Southfield, MI 48034 - Midwest Loan Solutions · 2018-02-16 · Southfield, MI 48034 . Thank you for your interest in becoming a Third Party Originator with Midwest Loan Solutions

29777 Telegraph Road-Suite 3500 Southfield, MI 48034

Thank you for your interest in becoming a Third Party Originator with

Midwest Loan Solutions. Our goal is to complete the application process within

two weeks and begin your training. In order to do that, we need the completed

application and all supporting documents returned as soon as possible.

If you have any questions regarding the application or supporting

documentation, please contact your Account Executive. After completing your

application, reviewing the Checklist, and providing all required documentation,

send your completed package to your Account Executive. Your Account

Executive will give it a final review and forward to TPO on-boarding.

We are excited to have you become part of our team!

Sincerely,

Kathy Workman VP Originations and Branch Manager

29777 Telegraph Road-Suite 3500 Southfield, MI 48034 APPLICATION

TPO LENDING

1

qAll 8Items

The following documents should be executed by the owner(s). The attached Corporate Resolution (or other appropriate Authorization) should be used to authorize the company to sell serviced-released loans to MLS and further indicate the officer(s) authorized to sign on behalf of the company. Two original executed copies of the TPO Agreement will need to be provided.

q TPO Lending Application & Agreement

q Loan Originator Compensation Addendum

q Independence Policy

q Appraisal Independence Requirements

q Acknowledgement Fair Lending Policy

q Loan Fraud Zero Tolerance Policy

q Corporate Resolution or Authorization (as required)

q MLS Setup Form and Credit/Background Release Form

q Entity Documents – Please provide stamp-filed copies of the following, as applicable: (Corporation - Articles of Incorporation); (LLC - Articles of Organization, or Certificate of Formation); (Limited Partnership - LP1). If doing business under a name different than your registered corporate name, include a copy of your DBA filing. Names must match your application and license. (Include sample signature card)

q Resumes for Owners and Broker of Record – Please provide a resume for each owner (25% or more interest) as well as the Ops Mgr., Underwriting Mgr., and Secondary Marketing Mgr.

q Credit Report – For each owner and broker of record (25% or more interest) dated within 90 days of Correspondent Application. Please provide an explanation for all derogatory credit.

q W-9 Request for Taxpayer ID Number – Complete the enclosed IRS Form W-9 with all required information, sign and return to with all items in this checklist.

q Current Financial Statements – Interim Financial Statement (balance sheet and P&L signed by an authorized officer, if audited no signature required) not older than 90 days. Minimum Net Worth meets state requirements.

q Copy of Warehouse Bank Approvals – If multiple warehouse lines are used, please provide all agreements. If applicable

q Bank Wire Instructions – If multiple warehouse lines are used, please provide wiring instructions for all accounts. If applicable

q Copy of E&O and Fidelity Bond Coverage – Declaration pages showing coverage amounts and expiration dates. Minimum coverage of $300,000.00 each.

q Tape Request – Listing of all funded loans for the past 90 days in Excel format. Please include at a minimum, the following fields: Loan Program; Loan Amount; FICO; LTV; CLTV; DTI; and State where Property is located. If applicable

q Copy of Quality Control Plan – Please provide all current QC Policies and Procedures from Guides/Manuals.

q Audited Financial Statements for the last two years – If audited financials are not available please provide the following, depending on your company’s formation:

• Corporations: 2 most recent years’ signed federal corporate tax returns• Sole Proprietorships: 2 most recent years’ signed federal tax returns• Partnerships: 2 most recent years’ signed federal partnership tax returns

q Primary Contact Information – Please include a list of other employees who will be key contacts for the company. Please include phone numbers and email addresses.

Review the checklist below and provide the requested documentation if it applies to your business. Please contact your Account Executive if you have any questions.

After completing your application, reviewing the Checklist, and providing all required documentation, send your completed package to your Account Executive.


TPO LENDING

2

CO

MPA

NY

INF

OR

MA

TIO

N

BUSINESS NAME DBA ACCOUNT EXECUTIVE

STREET ADDRESS STE #

CITY STATE ZIP FORMAT OF BUSINESS

q Sole Proprietorship q Partnership q C Corp q S Corp q LLC

PHONE FAX STATES LICENSED TO DO BUSINESS IN

BROKER MAIN CONTACT SSN# PHONE EMAIL

DATE COMPANY FORMED / INCORPORATED STATE COUNTY COMPANY TIN / SSN

MERS#:

PR

INC

IPA

LS

1) NAME TITLE SSN# % OF COMPANY OWNERSHIP




WA

RE

HO

US

E

INFO

RM

ATI

ON BANK: CONTACT: LINE AMOUNT: PHONE: EMAIL:

RENEWAL DATE

BANK: CONTACT: LINE AMOUNT: PHONE: EMAIL:

RE

FER

EN

CE

S

1) LENDER NAME CONTACT PHONE EMAIL



Note: Minimum of 3. Lender Scorecards can be substituted for References.

BR

AN

CH

INFO

RM

ATI

ON

1) BRANCH NAME STREET ADDRESS

CITY STATE ZIP CONTACT PHONE





Note: Please list ALL branches in every state you are currently licensed in (if more space is required, please attach additional sheets and include a copy of current license for each state listed).

For Broker Only:

For Non-Delegated Correspondent


TPO LENDING

3

AFFILIATED COMPANIES q YES q NO

1) COMPANY NAME TYPE OF BUSINESS % OF OWNERSHIP EMAIL



PRODUCTION (previous year and YTD)

Product Type Loan VolumePrevious Year

Loan VolumeYTD

# of LoansPrevious Year

# of LoansYTD

FHA

VA

Conventional

Super Jumbo

2nd Trust Deeds

TOTALS

COMPANY HISTORYIf you answer yes to any of the questions below, please provide an explanation on a separate sheet, including the dates of any adverse actions; all parties’ names; resolution of the matter, case or file numbers; and jurisdiction where the action took place.

YES NO QUESTIONS

q q 1) Has your company ever been suspended from selling or submitting loans to a lender?

q q 2) Has your company ever been involved or is currently involved in any litigation?

q q 3) Has your company and/or principals or corporate officers been named as defendant(s) in a criminal proceeding or a complaint/convictionfor alleged fraud or misrepresentation in connection with any real estate-related activity?

q q 4) Has your company and/or principals or officers filed for protection from creditors under any provision of the bankruptcy laws within the pastseven years?

q q 5) Has your company and/or principals or corporate officers ever had a real estate or other professional license suspended or revoked, orreceived any other disciplinary action from a regulatory agency?

q q 6) Has any lender enforced the hold harmless or repurchase clause of their correspondent or broker agreement with your company and/orany principals or officers?

I/we certify the above information to be true and correct. The undersigned declares that the foregoing information and all accompanying information are true to the best of his/her knowledge and belief. Midwest Loan Solutions is hereby authorized to obtain verification of information from any source (including character and credit references) for each principal in connection with this TPO application. The undersigned herein transfers all information to Midwest Loan Solutions .

Date DateSignature of MLS Principal

Print Name

Title

Print Name

Title

Signature of TPO Principal

CONSUMER CREDIT and BACKGROUND REPORT RELEASE FORM PLEASE READ CAREFULLY

BY MY SIGNATURE BELOW I AUTHORIZE Midwest Loan Solutions (MLS) to obtain a Consumer Credit Report and/or a Background Report on me. This authorization is valid for purposes of verifying information given pursuant to application to become a third party origination with MLS, or any other lawful purpose covered under the Fair Credit Reporting Act. (FCRA)

The Background Check may contain information available in the Public Domain but may include interviews with persons other than previous employers or their agents. By my signature below, I hereby authorize all corporations, former employers, credit agencies, educational institutions, law enforcement agencies, city, state, county and federal courts and agencies, military services and persons to release all information they may have about me including criminal. This authorization shall be valid in original or copy form.

Applicant's Name ________________________________________________

Social Security Number ________________________________________________

Date of Birth ________________________________________________

Current Street Address ________________________________________________

City, State, Zip Code ________________________________________________

Signature ________________________________________________

Date ___________________________________

TPO and MLS agree as follows:

1. Notwithstanding anything to the contrary in the TPO Agreement, TPO represents and warrants to MLS, as of theof the date hereof, as of the date of the issuance of each Commitment, and as of each “Purchase Date” (Purchase Date shall mean the date on which the purchase price for any Loan is paid), as follows:

a. TPO is in compliance with all applicable provisions of the Amendments to Regulation Z, 75 Fed. Reg. 58509(codified at 12 C.F.R. Sections 226.1, 226.25, 226.36) (the “Loan Originator Compensation Rules”) including, without limitation, all provisions relating to the compensation of TPO’s loan officers; and

b. TPO shall maintain books and records with respect to TPO’s compliance with the Loan Originator CompensationRules. MLS, and any supervisory agents or examiners representing a state or federal governmental agency having jurisdiction over MLS, shall have the right, at any time after reasonable notice to TPO and without charge, to (i) examine and audit TPO’s books of account, records, reports, compensation plans (with internal loan officers), payroll records and other documentation in any form, relating to TPO’s compliance with the Loan Originator Compensation Rules in connection with any Loan, (ii) make copies and extracts thereof, and (iii) discuss the affairs and accounts of TPO relating to such compliance with TPO’s officers and employees, at such times and places and with such frequency as MLS may reasonably request.

IN WITNESS WHEREOF, this Addendum is executed by TPO and MLS as of the date set forth above.

TPO:

_____________________________________________

By: __________________________________________

Print Name: ___________________________________

Print Title: _____________________________________

Date: ________________________________________

MLS:

Midwest Loan Solutions

By: __________________________________________

Print Name: ___________________________________

Print Title: _____________________________________

Date: ________________________________________


Loan Originator Compensation

INDEPENDENCE POLICY

Date:_________________

TPO shall not have any direct or indirect ownership interest in any collateral for any Loan or any business or personal affiliation with, or ownership interest in, any third party vendors providing services with respect to the Loan, including but not limited to, the settlement services provider, the credit reporting agency, the real estate agents with respect to the collateral, the appraisers, or the title agent on the Loan; and TPO shall not act as the real estate agent representing a buyer or seller with respect to the collateral for the Loan, or conduct the settlement services for the Loan. TPO shall disclose in writing upon loan submission to MLS any and all personal or financial involvement in the transactions relating to the Loan.

By signing below, you acknowledge that you have received, understand, and agree to comply with MLS's Independence Policy. If you have any questions regarding this policy, please do not hesitate to contact our Wholesale Compliance Department.

Authorized Signature Date

Print Name

Print Title

1 of 2

APPRAISAL INDEPENDENCE REQUIREMENTS & ACKNOWLEDGMENT

Date: _____________

I. Prohibited Acts and Practices No employee, director, officer or agent of the TPO, or any other third party acting as joint venture partner, independent contractor, appraisal company, appraisal management company, or partner on behalf of the TPO, shall influence or attempt to influence the development, reporting, result or review of an appraisal through coercion, extortion, collusion, compensation, inducement, intimidation, bribery or in any other manner including but not limited to:

Withholding or threatening to withhold timely payment or partial payment for an appraisalreport;

Withholding or threatening to withhold future business from an appraiser, or demotingor terminating or threatening to demote or terminate an appraiser;

Expressly or impliedly promising of future business, promotions, or increasedcompensation for an appraiser;

Conditioning the ordering of an appraisal report or the payment of an appraisal fee orsalary or bonus on the opinion, conclusion, or valuation to be reached, or on apreliminary value estimate requested from an appraiser;

Requesting that an appraiser provide an estimated, predetermined, or desired valuationin an appraisal report prior to the completion of the appraisal report, or requesting thatan appraiser provide estimated values or comparable sales at any time prior to theappraiser’s completion of an appraisal report.

