ABMG Broker Application Package

8/14/2019 ABMG Broker Application Package

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19440 Golf Vista Plaza, Suite 31Lansdowne, VA 2017

Enclosed you will find our Application Package required for approval. Please forward thefollowing items to:

American Bank Mortgage Group

Attn: Neil Wadhwa

19440 Golf Vista Plaza, Suite 310

Lansdowne, VA 20176

1. Completed Original Loan Broker Agreement executed & attested by authorized individuals;2. Completed Original Broker Application;3. Most recent two years audited financial statements or corporate tax returns;4. Copy of Organizational Documents (ie Articles of Incorporation, By-Laws, Partnership

Agreement etc)

5. Copy of current Errors & Omission, Fidelity Bond & General Liability Insurance;6. Authorization Secretarys Certificate;7. Name, address, business and fax numbers for all branch offices8. Provide a current copy of all state mortgage broker or mortgage lending licenses for eachoffice;9. Current list of all loan originators by branch office;10.Resumes of key corporate officers including Loan Processing and Underwriting Mangers;11.Completed original W-9 Form (enclosed);Sincerely,

Neil WadhwaAmerican Bank Mortgage GroupLeesburg Wholesale Division [email protected] Direct703-891-9416 Fax

10/18/2007

Account Executive: _____________________________________


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9001 Edmonston Road, Suite 10

Greenbelt, MD 2077

Main: 301-315-170

Toll Free: 877-903-139

Fax: 703-891-941

Broker Application

Date: _______________________

Company Name: _________________________________ Telephone #:_________________Address:________________________________________ Fax #: _____________________

________________________________________Type of Ownership: Corporation:_____ Partnership: ______ Sole Prop.: ___________Date Established:_________ Tax Payer Identification ( Federal ID or SS # ): _____________Number of Offices: __________ (If more than one, please attach additional listing)Number of years actively engaged in mortgage lending/ brokering: _____________________Type of Organization:Mortgage Broker: ________ Mortgage Lender/Banker: _________Insured Institution: _______________

Principals/Corporate Officers:_______________________________________ ________________________________

(Name) (Title)_______________________________

(Social Security Number)

_______________________________________ ________________________________(Name) (Title)_______________________________

(Social Security Number)

_______________________________________ ________________________________(Name) (Title)

_______________________________(Social Security Number)

_______________________________________ ________________________________(Name) (Title)


_______________________________________ ________________________________(Name) (Title)


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Annual FNMA/FHLMC or Conventional Jumbo loan volume:

Current Year $ _____________________ # _____________Previous Year $ _____________________ # _______________Average Loan Size: $_________________

Annual FHA loan volume:

Current Year $ _____________________ # _____________Previous Year $ _____________________ # _______________Average Loan Size: $_________________

Annual Non-Agency / ALT A / Sub-Prime loan volume:

Current Year $ _____________________ # ________________________Previous Year $ _____________________ # ________________________Average Loan Size: $_________________

Applicant Licensed in the following states:

State: ______ State License #: ___________ Effective Date: __________ Exp. Date: ________State: ______ State License #: ___________ Effective Date: __________ Exp. Date: ________State: ______ State License #: ___________ Effective Date: __________ Exp. Date: ________State: ______ State License #: ___________ Effective Date: __________ Exp. Date: ________

REFERENCES: If you have a warehouse lender, please identify, as well as, at least 2 investorswith whom you are now doing business:

WAREHOUSE LENDER:_______________________________________________

Address : _____________________________________________________________Contact : _______________________________ Phone : _______________________

INVESTOR:__________________________________________________________Address : _____________________________________________________________Contact : _______________________________ Phone : _______________________

INVESTOR:___________________________________________________________Address : _____________________________________________________________Contact : _______________________________ Phone : _______________________

INVESTOR:___________________________________________________________Address : _____________________________________________________________

Contact : _______________________________ Phone : _______________________

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***Loan Volume information is Required to Process Application ***

American Bank Mortgage Group's Compliance Group will contact at least 2 references

in order to finalize the Approval process. Please have a phone # for each and back-up

contacts or references to speed up the process for our team. Thank you!


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1. Have principals operated as a Mortgage Broker or Banker under a different name?If yes , please explain _____________________________________________

__________________________________________________________________________.

2.

