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19440 Golf Vista Plaza, Suite 310

Lansdowne, VA 20176

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

American Bank Mortgage Group
Attn: Neil Wadhwa
19440 Golf Vista Plaza, Suite 310
Lansdowne, VA 20176

1. Completed Original Loan Broker Agreement executed & attested by authorized individuals;
2. Completed Original Broker Application;
3. Most recent two years audited financial statements or corporate tax returns;
4. Copy of Organizational Documents (ie Articles of Incorporation, By-Laws, Partnership
Agreement etc)
5. Copy of current Errors & Omission, Fidelity Bond & General Liability Insurance;
6. Authorization – Secretary’s Certificate;
7. Name, address, business and fax numbers for all branch offices
8. Provide a current copy of all state mortgage broker or mortgage lending licenses for each
9. Current list of all loan originators by branch office;
10. Resumes of key corporate officers including Loan Processing and Underwriting Mangers;
11. Completed original W-9 Form (enclosed);


Neil Wadhwa
American Bank Mortgage Group
Leesburg Wholesale Division Manager
703-574-3914 Direct
703-891-9416 Fax

Account Executive: _____________________________________

9001 Edmonston Road, Suite 100
Greenbelt, MD 20770
Main: 301-315-1700
Toll Free: 877-903-1393
Fax: 703-891-9416

Broker Application

Date: _______________________

Company Name: _________________________________ Telephone #:_________________
Address:________________________________________ Fax #: _____________________
Type of Ownership: Corporation:_____ Partnership: ______ Sole Prop.: ___________
Date Established:_________ Tax Payer Identification ( Federal ID or SS # ): _____________
Number of Offices: __________ (If more than one, please attach additional listing)
Number of years actively engaged in mortgage lending/ brokering: _____________________
Type of Organization:
Mortgage Broker: ________ Mortgage Lender/Banker: _________
Insured Institution: _______________

Principals/Corporate Officers:
_______________________________________ ________________________________
(Name) (Title)
(Social Security Number)

_______________________________________ ________________________________
(Name) (Title)
(Social Security Number)

_______________________________________ ________________________________
(Name) (Title)
(Social Security Number)

_______________________________________ ________________________________
(Name) (Title)
(Social Security Number)

_______________________________________ ________________________________
(Name) (Title)
(Social Security Number)

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

Annual FNMA/FHLMC or Conventional Jumbo loan volume:
Current Year $ _____________________ # _____________
Previous Year $ _____________________ # _______________
Average Loan Size: $_________________
Annual FHA loan volume:
Current Year $ _____________________ # _____________
Previous Year $ _____________________ # _______________
Average Loan Size: $_________________

Annual Non-Agency / ALT A / Sub-Prime loan volume:
Current Year $ _____________________ # ________________________
Previous Year $ _____________________ # ________________________
Average Loan Size: $_________________

Applicant Licensed in the following states:
State: ______ State License #: ___________ Effective Date: __________ Exp. Date: ________
State: ______ State License #: ___________ Effective Date: __________ Exp. Date: ________
State: ______ State License #: ___________ Effective Date: __________ Exp. Date: ________
State: ______ State License #: ___________ Effective Date: __________ Exp. Date: ________

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

WAREHOUSE LENDER:_______________________________________________
Address : _____________________________________________________________
Contact : _______________________________ Phone : _______________________
Address : _____________________________________________________________
Contact : _______________________________ Phone : _______________________
Address : _____________________________________________________________
Contact : _______________________________ Phone : _______________________

Address : _____________________________________________________________
Contact : _______________________________ Phone : _______________________

American Bank Mortgage Group's Compliance Group will contact at least 2 references
in order to finalize the Approval process. Please have a phone # for each and back-up
contacts or references to speed up the process for our team. Thank you!