Providing to an appraiser an anticipated, estimated, encouraged, or desired value for asubject property or a proposed or target amount to be loaned to the borrower, exceptthat a copy of the sales contract for purchase transactions may be provided;

Providing to an appraiser, appraisal company, appraisal management company, or anyentity or person related to the appraiser, appraisal company, or appraisal managementcompany, stock or other financial or non-financial benefits;

Removing an appraiser from a list of qualified appraisers, or adding an appraiser to anexclusionary list of disapproved appraisers, in connection with the influencing orattempting to influence an appraisal as described above (this prohibition does notpreclude the management of appraiser lists for bona fide administrative or quality-controlreasons based on written policy); and

Any other act or practice that impairs or attempts to impair an appraiser’s independence,objectivity, or impartiality or violates law or regulation, including but not limited to, theTruth in Lending Act and Regulation Z, or the Uniform Standards of ProfessionalAppraisal Practice (USPAP).

2 of 2

No employee, officer, or director in the TPO’s loan production function is directly or indirectly involved in selecting, retaining, recommending or influencing the selection of the person to prepare a valuation or perform valuation management functions, or to be included in or excluded from a list of approved persons who prepare valuations or perform valuation management functions.

A. Transfer of Appraisals MLS does NOT allow conventional appraisals from other lenders. FHA and VA appraisals are allowed in accordance with agency guidelines.

B. Appraisal Ordering RequirementsAppraisals must be ordered through an approved AMC or panel selection process, if not ordered by MLS.

By signing below, you acknowledge that you have received, understand, and agree to comply with MLS's APPRAISAL INDEPENDENCE REQUIREMENTS. If you have any questions regarding this policy, please do not hesitate to contact our Wholesale Compliance Department.

TPO:______________________________________________

Signature:_____________________________________ Date:_____________________

Print name ____________________________________

Print Title:_____________________________________

MLS FAIR LENDING POLICY & ACKNOWLEDGMENT

It is the policy of MLS to treat all credit applicants and borrowers (“applicant(s)”) in compliance with all applicable fair lending laws, including, without limitation, the Equal Credit Opportunity Act and the Fair Housing Act. All of our products shall be made available to qualified applicants without discrimination on the basis of race, color, religion, sex, national origin, marital or familial status, age (provided the applicant has legal capacity to enter into a binding contract), handicap, receipt of public assistance, good faith exercise of rights under the Federal Consumer Protection Act, or any other basis protected by applicable law (“prohibited basis”).

Our employees will offer assistance and service in a fair and equitable manner and will not discourage the completion or submission of an application for credit by any applicant on any of the prohibited basis. Term, conditions and pricing variables (such as debt to income ratio, fees, points or other charges) will be applied fairly without regard to any prohibited basis.

Midwest Loan Solutions’s fair lending commitments shall extend to all aspects of our operations, including solicitation strategies, underwriting and pricing practices, customer service, collections, and marketing.

MLS’s fair lending policy shall be communicated to our brokers, correspondents, and dealers with whom MLS has an indirect lending relationship.

As acknowledgement of the MLS’s fair lending policy, please sign below. By signing this, you acknowledge that you have received, understand, and agree to comply with MLS's FAIR LENDING POLICY. If you have any questions regarding this policy, please do not hesitate to contact our Wholesale Compliance Department.

TPO: ________________________________

Signature: ____________________________________ Date: ________________________________________

Print Name_________________________________________________________________

Print Title________________________________________

TPO APPLICATION

August 2017

LOAN FRAUD ZERO TOLERANCE POLICY

All approved TPOs must be aware that the principal owner(s) of a licensed mortgage company bear the responsibility for all actions of the company’s employees. The owner is responsible for the content and quality of each application taken and each loan submitted to Midwest Loan Solutions (“MLS”).

THE SUBMISSION OF A LOAN APPLICATION CONTAINING FALSE INFORMATION IS A CRIME!

Types of Loan Fraud

1. Submission of inaccurate information, including false statements on loan application(s) and falsification ofdocuments purporting to substantiate credit, employment, deposit and asset information, personal informationincluding identity, ownership/non-ownership of real property etc.

2. Forgery of information.

3. Incorrect statements regarding current occupancy or intent to maintain minimum continuing occupancy asstated in the security instrument.

4. Lack of due diligence by owner/loan officer/interviewer/processor, including failure to obtain all informationrequired by the application and failure to request further information as dictated by borrower’s response toother questions.

5. Unquestioned acceptance of information or documentation that is known, should be known, or should besuspected to be inaccurate.

A. Simultaneous or consecutive processing of multiple owner-occupied loans from one applicant supplying different information on each application.B. Allowing applicant or interested third party to “assist with the processing of the loan.”

Employee’s non-disclosure of relevant information.

Impact of Loan Fraud

The effects of loan fraud are costly to all parties involved. MLS stands behind the quality of its loan production. Fraudulent loans cannot be sold into the secondary market, and if sold, will require repurchase by MLS. Fraudulent loans damage our reputation with our investors and mortgage insurance providers. The price paid by those who participate in loan fraud is even more costly. The following is a list of a few of the potential consequences that may be incurred.

Potential Consequences to the Loan TPO1. Criminal prosecution

2. Loss of company’s license

3. Loss of lender access due to exchange of information between lenders, mortgage insurance companiesincluding submission of information to investors (Freddie Mac/Fannie Mae), police agencies, and statelicensing agencies

4. Civil action by MLS5. Civil action by applicant/borrower or other parties to the transaction

6. Loss of approval status

By signing this, you acknowledge that you have received, understand, and agree to comply with MLS's LOAN FRAUD ZERO TOLERANCE POLICY. If you have any questions regarding this policy, please do not hesitate to contact our Wholesale Compliance Department.

Print TPO Name

Signature of Principal Officer Date Print Name and title

6.


COMPENSATION ADDENDUM

This Compensation Addendum is entered into as of the Effective Date of the TPO Agreement.

TPO shall be compensated in compliance with all laws and regulations governing loan originator compensation, including TILA, Regulation Z, RESPA, and Regulation X.

MLS limits Lender Paid Compensation to a maximum compensation of $30,000 and also as follows:

Up to 2.750% - if there is no flat fee charged in addition to the percentage Up to 2.500% - if the flat fee does not exceed $1,000 Up to 2.000% - if the flat fee does not exceed $2,000

Please enter your compensation plan below:

Level % of Loan Amount

A 2.000% B 2.250%

C 2.500%

D 2.750%

Compensation Level/% of Loan Amount

Flat Fee:

(If no flat fee is entered MLS will default to a flat fee of zero.)

Minimum Compensation: (If no minimum compensation is entered MLS will default to a Minimum Compensation of zero.)

Maximum Compensation: (If no maximum compensation is entered, MLS will default to a maximum of $30,000. MLS will also default to a maximum of $30,000 if an amount exceeding $30,000 is entered.)

These amounts are referred to collectively as TPO’s Lender Paid Compensation or Lender Paid Compensation Selection.

Changes to Lender Paid Compensation. After the completion of the initial six month period, at the MLS’s discretion, TPO may change the lender paid compensation plan. Notice of the TPO’s election of a new lender paid compensation plan must be received by Lender no later than five business days prior to the beginning of a new six month period.

Consumer Paid Compensation. Lender permits TPO to choose either lender paid compensation or borrower paid compensation on individual transactions, which TPO must select at the time that TPO submits a loan application package to Lender. TPO shall not receive both consumer paid compensation and lender paid compensation on the same transaction. TPO shall not charge more to the consumer for a consumer paid transaction than the TPO would be able to charge for the then-current Lender Paid Compensation Selection on file with Lender.

Permitted Decreases in Lender Paid Compensation. In accordance with the provisions of the LO Comp Rule, Lender may reduce TPO’s Lender Paid Compensation or consumer paid compensation to defray the cost, in whole or part, of an unforeseen increase in an actual settlement cost over an estimated settlement cost disclosed to the borrower under section 5(c) of RESPA or an unforeseen actual settlement cost not disclosed to the borrower under section 5(c) of RESPA. For example, if there is an unforeseen tolerance violation of $70 that must be cured, Lender may reduce TPO’s Lender Paid Compensation to pay for all or part of the amount required to cure the tolerance violation. If Lender cures such a tolerance violation after funding of a Loan, Lender may invoice TPO for such amount or set-off such amount against TPO’s Lender Paid Compensation on other individual transactions.

August 2017

APPLICATIONTPOLENDING

August 2017

CORPORATE RESOLUTION

I hereby certify that I am the Secretary of , a corporation of the State of , and that as such Secretary, I have custody of the records of this Corporation, and by virtue of such action, the Board of Directors passed the following resolution at a meeting dated , that is now in force and is not in conflict with the Charter or Bylaws of the Corporation.

RESOLVED, that the officers and agents of this Corporation appointed and named below are hereby authorized in the name of and on behalf of the Corporation to enter into an agreement with Midwest Loan Solutions, a wholly owned subsidiary of Unviersity Band (“MLS”) and its operating subsidiaries to broker real estate loans, and that these individuals are each and severally authorized to sign on said agreement and on behalf of the Corporation and to effect any changes with respect thereto.FURTHER RESOLVED, that these individuals are each and severally authorized to enter into commitments with the Midwest Loan Solutions (MLS) and to execute any and all other documents on behalf of this Corporation.

FURTHER RESOLVED, this Corporation is authorized to sign an agreement as required by MLS.

FURTHER RESOLVED, that this authorization shall remain in force until MLS receives, at its office, a certified copy of a resolution of this Corporation to the contrary, revoking all previous authorizations heretofore given. The revocation of previous authorizations, with respect to said account, shall not affect the validity of any item signed by the person or persons at the time authorized to act.

Authorized Agent (Type Name) Authorized Agent (Type Name)

Signature Signature

IN WITNESS THEREOF, I have hereunto set my hand and affixed seal of the corporation this day

of , 20 .

Signature of Secretary Date

Print Name

*Corporate Seal Here*

TPO SET UP FORM

WHOLESALE LENDING

DATE ACCOUNT EXECUTIVE COMPANY NAME

ADMINISTRATOR (FIRST NAME, LAST NAME)

PHONE # EMAIL

INTERNAL USE ONLY

CLIENT SERVICE REPRESENTATIVE PRICING TIER

TPO ID#

Once approved, you will receive your login and password within 48 hours.

Authorized MLS Signature (Operations Manager) Date

Form W-9(Rev. January 2011)Department of the Treasury Internal Revenue Service

Request for Taxpayer Identification Number and Certification

Give Form to the requester. Do not send to the IRS.

Pri

nt o

r ty

pe

See

Sp

ecifi

c In

stru

ctio

ns o

n p

age

2.

Name (as shown on your income tax return)

Business name/disregarded entity name, if different from above

Check appropriate box for federal tax

classification (required): Individual/sole proprietor C Corporation S Corporation Partnership Trust/estate

Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=partnership) ▶

Other (see instructions) ▶

Exempt payee

Address (number, street, and apt. or suite no.)