Has any mortgage lender/investor, government agency, or mortgage insurer suspended,terminated or revoked Brokers, principals or employees ability to do business. Yes ____No____ ( if yes, attach letter of explanation )

3. Is your company:a) An FHA approved mortgagee?

( ) YES ( ) NO

If yes, FHA ID:____________

b) FNMA or FHLMC approved?( ) YES ( ) NO

If yes: FNMA #:______________ FHLMC#________________

c) Operating as a Net Branch?( ) YES ( ) NO

4. Is you company sponsored as an FHA correspondent lender by another FHA Lender??( ) YES ( ) NO

If yes, please list sponsoring Lenders:__________________________________________________________________________

5. Does your company desire to become a sponsored FHA correspondent lender of AmericanBank.

6. Does your company have a quality control (spot check) and / or internal system which reviewsthe authenticity of the information contained in your loan origination or purchase program?( ) YES ( ) NO

7. Does your company follow FNMA and /or FHLMC requirements in loan originationprocessing, underwriting & closing? ( ) YES ( ) NO (If NO, attach a copy of yourcompanys origination, processing, underwriting and closing procedures.)

8. Is your company, management or its shareholders engaged in any other business related to theorigination or closing of loans intended to be offered to American Bank? ( ) YES ( ) NO(If YES, please attach brief description of that operation.)

9. Is your company presently involved in any litigation or to the best of your knowledge is thereany litigation pending? ( ) YES ( ) NO (If YES, please provide a detailed explanation)

10/18/2007

( ) Yes ( ) No

If Yes, Please include FHA Approval Letter with Application


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Broker authorizes American Bank to obtain a credit report, background check and referenceinformation on all principals identified above.

American Bank may require Broker to provide further information to complete this application.

The foregoing information supplied by the applicant is true to the best of the applicants knowledge. The

applicant understands that a misrepresentation in this application constitutes cause for disqualification orsuspension as a Broker of American Bank. The undersigned applicant hereby authorizes American Bank, asit deems necessary, to obtain verification of the information provided herein.

____________________________________ ________________________________Broker Date

_____________________________________ _________________________________Authorized Signature Title

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9001 Edmonston Road, Suite 100Greenbelt, Maryland 20770Main: 301-315-1710

Toll Free: 877-903-1393Fax: 301-572-5548

THIS AGREEMENT is made and entered into this ______ day of _______________,20_____, by and between American Bank, a Federally Charted Savings Bank(Lender) and _______________________________, a_________________________ (Broker).

WHEREAS, Broker is engaged in the origination of conventional mortgage loans secured by one to four familyresidential properties; and

WHEREAS, Broker may from time to time request Lender to fund mortgage loans (the Loans) brokered by Brokerto Lender, in accordance with the provisions of this Agreement.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, and for othervaluable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. LOAN ORIGINATION.1.1General Provisions. Broker agrees from time to time to submit and convey loan application

packages to Lender, and provide certain additional services and facilities to Lender, subject to and

upon the terms and conditions contained in this Agreement and in all other materials, includingwithout limitation, interest rate sheets, product profiles, underwriting standards, marketingmaterials or other guides, loan commitments, closing instructions, other communications,announcements or guidelines provided by Lender to Broker from time to time (collectively, theLenders Guidelines). Notwithstanding the generality of the foregoing, with respect to all FHA-insured or VA-guaranteed mortgage loans (collectively, FHA/VA Loans), Lenders Guidelinesshall be deemed to include any and all program handbooks, announcements and other guidelines,including, but not limited to, mortgagee letters, announced or distributed in writing by the FHAand VA. Lender, in its sole discretion, may decide to underwrite, close and fund certainresidential mortgage loans (a loan or collectively, the loans) submitted by Broker, including,without limitation, conventional, FHA and VA residential mortgage loans.

1.2 Origination, Closing, Funding, and Preparation of Documents. All loans subject to thisAgreement will be originated by Broker and may not be originated by any third party. The Loans will closein the Lenders name with Lenders funds and Lender will prepare the loan documents required (the LoanDocuments).

1.3Registration. Broker may submit and register Loans under this Agreement with Lender at anytime. Lender may refuse to accept any Loan at its sole discretion.

