applicable Fannie Mae rate sheet, Licensee, and not Fannie Mae, shall be responsible for providing Licensee’s sponsored Third-Party
         Originators with, if applicable (A) software installation support, (B) first line support with respect to sponsored Third-Party Originator inquiries
         concerning Fannie Mae’s automated underwriting guidelines and policies, including, but not limited to, questions concerning the interpretation
         and applicability of the Licensed Software’s findings reports, and (C) appropriate training relating to the use of Fannie Mae’s Desktop
         Originator application and such guidelines and policies.

     30. Indemnification. Subsection (iv) of the Section captioned ‘Indemnification” of the Agreement shall be expanded to also provide
         indemnification in the event of any breach of any of Sections 5-8, 10, 11, 13-17, 20-22 or 24 of this Schedule.

     31. Survival. Any provisions of this Schedule that contemplate their continuing effectiveness, including, without limitation, Sections 3, 8, 9, 11, 12,
         13, 14B, 15-20, 22, 24-27, and 30 of this Schedule, shall survive any termination of this Schedule.

PART II

PRICING

SUBSCRIPTION FEES

There are no charges in addition to those imposed pursuant to the Section captioned ‘Fees, Taxes and Billing” of the Agreement.

111507                                                                                                                                FNMA User Agreement 5
                                                            EXHIBIT A
                                                           ®
                                     TO DESKTOP UNDERWRITER SCHEDULE (EXPANDED USE VERSION)
Check One:
Affiliate User
Subsidiary User
                                                                    User Agreement

        THIS AGREEMENT (Agreement) is entered into this ______ day of ________, between _______________________ (User) and
______________________ (Licensee). Any capitalized terms used herein and not otherwise defined shall have the meanings given them in the License
Agreement (as hereinafter defined).

          WHEREAS, Licensee has entered into a Fannie Mae Software Subscription Agreement (Subscription Agreement’) and the DESKTOP
UNDERWRITER (Expanded Use Version) Schedule thereto (Schedule’ and, together with the Subscription Agreement, the License Agreement’) with
Fannie Mae, dated ____________, , governing the rights and obligations of Licensee and Fannie Mae with respect to Licensees use of the Licensed
Software (as specified in the Schedule).

           WHEREAS, User is an Affiliate or Subsidiary of Licensee and desires to use the Licensed Software in connection with mortgage loan
origination and/or underwriting activities.

         NOW THEREFORE, in consideration of the above, and other good and valuable consideration, the sufficiency and receipt of which are hereby
acknowledged, Licensee and User agree as follows:

    1.   User has read the License Agreement and understands and agrees that it shall be fully obligated to comply with each and every provision of
         such License Agreement in connection with Users use of the Licensed Software; provided, however, that if User is an Affiliate, its
         responsibilities under the section of the License Agreement captioned “Fees, Taxes and Billing” (the “Pricing Terms”) shall be limited to the
         provisions of the applicable rate sheet or posting under the heading “Certain Correspondent-Related Obligations,” if Licensee has agreed with
         Fannie Mae to comply with the other provisions of the Pricing Terms on behalf of User. A complete copy of the License Agreement has been
         provided to User, if User is a Subsidiary, and a copy of which (excluding the Pricing Terms for which Licensee has assumed responsibility) has
         been provided to User, if User is an Affiliate.

    2.   Licensee agrees that its rights under the License Agreement shall extend to User in connection with User’s use of the Licensed Software .User
         agrees that the rights under the License Agreement granted to it shall not extend to any third party, including, but not limited to User’s
         subsidiaries and/or affiliates.

    3.   Licensee expressly appoints User as its agent, as that term is defined in the FCRA, in connection with any use of the Licensed Software by
         User with respect to Mortgage Loan Applications or Prequalification Analyses either: (a) originated by Licensee and/or a Client Lender; or (b)
         for which Licensee is considering whether it will issue private mortgage insurance.