City, state, and ZIP code

Requester’s name and address (optional)

List account number(s) here (optional)

Part I Taxpayer Identification Number (TIN)Enter your TIN in the appropriate box. The TIN provided must match the name given on the “Name” line to avoid backup withholding. For individuals, this is your social security number (SSN). However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Note. If the account is in more than one name, see the chart on page 4 for guidelines on whose number to enter.

Social security number

– –

–

Employer identification number

Part II CertificationUnder penalties of perjury, I certify that:

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and

2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal RevenueService (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I amno longer subject to backup withholding, and

3. I am a U.S. citizen or other U.S. person (defined below).

Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions on page 4.

Sign Here

Signature of U.S. person ▶ Date ▶

General InstructionsSection references are to the Internal Revenue Code unless otherwise noted.

Purpose of FormA person who is required to file an information return with the IRS must obtain your correct taxpayer identification number (TIN) to report, for example, income paid to you, real estate transactions, mortgage interest you paid, acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA.

Use Form W-9 only if you are a U.S. person (including a resident alien), to provide your correct TIN to the person requesting it (the requester) and, when applicable, to:

1. Certify that the TIN you are giving is correct (or you are waiting for anumber to be issued),

2. Certify that you are not subject to backup withholding, or

3. Claim exemption from backup withholding if you are a U.S. exemptpayee. If applicable, you are also certifying that as a U.S. person, your allocable share of any partnership income from a U.S. trade or business is not subject to the withholding tax on foreign partners’ share of effectively connected income.

Note. If a requester gives you a form other than Form W-9 to request your TIN, you must use the requester’s form if it is substantially similar to this Form W-9.

Definition of a U.S. person. For federal tax purposes, you are considered a U.S. person if you are:

• An individual who is a U.S. citizen or U.S. resident alien,

• A partnership, corporation, company, or association created ororganized in the United States or under the laws of the United States,

• An estate (other than a foreign estate), or

• A domestic trust (as defined in Regulations section 301.7701-7).

Special rules for partnerships. Partnerships that conduct a trade or business in the United States are generally required to pay a withholding tax on any foreign partners’ share of income from such business. Further, in certain cases where a Form W-9 has not been received, a partnership is required to presume that a partner is a foreign person, and pay the withholding tax. Therefore, if you are a U.S. person that is a partner in a partnership conducting a trade or business in the United States, provide Form W-9 to the partnership to establish your U.S. status and avoid withholding on your share of partnership income.

Cat. No. 10231X Form W-9 (Rev. 1-2011)

Form W-9 (Rev. 1-2011) Page 2

The person who gives Form W-9 to the partnership for purposes of establishing its U.S. status and avoiding withholding on its allocable share of net income from the partnership conducting a trade or business in the United States is in the following cases:

• The U.S. owner of a disregarded entity and not the entity,

• The U.S. grantor or other owner of a grantor trust and not the trust,and

• The U.S. trust (other than a grantor trust) and not the beneficiaries ofthe trust.

Foreign person. If you are a foreign person, do not use Form W-9. Instead, use the appropriate Form W-8 (see Publication 515, Withholding of Tax on Nonresident Aliens and Foreign Entities).

Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the terms of a tax treaty to reduce or eliminate U.S. tax on certain types of income. However, most tax treaties contain a provision known as a “saving clause.” Exceptions specified in the saving clause may permit an exemption from tax to continue for certain types of income even after the payee has otherwise become a U.S. resident alien for tax purposes.

If you are a U.S. resident alien who is relying on an exception contained in the saving clause of a tax treaty to claim an exemption from U.S. tax on certain types of income, you must attach a statement to Form W-9 that specifies the following five items:

1. The treaty country. Generally, this must be the same treaty underwhich you claimed exemption from tax as a nonresident alien.

2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty that contains thesaving clause and its exceptions.

4. The type and amount of income that qualifies for the exemptionfrom tax.

5. Sufficient facts to justify the exemption from tax under the terms ofthe treaty article.

Example. Article 20 of the U.S.-China income tax treaty allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a resident alien for tax purposes if his or her stay in the United States exceeds 5 calendar years. However, paragraph 2 of the first Protocol to the U.S.-China treaty (dated April 30, 1984) allows the provisions of Article 20 to continue to apply even after the Chinese student becomes a resident alien of the United States. A Chinese student who qualifies for this exception (under paragraph 2 of the first protocol) and is relying on this exception to claim an exemption from tax on his or her scholarship or fellowship income would attach to Form W-9 a statement that includes the information described above to support that exemption.

If you are a nonresident alien or a foreign entity not subject to backup withholding, give the requester the appropriate completed Form W-8.

What is backup withholding? Persons making certain payments to you must under certain conditions withhold and pay to the IRS a percentage of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding include interest, tax-exempt interest, dividends, broker and barter exchange transactions, rents, royalties, nonemployee pay, and certain payments from fishing boat operators. Real estate transactions are not subject to backup withholding.

You will not be subject to backup withholding on payments you receive if you give the requester your correct TIN, make the proper certifications, and report all your taxable interest and dividends on your tax return.

Payments you receive will be subject to backup withholding if:

1. You do not furnish your TIN to the requester,

2. You do not certify your TIN when required (see the Part IIinstructions on page 3 for details),

3. The IRS tells the requester that you furnished an incorrect TIN,

4. The IRS tells you that you are subject to backup withholdingbecause you did not report all your interest and dividends on your tax return (for reportable interest and dividends only), or

5. You do not certify to the requester that you are not subject tobackup withholding under 4 above (for reportable interest and dividend accounts opened after 1983 only).

Certain payees and payments are exempt from backup withholding. See the instructions below and the separate Instructions for the Requester of Form W-9.

Also see Special rules for partnerships on page 1.

Updating Your InformationYou must provide updated information to any person to whom you claimed to be an exempt payee if you are no longer an exempt payee and anticipate receiving reportable payments in the future from this person. For example, you may need to provide updated information if you are a C corporation that elects to be an S corporation, or if you no longer are tax exempt. In addition, you must furnish a new Form W-9 if the name or TIN changes for the account, for example, if the grantor of a grantor trust dies.

PenaltiesFailure to furnish TIN. If you fail to furnish your correct TIN to a requester, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect.

Civil penalty for false information with respect to withholding. If you make a false statement with no reasonable basis that results in no backup withholding, you are subject to a $500 penalty.

Criminal penalty for falsifying information. Willfully falsifying certifications or affirmations may subject you to criminal penalties including fines and/or imprisonment.

Misuse of TINs. If the requester discloses or uses TINs in violation of federal law, the requester may be subject to civil and criminal penalties.

Specific InstructionsNameIf you are an individual, you must generally enter the name shown on your income tax return. However, if you have changed your last name, for instance, due to marriage without informing the Social Security Administration of the name change, enter your first name, the last name shown on your social security card, and your new last name.

If the account is in joint names, list first, and then circle, the name of the person or entity whose number you entered in Part I of the form.

Sole proprietor. Enter your individual name as shown on your income tax return on the “Name” line. You may enter your business, trade, or “doing business as (DBA)” name on the “Business name/disregarded entity name” line.

Partnership, C Corporation, or S Corporation. Enter the entity's name on the “Name” line and any business, trade, or “doing business as (DBA) name” on the “Business name/disregarded entity name” line.

Disregarded entity. Enter the owner's name on the “Name” line. The name of the entity entered on the “Name” line should never be a disregarded entity. The name on the “Name” line must be the name shown on the income tax return on which the income will be reported. For example, if a foreign LLC that is treated as a disregarded entity for U.S. federal tax purposes has a domestic owner, the domestic owner's name is required to be provided on the “Name” line. If the direct owner of the entity is also a disregarded entity, enter the first owner that is not disregarded for federal tax purposes. Enter the disregarded entity's name on the “Business name/disregarded entity name” line. If the owner of the disregarded entity is a foreign person, you must complete an appropriate Form W-8.

Note. Check the appropriate box for the federal tax classification of the person whose name is entered on the “Name” line (Individual/sole proprietor, Partnership, C Corporation, S Corporation, Trust/estate).

Limited Liability Company (LLC). If the person identified on the “Name” line is an LLC, check the “Limited liability company” box only and enter the appropriate code for the tax classification in the space provided. If you are an LLC that is treated as a partnership for federal tax purposes, enter “P” for partnership. If you are an LLC that has filed a Form 8832 or a Form 2553 to be taxed as a corporation, enter “C” for C corporation or “S” for S corporation. If you are an LLC that is disregarded as an entity separate from its owner under Regulation section 301.7701-3 (except for employment and excise tax), do not check the LLC box unless the owner of the LLC (required to be identified on the “Name” line) is another LLC that is not disregarded for federal tax purposes. If the LLC is disregarded as an entity separate from its owner, enter the appropriate tax classification of the owner identified on the “Name” line.


Other entities. Enter your business name as shown on required federal tax documents on the “Name” line. This name should match the name shown on the charter or other legal document creating the entity. You may enter any business, trade, or DBA name on the “Business name/disregarded entity name” line.

Exempt Payee If you are exempt from backup withholding, enter your name as described above and check the appropriate box for your status, then check the “Exempt payee” box in the line following the “Business name/disregarded entity name,” sign and date the form.

Generally, individuals (including sole proprietors) are not exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as interest and dividends.

Note. If you are exempt from backup withholding, you should still complete this form to avoid possible erroneous backup withholding.

The following payees are exempt from backup withholding:

1. An organization exempt from tax under section 501(a), any IRA, or acustodial account under section 403(b)(7) if the account satisfies the requirements of section 401(f)(2),

2. The United States or any of its agencies or instrumentalities,

3. A state, the District of Columbia, a possession of the United States,or any of their political subdivisions or instrumentalities,

4. A foreign government or any of its political subdivisions, agencies,or instrumentalities, or

5. An international organization or any of its agencies orinstrumentalities.

Other payees that may be exempt from backup withholding include:

6. A corporation,

7. A foreign central bank of issue,

8. A dealer in securities or commodities required to register in theUnited States, the District of Columbia, or a possession of the United States,

9. A futures commission merchant registered with the CommodityFutures Trading Commission,

10. A real estate investment trust,

11. An entity registered at all times during the tax year under theInvestment Company Act of 1940,

12. A common trust fund operated by a bank under section 584(a),

13. A financial institution,

14. A middleman known in the investment community as a nominee orcustodian, or

15. A trust exempt from tax under section 664 or described in section4947.

The following chart shows types of payments that may be exempt from backup withholding. The chart applies to the exempt payees listed above, 1 through 15.

IF the payment is for . . . THEN the payment is exempt for . . .

Interest and dividend payments All exempt payees except for 9

Broker transactions Exempt payees 1 through 5 and 7 through 13. Also, C corporations.

Barter exchange transactions and patronage dividends

Exempt payees 1 through 5

Payments over $600 required to be reported and direct sales over $5,000 1

Generally, exempt payees 1 through 7 2

1 See Form 1099-MISC, Miscellaneous Income, and its instructions.2 However, the following payments made to a corporation and reportable on Form

1099-MISC are not exempt from backup withholding: medical and health care payments, attorneys' fees, gross proceeds paid to an attorney, and payments for services paid by a federal executive agency.

Part I. Taxpayer Identification Number (TIN)Enter your TIN in the appropriate box. If you are a resident alien and you do not have and are not eligible to get an SSN, your TIN is your IRS individual taxpayer identification number (ITIN). Enter it in the social security number box. If you do not have an ITIN, see How to get a TIN below.

If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that you use your SSN.