1.4Pricing.

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a.) Lender will from time to time provide Broker with pricing setting forth interest rates, discountpoints, lock-in periods, and such other terms as Lender in its sole discretion shall determine.Lender reserves the right to change pricing at any time and is under no obligation to notifyBroker of changes in terms or pricing.

b.) Any discount or premium collected by Broker in excess of Lenders pricing may be retainedby Broker, provided that Broker complies with all applicable state/federal laws and

regulations. In addition, all fees collected by the Broker must be reasonable for its market.Lender may refuse to accept or fund a loan if the discount points, origination fees or othercharges are viewed by Lender to be excessive.

1.5Credit Package. Broker shall submit complete credit packages to Lender for all Loans. Lendershall review the completed credit packages and advise Broker whether it intends to close and fundthe Loans. Broker is fully responsible for complying with all applicable federal, state, and locallaws and regulations.

1.6Appraisals. Each credit package submitted by Broker must contain an acceptable appraisalprepared on the current Fannie Mae (FNMA)/ Federal Freddie Mac (FHLMC) appraisal formapplicable to the mortgage property (the Mortgaged Property) by an appraiser acceptable to the

Lender, in its sole discretion.

1.7Document Completion Information. Broker shall provide to Lender for use in itspreparation of the Loan Documents, complete and accurate information. Failure to do somay delay or prevent the Loan closing and funding.

1.7Pre-Funding Quality Control Review. Lender will from time to time conduct quality controlreview of Loans prior to funding the Loans. In the event that a quality control review of a Loan isunsatisfactory to Lender in its sole discretion, Lender shall have the right to decline to fund theLoan, regardless of any prior credit approvals.

1.8Broker Compensation. Subject to the full satisfaction of the conditions specified herein, Lendershall compensate Broker on a loan-by-loan basis according to Lenders Guidelines for each loanLender closes and funds pursuant to this Agreement. When the proceeds of the loan have beendisbursed to, or for the benefit of, the borrowers under a loan, that loan shall be deemed to befunded by Lender. Compensation will be paid in the manner and at the time specified byLender. Broker shall properly and fully disclose all such compensation to the borrower inaccordance with applicable law. No compensation shall be owed by Lender to Broker on accountof any loan package, which is not closed and funded. Broker and Lender agree that thecompensation paid by Lender to Broker pursuant to this Agreement is to compensate Broker forthe purchase of all of Brokers right, title and interest in and to each loan funded by Lender, forservices performed by Broker in connection with such funded loans, and in recognition of thevalue to Lender of the use of Brokers staff and facilities in connection with the origination of theloan. The parties agree that, notwithstanding any provisions in this Agreement to the contrary, the

compensation paid to Broker shall not be greater than the reasonable value of the goods,facilities and other services provided by Broker. For FHA/VA Loans, such compensation shall notbe in an amount that would cause any loan to violate any of the FHA/VA guidelines.

For FHA/VA Loans, Broker shall not charge any fees above the maximum fees (includingbut not limited to origination, processing, inspection and attorneys fees) allowed by the FHA orits regional VA office, as applicable. Broker agrees to comply with HUD mortgagee letters 94-43and 94-16 as well as all other HUD mortgagee letters, that have been issued or will be issued inthe future, as they relate to fees, overages and tiered pricing.

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2. REPRESENTATIONS AND WARRANTIES In order to induce Lender to close and fund the

Loans, Broker represents and warrants at the time of the origination, closing, and funding of eachLoan, as follows, with respect to the Broker and with respect to the Loan in question, as applicable:

2.1Due Organization and Good Standing. Broker is duly organized, validly existing, and in goodstanding under the laws of the jurisdiction of its organization. To the extent required by applicablelaw, Broker is properly licensed and qualified to transact business in all appropriate jurisdictions,including the jurisdiction in which the Mortgaged Property is located, and to conduct all activitiesperformed with respect to the origination of its mortgage loans. . If Broker submits any loans thatare intended to be FHA-insured or VA-guaranteed, Broker is either (i) approved to originate andsubmit loans to VA for VA approval, (ii) approved to underwrite mortgage loans withAutomatic approval, or (iii) approved as a VA authorized agent with underwriting performed byLender. With respect to any FHA loan submitted to Lender, Broker is either (i) approved by FHAto participate in its Direct Endorsement mortgage insurance program or (ii) a FHA sponsoredlender with underwriting performed by Lender.

