CHECKLIST FOR CORRESPONDENTAPPROVAL

Thank you for your interest in becoming an approved partner with Triumph Mortgage. If you have any

questions regarding the approval process or documentation required, please contact your Account

Executive.

Below, you will find a checklist of the necessary documentation for your Approval.

1. Completed Triumph Mortgage TPO Application

2. Fully Executed Correspondent Loan Purchase Agreement

3. Fully Executed Corporate Resolution

4. Fully Executed Mortgage Broker Agreement, including Compensation Agreement (optional for

FHA, VA, RD products)

5. Fully Executed Mortgage Processing Agreement (optional)

6. Two (2) Years Audited Financial Statements

7. Copies of FNMA, FHLMC, FHA or VA approval letters, if applicable

8. Evidence of Errors & Omissions Insurance and Fidelity Bond

9. Resumes of employees responsible for management of mortgage lending

10. Copy of Quality Control Plan

11. Fictitious Name or DBA filings, if applicable

12. List of approved appraisal providers in the areas you conduct business

Please submit all original documentation via mail or overnight delivery to:

Triumph Mortgage

Attn: Travis Chapman

1125 Schilling Blvd E Suite 100

Collierville, TN 38017

Triumph Mortgage | TPO Lending Application | November 2013 | Page 2

APPLICATION FOR THIRD PARTY LENDERS

FINANCIAL INSTITUTIONS

LENDER INFORMATION:

_____________________________________________________________________

LEGAL NAME OF INSTITUTION

_____________________________________________________________________

STREET ADDRESS OF MAIN OFFICE

_____________________________________________________________________

MAILING ADDRESS

___________________________________ ________________ _______________

PARENT COMPANY (IF APPLICABLE) TELEPHONE # FAX #

_________________________ _______________________________ __________________

FEDERAL TAX ID ORGANIZATIONAL STRUCTURE YEAR FOUNDED

_______________________

FDIC CERT OR RSSD #

___________________________ _____________ ________________________________

PRIMARY CONTACT TITLE EMAIL ADDRESS

___________________________ _____________ ________________________________

SECONDARY CONTACT TITLE EMAIL ADDRESS

STATES IN WHICH YOU ORIGINATE MORTGAGE LOANS: _________________________

AGENCY APPROVALS/DESIGNATIONS:

AGENCY APPROVAL TYPE DATE OF

APPROVAL

AGENCY ID #

FNMA

FHLMC

FHA

VA

RD

Has your company ever been rejected, suspended, or terminated by any of the above?

Yes_____ No_______ If yes, please attach explanation.

Triumph Mortgage | TPO Lending Application | November 2013 | Page 3

GENERAL INFORMATION:

Does lender plan to submit loans originated by a third party?

Yes _______ No _______ note: CBMG does not purchase or fund TPO loans

Has your company been suspended by an investor or agency?

Yes_______ No_______ If yes, attach explanation

Has your company been required to repurchase any mortgage loans in the past 3 years?

Yes _______ No _______ If yes, attach explanation

Has your company been forced to indemnify any investors against loss for mortgage loans sold or brokered

in the past 3 years?

Yes _______ No _______ If yes, attach explanation

Is there any pending legal action directed against, presently unsettled or adjudicated against the applicant or

its principals? Yes _______ No _______ If yes, attach explanation

Is any officer, shareholder or employee of the applicant?

1) currently suspended, debarred, under a limited denial of participation or otherwise restricted under part

25 of title 24 of the code of federal regulations, 2 code of federal regulations, part 180 as implemented by

part 2424, or any successor regulations to such parts, or under similar provisions of any other federal

agency? Yes _______ No _______ If yes, attach explanation

2) under indictment for, or has been convicted of, an offense that reflects adversely upon the applicants

integrity competence or fitness? Yes _______ No _______ If yes, attach explanation

3) subject to unresolved findings contained in a department of housing and urban development or other

governmental audit, investigation or review? Yes _______ No _______ If yes, attach explanation

4) engaged in business practices that do not conform to generally accepted practices of prudent mortgage

lenders or brokers or that demonstrate irresponsibility? Yes _______ No _______ If yes, attach explanation

5) convicted of, or who has pled guilty or nolo contendre to, a felony related to participation in the real

estate or mortgage loan industry at any tie preceding the date of this application, if such felony involved an

act of fraud, dishonesty, or money laundering? Yes _______ No _______ If yes, attach explanation

6) in violation of the provision of the S.A.F.E mortgage licensing act of 2008 or any applicable provision

of state law? Yes _______ No _______ If yes, attach explanation

7) in violation of any other requirement as established by HUD or other applicable federal or state banking,

mortgage lending, insurance or securities regulators? Yes _______ No _______ If yes, attach explanation

Are you a member of MERS (Mortgage Electronic Registration Systems)?