If you are a single-member LLC that is disregarded as an entity separate from its owner (see Limited Liability Company (LLC) on page 2), enter the owner’s SSN (or EIN, if the owner has one). Do not enter the disregarded entity’s EIN. If the LLC is classified as a corporation or partnership, enter the entity’s EIN.

Note. See the chart on page 4 for further clarification of name and TIN combinations.

How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Application for a Social Security Card, from your local Social Security Administration office or get this form online at www.ssa.gov. You may also get this form by calling 1-800-772-1213. Use Form W-7, Application for IRS Individual Taxpayer Identification Number, to apply for an ITIN, or Form SS-4, Application for Employer Identification Number, to apply for an EIN. You can apply for an EIN online by accessing the IRS website at www.irs.gov/businesses and clicking on Employer Identification Number (EIN) under Starting a Business. You can get Forms W-7 and SS-4 from the IRS by visiting IRS.gov or by calling 1-800-TAX-FORM (1-800-829-3676).

If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and date the form, and give it to the requester. For interest and dividend payments, and certain payments made with respect to readily tradable instruments, generally you will have 60 days to get a TIN and give it to the requester before you are subject to backup withholding on payments. The 60-day rule does not apply to other types of payments. You will be subject to backup withholding on all such payments until you provide your TIN to the requester.

Note. Entering “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon.

Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8.

Part II. CertificationTo establish to the withholding agent that you are a U.S. person, or resident alien, sign Form W-9. You may be requested to sign by the withholding agent even if item 1, below, and items 4 and 5 on page 4 indicate otherwise.

For a joint account, only the person whose TIN is shown in Part I should sign (when required). In the case of a disregarded entity, the person identified on the “Name” line must sign. Exempt payees, see Exempt Payee on page 3.

Signature requirements. Complete the certification as indicated in items 1 through 3, below, and items 4 and 5 on page 4.

1. Interest, dividend, and barter exchange accounts openedbefore 1984 and broker accounts considered active during 1983. You must give your correct TIN, but you do not have to sign the certification.

2. Interest, dividend, broker, and barter exchange accountsopened after 1983 and broker accounts considered inactive during 1983. You must sign the certification or backup withholding will apply. If you are subject to backup withholding and you are merely providing your correct TIN to the requester, you must cross out item 2 in the certification before signing the form.

3. Real estate transactions. You must sign the certification. You maycross out item 2 of the certification.


4. Other payments. You must give your correct TIN, but you do nothave to sign the certification unless you have been notified that you have previously given an incorrect TIN. “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods (other than bills for merchandise), medical and health care services (including payments to corporations), payments to a nonemployee for services, payments to certain fishing boat crew members and fishermen, and gross proceeds paid to attorneys (including payments to corporations).

5. Mortgage interest paid by you, acquisition or abandonment ofsecured property, cancellation of debt, qualified tuition program payments (under section 529), IRA, Coverdell ESA, Archer MSA or HSA contributions or distributions, and pension distributions. You must give your correct TIN, but you do not have to sign the certification.

What Name and Number To Give the RequesterFor this type of account: Give name and SSN of:

1. Individual The individual2. Two or more individuals (joint

account)The actual owner of the account or, if combined funds, the first individual on the account 1

3. Custodian account of a minor (Uniform Gift to Minors Act)

The minor 2

4. a. The usual revocable savings trust (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under state law

The grantor-trustee 1

The actual owner 1

5. Sole proprietorship or disregarded entity owned by an individual

The owner 3

6. Grantor trust filing under Optional Form 1099 Filing Method 1 (see Regulation section 1.671-4(b)(2)(i)(A))

The grantor*

For this type of account: Give name and EIN of:

7. Disregarded entity not owned by an individual

The owner

8. A valid trust, estate, or pension trust Legal entity 4

9. Corporation or LLC electing corporate status on Form 8832 or Form 2553

The corporation

10. Association, club, religious, charitable, educational, or othertax-exempt organization

The organization

11. Partnership or multi-member LLC The partnership12. A broker or registered nominee The broker or nominee

13. Account with the Department of Agriculture in the name of a public entity (such as a state or local government, school district, or prison) that receives agricultural program payments

The public entity

14. Grantor trust filing under the Form 1041 Filing Method or the Optional Form 1099 Filing Method 2 (see Regulation section 1.671-4(b)(2)(i)(B))

The trust

1List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished.

2Circle the minor’s name and furnish the minor’s SSN.

3You must show your individual name and you may also enter your business or “DBA” name on the “Business name/disregarded entity” name line. You may use either your SSN or EIN (if you have one), but the IRS encourages you to use your SSN.

4List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Also see Special rules for partnerships on page 1.

*Note. Grantor also must provide a Form W-9 to trustee of trust.

Note. If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed.

Secure Your Tax Records from Identity TheftIdentity theft occurs when someone uses your personal information such as your name, social security number (SSN), or other identifying information, without your permission, to commit fraud or other crimes. An identity thief may use your SSN to get a job or may file a tax return using your SSN to receive a refund.

To reduce your risk:

• Protect your SSN,

• Ensure your employer is protecting your SSN, and

• Be careful when choosing a tax preparer.

If your tax records are affected by identity theft and you receive anotice from the IRS, respond right away to the name and phone number printed on the IRS notice or letter.

If your tax records are not currently affected by identity theft but you think you are at risk due to a lost or stolen purse or wallet, questionable credit card activity or credit report, contact the IRS Identity Theft Hotline at 1-800-908-4490 or submit Form 14039.

For more information, see Publication 4535, Identity Theft Prevention and Victim Assistance.

Victims of identity theft who are experiencing economic harm or a system problem, or are seeking help in resolving tax problems that have not been resolved through normal channels, may be eligible for Taxpayer Advocate Service (TAS) assistance. You can reach TAS by calling the TAS toll-free case intake line at 1-877-777-4778 or TTY/TDD 1-800-829-4059.

Protect yourself from suspicious emails or phishing schemes. Phishing is the creation and use of email and websites designed to mimic legitimate business emails and websites. The most common act is sending an email to a user falsely claiming to be an established legitimate enterprise in an attempt to scam the user into surrendering private information that will be used for identity theft.

The IRS does not initiate contacts with taxpayers via emails. Also, the IRS does not request personal detailed information through email or ask taxpayers for the PIN numbers, passwords, or similar secret access information for their credit card, bank, or other financial accounts.

If you receive an unsolicited email claiming to be from the IRS, forward this message to [email protected]. You may also report misuse of the IRS name, logo, or other IRS property to the Treasury Inspector General for Tax Administration at 1-800-366-4484. You can forward suspicious emails to the Federal Trade Commission at: [email protected] or contact them at www.ftc.gov/idtheft or 1-877-IDTHEFT (1-877-438-4338).

Visit IRS.gov to learn more about identity theft and how to reduce your risk.

Privacy Act NoticeSection 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons (including federal agencies) who are required to file information returns with the IRS to report interest, dividends, or certain other income paid to you; mortgage interest you paid; the acquisition or abandonment of secured property; the cancellation of debt; or contributions you made to an IRA, Archer MSA, or HSA. The person collecting this form uses the information on the form to file information returns with the IRS, reporting the above information. Routine uses of this information include giving it to the Department of Justice for civil and criminal litigation and to cities, states, the District of Columbia, and U.S. possessions for use in administering their laws. The information also may be disclosed to other countries under a treaty, to federal and state agencies to enforce civil and criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Under section 3406, payers must generally withhold a percentage of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to the payer. Certain penalties may also apply for providing false or fraudulent information.

THIRD PARTY ORIGINATION AGREEMENT

THIS WHOLESALE THIRD PARTY ORIGINATION AGREEMENT (“Agreement”) is made and

entered into as of _______________, 2017, between Midwest Loan Solutions, Inc. a Michigan

Corporation (“MLS”), with its principal office located at 616 Shelden Ave, Suite 300, Houghton,

Michigan 49931-1841 , and ____________________________________ (“TPO”) with its principal

office located at______________________________________________________________________,

RECITALS

WHEREAS, MLS is engaged in the business of, among other activities, purchasing and/or funding

mortgage loans on residential real estate and reselling such loans in the secondary mortgage market; and

WHEREAS, TPO is engaged in the business of taking applications for residential mortgage loans;

assisting borrowers in pre-qualifying for mortgage loans; selecting a mortgage product and completing an

application; processing those applications on behalf of others in exchange for a fee or other consideration;

and

WHEREAS, during the term of this Agreement, MLS will advise TPO of MLS’s various FHA,

VA, GNMA and/or conventional mortgage loan products as well as select bond program mortgage loan

products which MLS may be interested in purchasing and/or funding, and TPO intends, from time to time,

to offer to MLS for potential purchase and/or funding certain FHA, VA, GNMA and/or conventional

mortgage loans as well as select bond program mortgage loans which fall within the parameters of MLS’

mortgage loan products;

NOW, THEREFORE, in consideration of the mutual agreements and covenants hereinafter set

forth, and other good and valuable consideration, the receipt and legal sufficiency of which is hereby

severally acknowledged, MLS and TPO hereby agree as follows:

ARTICLE I

DEFINITIONS

All words and phrases defined in this Article I (except as herein otherwise expressly provided or unless

the context otherwise requires) shall, for the purposes of this Agreement, have the following respective

meanings:

1.01. “Agreement” means this Wholesale Third Party Origination Agreement and any written

amendments or modifications hereto.1.02. “Application” means the submission of a borrower's

financial information in anticipation of a credit decision set forth in 12 CFR 1024.2(b) which shall be

NMLS #3042

submitted on a form FMNA 1003 Uniform Residential Application. Application shall also include all

supporting documentation provided in support of the Application.

1.02. “Bond Authority” means a federal, state or local authority established for the purpose of making

residential Mortgage Loans to low and moderate income borrowers and issuing bonds or other obligations

to fund such loans.

1.03. “Bond Program” means a qualified single family residential Mortgage Loan program of a local,

state or federal housing authority under which residential Mortgage Loans are made available to low and

moderate income borrowers at below market interest rates and/or upon other terms and conditions

favorable to the borrowers.

1.04. “Borrower” means the person or persons who submit a Mortgage Loan Application to TPO, receive

a Mortgage Loan, and are liable on a Mortgage Note to MLS or TPO.

1.05. “Closing” means the funding of a Mortgage Loan.

1.06. “Complaint” means a consumer communication of dissatisfaction regarding a product, servicing

and/or employee of TPO.

1.07. “Defect” means a breach in any respect of any representation or warranty herein contained with

respect to a Mortgage Loan or any failure by TPO to comply with any covenant or condition herein

contained with respect to a Mortgage Loan which could reasonably be expected to result in a loss or

damage to MLS or a subsequent purchaser of such Mortgage Loan.

1.08. “Defective Loan” means any Mortgage Loan that has a Defect.

1.09. “FHA” means the Federal Housing Administration.

1.10. “FHLMC” means the Federal Home Loan Mortgage Corporation.

1.11. “FIRREA” means the Financial Institutions Reform, Recovery and Enforcement Act of 1989.

1.12. “FNMA” means the Federal National Mortgage Association or any successor thereto.

1.13. “Formal Complaint” means a Complaint received via: (i) any means from any state or regulatory

agency, including but not limited to Attorney General offices, Congressman offices, and the Consumer

Financial Protection Bureau; and (ii) electronic mail, fax, or letter that is addressed to the Chief Executive

Officer, Branch Manager, President or other member of TPO’s senior management.

1.14. “GNMA” means the Government National Mortgage Association or any successor thereto.