1. Have principals operated as a Mortgage Broker or Banker under a different name?

If yes , please explain _____________________________________________
2. Has any mortgage lender/investor, government agency, or mortgage insurer suspended,
terminated or revoked Broker’s, principals’ or employees’ ability to do business. Yes ____
No____ ( if yes, attach letter of explanation )

3. Is your company:

a) An FHA approved mortgagee?
( ) YES ( ) NO

If yes, FHA ID:____________

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

If yes: FNMA #:______________ FHLMC#________________

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

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

If yes, please list sponsoring Lenders:______________________

5. Does your company desire to become a sponsored FHA correspondent lender of American
Bank. ( ) Yes ( ) No
If Yes, Please include FHA Approval Letter with Application
6. Does your company have a quality control (spot check) and / or internal system which reviews
the authenticity of the information contained in your loan origination or purchase program?
( ) YES ( ) NO

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

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

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

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

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

The foregoing information supplied by the applicant is true to the best of the applicant’s knowledge. The
applicant understands that a misrepresentation in this application constitutes cause for disqualification or
suspension as a Broker of American Bank. The undersigned applicant hereby authorizes American Bank, as
it deems necessary, to obtain verification of the information provided herein.

____________________________________ ________________________________
Broker Date

_____________________________________ _________________________________
Authorized Signature Title

9001 Edmonston Road, Suite 100
Greenbelt, Maryland 20770
Main: 301-315-1710
Toll Free: 877-903-1393
Fax: 301-572-5548

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

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

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

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


1.1 General Provisions. Broker agrees from time to time to submit and convey loan application
packages to Lender, and provide certain additional services and facilities to Lender, subject to and
upon the terms and conditions contained in this Agreement and in all other materials, including
without limitation, interest rate sheets, product profiles, underwriting standards, marketing
materials or other guides, loan commitments, closing instructions, other communications,
announcements or guidelines provided by Lender to Broker from time to time (collectively, the
“Lender’s Guidelines”). Notwithstanding the generality of the foregoing, with respect to all FHA-
insured or VA-guaranteed mortgage loans (collectively, “FHA/VA Loans”), Lender’s Guidelines
shall be deemed to include any and all program handbooks, announcements and other guidelines,
including, but not limited to, mortgagee letters, announced or distributed in writing by the FHA
and VA. Lender, in its sole discretion, may decide to underwrite, close and fund certain
residential mortgage loans (a “loan” or collectively, the “loans”) submitted by Broker, including,
without limitation, conventional, FHA and VA residential mortgage loans.

1.2 Origination, Closing, Funding, and Preparation of Documents. All loans subject to this
Agreement will be originated by Broker and may not be originated by any third party. The Loans will close
in the Lender’s name with Lender’s funds and Lender will prepare the loan documents required (“the Loan

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

1.4 Pricing.

a.) Lender will from time to time provide Broker with pricing setting forth interest rates, discount
points, lock-in periods, and such other terms as Lender in its sole discretion shall determine.
Lender reserves the right to change pricing at any time and is under no obligation to notify
Broker of changes in terms or pricing.
b.) Any discount or premium collected by Broker in excess of Lender’s pricing may be retained
by Broker, provided that Broker complies with all applicable state/federal laws and
regulations. In addition, all fees collected by the Broker must be reasonable for its market.
Lender may refuse to accept or fund a loan if the discount points, origination fees or other
charges are viewed by Lender to be excessive.

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

1.6 Appraisals. Each credit package submitted by Broker must contain an acceptable appraisal
prepared on the current Fannie Mae (“FNMA”)/ Federal Freddie Mac (“FHLMC”) appraisal form
applicable to the mortgage property (“the Mortgaged Property”) by an appraiser acceptable to the
Lender, in its sole discretion.