Yes ______ Organization ID# ________________________ No________

Which loan origination software do you utilize? _______________________

Which credit report provider do you utilize? _______________________

Do you currently use any of the following automated underwriting systems?

Fannie Mae Desktop Originator (DO) ______

Fannie Mae Desktop Underwriter (DU) ______

Freddie Mac Loan Prospector (LP) ______

Triumph Mortgage | TPO Lending Application | November 2013 | Page 4

Does your company own or have an affiliation with an appraisal firm, real estate firm, home builder, title

insurance agency or escrow company?

Yes______ No______ If yes, provide names of affiliated companies

MOST RECENT YEAR VOLUME # OF LOANS $ OF LOANS AVERAGE LOAN

FHA/VA ________ ____________ _________________

CONVENTIONAL ________ ____________ _________________

USDA ________ ____________ _________________

JUMBO ________ ____________ _________________

YEAR TO DATE VOLUME # OF LOANS $ OF LOANS AVERAGE LOAN

FHA/VA ________ ____________ _________________

CONVENTIONAL ________ ____________ _________________

USDA ________ ____________ _________________

JUMBO ________ ____________ _________________

INVESTOR RELATIONSHIPS

Please provide the company information of all investors in which your organization has brokered or sold

mortgage loans in the past 3 years.

Company Contact Phone Length of Relationship

MORTGAGE PERSONNEL

Please list all Managers, Loan Officers and Processors.

Name Position NMLS # Branch Address Email Address

Triumph Mortgage | TPO Lending Application | November 2013 | Page 5

WAREHOUSE LINES OF CREDIT

Please list all current warehouse lenders, if applicable.

Company Contact Phone Length of

Relationship

Amount of

Credit

INSURANCE COVERAGE

Please provide the information regarding your current insurance coverage.

Type Company Coverage Amount Expiration Date

Fidelity

Errors & Omissions

CERTIFICATION

The undersigned declares that, to the best of their knowledge, the statements set forth herein are true.

Triumph Mortgage is hereby authorized to obtain verification from any source named herein.

________________________________________

NAME OF INSTITUTION

BY: _____________________________________

_________________________________________

PRINT NAME

_________________________________________

DATE

________________________________________

TITLE

1

CORRESPONDENT LOAN PURCHASE AGREEMENT

This Correspondent Loan Purchase Agreement (“Agreement”) is effective as of the _____ day

of_________________, 20__ between Triumph Mortgage ("TM") and

______________________________________________, a[n] ____________________ organized and existing under

the laws of the state of ____________________ (“Correspondent”)1. TM and Correspondent shall be individually

referred to as the “Party” and collectively as the “Parties.” TM and Correspondent wish to enter into an arrangement,

pursuant to which Correspondent may from time to time desire to offer certain Loans (“Loans”) to TM, and TM may

desire to purchase the Loans subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable

considerations, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally

bound, hereby agree as follows:

1. LOANS ELIGIBLE FOR PURCHASE:

(a) Correspondent may offer for sale to TM eligible VA, FHA, RHS, Conventional or Non-Conforming

(Jumbo) Loans. All such Loans shall be sold with servicing released to TM. All such Loans shall be originated and

closed by Correspondent according to standard agency regulations as established, and amended from time to time, by

the Federal National Mortgage Association (FNMA), the Federal Home Loan Mortgage Corporation (FHLMC), the

Government National Mortgage Association (GNMA), the Federal Housing Administration (FHA), the Veterans

Administration (VA), and/or the US Department of Agriculture Rural Housing Service (RHS), formerly Farmers

Home Administration (FnIHA)and the TM Guide (as hereinafter defined). Specifically, Correspondent shall comply

with all appraisal independence requirements for each agency. It is hereby understood and agreed, for purposes of this

Agreement, that the aforementioned standard agency regulations are incorporated in and made a part hereof.

Additionally, Correspondent will fully comply with all laws and regulations applicable to its performance of this

Agreement. Listings of some of the laws are included in the TM Guide, as defined in Section 5 (collectively

“Financing Laws”).