2.2Authority to Enter Agreement. Broker has all requisite authority, regulatory approvals, power,and capacity to enter into this Agreement and perform hereunder. The execution, delivery, andperformance of the Agreement and the origination of the Loan has been duly authorized by allrequisite corporate action, and this Agreement has been duly and validly executed and deliveredby it.

2.3Enforceability of the Agreement. This Agreement constitutes the legal, valid, and bindingobligation of the Broker, enforceable in accordance with its terms.

2.4No Litigation. No litigation is pending or, to Brokers knowledge, threatened, which, ifdetermined adversely to Broker, would adversely affect the execution, delivery orenforceability of this Agreement or the ability of Broker to originate the Loan, or whichwould have a material adverse effect on the financial condition of Broker.

2.5Compliance with Laws. The Loan and the practices of Broker in connection with theorigination of the Loan fully comply with all applicable federal, state, and local laws,regulations, statutes, and court decisions governing the making and sale of such Loans,including but not limited to, the federal Truth-in-Lending Act, as amended, the federalEqual Credit Opportunity Act, as amended, the federal Real Estate Settlement ProceduresAct, as amended, the federal National Flood Insurance Act, as amended, the federal FairCredit Reporting Act, as amended, the federal Fair Housing Act, as amended, the federalRight to Financial Privacy Act, as amended, the federal Community Reinvestment Act, asamended, the federal Home Mortgage Disclosure Act, as amended, the Bank Secrecy Act asamended, the Patriot Act as amended, the Homeowners Equity Protection Act, as amended and alllaws, statues, regulations, and court decisions limiting or regulating interest rates, usury, loan

terms, and escrow or impound practices. If any law, regulation, statue, or court decision would notallow Broker to properly originate a Loan in accordance with the terms and conditions hereof, suchLoan shall be deemed in violation of this representation and warranty and shall be undeliverableunder this Agreement, unless Broker has received a written waiver thereof from Lender. Brokeracknowledges that Broker is charged with, and is fully responsible for, having full knowledge andunderstanding of, and acting in accordance with, all such federal, state, and local laws, regulations,statues, and court decisions. Lender strongly encourages Broker to seek the advice of counselrelating to the correct interpretation and application of all such laws, regulations, statues, and courtdecisions.

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2.6Brokers Origination Practices. The origination practices used by Broker with respect to the

Loan have been in all respects legal, proper, prudent, and customary in the loan originationbusiness. Broker represents and warrants to Lender that all statements, documents, disclosuresand other material submitted to Lender on borrowers behalf are and will be true, accurate andcorrect in all respects.

2.7Setoff for Loan. To the best of the Brokers knowledge the loan is not subject to any setoff,counterclaim, defense, or cause of action.

2.8Loan Documents; Entire Agreement. The note and the mortgage evidencing the Loan willconstitute the entire agreement, and no oral or written agreement, modification, or waiver affectsthe terms of such note or mortgage.

2.9Hazard and Flood Insurance. All improvements upon the Mortgaged Property are insured (i) byaninsurer that is acceptable to Lender (ii) against loss by fire, hazards of extended coverage, and suchother hazards as are customary in the area where the Mortgaged Property is located, and (iii) in an

amount which is at least equal to the outstanding principal balance of the Loan or the fullreplacement value of the Mortgaged Property, whichever is less. All individual insurance policiescontain a standard or New York mortgagee clausing naming Lender and its successors andassigns as mortgagee, and all premiums thereon have been paid. If the loan documents obligate theborrower to maintain the hazard insurance policy at borrowers cost and expense, and the borrowerfails to do so, the holder of the Loan is authorized to obtain and maintain such insurance at theborrowers cost and expense and to seek reimbursement therefor from the borrower. If theMortgaged Property is in an area identified in the Federal Register by the Flood EmergencyManagement Agency as having special flood hazards (and flood insurance has been madeavailable), Lender will require a paid up flood insurance policy meeting requirements of the

currentguidelines of the Federal Insurance Administration in effect as of the closing date with an

acceptable insurance carrier, in an amount representing coverage not less than the least of: a) theoutstanding principal balance of the Loan; b) the full insurable value of the Mortgaged Property;

orc) the maximum amount of insurance which is available under the Flood Disaster Protection Act

of1973, as amended.