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

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

1.8 Broker Compensation. Subject to the full satisfaction of the conditions specified herein, Lender
shall compensate Broker on a loan-by-loan basis according to Lender’s Guidelines for each loan
Lender closes and funds pursuant to this Agreement. When the proceeds of the loan have been
disbursed to, or for the benefit of, the borrowers under a loan, that loan shall be deemed to be
“funded” by Lender. Compensation will be paid in the manner and at the time specified by
Lender. Broker shall properly and fully disclose all such compensation to the borrower in
accordance with applicable law. No compensation shall be owed by Lender to Broker on account
of any loan package, which is not closed and funded. Broker and Lender agree that the
compensation paid by Lender to Broker pursuant to this Agreement is to compensate Broker for
the purchase of all of Broker’s right, title and interest in and to each loan funded by Lender, for
services performed by Broker in connection with such funded loans, and in recognition of the
value to Lender of the use of Broker’s staff and facilities in connection with the origination of the
loan. The parties agree that, notwithstanding any provisions in this Agreement to the contrary, the
compensation paid to Broker shall not be greater than the “reasonable value” of the goods,
facilities and other services provided by Broker. For FHA/VA Loans, such compensation shall not
be in an amount that would cause any loan to violate any of the FHA/VA guidelines.

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

2. REPRESENTATIONS AND WARRANTIES In order to induce Lender to close and fund the
Loans, Broker represents and warrants at the time of the origination, closing, and funding of each
Loan, as follows, with respect to the Broker and with respect to the Loan in question, as applicable:

2.1 Due Organization and Good Standing. Broker is duly organized, validly existing, and in good
standing under the laws of the jurisdiction of its organization. To the extent required by applicable
law, Broker is properly licensed and qualified to transact business in all appropriate jurisdictions,
including the jurisdiction in which the Mortgaged Property is located, and to conduct all activities
performed with respect to the origination of its mortgage loans. . If Broker submits any loans that
are intended to be FHA-insured or VA-guaranteed, Broker is either (i) approved to originate and
submit loans to VA for VA approval, (ii) approved to underwrite mortgage loans with
“Automatic” approval, or (iii) approved as a VA authorized agent with underwriting performed by
Lender. With respect to any FHA loan submitted to Lender, Broker is either (i) approved by FHA
to participate in its “Direct Endorsement” mortgage insurance program or (ii) a FHA sponsored
lender with underwriting performed by Lender.

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

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

2.4 No Litigation. No litigation is pending or, to Broker’s knowledge, threatened, which, if
determined adversely to Broker, would adversely affect the execution, delivery or
enforceability of this Agreement or the ability of Broker to originate the Loan, or which
would have a material adverse effect on the financial condition of Broker.

2.5 Compliance with Laws. The Loan and the practices of Broker in connection with the
origination of the Loan fully comply with all applicable federal, state, and local laws,
regulations, statutes, and court decisions governing the making and sale of such Loans,
including but not limited to, the federal Truth-in-Lending Act, as amended, the federal
Equal Credit Opportunity Act, as amended, the federal Real Estate Settlement Procedures
Act, as amended, the federal National Flood Insurance Act, as amended, the federal Fair
Credit Reporting Act, as amended, the federal Fair Housing Act, as amended, the federal
Right to Financial Privacy Act, as amended, the federal Community Reinvestment Act, as
amended, the federal Home Mortgage Disclosure Act, as amended, the Bank Secrecy Act as
amended, the Patriot Act as amended, the Homeowners Equity Protection Act, as amended and all
laws, statues, regulations, and court decisions limiting or regulating interest rates, usury, loan
terms, and escrow or impound practices. If any law, regulation, statue, or court decision would not
allow Broker to properly originate a Loan in accordance with the terms and conditions hereof, such
Loan shall be deemed in violation of this representation and warranty and shall be undeliverable
under this Agreement, unless Broker has received a written waiver thereof from Lender. Broker
acknowledges that Broker is charged with, and is fully responsible for, having full knowledge and
understanding of, and acting in accordance with, all such federal, state, and local laws, regulations,
statues, and court decisions. Lender strongly encourages Broker to seek the advice of counsel
relating to the correct interpretation and application of all such laws, regulations, statues, and court

2.6 Broker’s Origination Practices. The origination practices used by Broker with respect to the
Loan have been in all respects legal, proper, prudent, and customary in the loan origination
business. Broker represents and warrants to Lender that all statements, documents, disclosures
and other material submitted to Lender on borrower’s behalf are and will be true, accurate and
correct in all respects.