(b) All Loans offered by Correspondent must be secured by residential first-lien mortgages or deeds of

trust. Correspondent shall be responsible for ensuring the compliance of Loans sold hereunder with the applicable

agency regulations which may exist at the time of purchase. Correspondent may submit completed applications for

Loans to TM, and upon receipt thereof, TM may, in its sole discretion, approve and agree to purchase such Loans

following their origination, closing and funding by Correspondent. Nothing in this Agreement shall be construed as

obligating TM to accept, approve, or underwrite any Loan or to obligate Correspondent to submit any particular Loan

application to TM, except as to an application or Loan which has been submitted to and accepted by TM in writing.

(c) TM will prepare all closing documents for the Loans except as otherwise agreed by the Parties.

Correspondent may select a mortgage insurance company to provide coverage from the list of approved mortgage

insurance companies listed on the TM Guide.

(d) If Correspondent does not have agency approval for Loans involving FHA, VA and RD, then

Correspondent may elect to enter into a broker agreement for FHA, VA and RD loans with TM.

2. PAYMENT FOR LOANS: Payment for Loans will be made following receipt and review of closing

documentation, including evidence of compliance with underwriting requirements, FHA, VA and/or RHS

requirements, rules and regulations, as well as all Federal and State statutes, rules and regulations, including but not

limited to Financing Laws. Payment for Loans will be made via the Federal Reserve Wire Transfer System to the party

directed by the Correspondent. Any amounts collected by Correspondent for maintenance or improvements to the

property, for the escrow of taxes or insurance not yet due, or for other reserves shall be deducted from the wire

amount.

1 The parties who execute this Agreement could be mortgage correspondents, mortgage companies, credit unions or banks and the use of the term

“Correspondent” is for convenience only as a means of identifying the party with whom TM is contracting under this Agreement and shall not otherwise define or affect the meaning, construction or scope of any of the provisions hereof.

2

3. DELIVERY OF DOCUMENTS: Correspondent agrees to do all acts necessary to perfect title to the Loans to

TM and shall sell, assign and deliver to TM, with respect to the purchase of each Loan, the documents set forth in the

TM Guide, all subject to the approval of TM and its legal counsel as to proper form and execution.

4. REPRESENTATIONS, WARRANTIES AND COVENANTS OF CORRESPONDENT: With the knowledge

that each of the following representations and warranties is material to and relied upon by TM in approving and

purchasing each Loan, Correspondent represents and warrants to TM, with respect to each Loan sold to TM or offered

for sale to TM hereunder, that at the time each Loan is originated, offered, closed, funded and/or sold that:

(a) Correspondent is and will continue to be duly organized, validly existing, and in good standing under

the laws of the jurisdiction in which it was incorporated or organized, as applicable, and has and will continue to

maintain all licenses, registrations, and certifications necessary to carry on its business as now being conducted, and is

and will continue to be licensed, registered, qualified, and in good standing in each state where property securing a

Loan is located if the laws of such state require licensing, registration or qualification in order to conduct business of

the type conducted by Correspondent; and

(b) Correspondent has and will maintain the full corporate or partnership power and authority to execute

and deliver the documents contemplated by this Agreement and to perform in accordance with each of the terms

thereof and the terms of the TM Guide. The execution, delivery and performance of this Agreement by Correspondent

and the consummation of the transactions contemplated hereby have been duly and validly authorized. This Agreement

is a legal, valid, binding and enforceable obligation of Correspondent, and all requisite corporate or partnership action

has been taken by Correspondent to make this Agreement valid and binding upon Correspondent and enforceable in

accordance with its terms; and

(c) Correspondent has the ability to perform each and every obligation and/or requirement imposed on

Correspondent pursuant to this Agreement, and no offset, counterclaim, or defense exists to the full performance by

Correspondent of the requirements of this Agreement; and

(d) Correspondent’s compliance with terms and conditions of this Agreement will not violate any

provisions of Correspondent's organizational documents, any instrument relating to the conduct of its business, or any

other agreement to which it may be a party, or any governmental requirement; and

(e) There are no actions, suits or proceedings pending or, to Correspondent's knowledge, threatened,

against or affecting Correspondent, or the properties of Correspondent, before any court or governmental department,

commission, board, bureau, agency or instrumentality, domestic or foreign, which, if determined adversely to

Correspondent, would have a material adverse effect on the financial condition, properties or operations of

Correspondent, or Correspondent’s ability to perform its obligations hereunder; and

(f) Neither the Correspondent application, this Agreement, nor any statement, report or other document

furnished or to be furnished by Correspondent pursuant to this Agreement contains any untrue statement of material

fact or omits to state a material fact necessary to make the statements contained herein or therein not misleading; and