1.15. “Mortgage” means a valid and enforceable Mortgage, Deed of Trust, or other Security Instrument

creating a first or second lien upon described real property improved by a one-to-four family residential

dwelling, which secures a Mortgage Note.

1.16. “Mortgage Documents” means all documents and instruments required by MLS and applicable law

pertaining to a particular Mortgage Loan.

1.17. “Mortgage Loan” means a loan to individuals which is secured by a Mortgage and is subject to this

Agreement.

1.18. “Mortgage Loans” means each and every Mortgage Loan, which is subject to this Agreement.

1.19. “Mortgage Loan Application” or “Mortgage Loan Applications” means an application for a

Mortgage Loan processed by TPO in accordance with the lending requirements of MLS, including but not

limited to those contained in the MLS Guide, the terms of this Agreement, all applicable governmental

regulations, and the generally accepted practices and procedures within the mortgage industry.

1.20. “Mortgage Note” means a written promise to pay a sum of money at a stated interest rate during a

specified term that is secured by a Mortgage.

1.21. “Repurchase” means the obligation of the TPO to purchase a Mortgage Loan from MLS which was

previously transferred and/or sold to MLS by the TPO.

1.22. “RESPA” means the Real Estate Settlement Procedures Act of 1974 (12 U.S.C. 2601, et seq.), as

amended from time to time.

1.23. “Servicing Rights” or “Servicing” means the rights, title, and interest in and to the servicing of the

Mortgage Loans and the maintenance and servicing of the escrow accounts, along with the right to receive

the servicing fee income and any and all ancillary income arising from or connected with all such

Mortgage Loans.

1.24. “Underwrite” or “Underwriting” means the examination of a Borrower’s application, credit history,

income and financial resources for the purpose of determining whether to extend credit to such Borrower.

1.25. “MLS Underwriting Guidelines” means the underwriting guidelines established or adopted by MLS

as they may be amended, supplemented or restated by MLS from time to time.

1.26. “VA” means the United States Department of Veterans Affairs.

ARTICLE II

PURCHASE AND/OR FUNDING OF LOANS

2.01. Purchase and/or Funding of Loans by MLS. From time to time during the term of this Agreement,

MLS will have an option to purchase and/or fund and TPO will have an option to sell all right, title, and

interest in and to eligible Mortgage Loans and the related Servicing Rights in accordance with the terms

set forth in this Agreement. Nothing in this Agreement shall be construed as obligating MLS to purchase

and/or fund any Mortgage Loans. MLS in its sole discretion, reserves the right to reject any Mortgage

Loan for any reason.

2.02. MLS Loan Requirements. From time to time during the term of this Agreement, MLS will advise

TPO regarding the types of FHA, VA, GNMA and conventional Mortgage Loan products it is interested

in purchasing and/or funding (individually a “Mortgage Loan Product” and collectively the “Mortgage

Loan Products”), including, without limitation, information concerning interest rates, loan limits, loan-

to-value, ratios, points, fees and underwriting requirements. Any commitment from MLS to TPO to

purchase and/or fund any Mortgage Loan or Mortgage Loans or Mortgage Loan Applications will be

issued in accordance with MLS’s current lending policies and shall be in MLS’s sole and absolute

discretion. Such commitment must be in writing and be signed by an authorized employee of MLS and

the terms of such commitment will be applicable only to the Mortgage Loan or Mortgage Loans specified

therein. MLS may, in its sole and absolute discretion, cancel or discontinue any of the Mortgage Loan

Products, with or without notice to the TPO. MLS will attempt to give advance notice of such changes but

shall have no obligation to do so.

MLS will consider for purchasing and/or funding Mortgage Loans provided the following requirements

are met by TPO:

(a) TPO understands and acknowledges that Midwest will only purchase and/or fund Mortgage Loans

that satisfy Qualified Mortgage standards outlined in 12 CFR §1026.43;

(b) All Mortgage Loans shall meet MLS’s lending requirements, contained in the MLS Underwriting

Guidelines, at sole discretion of MLS;

(c) If it elects to do so, MLS will purchase or/fund Mortgage Loans according to the terms and conditions

more specifically described in Addendum(s)_______;

(d) Upon payment by MLS of the purchase price for each Mortgage Loan purchased and/or funded, all

rights, title and interest in and to said Mortgage Loan shall be assigned and transferred by the TPO to MLS

free and clear of all claims, liens and encumbrances whatsoever;

(e) Each Mortgage Loan shall be transferred and/or sold to MLS on a “servicing released” basis meaning

that TPO shall release, transfer, convey and assign in a form and manner acceptable to MLS, all of TPO’s

rights, title and interest in and to the Mortgage Loan, including, without limitation, the right to provide

mortgage servicing in connection therewith; and

(f) All FHA, VA, conventional and select Bond Program Mortgage Loans shall be closed in the name of

MLS, unless another name is specifically authorized by MLS in writing in advance of closing.

2.03. Pricing of Loans; Lock-in Rates.

(a) MLS will provide price protection for the Mortgage Loans which it agrees to purchase and/or fund in

the form of a written lock-in confirmation pursuant to its lock-in policies and in accordance with MLS’s

lending requirements. The time at which the interest rate for a Mortgage Loan is locked in shall be at

TPO’s option, provided, however, a Mortgage Loan with a locked in interest rate must be presented to

MLS for purchase and/or funding before the expiration of the lock-in period. For purposes of the

Agreement, the “lock-in period” shall be determined in accordance with MLS’s lending requirements. If

a Mortgage Loan is not presented for funding by MLS within the lock-in period, such Loan may be re-

priced at the sole option of MLS. The transfer or sale by TPO of a Mortgage Loan locked in by MLS

during the lock-in period to another entity, shall constitute a violation of the Agreement, and the TPO shall

be liable, and promptly indemnify MLS, for any loss sustained as a result thereof by MLS. In addition,

TPO shall notify MLS immediately should any commitment by MLS for a locked-in Mortgage Loan be

canceled, withdrawn, or otherwise determined not to be set for purchase and/or funding by MLS.

(b) TPO will deliver the underwriting package to MLS no later than ten (10) calendar days prior to the

expiration of the lock-in period.

2.04 TPO’s Fees. Subject to all other provisions of this Agreement, including Section 7.18, TPO’s fee

shall be payable by MLS when a Mortgage Loan is closed and funded by MLS and TPO has:

(a) Obtained in writing from MLS a firm commitment for MLS’s interest rate, discount rate and ancillary

fees;

(b) Successfully negotiated with the Borrower(s) any fees in excess of MLS’s fees for the Mortgage Loan;

and

(c) Negotiated a spread premium fee from MLS for the Mortgage Loan, if applicable. MLS’s pricing is

published on a daily basis and is often adjusted several times throughout the day. All pricing is subject to

change without notice and no Mortgage Loan is price protected until MLS has issued a written lock

confirmation. TPO shall not be entitled to any fee if a Mortgage Loan does not fund, regardless of the

reason. In the event that any fees negotiated by TPO exceed those payable under applicable law, MLS

may reduce such fees to a level which is in compliance with applicable law, without notice to TPO. TPO’s

fees are payable only after MLS has first deducted all of its fees and charges from the loan proceeds. If

the mortgagor(s) fails to make any one (1) or more of the first three (3) mortgage payments due on his/their

mortgage loan, then TPO shall promptly reimburse MLS for all amounts paid by MLS to TPO in

connection with said mortgage loan.

ARTICLE III

GENERAL DUTIES, WARRANTIES & REPRESENTATIONS OF THE PARTIES

3.01. Duties of TPO. The TPO shall exercise its best efforts in connection with the performance of the

following duties:

(a) TPO shall take Mortgage Loan Applications in accordance with applicable law at its offices through

its employees and agents;

(b) TPO shall comply with all procedures established by MLS for the submission of Mortgage Loan

Applications under the Mortgage Loan Programs made available to TPO and contained in the MLS Guide;

(c) TPO shall confirm whether each Mortgage Loan Application meets the terms, conditions and

requirements established by MLS with respect to the Mortgage Loan Programs;

(d) After securing the requisite authority from the applicant(s), the TPO shall secure financial and credit

information from the applicant(s) and analyze the income and indebtedness of the applicant(s) to

determine the maximum reasonable Mortgage Loan obligations that the applicant(s) can bear;

(e) TPO shall: (i) educate the applicant(s) in regard to the home buying and financing process; (ii) advise

the applicant(s) about the different Mortgage Loan Programs made available by MLS; and (iii) explain to

the applicant(s) how the closing costs and monthly payments would vary under the each of the Mortgage

Loan Programs for which the applicant(s) may be eligible;

(f) TPO shall also: (i) verify the employment of the applicant(s); (ii) verify the deposits required; (iii)

initiate requests for mortgage loan verifications and payoffs; (iv) order an appraisal of the property; (v)

order the necessary title commitment; (vi) order a mortgage survey of the property; (vii) provide the

applicant(s) with all notices and disclosures required by law; and (viii) assist MLS in obtaining any

additional information reasonably required by MLS in order to consider the Mortgage Loan Applications

and/or facilitate the closing of all Mortgage Loans;

(g) TPO shall communicate with the applicant(s), real estate agent(s), and MLS in an effort to keep them

informed as to the status of the application and/or the Mortgage Loan transaction and any changes in the

terms of a Mortgage Loan within a reasonable time, and if MLS and other lenders represented by TPO

deny credit to the applicant, TPO will prepare and deliver to the applicant a denial notice meeting all

requirements of applicable law;

(h) TPO shall assist the applicant(s) in understanding and clearing credit problems;

(i) TPO shall notify MLS via electronic mail sent to [email protected] within five (5)

business days of receipt of any Formal Complaint relating to a loan application submitted to, underwritten

and/or closed by MLS and provide a copy of the Formal Complaint received;

(j) TPO shall perform such closing services as shall be reasonably required by MLS; and

(k) TPO shall further: (i) maintain the confidentiality of all non-public personal information collected in

connection with Mortgage Loan Applications; (ii) comply with all applicable privacy laws and other laws

with respect to the completion and processing of Mortgage Loan Applications; (iii) maintain an

information security program that meets the industry standards; and (iv) originate and process each

Mortgage Loan in full compliance with applicable law, the requirements of investors, and other written

communications of MLS, including but not limited to those contained in the MLS Guide.

(l) TPO agrees that it will not use for its own benefit or the benefit of any other person or entity and will

not disclose to any person or entity the confidential information relating to MLS which it has acquired or

which it may acquire during the term of this Agreement.

(m) TPO shall immediately notify MLS of any and all employee departures and/or terminations so as to

allow MLS to immediately cancel all passwords and logins for the departing employee.

3.02. Duties of MLS. MLS shall exercise commercially reasonable efforts in connection with the

performance of the following duties:

(a) MLS shall Underwrite or cause to be Underwritten every Mortgage Loan submitted by TPO under this

Agreement, provided, however, MLS shall have no obligation to issue a commitment for, or close a

Mortgage Loan which it determines, in its sole and absolute discretion, does not meet MLS’s Underwriting

requirements;

(b) MLS shall: (i) issue a loan approval if the Mortgage Loan Application complies with all MLS

requirements, including but not limited to those contained in the MLS Guide, and MLS elects to accept a

Mortgage Loan Application; or (ii) issue a notice of rejection in compliance with applicable law if MLS

determines that any Mortgage Loan Application submitted hereunder does not meet its Underwriting

standards, in its sole and absolute discretion;

(c) MLS shall duly consider each and every Mortgage Loan Application submitted by TPO and may rely

upon the materials and information supplied to it by the TPO as well as the authenticity and accuracy of

all signatures appearing on documents and instruments delivered to MLS; and

(d) Upon the issuance of a commitment to the Borrower, MLS shall generally proceed with Closing of

the Mortgage Loan in accordance with the terms and conditions set forth in the commitment to the

Borrower but MLS reserves the right, in its sole and absolute discretion, to cancel the purchase and/or

funding of any Mortgage Loan or Mortgage Loans for any reason which MLS determines to be material,

in its sole and absolute discretion.