2.7 Setoff for Loan. To the best of the Broker’s knowledge the loan is not subject to any set- off,
counterclaim, defense, or cause of action.

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

2.9 Hazard and Flood Insurance. All improvements upon the Mortgaged Property are insured (i) by
insurer that is acceptable to Lender (ii) against loss by fire, hazards of extended coverage, and such
other hazards as are customary in the area where the Mortgaged Property is located, and (iii) in an
amount which is at least equal to the outstanding principal balance of the Loan or the full
replacement value of the Mortgaged Property, whichever is less. All individual insurance policies
contain a “standard” or “New York” mortgagee clausing naming Lender and its successors and
assigns as mortgagee, and all premiums thereon have been paid. If the loan documents obligate the
borrower to maintain the hazard insurance policy at borrower’s cost and expense, and the borrower
fails to do so, the holder of the Loan is authorized to obtain and maintain such insurance at the
borrower’s cost and expense and to seek reimbursement therefor from the borrower. If the
Mortgaged Property is in an area identified in the Federal Register by the Flood Emergency
Management Agency as having special flood hazards (and flood insurance has been made
available), Lender will require a paid up flood insurance policy meeting requirements of the
guidelines of the Federal Insurance Administration in effect as of the closing date with an
acceptable insurance carrier, in an amount representing coverage not less than the least of: a) the
outstanding principal balance of the Loan; b) the full insurable value of the Mortgaged Property;
c) the maximum amount of insurance which is available under the Flood Disaster Protection Act
1973, as amended.

2.10 Appraisal: To the best of the Broker’s knowledge the appraisal has been completed in
with the standards promulgated pursuant to Sections 1101-1125 of the Financial Institutions
Reform, Recovery and Enforcement Act of 1989 (12 U.S.C. 3331, et seq.) as amended,
all federal regulations promulgated thereunder, and the appraisal conforms to the Uniform
Standards of Professional Appraisal Practice as promulgated by the Appraisal Standards Board
The Appraisal Foundation. The appraisal has been completed by an appraiser approved by
and licensed or certified by the state in which the Mortgage Property is located.

2.11 No Knowledge of Broker: Broker has no knowledge of any circumstance or condition with
respect to the Loan, the Mortgaged Property, the borrower, or the borrower’s credit standing that
can reasonably be expected to cause the Loan to become delinquent, or to affect adversely the
value or the marketability of the Loan.

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

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

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

3.1 Services to be Performed by Broker: Broker will furnish the following goods and will perform
the following services in connection with loan origination to obtain compensation from Lender as
defined above:
(a) Taking information from the borrower and assisting the borrower in filling out and
submitting the loan application and all forms required as part of the application.
(b) Educate the borrower in the home buying and financing process, advise the borrower
of the different types of loan products available and demonstrate how closing and
monthly payments would vary under each product.
(c) Collect financial and credit information deemed necessary by Lender, including tax
returns, bank statements, and other related documents that are part of the application
process and submit those documents and information to Lender.
(d) Order appraisals relating to the subject property and transmit those documents to
(e) Order verification of employment, verifications of deposits, verification of mortgage,
and other loan verification (when required by the selected loan program).
(f) Order inspections or engineering reports (when required by the selected loan
(g) Order legal documents as requested by American Bank.
(h) Inform the borrower of any conditions required to be cleared prior to final approval or
closing and satisfying those conditions or causing them to be satisfied.
(i) Schedule the loan closing with third party closing agent and participate in the closing.
(j) Maintain regular contact with borrower and Lender between the time of the
application and closing to apprise them of the status of the application and to gather
any additional information as needed, and assist the borrower in clearing any credit

3.2 Cooperate with Lender: Broker will use its best efforts to cooperate with Lender in
implementing the funding, and closing of the Loans in accordance with commonly accepted
industry standards for loan originations. Broker will provide Lender with any and all information
or documents needed in an orderly manner in order for Lender to sell or service the Loans.