2.10 Appraisal: To the best of the Brokers knowledge the appraisal has been completed inaccordancewith the standards promulgated pursuant to Sections 1101-1125 of the Financial InstitutionsReform, Recovery and Enforcement Act of 1989 (12 U.S.C. 3331, et seq.) as amended,

includingall federal regulations promulgated thereunder, and the appraisal conforms to the UniformStandards of Professional Appraisal Practice as promulgated by the Appraisal Standards Board

ofThe Appraisal Foundation. The appraisal has been completed by an appraiser approved by

Lenderand licensed or certified by the state in which the Mortgage Property is located.

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2.11No Knowledge of Broker: Broker has no knowledge of any circumstance or condition withrespect to the Loan, the Mortgaged Property, the borrower, or the borrowers credit standing thatcan reasonably be expected to cause the Loan to become delinquent, or to affect adversely thevalue or the marketability of the Loan.

2.12Information for Compliance: Broker has provided for each Loan the information necessary forLenders Compliance with the Home Mortgage Disclosure Act, as amended, and Regulation C.

2.13 No Agreement to Refinance: There is no agreement or understanding between the Broker andthe borrower to refinance at a future date any of the Loans originated for or funded by Lenderhereunder.

3. COVENANTS. Broker covenants and agrees to do the following:

3.1 Services to be Performed by Broker: Broker will furnish the following goods and will performthe following services in connection with loan origination to obtain compensation from Lender asdefined above:

(a) Taking information from the borrower and assisting the borrower in filling out andsubmitting the loan application and all forms required as part of the application.

(b) Educate the borrower in the home buying and financing process, advise the borrowerof the different types of loan products available and demonstrate how closing andmonthly payments would vary under each product.

(c) Collect financial and credit information deemed necessary by Lender, including taxreturns, bank statements, and other related documents that are part of the applicationprocess and submit those documents and information to Lender.

(d) Order appraisals relating to the subject property and transmit those documents toLender.

(e) Order verification of employment, verifications of deposits, verification of mortgage,and other loan verification (when required by the selected loan program).

(f) Order inspections or engineering reports (when required by the selected loanprogram).

(g) Order legal documents as requested by American Bank.(h) Inform the borrower of any conditions required to be cleared prior to final approval or

closing and satisfying those conditions or causing them to be satisfied.(i) Schedule the loan closing with third party closing agent and participate in the closing.(j) Maintain regular contact with borrower and Lender between the time of the

application and closing to apprise them of the status of the application and to gatherany additional information as needed, and assist the borrower in clearing any creditproblems.

3.2 Cooperate with Lender: Broker will use its best efforts to cooperate with Lender inimplementing the funding, and closing of the Loans in accordance with commonly accepted

industry standards for loan originations. Broker will provide Lender with any and all informationor documents needed in an orderly manner in order for Lender to sell or service the Loans.

3.3 Access to Information: Broker shall give to Lender and its counsel, accountants, and otherrepresentatives reasonable access during normal business hours to all of Brokers files, books, andrecords of any kind relating to the Loans and any escrow accounts. Additionally, Broker shallcause any third party in possession of any books, records, or documents pertaining to the Loans orthe escrow accounts to allow Lender access to said records for the purposes stated herein.

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3.4 Loan Payments after Purchase: In the event any payment under a Loan is made to Broker,Broker shall immediately forward the full payment to Lender and any correspondence that is notapplicable to Broker.

3.5 Notice of Breach; Cure: Upon discovery by Broker of a breach of any representation, warranty,condition, or requirement of this Agreement, Broker shall give prompt written notice to Lender as

soon as practicable, but no later than thirty (30) days after the earlier of Brokers discovery ofsuch breach or Brokers receipt of notice of such breach, Broker shall cure such breach in allmaterial respects. If Broker fails to cure such breach, Lender may at its option require Broker topurchase such Loan in accordance with Subsections 4.1 and 4.2 hereof.