    4.   In connection with the processing and evaluation of Consumer Credit Data by the Licensed Software for purposes of making an underwriting
         recommendation or performing a Prequalification Analysis (if applicable), User expressly appoints Fannie Mae, as owner of the Licensed
         Software, as its agent, as that term is defined in the FCRA. As User’s agent, Fannie Mae shall, and is hereby expressly authorized by User to,
         obtain Consumer Credit Data for the sole purpose of performing a Prequalification Analysis and/or making an underwriting recommendation.
         User also expressly acknowledges, understands and agrees that Fannie Mae’s role as User’s agent shall not extend beyond the limited
         purposes set forth in this Paragraph 4, and for all other purposes, there shall be no such principal and agent relationship. Moreover, User shall
         in no way misrepresent to third parties the limited extent of this principal/agent relationship. User further acknowledges, understands and
         agrees that any recommendation rendered by the Licensed Software in the evaluation of Consumer Credit Data will not constitute an approval
         or denial of the Mortgage Loan Application by Fannie Mae or a commitment to
    1.   purchase the loan by Fannie Mae.

    5.   If User is an Affiliate, User shall use the Licensed Software for the sole purpose of (i) originating or underwriting mortgage loans intended to be
         closed by Licensee and/or any Client Lender, or assigned or sold to Licensee and/or Client Lender, and/or (ii) performing Prequalification
         Analyses for Licensee and/or any Client Lender (to the extent that the performance of Prequalification Analyses utilizing the Licensed
         Software is permitted under the License Agreement). If User is a Subsidiary, User shall use the Licensed Software only in connection with its
         own Mortgage Loan Applications and/or Prequalification Analyses and/or those of Licensee and/or any Client Lender (to the extent that the
         performance of Prequalification Analyses utilizing the Licensed Software is permitted under the License Agreement). If User is a
         correspondent or mortgage broker, User shall not be permitted to use the Licensed Software’s wholesale lending (“DU wholesale”)
         functionality pursuant to this User Agreement.

    6.   The parties acknowledge and agree that Fannie Mae is an intended beneficiary of this Agreement.

    7.   This Agreement shall remain in full force and effect unless otherwise terminated by either party. The parties acknowledge and agree that this
         Agreement is subject to the License Agreement and that this Agreement shall terminate upon termination of the License Agreement by Fannie
         Mae and/or Licensee. In addition, (i) in the event that User breaches any term or condition of this Agreement, Licensee may 111507 FNMA
         terminate this Agreement immediately upon written notice to User, and (ii) either party may terminate this Agreement without cause upon thirty
         (30) days’ prior written notice to the other.




    8.   Upon termination of this Agreement, User shall be obligated to immediately cease using the Licensed Software, to destroy any copies of the
         Licensed Software in its possession and return all copies of the Documentation to Licensee. Upon request from Licensee, User shall provide
         Licensee with written certification of its compliance with the foregoing, executed by a duly authorized officer of User.

111507                                                                                                                           FNMA User Agreement 6
    9.    If User is an Affiliate, Licensee, and not Fannie Mae, shall be responsible for providing User with (i) software installation support, (N) first line
          support with respect to User questions and comments concerning Fannie Mae’s automated underwriting guidelines and policies, including, but
          not limited to, questions concerning the interpretation and applicability of the Licensed Software’s findings reports and questions relating to
          Fannie Mae’s ‘Guide to Underwriting with the Desktop Underwriter,’ and (Ni) appropriate training relating to the use of the Licensed Software
          and such guidelines and policies.

    10. In the event that there exists an express or implied contradiction between the terms of this Agreement and the terms of the License
        Agreement, the terms of the License Agreement shall govern.

    11. This Agreement may not be assigned by User to any other person(s), firm(s), corporation(s) or other entities without the prior express written
        approval of Fannie Mae and Licensee.

    12. All notices, requests, demands, and other communications (other than routine operational communications) required or permitted hereunder
        shall be in writing and shall be deemed to have been received by a party (i) when actually received in the case of hand delivery, (N) one (1)
        business day after being given to a reputable overnight courier with a reliable system for tracking delivery, (Ni) when sent by confirmed
        facsimile with a copy sent by another means specified in this paragraph, or (iv) seven (7) days after the date of mailing, when mailed by United
        States mail, registered or certified mail, return receipt requested, postage prepaid, and addressed to the recipient’s contact person/address set
        forth below:


          Licensee:


          User:


          In the event that the recipient does not so specify a contact person/address, notices shall be addressed to the general counsel and the
          recipient’s corporate headquarters. A party may from time to time change its address or designee for notification purposes by giving the other
          party prior written notice of the new address or contact person and the date upon which it will become effective.