3.03. TPO Warranties & Representations. TPO hereby warrants, represents and covenants to MLS with

regard to each Mortgage Loan submitted to MLS for purchase and/or funding that the following are true,

complete and correct in all material respects as of the date of such submission, as if such warranties,

representations and covenants are again made by TPO on those dates and shall continue to be valid and

accurate throughout the entire lending process. The representations and warranties of TPO set forth in this

Agreement are applicable whether or not non-employee contractors are used in lieu of employees of TPO

in fulfilling any of TPO responsibilities and obligations set forth in this Agreement

(a) TPO is duly organized, validly existing and in good standing in each jurisdiction in which it originates

Mortgage Loans delivered to MLS pursuant to this Agreement;

(b) The execution and delivery of this Agreement by TPO and the performance by TPO of the obligations

to be performed hereunder have been duly authorized by all necessary TPO resolutions;,

(c) TPO has complied with all applicable statutes, laws, rules and regulations, orders and decrees of all

federal, state, county and municipal authorities in connection with all such Mortgage Loans, including,

but not limited to all applicable federal consumer financial laws;

(d) TPO has qualified, registered and obtained all licenses and permits, and has taken all other requisite

actions required in order to originate all Mortgage Loans delivered to MLS pursuant to this Agreement;

and

(e) The execution and delivery of this Agreement and the transactions contemplated hereby are duly

authorized and binding on TPO.

3.04. MLS’s Warranties & Representations. MLS represents and warrants that MLS possesses all

necessary licenses from all regulatory authorities having jurisdiction over the Mortgage Loans to engage

in the activities contemplated by this Agreement.

3.05 Survival. All representations, warranties and covenants of TPO contained in this Agreement shall

survive the expiration and termination of this Agreement and shall continue in effect as to each Mortgage

Loan for so long as any amount due from the Borrower remains outstanding and unpaid.

ARTICLE IV

POST-CLOSING DOCUMENTATION

4.01. TPO’s Obligation Regarding Post-Closing Documents. TPO agrees that it is responsible for

assisting in obtaining and delivering post-closing documents required to complete closed Mortgage Loan

packages within the time frames established by MLS in its lending requirements or otherwise. MLS, in its

sole and absolute discretion, may exercise its option to NOT fund a Mortgage Loan if all underwriting

and/or closing conditions are not satisfied prior to funding. TPO understands that it is not authorized or

empowered to accept or clear any lending conditions of MLS. TPO further understands and agrees that if

TPO fails, neglects or refuses to obtain and deliver any post-closing documents reasonably required by

MLS, MLS shall have the unilateral right to offset the reasonable costs associated with securing such post-

closing documents against any amounts due TPO by MLS. TPO shall upon request from MLS, exercise

its best efforts to take all actions necessary, in a timely and accurate manner, to obtain corrections to any

and all loan documents deemed appropriate or desirable in MLS’s sole and absolute discretion and to

otherwise assist MLS in remedying any matter not in compliance with applicable law, regulations, or the

requirements of MLS, including assisting MLS in obtaining recorded documentation related to a Mortgage

Loan and title policies from closing agents, or to enable MLS to sell, convey, obtain guaranty for, or

market loans. The failure, refusal and/or neglect of TPO to secure post-closing documentation in a timely

manner shall entitle MLS to exercise a right of set off with respect to any amounts due TPO.

ARTICLE V

INDEMNIFICATION & REPURCHASE BY TPO

5.01. Indemnification by TPO. TPO agrees to indemnify, defend (by counsel acceptable to MLS), and

hold MLS harmless from and against any and all liabilities, claims, losses, damages and out of pocket

costs, including attorney’s fees and court costs (“individually a “Claim” and collectively the “Claims”):

(a) Resulting from any breach of this Agreement;

(b) Resulting from any act or omission by TPO in connection with any Mortgage Loan subject to this

Agreement;

(c) Arising from or in connection with TPO’s use of any non-industry standard form not provided or

approved by MLS in connection with any Mortgage Loan;

(d) Concerning miscalculations and other errors which result from TPO’s independent application and

processing procedures as well as for its misuse of forms required by MLS;

(e) Asserted against MLS under provisions of RESPA, including without limitation, claims based upon,

or arising as a result of, any payments received by TPO in the nature of rate spread premium, service

release premium, back points, discount points, TPO rebates, and the like;

(f) Incurred or paid by MLS as a result of the exercise of a right of cancellation or right of recession by

any Borrower in connection with a Mortgage Loan; and

(g) Extraordinary servicing costs or carrying costs related to any Mortgage Loan as a result of any of the

following circumstances: (i) any breach of any representation, warranty or covenant contained herein, or

any material breach of this Agreement; or (ii) if MLS is required to repurchase any Mortgage Loan which

it has sold to an investor, or which it has placed or pledged to a mortgage pool, which repurchase

requirement is a result of the Mortgage Loan being classified as a Defective Loan as the result of any act

or omission of TPO; (each a “Repurchase Event”), the TPO shall be obligated to promptly repurchase

such Mortgage Loan. If any Claim shall be asserted or brought against MLS by reason of any such act or

omission of TPO, TPO shall upon demand, obtain representation by legal counsel acceptable to MLS to

defend MLS against any such Claim and TPO shall pay all costs and attorney’s fees incurred in such

defense.

5.02. Terms of Indemnification.

(a) TPO may be required (at MLS’s option) to remit to MLS immediately upon demand a good faith

advance to be applied by MLS to cover any such Claim arising from such Repurchase Event, and

(b) TPO may be required (at MLS’s option) to remit to MLS immediately upon demand a non-refundable

loan administration fee, and

(c) TPO shall immediately upon receipt of notice from MLS confirming the occurrence of a Repurchase

Event, fully reimburse MLS for the rate premium and/or service release premium originally paid to TPO

at the time the Mortgage Loan was purchased by MLS, whether such premium was included in the gross

price paid or referenced separately, and

(d) TPO may additionally be required to remit to MLS immediately upon demand following a Repurchase

Event, any additional amount to cover actual loss to MLS not otherwise reimbursed by the good faith

advance or loan administration fee, as outlined above. Any good faith advance and additional amounts

required under Section 5.02(a) and/or 5.02(b) herein in excess of actual losses will be returned to the TPO

upon final loss reconciliation by MLS. TPO agrees that its failure to comply with the terms of the

indemnification sections within this Agreement shall give MLS the right to demand full repurchase of said

Mortgage Loan, and upon any such demand, TPO shall promptly repurchase such Mortgage Loan and

reimburse MLS for all costs and expenses associated therewith.

5.03. Right of Set-off. TPO grants MLS the right of set-off and MLS may deduct any fees, penalties,

damages, or other sums owed by TPO to MLS hereunder from the purchase price or loan funding of any

Mortgage Loans purchased from TPO and/or funded by MLS. MLS may also withhold, set-off and apply

any fees, expenses or other matters otherwise due and payable to TPO to any obligations of the TPO to

MLS. MLS shall have the right to withhold any fees or payments until the Loan file is complete and the

TPO has performed all of its obligations under this agreement.

ARTICLE VI

MISCELLANEOUS PROVISIONS

6.01. Amendment of Agreement. Except as set forth on Section 6.09, this Agreement may not be

amended except in writing executed by authorized representatives of both TPO and MLS.

6.02. Waiver Nonbinding. The failure of MLS to insist in any one or more instances upon strict

performance of any of the covenants, agreements, or conditions of this Agreement, or to the exercise of

any rights hereunder, shall not be construed as a waiver or a relinquishment for the future of such

covenants, agreements, conditions or rights, and any and all waivers must be in writing and be signed by

the party waiving its rights.

6.03. No Obligations To Make Loans. Nothing contained in this Agreement shall be construed to require

MLS to purchase and/or fund any Mortgage Loan or Mortgage Loans submitted by TPO pursuant to the

terms hereof. Approval and funding of any such Mortgage Loan or Mortgage Loans shall be in the sole

and absolute discretion of MLS, and said decision will be made on a loan by loan basis. TPO shall not be

obligated to submit any particular mortgage loan applications or any minimum number of loan

applications to MLS.

6.04. Force Majeure. Should any circumstance beyond the control of either party occur which delays or

renders impossible either party’s performance of their obligations herein, the performance of such

obligation shall be postponed for such time as such performance has had to be suspended or delayed on

account thereof or canceled if such performance necessarily has been rendered impossible by an event of

force majeure. Events of force majeure shall include, without limitation, "shut downs" regardless of the

cause, accidents, acts of God, labor strikes or other labor disputes, actions of regulatory and licensing

agencies, and any other similar circumstance beyond the control of the parties. An event of force majeure

does not relieve a party from liability for an obligation which arose before the occurrence of that event.

6.05 No Agency or Employment Relationship. Both parties understand and agree that this Agreement

does not create or establish a relationship of employer and employee between MLS and TPO, nor is it

intended that TPO will be MLS’s partner, joint venture partner or agent. TPO is an independent contractor,

and is hereby expressly prohibited from holding itself out as an agent, representative or employee of MLS

or of having any endorsement from or affiliation with MLS.

6.06. Term. This Agreement is for an initial term of one (1) year and shall automatically renew for

successive terms of one (1) year each, unless terminated pursuant to Section 6.07 below.

6.07. Termination. This Agreement may be terminated by either party for any reason, with or without

cause, breach or other justification, upon seven (7) days prior written notice, and may be terminated

immediately:

(a) For breach of any covenant, obligation, or duty herein contained; or

(b) For violation of any law, ordinance, statute rule or regulation governing the conduct of either party

hereto; or

(c) Upon the suspension, cancellation, or termination of any license or permit required by a party to

conduct business and/or perform its obligations hereunder; or

(d) If any warranty, representation or statement made by a party to this Agreement was false in any

material respect when made or furnished; or

(e) In the event a party becomes a debtor in any voluntary or involuntary bankruptcy proceeding; or

(f) In the event that a party shall become insolvent, fails to pay its debts as they become due, or makes an

assignment for the benefit of its creditors; or

(g) In the event of a seizure, execution or levy upon material assets of a party; or

(h) In the event of a dissolution of a party; or

(i) Upon the sale or disposition of a significant portion of the assets or equity interests of a party; or

(j) In the event that a trustee, custodian or receiver shall be appointed in connection with material assets

of a party. Termination shall not affect the obligations with respect to any Mortgage Loans submitted prior

to such termination, except that MLS shall not be obligated to purchase and/or fund any such Mortgage

Loans approved prior to termination if MLS terminates this Agreement for breach by TPO on the basis of

fraud, dishonesty, misrepresentation or negligence. In addition, termination shall not affect either party’s

obligations with respect to amounts previously owed to the other party pursuant to this Agreement, or

TPO’s indemnification obligations to MLS.