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

3.4 Loan Payments after Purchase: In the event any payment under a Loan is made to Broker,
Broker shall immediately forward the full payment to Lender and any correspondence that is not
applicable to Broker.

3.5 Notice of Breach; Cure: Upon discovery by Broker of a breach of any representation, warranty,
condition, or requirement of this Agreement, Broker shall give prompt written notice to Lender as
soon as practicable, but no later than thirty (30) days after the earlier of Broker’s discovery of
such breach or Broker’s receipt of notice of such breach, Broker shall cure such breach in all
material respects. If Broker fails to cure such breach, Lender may at its option require Broker to
purchase such Loan in accordance with Subsections 4.1 and 4.2 hereof.

3.6 Cooperation to Correct Deficiencies: Broker agrees to cooperate in obtaining the correction
and/or re-execution, of any Loan Document which contains an error, omission, or defect, the
execution any Loan, whether or not the deficiency was caused by Lender and whether or not it
was previously approved by Lender or any other party. For the purposes hereof, an error,
omission, defect, or deficiency shall include, but not be limited to, any matter (i) which might
result in an adverse effect on the enforceability of all or any part of the Loan Documents or on the
sale of the Loan in the secondary market or to other investors, or (ii) which does not comply with
prudent and customary practices in the loan origination industry, or (iii) which does not comply
with any requirement of any federal, state, or local law or regulation. Lender is entitled to
determine in its sole discretion the existence of any error, omission, defect, or deficiency, and
whether and in what manner it should be corrected.

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

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


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

(b.)The Loan was originated, processed, or otherwise dealt with utilizing any practice which
Lender, considers fraudulent or deceptive, and Broker’s employees, affiliates, or agents has
knowledge of or participated in such fraud or deception.

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

(a.) The aggregate unpaid principal balance outstanding under the Loan at the time of
(b.) Interest at the rate set forth in the note evidencing the Loan from the last payment
due date for which a payment has been received by Lender or the servicer of the loan
from the borrower;

(c.) Any above-par pricing;

(d.) All unreimbursed costs, expenses (including attorney’s fees), fees, penalties, and
fines incurred by the Lender with respect to the Loan and its purchase.

Broker agrees to pay the total purchase price for the Loan by wire transfer of
immediately available funds to Lender’s account within thirty days (30)
after receipt of Lender’s demand for purchase.

4.3 Indemnification. Broker also will indemnify Lender and its directors, officers, employees,
agents, affiliates, successors, and assigns and hold them harmless from and reimburse them for
any and all repurchase requirements of any investor, judgements, penalties, fines, forfeitures,
costs, expenses, losses, and damages, including reasonable accounting fees, attorneys’ fees, and
court costs, arising our of or in any way related to (i) the Broker’s breach of the warranties,
representations, conditions or covenants contained in this Agreement (including but not limited
to any breach of Broker’s purchase obligations hereunder or the occurrence of any
circumstances giving rise to Broker’s purchase obligations hereunder), (ii) arising out of or in
connection with the origination by Broker of any Loan, or (iii) notwithstanding the terms and
conditions hereof, the non-compliance by Broker with any applicable federal, state, or local
law, regulation, statute, or court decision. This indemnification is in addition to the purchase
obligations of Broker set forth in Subsection 4.1 hereof, and shall survive the termination of the

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


5.1 Termination Without Cause. This Agreement may be terminated by either party without
cause at any time upon giving written notice of termination to the other party, but such
termination shall not change or modify the rights and obligations of the parties hereunder with
respect to Loans previously originated by Broker, or Loans which have been rate-locked
or for which the credit has been approved by Lender.