3.6 Cooperation to Correct Deficiencies: Broker agrees to cooperate in obtaining the correctionand/or re-execution, of any Loan Document which contains an error, omission, or defect, theexecution any Loan, whether or not the deficiency was caused by Lender and whether or not itwas previously approved by Lender or any other party. For the purposes hereof, an error,omission, defect, or deficiency shall include, but not be limited to, any matter (i) which mightresult in an adverse effect on the enforceability of all or any part of the Loan Documents or on thesale of the Loan in the secondary market or to other investors, or (ii) which does not comply with

prudent and customary practices in the loan origination industry, or (iii) which does not complywith any requirement of any federal, state, or local law or regulation. Lender is entitled todetermine in its sole discretion the existence of any error, omission, defect, or deficiency, andwhether and in what manner it should be corrected.

3.7 Payment Delinquency / Default: Broker will promptly return all yield spread premiums andfees paid by Lender for any loan originated by Broker which experiences a payment delinquencyor default within 120 days following the due date of the first payment.

3.8 Early Payoff: Broker will promptly return all yield spread premiums and fees paid by Lender(net of any prepayment penalty collected) for any loan that pays off within 120 days of closing.

4. PURCHASE AND INDEMNIFICATION.

4.1 Purchase of Loans: Lender may require Broker to purchase a Loan if any of the following occur:(a.) Broker fails to cure a breach of a representation, warranty, or condition materially oradversely affecting the value of the Loan or the interest of Lender within the specified timeframes, as described in Section 3.4; or

(b.)The Loan was originated, processed, or otherwise dealt with utilizing any practice whichLender, considers fraudulent or deceptive, and Brokers employees, affiliates, or agents hasknowledge of or participated in such fraud or deception.

4.2 Procedure for Purchase: If Lender requires Broker to purchase a Loan pursuant to any of theprovisions of the Agreement, Broker will pay to Lender the following:

(a.) The aggregate unpaid principal balance outstanding under the Loan at the time ofpurchase;

(b.) Interest at the rate set forth in the note evidencing the Loan from the last paymentdue date for which a payment has been received by Lender or the servicer of the loanfrom the borrower;

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(c.) Any above-par pricing;

(d.) All unreimbursed costs, expenses (including attorneys fees), fees, penalties, andfines incurred by the Lender with respect to the Loan and its purchase.

Broker agrees to pay the total purchase price for the Loan by wire transfer of

immediately available funds to Lenders account within thirty days (30)after receipt of Lenders demand for purchase.

4.3 Indemnification. Broker also will indemnify Lender and its directors, officers, employees,agents, affiliates, successors, and assigns and hold them harmless from and reimburse them forany and all repurchase requirements of any investor, judgements, penalties, fines, forfeitures,costs, expenses, losses, and damages, including reasonable accounting fees, attorneys fees, andcourt costs, arising our of or in any way related to (i) the Brokers breach of the warranties,representations, conditions or covenants contained in this Agreement (including but not limitedto any breach of Brokers purchase obligations hereunder or the occurrence of anycircumstances giving rise to Brokers purchase obligations hereunder), (ii) arising out of or inconnection with the origination by Broker of any Loan, or (iii) notwithstanding the terms and

conditions hereof, the non-compliance by Broker with any applicable federal, state, or locallaw, regulation, statute, or court decision. This indemnification is in addition to the purchaseobligations of Broker set forth in Subsection 4.1 hereof, and shall survive the termination of theAgreement.

For FHA/VA Loans, in the event it is discovered by Lender through its own investigation or aHUD audit that fees have been charged in excess of those allowed by either the FHA or VA,Broker shall refund such excess fees directly to a borrower or reduce the fees charged atclosing. Broker shall indemnify Lender for any damages related to any excess charges.

5. TERMINATION.5.1 Termination Without Cause. This Agreement may be terminated by either party without

cause at any time upon giving written notice of termination to the other party, but suchtermination shall not change or modify the rights and obligations of the parties hereunder withrespect to Loans previously originated by Broker, or Loans which have been rate-lockedor for which the credit has been approved by Lender.