6.08. Current Financials & Document Retention. At MLS’s request, TPO shall provide to MLS its

year-end financial statements, including a balance sheet and income statement. If MLS acts as FHA or

VA sponsor for TPO, copies of all closing documents for Mortgage Loans funded by MLS shall be

retained by TPO for the time period required by FHA or VA. TPO is responsible for maintaining a

complete origination file containing all documents that were used in processing and underwriting a

Mortgage Loan.

6.09. MLS Amendments & Website. This Agreement, and MLS’s policies, procedures, requirements

and instructions concerning Mortgage Loan Applications and Mortgage Loans, including but not limited

to those contained in the MLS Guide, may be amended by MLS from time to time, and MLS will endeavor

to provide TPO with prompt notice thereof, which may occur by posting any such amendments on MLS’s

website, which TPO is required to regularly check and monitor as a condition of this Agreement. TPO

agrees that the submission of any Mortgage Loan Applications or Mortgage Loans to MLS after such

amendment shall be TPO’s agreement to the amendment without further signature or consent of any kind.

Any such amendment shall apply to prior, pending, and/or future Mortgage Loan Applications submitted

by TPO.

6.10. Quality Control. TPO shall permit any officer, employee or designated representative of MLS, at

any reasonable time during regular business hours, to examine, reproduce and make audits of any of the

processes implemented and documents in the possession or control of TPO regarding any Mortgage Loan

or Mortgage Loan Application submitted to MLS pursuant to this Agreement. If upon the request of MLS,

TPO fails to timely deliver all documents and records associated with or related to any Mortgage Loan or

Mortgage Loan Application submitted to MLS pursuant to this Agreement, TPO shall give MLS and its

officers, employees, or designated representatives reasonable access to TPO’s premises in order to allow

MLS to retrieve, prepare, reproduce and otherwise obtain all such documents and records. TPO shall also

make its officers, employees, and/or designated representatives available to MLS and shall cooperate with

MLS in connection with all such examinations, audits and document and record collection activities.

Further, TPO hereby consents and gives MLS permission to record telephone calls between employees

and independent contractors of MLS and TPO for quality control purposes and further, TPO represents

and warrants that it has obtained or will obtain all required consents and approvals of TPO’s current and

future employees and independent contractors authorizing MLS to record such phone calls.

6.11. TPO Advertising & Customer Privacy. TPO may advertise to the public the availability of various

loan programs and TPO’s services, but TPO may not, in any way, directly or indirectly identify MLS or

related parties in any such advertising unless: (i) required by applicable laws or regulations; or (ii) MLS

has, in advance, approved use of MLS’s name by the TPO in writing. TPO agrees to provide MLS upon

its request with model advertising samples in use at the time of application to do business with MLS, as

well as to notify MLS with questions on any substantive changes to those advertisements, or of any new

advertisements TPO uses. Without the prior consent of MLS, TPO shall not sell or distribute any customer

or contact list incorporating the names, addresses or any non-public personal information of such

Borrower(s) or Mortgagors.

6.12. Entire Agreement. The arrangements and relationships contemplated in this Agreement and/or any

document referred to herein constitute the sole understanding and agreement of the parties. No other or

further arrangements, understandings or discussions between the parties will be considered valid unless

they are in writing and executed by each of the parties, except as otherwise provided in this Agreement,

this Agreement supersedes all other agreements, covenants, representations, warranties, understandings

and communications between the parties, whether written or oral, with respect to the transactions

contemplated by this Agreement.

6.13. Invalidity & Severability. The invalidity or unenforceability of any particular provision of this

Agreement shall not affect the other provisions of this Agreement, and any provision determined to be

invalid and/or unenforceable by a court or tribunal of competent jurisdiction shall be revised and reformed

to make such provision valid and/or enforceable, if possible, to the fullest extent permitted by law,

otherwise this Agreement shall be construed as if such invalid or unenforceable provision was omitted.

6.14. Benefit & Assignment. TPO may not assign its rights and/or delegate its duties and obligations

under this Agreement without the written consent of MLS. MLS may assign its rights and/or delegate its

duties and obligations under this Agreement to any subsidiary, affiliate or successor in interest without

the consent of TPO. Subject to the foregoing, this Agreement shall be binding upon and inure to the benefit

of the parties and their respective heirs, legal representatives, successors and assigns.

6.15. Governing Law. This Agreement shall be governed by, and construed and enforced in accordance

with, applicable federal laws and the laws of the State of Michigan, without reference to conflict of laws

principles. The parties to this Agreement hereby unconditionally and irrevocably: (a) submit to the

exclusive jurisdiction of the Oakland County (Michigan) Circuit Court, or in the event that original

jurisdiction may be established, the United States District Court for the Eastern District of Michigan,

Southern Division, sitting in Detroit, Michigan (hereinafter the "Courts"), in any action arising out of this

Agreement; (b) agree that all Claims in any action must be decided in one of said Courts.

6.16. Attorney’s Fees. In the event a dispute arises under this Agreement between TPO and MLS, which

dispute results in legal action being taken by one or both of the parties, the prevailing party shall be entitled

to recover its reasonable attorney fees, costs and other expenses associated with the enforcement of its

rights under this Agreement, and the non-prevailing party hereby agrees to promptly pay same.

6.17. Early Payoffs. MLS is committed to the long term performance of its loans. As such, should any

Mortgage Loan delivered hereunder be paid off within one hundred eighty (180) days of the funding of

such Mortgage Loan for any reason, TPO shall promptly deliver to MLS the greater of: (a) any credit for

the rate paid by MLS to the borrower or TPO, in the aggregate; or (b) one (1%) percent of the amount of

the Mortgage Loan.

6.18. Enforceability & Construction. Any provision of this Agreement that is prohibited or

unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such

prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity

or enforceability of such provision in any other jurisdiction, and to this end, the provisions hereof are

severable. In the event any of the terms or provisions contained in this Agreement conflict with those

contained in other documents executed in connection with this Agreement, the terms and provisions of

this Agreement shall govern and control. In the event of any conflict, inconsistency or ambiguity between

the terms of this Agreement and those contained in any Addendum hereto or Amendment hereof, the terms

and conditions of such Addendum or Amendment shall be deemed to govern and control. Notwithstanding

the foregoing, in the event of any conflict, ambiguity or inconsistency between the terms and conditions

contained in this Agreement and those set forth in the MLS Guide, the terms and conditions of the MLS

Guide shall be deemed to supersede and control.

6.19. Counterparts & Electronic Signatures. This Agreement may be executed in one or more

counterparts, each of which shall constitute an original and all of which shall constitute the same

Agreement. The parties to this Agreement hereby further agree that due to their distant locations and/or

differing schedules, this Agreement may be executed via facsimile, electronic mail or electronic signature

and that a facsimile or electronic signature of this Agreement containing counterpart facsimile or

electronic or other signature shall be valid and binding for all purposes.

6.20. Notices. Any notices necessary to be given under the provisions of the Agreement will be sufficient

if in writing and delivered personally, by U.S. certified mail, return receipt requested or by any nationally

recognized express courier service to:

Midwest Loan Solutions

29777 Telegraph Road-Suite 3500

Southfield, MI 48034

Attention: TPO ADMINISTRATION

TPO: ________________________________________

________________________________________

________________________________________

Attn: ______________________________________

6.21. No Third Party Beneficiaries. The parties to this Agreement do not intend to confer benefits upon

any person or entity who or which is not a signatory to this Agreement.

6.22. Time Is Of The Essence. Time shall be of the essence for purposes of this Agreement as well as

with respect to all of the documents and instruments executed in connection herewith.

6.23. Interpretation. This Agreement (and all agreements, documents, instruments and/or addendums

referred to or incorporated into this Agreement) is being entered into among competent persons, who are

experienced in business and represented by counsel, and has been reviewed by the parties and their

counsel. Therefore, any conflicting or ambiguous language contained in this Agreement (and all

agreements, documents, instruments and/or addendums referred to or incorporated herein) shall not

necessarily be construed against any particular party as the drafter of such language.

6.24. WAIVER OF JURY TRIAL. TPO AND MLS ACKNOWLEDGE THAT THE RIGHT TO TRIAL

BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. MLS AND TPO,

AFTER CONSULTING COUNSEL OF THEIR CHOICE, EACH HEREBY KNOWINGLY AND

VOLUNTARILY, WITHOUT COERCION, WAIVE ALL RIGHTS TO A TRIAL BY JURY OF ALL

DISPUTES BETWEEN THEM.

6.25. Authorization. TPO hereby consents and gives MLS permission to obtain information about the

TPO. TPO agrees to provide written confirmation to MLS that it has conducted background checks on

any and all employees and independent contractors of the TPO that include, without limitation,

professional history information, criminal record information, credit information and other public

information. Further, at MLS’s request, TPO agrees to provide MLS with the adjudication criteria

associated with such background checks as well as the results indicating conformance to such criteria. At

MLS’s request, TPO also agrees to confirm in writing that the background checks of its employees and

independent contractors produced no violation(s) of applicable agency guidelines as well as all federal,

state and/or local laws by said employees and independent contractors. TPO consents to the release of

information to regulators and law enforcement agencies about any Mortgage Loan or loan application that

may be suspected to contain misrepresentations and/or irregularities. It is understood and agreed that TPO

and its employees may be named as the originator or loan officers on such Mortgage Loans, whether or

not TPO or its employees are implicated in any allegations of wrongdoing. TPO hereby releases and agrees

to indemnify, defend and hold harmless MLS from and against any and all liability for damages, losses,

costs and expenses that may arise from the reporting or use of any information submitted by MLS or used

in any way by MLS.

6.26. Authorization Release. TPO hereby consents to a review and confirmation of any and all

documents, records and other information related to its officers, directors, principals, and similarly situated

persons with strategic decision making authority in TPO and TPO as to their and its business professional

and financial reputation and standing, personal financial standing, fitness as a mortgage TPO, a concurrent

funding broker and/or wholesale correspondent, and such other information as may be received during the

review and confirmation to be provided to MLS. Every firm, company, governmental agency, court,

association or institution having control of any documents, records and other information pertaining to

TPO or any of its officers, directors, principals, and similarly situated persons with strategic decision

making authority in TPO is hereby authorized and requested to furnish, allow to be copied or otherwise

provide, information of the kind described above to MLS or its representatives, conducting the review and

confirmation. This authorization and request includes, but is not limited to, documents, records or files

regarding any charges or complaints filed against any of the aforementioned individuals, including any

complaints erased by law, whether formal or informal, pending or closed, and information from Interthinx,

Inc. database. TPO specifically authorizes and requests consumer credit reporting agencies to provide

personal credit history on any owner of TPO, executive officer of TPO, or similarly situated person with

strategic decision making authority in TPO to MLS. In consideration of the time and expense incurred in

reviewing and evaluating the application and qualifications of TPO and its officers, directors, principals

and similarly situated persons with strategic decision making authority in TPO as to its and their fitness

as a TPO for MLS, and to facilitate the providing of information for the review and confirmation by MLS,

on behalf of the aforementioned persons and TPO, on behalf of itself and its officers, directors, principals,

and similarly situated persons with strategic decision making authority in TPO, hereby releases,

discharges, exonerates and covenants not to sue any person, company or governmental organization

providing information in the review and confirmation, any recipient of information, including MLS, its

representative, its parent, sister and affiliate companies and its and their officers, agents, employees and

independent contractors, from any and all liability of every nature and kind arising from or in connection

with the furnishing of information, the inspection of documents, records and other information, and the

preparation of the review and confirmation of the information provided to MLS.