5.2 Termination for Cause. Lender may terminate immediately its obligation to fund any or all
Loans under this Agreement, without advance notice, if Lender determines that any of the
following have occurred: (i) Broker has engaged in any deception, fraud, concealment, or
misrepresentation in connection with this Agreement or the transactions contemplated herein;
(ii) Broker has been adjudicated as bankrupt or insolvent, has made an assignment or
compromise for the benefit of creditors; has applied for or consented to the appointment of a
receiver, trustee, liquidator, custodian or similar official for itself or any of its properties or
assets; (iii) Broker has assigned or attempted to assign any of its rights or obligations under
this Agreement without the prior written consent of Lender; (iv) Broker has materially breached
any of Broker’s obligations under this Agreement or (v) Broker has failed to maintain its status
as a qualified originator of Loans in any jurisdiction where the mortgaged property is located. If
Lender terminates this Agreement under the provisions of this Subsection, Lender may
immediately discontinue closing and funding all Loans originated by Broker whether or not the

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


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

If requested by Lender, Broker will assist Lender in the closing and funding of approved
loans including, but not limited to, arranging for a closing of the loan at a time mutually agreed
upon by Broker and Lender after all Closing Conditions have been satisfied. Each locked-in
loan or conditionally committed loan must be closed and funded within the time limits
specified in Lender’s Guidelines or any applicable conditional commitment. All closings shall
occur at the offices of a settlement agent approved by Lender and all loans shall close in
Lender’s name unless otherwise agreed to by Lender in writing. Prior to the closing of a loan,
and if available in the jurisdiction where the Property is located, the title insurance company
issuing the mortgagee’s title insurance policy required under the terms of Lender’s Guidelines
shall have delivered to Lender an “Insured Closing Protection Letter” (or similar instrument)
with respect to the settlement for the loan. As used herein, an “Insured Closing Protection
Letter” shall mean, in all states except Texas, the ALTA (or similar) form of insured protection
letter; in Texas the term shall mean the form of insured closing service letter prescribed by the
Texas State Board of Insurance.

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

If Broker is authorized to submit FHA loans to Lender, Broker shall maintain a quality
control plan (the “Plan”) that meets the requirements of the HUD Mortgagee Approval
Handbook. The Plan must be a proscribed function of the Broker’s operations and assure that
Broker maintains compliance with FHA requirements and its own policies and procedures. The
Plan must enable Broker to initiate immediate corrective action if discrepancies are found.

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

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

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

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

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

To Broker: To Lender:
______________________ American Bank
______________________ 9001 Edmonston Road, Suite 100
______________________ Greenbelt, MD 20770
______________________ Attn: Robert N. Kemp, Jr.

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

6.8 Attorney’s Fees. If any action at law or in equity, including an action for declaratory relief, is
brought to enforce or interpret the provisions of this Agreement, the prevailing party shall be
entitled to recover reasonable attorney’s fees from the other party, including those incurred on
appeal. Such fees may be set by the court in the trial of such action or may be enforced in a
separate action brought for that purpose. Such fees shall be in addition to any other relief that
may be awarded.

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

6.10 Survival of Representations, Warranties, and Agreements. The representations,
warranties, and agreements contained in this Agreement and those made in or resulting from
any certificate, instrument, or other document delivered pursuant to this Agreement shall
survive the closing and funding of the Loans and the termination of this Agreement, and shall
inure to the benefit of the Lender and its successors and assigns, notwithstanding the
preparation of the Loan Documents by Lender, or any inspection, investigation, or
determination made by or on behalf of Lender.

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

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

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

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

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

American Bank:
_____________________________ ________________________________

By: _________________________ By: _____________________________

Title: ________________________ Title:____________________________

(Corporate Seal)




(Name of Broker)


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

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

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

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

of this corporation, or any one or more of them or their duly elected or appointed successors in office, be and each of
them is hereby authorized and empowered in the name of and on behalf of this corporation and under its corporate
seal, from time to time while this resolution is in effect, to sell mortgage loans to
_________________________________________ and to execute any and all agreements, contracts, assignments,
endorsement and issuance of checks or drafts, reports, mortgage documents, and any other papers in connection with
documents, and furnish any information required or deemed necessary or proper by
_____________________________ in connection herewith.

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


(Corporate Seal)