    13. This Agreement shall be governed by and construed solely and exclusively in accordance with the laws of the District of Columbia, without
        reference to its conflicts of law principles.

    14. If any of the provisions of this Agreement are invalid under any applicable statute or law, such provisions shall be deemed to be deleted from
        this Agreement to the extent of such invalidity, and the remainder of this Agreement shall remain in full force and effect.



    15.   IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed as of the date first written above.



           _____________________________________                    ___________________________________
          (“Licensee”)                                              (“User”)


          By: __________________________________                    By: ________________________________



          Name: _______________________________                     Name: _____________________________



          Title: _________________________________                  Title: ______________________________




111507                                                                                                                              FNMA User Agreement 7
                                                             EXHIBIT B
                                      TO DESKTOP UNDERWRITER® SCHEDULE (EXPANDED USE VERSION)


                                AUTHORIZATION FOR CREDIT REPORT AND PREQUALI FICATION/PRE-APPROVAL



I/We, _____(Borrower(s))_______ hereby authorize _________(Lender)_________ , its agents, successors and/or assigns, to
perform a preliminary evaluation of my qualification for a mortgage loan, and for this purpose, to obtain a consumer credit report and verify other credit
information.




________________________________
Signature



________________________________
Name




111507                                                                                                                            FNMA User Agreement 8
                                                             EXHIBIT C
                                      TO DESKTOP UNDERWRITER® SCHEDULE (EXPANDED USE VERSION)

                                                 CLIENT LENDER AGENT DESIGNATION PROVISION


In connection with the processing and evaluation of Consumer Credit Data by [Licensee] for purposes of making an underwriting recommendation or
performing a Prequalification Analysis, [Client Lender] expressly appoints [Licensee] as its agent, as that term is defined in the FCRA.
For purposes of this Section:

Consumer Credit Data shall mean any information obtained by [Licensee], either directly or indirectly (including from [Client Lender]), which
bears on a consumer’s creditworthiness, credit standing, credit capacity, character, general reputation, personal characteristics, or mode of living and
which is used or expected to be used or collected in whole or in part for the purpose of serving as a factor in underwriting a Mortgage Loan Application
or performing a Prequalification Analysis.

‘FCRA’ shall mean the federal Fair Credit Reporting Act, codified at 15 U.S.C. §1681 et g., and the Federal Trade Commission’s Official Staff
Commentary to the Fair Credit Reporting Act.

‘Mortgage Loan Application’ shall refer to the submission by a mortgage loan applicant of financial information and identification of the specific property
to secure the mortgage loan for purpose of obtaining an underwriting decision.

‘Prequalification Analysis” shall mean the evaluation of Consumer Credit Data with respect to a prospective mortgage loan applicant for the purpose of
evaluating such prospective applicant’s qualification for mortgage financing, other than in connection with a Mortgage Loan Application.




111507                                                                                                                             FNMA User Agreement 9
                                                          EXHIBIT D
                                    TO DESKTOP UNDERWRITER® SCHEDULE (EXPANDED USE VERSION

                                             DU FOR FHA --ADDITIONAL TERMS AND CONDITIONS


FHA loan applications submitted to the Desktop Underwriter for Government Loans Service will be underwritten via the FHA TOTAL
Scorecard (hereinafter referred to as the “Scorecard”). Licensee’s access to, and use of, the Scorecard is governed by this
Schedule.