WHEREFORE, the parties hereto have executed the above and foregoing Agreement as of the day and

year first above written.

Midwest Loan Solutions TPO Name_______________________________

By: ____________________________________ By: ________________________________________

Name: __________________________________ Name: _____________________________________

Its: _____________________________________ Its: ________________________________________

ADDENDUM A

OBLIGATIONS AND RIGHTS

OF THE PARTIES AS TO THE SERVICES Non-Delegated Correspondent

Under the Wholesale Third Party Origination Agreement, TPO is to perform Non-Delegated

Correspondent Services. MLS will be offered an opportunity to purchase each Mortgage Loan that meet

the requirements set forth in the Agreement from TPO. If MLS elects not to purchase a Mortgage Loan,

then TPO shall be solely responsible for deciding whether to sell a Mortgage Loan on the secondary

mortgage market or retain a Mortgage Loan for its portfolio.

I. OBLIGATIONS OF TPO.

A. TPO shall perform the following services:

1. Accept an Application from an applicant.

2. Prepare documents requesting information to complete the Application and assist the applicant(s)

in obtaining information to complete the Application.

3. Process the Application.

4. Notify applicants of MLS’s credit decision.

5. Prepare Documentation for Mortgage Loans that are approved by MLS and accepted by applicants.

6. Arrange for a Mortgage Loan closing on a mutually agreeable date.

7. Arrange for a life of loan flood certification service and tax service.

8. Perform all post-closing functions.

9. Arrange for the Closing Agent to disburse Mortgage Loan proceeds and borrower funds.

10. Arrange for the Closing Agent to timely record lien releases for paid-in-full Loans.

11. Record Mortgage and/or Mortgage assignments naming Mortgage Electronic Registrations

Systems, Inc. (“MERS”) as the mortgagee.

12. Register Loans on the MERS® System.

13. Organize and review the Essential Mortgage File Documents for completeness.

B. TPO is responsible for funding each Mortgage Loan with its own funds on the Closing Date or, in

the event of a loan subject to a right to cancel, on the day after it is confirmed that there was no rescission.

C. All Essential Mortgage File Documents will state that TPO is the Originator and Lender. The Loan

Application, Note and Mortgage shall contain TPO’s National Mortgage Loan System (NMLS)

identification number and the name and NMLS identification number of the person principally responsible

for origination of the Loan.

D. TPO shall ensure that all Loans conform to all federal statutes, rules and regulations and applicable

state statutes and regulations with respect to the origination of Loans.

E. After the closing of each Loan, MLS shall: (a) receive an executed closing package from the

Closing Agent; (b) inspect the documents in the closing package for completeness; and (c) evaluate

whether the Closing Agent complied with the closing instructions.

II. OBLIGATIONS OF MLS

1. Underwrite Applications received from TPO according to MLS Underwriting Guide.

2. Notify TPO of the credit decision.

III. LOAN PURCHASE OFFER

A. MLS will have an option to purchase a Closed Loan from TPO under the terms set forth in the

Agreement. TPO shall forward an offer to sell a loan together with a copy of the Note and the following

documents to MLS for review no sooner than three business days after the Closing:

1. The Essential Mortgage File Documents;

2. A statement showing the unpaid Principal Balance and the credit limit of the Mortgage Loan, if

applicable, the amount of periodic installments, and the date(s) to which principal, interest and any

escrows have been paid; and, if available, a ledger card or ledger history reflecting all receipts and

disbursements from the inception of the Loan, including the date of each receipt or disbursement; and

3. A copy of the Essential Mortgage File Documents, and all other disclosures and notices prepared

in connection with the Loan.

4. Access to an electronic copy of Loan records and documents required by law, including, but not

limited to, the following:

• Note.

• Endorsed Note.

• Certified copy of Mortgage.

• Certified copy of Mortgage Assignment, if any.

• Recorded Mortgage.

• Assignment of recorded Mortgage, if applicable.

• Applicable mortgage riders, (i.e. PUD, Condo, ARM, etc.).

• Review of fire and hazard insurance policies showing MLS and its successor and/or assigns as

being an insured mortgagee and loss payee.

• Title policy/endorsement thereto showing MLS and its successors and/or assigns as having a first

lien Mortgage of record.

• Private mortgage insurance commitment, if applicable.

• HUD-1Settlement Statement.

• Signed Application.

• Credit documents, i.e. verification of employment, probability of future employment, verification

of deposits, etc.

• Original appraisal and pictures, if applicable.

• Federal Truth-In-Lending disclosure statement.

• Final Title Policy.

• Private mortgage insurance certificate when issued.

• Documentation required by the National Flood Insurance Act.

IV. LOAN SALE

A. TPO represents and warrants to MLS, its successors and assigns, that its employees are licensed,

registered, exempt from licensing, or otherwise authorized to perform TPO’s obligations with respect to

Mortgage Loans in the States where the Subject Property securing each Mortgage Loan sold under this

Agreement is located.

B. TPO and MLS agree that each Mortgage Loan offered to MLS for purchase and accepted by MLS

shall be sold to MLS servicing released:

C. On the Settlement Date for each Mortgage Loan to be purchased by MLS:

1. TPO shall deliver the Note endorsed in blank (or equivalent allonge attached to the Note) and such other

documents as may be reasonably required to transfer, assign and convey to MLS all of TPO's right, title

and interest in the Loan, and deliver all documents reasonably required to complete the transaction and

qualify the Loans for sale to a secondary market buyer.

2. MLS shall pay TPO the Purchase Price described in Addendum B as consideration for each Loan

purchased by MLS.

3. Electronic copies of Essential Mortgage File Documents shall be available for download by MLS

for thirty (30) days following the Settlement Date.

V. Warranties as to Each Loan by TPO. TPO makes the following warranties as to each Loan

purchased by MLS:

A. TPO is the sole owner of the offered for sale to Credit Union, and has the right to sell, transfer,

and assign the Mortgage Loan on the terms herein set forth. TPO has not sold, assigned or otherwise

transferred any right or interest in or to the Mortgage Loan and has not pledged the Mortgage Loan as

collateral for any loan or obligation or other purpose. It is the express intention of the parties that the

transactions contemplated by this Agreement be, and be construed as, a sale of the Loans by TPO and not

a pledge of the Mortgage Loans by TPO to MLS to secure a debt or other obligation of TPO. The

assignment of the Mortgage Loan by TPO to MLS validly transfers such Mortgage Loan to MLS free and

clear of any pledges, liens, claims, encumbrances, mortgages, charges, exceptions and/or security

interests. The Subject Property is free and clear of any pledges, liens, claims, encumbrances, mortgages,

charges, exceptions and/or security interests except for items identified on the applicable Title Evidence

that are expressly permitted by MLS, and except for one or more of the following “Permitted Exceptions”:

1. The lien of current real property taxes and assessments not yet due and payable;

2. Covenants, conditions and restrictions, rights of way, easements, and other matters of the public

record as of the date of recording acceptable to prudent mortgage lending institutions generally; and

3. Other matters to which like properties are commonly subject which (i) do not materially interfere

with the benefits of the security intended to be provided by the Mortgage and (ii) do not affect

marketability or the sale price of the Mortgage Loan, securitization of the Mortgage Loan, or otherwise

affect a transfer of the Mortgage Loan;

B. TPO represents and warrants to MLS, as of each Settlement Date with respect to each Mortgage

Loan purchased, that MLS has conducted a reasonable inquiry (consistent with the standard of care

exercised by prudent lending institutions originating assets of the type to which that representation or

warranty applies) to assure the accuracy and completeness of the following statements, and the following

statements are not incomplete or inaccurate:

1. All information furnished to MLS by TPO with respect to the Mortgage Loan(s) is true and correct

in all material respects as of the Settlement Date;

2. Each Note and Mortgage and the related assets are in every respect genuine, are the valid

instrument they purport on their face to be, are the legal, valid, binding and enforceable obligation of the

Borrower thereunder and not subject to any discount, allowance, setoff, counterclaim, presently pending

bankruptcy or other defenses; none of the Notes, Mortgages, or Related Assets are forged or have affixed

thereto any unauthorized signature or have been entered into by any persons without the required legal

capacity; and no foreclosure (including any non-judicial foreclosure) or any other legal action has been

brought by TPO or any senior lienholder in connection therewith;

3. Except as has been disclosed to and agreed to by MLS in writing, there is no agreement with the

Borrower regarding any variation of the interest rate and schedules of payment (except as described in the

Note and Mortgage) or other terms and conditions of the Mortgage Loan, no Borrower has been released

in whole or in part from liability on the Note, and no portion of the Subject Property has been released

from the Mortgage;

4. No Subject Property is subject to a ground lease;

5. The Mortgage Loan is secured by a valid Mortgage, of the agreed upon priority, on real property

containing a single family residential structure that is a fixture to the real property, and such Mortgage has

been properly sent to the appropriate public recording official to be filed, recorded or otherwise perfected

in due course in accordance with law applicable to the subject property;

6. TPO has made all disclosures required by federal, state or local law;

7. TPO holds Title Evidence, for itself, its successors and assigns, in accordance with the MLS

Underwriting Guidelines. If MLS purchases a Mortgage Loan having relied on a marked-up title

insurance binder or title certificate rather than a title insurance policy, TPO shall deliver to MLS the

original title insurance policy promptly upon its receipt thereof;

8. As of the Settlement Date, TPO has transferred to MLS all of its right, title and interest in the

Note(s), Mortgage(s) and Related Assets for each Loan purchased free and clear of any pledge, liens,

claims, encumbrances, mortgages, charges, exceptions or security interests, but subject to any permitted

exceptions, if applicable;

9. The Note and Mortgage contain customary, valid, legal and enforceable provisions such as to

render the rights and remedies of the holder thereof adequate for the realization against the mortgage

property of the benefits of the security provided thereby; provided that (i) the enforceability of the Note

and Mortgage (and, to the extent applicable, the other documents and agreements described in this sub-

paragraph) may be limited by bankruptcy, insolvency, rehabilitation, liquidation, conservation,

dissolution, reorganization, moratorium (each hereinafter referred to as “insolvency”) or other similar laws

affecting the enforcement of rights of creditors generally, as such laws would apply in the event of the

insolvency of the borrower; (ii) the enforceability of the Note and Mortgage may be limited by general

principles of equity (whether enforcement is sought in a proceeding in equity or at law); and (iii) the

enforceability of certain rights and remedies provided in the Note and Mortgage are or may be unavailable

or limited by certain laws and judicial decisions. In respect to such last qualification, however, none of

such laws and judicial decisions will render the Note and Mortgage invalid as a whole and, in the event

of a material breach of a material covenant in the Note and Mortgage, MLS may exercise remedies that

would be normally available to a secured lender;

10. The proceeds of the Mortgage Loan have been fully disbursed according to the closing instructions

at least one Business Day prior to the Settlement Date. TPO funded the Loan with its own funds;

11. There are no mechanic's liens or similar liens or claims for work, labor or materials affecting the

Subject Property;

12. There is no default, breach, violation or event of acceleration existing under any senior mortgage

which would constitute a default, breach, violation or, with notice, and the expiration of any grace or cure

period, would authorize acceleration of the principal balance due under the Note and Mortgage;

13. The Mortgage Loan has not been satisfied, canceled, modified, subordinated or rescinded;

14. The Mortgage Loan complies with all of MLS’s Underwriting Standards; and

15. The Loan is in compliance with the Federal National Mortgage Association’s Anti-Predatory

Lending Policies;