5.2 Termination for Cause. Lender may terminate immediately its obligation to fund any or allLoans under this Agreement, without advance notice, if Lender determines that any of thefollowing have occurred: (i) Broker has engaged in any deception, fraud, concealment, ormisrepresentation in connection with this Agreement or the transactions contemplated herein;

(ii) Broker has been adjudicated as bankrupt or insolvent, has made an assignment orcompromise for the benefit of creditors; has applied for or consented to the appointment of areceiver, trustee, liquidator, custodian or similar official for itself or any of its properties orassets; (iii) Broker has assigned or attempted to assign any of its rights or obligations underthis Agreement without the prior written consent of Lender; (iv) Broker has materially breachedany of Brokers obligations under this Agreement or (v) Broker has failed to maintain its statusas a qualified originator of Loans in any jurisdiction where the mortgaged property is located. IfLender terminates this Agreement under the provisions of this Subsection, Lender mayimmediately discontinue closing and funding all Loans originated by Broker whether or not the

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loan has been approved. Such termination shall not change or modify the rights and obligationsof the parties hereunder with respect to Loans previously originated by Broker and closed andfunded by Lender. Lenders option to terminate under this Subsection is in addition to anyother rights and remedies that may be available to it at law or in equity.

6. MISCELLANEOUS.6.1 Closing and Funding of Loan Transactions. Lender shall have a reasonable time to review a

completed loan application package. Once Lender has completed its review of a loanapplication package, Lender will notify Broker whether Lender will approve the proposed loan,subject to any Closing Conditions. Lender will close and fund a loan only if all of thefollowing requirements are satisfied: (i) the loan shall have been approved by Lender; (ii) allapplicable provisions of this Agreement, Lenders Guidelines and all Closing Conditions havebeen satisfied; and (iii) all of the representations and warranties of Broker shall be true andcorrect, and no event shall have occurred which, with notice or the passage of time, or both,would constitute a default under this Agreement.

If requested by Lender, Broker will assist Lender in the closing and funding of approved

loans including, but not limited to, arranging for a closing of the loan at a time mutually agreedupon by Broker and Lender after all Closing Conditions have been satisfied. Each locked-inloan or conditionally committed loan must be closed and funded within the time limitsspecified in Lenders Guidelines or any applicable conditional commitment. All closings shalloccur at the offices of a settlement agent approved by Lender and all loans shall close inLenders name unless otherwise agreed to by Lender in writing. Prior to the closing of a loan,and if available in the jurisdiction where the Property is located, the title insurance companyissuing the mortgagees title insurance policy required under the terms of Lenders Guidelinesshall have delivered to Lender an Insured Closing Protection Letter (or similar instrument)with respect to the settlement for the loan. As used herein, an Insured Closing ProtectionLetter shall mean, in all states except Texas, the ALTA (or similar) form of insured protectionletter; in Texas the term shall mean the form of insured closing service letter prescribed by the

Texas State Board of Insurance.

All loan documents and other documents related to the closing of a loan shall be preparedby and will identify Lender as lender or payee on the note and secured party in the securityinstrument. Lender will wire transfer or otherwise provide the loan funds to the settlementagent at a time and in a manner (including closing instruments) acceptable to Lender. After theclosing of the transaction, Broker will assist Lender in obtaining all original instruments,recorded documents, title policy and other documents that relate to or evidence that the Loanwas executed and/or issued at the closing in accordance with Lender's Guidelines.

If Broker is authorized to submit FHA loans to Lender, Broker shall maintain a qualitycontrol plan (the Plan) that meets the requirements of the HUD Mortgagee Approval

Handbook. The Plan must be a proscribed function of the Brokers operations and assure thatBroker maintains compliance with FHA requirements and its own policies and procedures. ThePlan must enable Broker to initiate immediate corrective action if discrepancies are found.

6.2Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of theparties and their respective successors and assigns. Broker shall not be entitled to assign all orany portion of this Agreement, or its rights or duties hereunder, without the prior writtenconsent of Lender, which consent Lender may withhold in its sole discretion.

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6.3Governing Law. This Agreement shall be governed by and construed in accordance with thelaws of the State of Maryland, without giving effect to its choice law principles.

6.4Amendments. The provisions of this Agreement may not be amended or modified except byan agreement in writing signed by the party against whom such amendment is to be enforced.