111507                                                                                                                  FNMA User Agreement 10
                                                            EXHIBIT E
                                     TO DESKTOP UNDERWRITER® SCHEDULE (EXPANDED USE VERSION)

                                               DU FOR VA -- ADDITIONAL TERMS AND CONDITIONS


The Licensed Software contains certain functionality designed to assist Licensee in evaluating a loan’s eligibility for guaranty by the Department of
Veterans Affairs within the Department of Housing and Urban Development. In addition to (and not in limitation of) the terms and conditions set forth in
the Agreement, the following terms and conditions shall apply with respect to the components of the Licensed Software used to underwrite VA loans that
include the pmiAURA mortgage scoring model (‘Desktop Underwriter for VA’):

     1.   Fannie Mae hereby makes the following representations and warranties pursuant to the section of the Agreement entitled “Warranty”: Fannie
          Mae represents and warrants that it will comply with all applicable laws and regulations in its operation of Desktop Underwriter for VA. Fannie
          Mae acknowledges that Desktop Underwriter for VA may require Licensee to input certain demographic or descriptive information related to
          each applicant that could be used to illegally discriminate against an applicant (A) because of race, color, religion, national origin, sex, age
          (provided the applicant has the capacity to contract), handicap, familial status or marital status, (B) because all or part of the applicant’s
          income derives from any public assistance program, or (C) because the applicant has in good faith exercised any right under the Equal Credit
          Opportunity Act (“ECOA’), which Fannie Mae, PMI Mortgage Services Co. (“PMI”) and Licensee are prohibited by law from using as a basis for
          granting or denying credit (collectively, “Limited Use Information”). Fannie Mae and Licensee each acknowledge that the Limited Use
          Information is being collected by Fannie Mae and PMI for regulatory compliance and similar purposes. Fannie Mae represents and warrants
          that (a) it did not use Limited Use Information to design Desktop Underwriter for VA in a manner prohibited by ECOA, the Fair Housing Act or
          other applicable laws, and (b) Desktop Underwriter for VA will not use Limited Use Information to illegally discriminate against any applicant.

     2.   Licensee hereby represents and warrants as to Licensee and Licensee shall require each Client Lender to represent and warrant as to such
          Client Lender that (i) each of Licensee (if Licensee is a mortgage lender) and Client Lender is authorized to originate VA guaranteed housing
          loans, and (ii) each of Licensee and Client Lender will comply with all policies and requirements set forth by VA. In addition, Licensee
          represents and warrants as to Licensee and Licensee shall require each Client Lender to represent and warrant as to such Client Lender that
          it will (a) comply with all applicable laws and regulations in its use of Desktop Underwriter for VA and any output of Desktop Underwriter for
          VA, (b) provide to each applicant as to whom it determines not to extend credit an adverse action notice in accordance with the requirements
          of ECOA, (c) rely upon its own counsel to ensure compliance with ECOA, the Fair Housing Act and other applicable laws, and (d) obtain each
          borrower’s written consent to obtain credit reports in accordance with the requirements of the FCRA and, where legally required, any other
          information required by Desktop Underwriter for VA.

     3.   Licensee agrees that (i) notwithstanding any provision to the contrary in the Agreement, Fannie Mae shall have the right to immediately limit,
          suspend and/or terminate Licensee’s license to utilize, and/or access to, Desktop Underwriter for VA in the event that Licensee or any Client
          Lender is deemed unacceptable as a licensee or otherwise by Fannie Mae, PMI or VA, or upon VA’s determination that Licensee or any Client
          Lender is not complying with the guidelines for the use of Desktop Underwriter for VA, and Fannie Mae shall have no liability to Licensee or
          Client Lender or otherwise for any such action, (ii) Licensee shall provide, in a timely manner, such information requested by VA from time to
          time for quality control, monitoring, risk management or other purposes, in the form and format specified by Fannie Mae and/or VA. In addition,
          notwithstanding any provisions to the contrary in the Agreement, Licensee hereby authorizes Fannie Mae and PMI to (a) provide to VA loan
          data, reports and other information (including, but not limited to, loan level and summary information and information for evaluation, quality
          control or monitoring purposes) required or requested by VA with respect to applications or loans processed through Desktop Underwriter for
          VA, and (b) provide VA with periodic reports regarding its status as a licensee of Desktop Underwriter for VA.

     4.   Fannie Mae shall be made a third party beneficiary of the representations and warranties made by Client Lenders pursuant to this Exhibit E.
          Expand10.use.




111507                                                                                                                         FNMA User Agreement 11

				
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