6.5Waivers. Either party may, by written notice to and written consent of the other, waive anyprovision of this Agreement applicable to the other. No such waiver shall extend to the sameprovisions as it applies on a subsequent occasion or to any other provision.

6.6Notices. All notices, requests, demands, or other communications that are required orpermitted to be given under this Agreement shall be in writing, and shall be deemed to havebeen duly given upon the delivery or mailing thereof, as the case may be, addressed to theappropriate parties and sent certified or registered mail, return receipt requested, or deliveredby overnight courier, as follows, or such other address as may hereafter be furnished to theother party in writing.

To Broker: To Lender:

______________________ American Bank______________________ 9001 Edmonston Road, Suite 100

______________________ Greenbelt, MD 20770

______________________ Attn: Robert N. Kemp, Jr.

6.7Costs and Expenses. Except as otherwise provided herein each party shall be responsible forits accounting, legal, and related expenses incurred with respect to the origination, closing,funding, and delivery of the Loans.

6.8 Attorneys Fees. If any action at law or in equity, including an action for declaratory relief, isbrought to enforce or interpret the provisions of this Agreement, the prevailing party shall be

entitled to recover reasonable attorneys fees from the other party, including those incurred onappeal. Such fees may be set by the court in the trial of such action or may be enforced in aseparate action brought for that purpose. Such fees shall be in addition to any other relief thatmay be awarded.

6.9Offset. Lender reserves the absolute right to offset from the proceeds of monies due Broker byLender any funds due Lender and not received from Broker.

6.10 Survival of Representations, Warranties, and Agreements. The representations,warranties, and agreements contained in this Agreement and those made in or resulting fromany certificate, instrument, or other document delivered pursuant to this Agreement shallsurvive the closing and funding of the Loans and the termination of this Agreement, and shall

inure to the benefit of the Lender and its successors and assigns, notwithstanding thepreparation of the Loan Documents by Lender, or any inspection, investigation, ordetermination made by or on behalf of Lender.

6.11 Headings. The captions, headings, and organization used in the Agreement are forconvenience of reference only and are not a part of this Agreement and shall not be used inconstruing this Agreement.

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6.12 No Third Party Beneficiaries. This Agreement is intended for the benefit of the partieshereto only. There shall be no third party beneficiaries hereof.

6.13 Counterparts. This Agreements may be executed in counterparts, no one of which needcontain all of the signatures of the parties, and as many of such counterparts shall togethercontain all of the signatures of the parties shall be deemed to constitute one and the same

instrument.

6.14 Signatures. This Agreement and any amendments thereto may be signed by Lenderpursuant to a facsimile signature stamp, and Broker shall be entitled to rely on such signaturestamp as if it were the original signature of the person whose signature it purports to represent.

In Witness Whereof, the parties hereto have caused this Agreement to be executed as of the date firstwritten above.

BROKER:American Bank:

_____________________________ ________________________________

By: _________________________ By: _____________________________

Title: ________________________ Title:____________________________

(Corporate Seal)

ATTEST:

_____________________________

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SECRETARYS CERTIFICATE

OF___________________________________________________________________________(Name of Broker)

RESOLVED FIRST, that

_____________________________________, the _________________________________ and(Name of Officer) (Title)

_____________________________________, the _________________________________ and

(Name of Officer) (Title)



of this corporation, or any one or more of them or their duly elected or appointed successors in office, be and each ofthem is hereby authorized and empowered in the name of and on behalf of this corporation and under its corporateseal, from time to time while this resolution is in effect, to sell mortgage loans to_________________________________________ and to execute any and all agreements, contracts, assignments,endorsement and issuance of checks or drafts, reports, mortgage documents, and any other papers in connection with

documents, and furnish any information required or deemed necessary or proper by_____________________________ in connection herewith.

I HEREBY CERTIFY that the foregoing is a true and correct copy of a resolution presented to and adopted by theBoard of Directors of _____________________________ at a meeting duly called and held at___________________________ on the _____ day of ____________, 20___, at which a quorum was presented andvoted, and that such resolution is duly recorded in the minute book of this corporation; that the officers named in saidresolution have been duly elected or appointed to, and are the present incumbents of, the respective offices set aftertheir respective names.

______________________________Secretary

(Corporate Seal)

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