(g) Correspondent has complied with, and has not violated any law, ordinance, requirement, regulation,

rule or other order applicable to its business or properties, the violation of which might adversely affect the operations

or financial condition of Correspondent to consummate the transactions contemplated by this Agreement; and

(h) All financial statements required to be submitted by Correspondent to TM have been prepared in

accordance with Generally Accepted Accounting Practices applied on a consistent basis by an independent certified

accountant or other individual acceptable to TM; and

(i) Correspondent has established procedures with respect to real estate appraisers and appraisals in

accordance with the requirements described in the TM Guide, and implementing regulations, Correspondent maintains

a list of approved appraisers (the "Approved Appraisers") who satisfy the TM's standards for appraiser independence

as set forth in the TM Guide, and Correspondent shall, upon TM's request, provide TM with any information

Correspondent has in its possession regarding any appraiser or appraisal; and

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(j) Correspondent shall at all times comply with all federal, state, and local laws, regulations, and/or

ordinances applicable to it and, in particular, but without limitation, shall not, at any time, (i) discourage or dissuade

any person from applying for a Loan (ii) offer or negotiate different interest rates or terms, or (iii) treat any applicant or

potential applicant differently, on the basis of that person's race, sex, religion, national origin, age, color, disability, or

marital status; or the fact that the person derives all or part of his/her income from any public assistance program; or

the fact that the person has in good faith exercised any right under the Federal Consumer Credit Protection Act or any

state anti-discrimination law; or based upon any other characteristic of the person which is defined to be a prohibited

basis for credit discrimination under any state or federal law or regulation; and

(k) Correspondent shall comply with the TM Guide and will agree to the representations in the TM

Guide for the origination, documentation and closing of each Loan; and

(l) In addition to those representations, warranties, and covenants specifically set forth above,

Correspondent makes all representations, warranties, and covenants expressed by Correspondent to TM orally or in

writing with respect to any particular Loan, and expressly makes any and all additional representations, warranties, or

covenants that are normally or customarily made in connection with a Loan of the same type and terms as the Loan.

5. TM GUIDE:

(a) As used in this Agreement, the “TM Guide” refers to the product manuals, announcements, and other

terms, conditions, and procedures presently or hereafter published by TM at its mortgage lending website located at

https://triumphmortgage.enterpriselos.com (or at any other web location as TM may from time to time select) and all

revisions, replacements, amendments and additions thereto which may be made from time to time by TM. This

Agreement includes all terms, procedures, and conditions of the TM Guide, as it may be revised, amended, replaced

or supplemented by TM from time to time, and all such terms, procedures and conditions are and shall be

incorporated by reference and made a part of this Agreement. The TM Guide is proprietary information of TM and

may not be used for any purpose other than performance of Correspondent’s obligations under this Agreement and

may not be transferred or disclosed to any other third person or entity without the prior written authorization of TM.

(b) From time to time during the term of this Agreement, TM shall determine and make known to

Correspondent its underwriting guidelines for Loan applications based on factors such as type of loan, loan limits,

loan‐to‐value ratios, interest rates, fees, payment features, documentation requirements, and credit standards. TM’s

underwriting guidelines are subject to change by TM from time to time and are set forth in the TM Guide.

(c) Correspondent further acknowledges and agrees that:

i. With respect to the TM Guide: (a) Correspondent shall at all times and in all in all respects

comply with such terms, procedures and conditions of the TM Guide: (b) Correspondent will

exercise diligence in training its staff and any approved vendors used by Correspondent, as

necessary, regarding the requirements set forth in the TM Guide and communicating any

amendments, revisions, replacements or additions promptly; (c) TM may revise, amend,

supplement or replace the TM Guide from time to time without advance notice and any such

revisions, amendments, replacements or additions to the TM Guide will be effective when

published; and (d) Correspondent will exercise diligence to stay up‐to‐date with all amendments

and additions to the TM Guide.

ii. With respect to TM’s quality control program: (a) Correspondent acknowledges that such

program is conducted at the option of TM, that TM is not obligated to conduct the program, and that

the program is solely for TM’s benefit and may not be relied upon by Correspondent or any prospective

borrower; (b) Correspondent shall cooperate with TM in connection with the program whereby the

accuracy of credit and property documentation is routinely verified; and (c) Correspondent agrees

that the conduct of such program shall not relieve Correspondent of any duty or obligation under this

Agreement or constitute a waiver of, or a claim by Correspondent arising from the inaccuracy of any

representations, warranties or covenants of Correspondent hereunder.

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6. CLOSING, FUNDING AND SALE OF LOANS.

(a) Correspondent may originate, close, fund, and sell Loan products offered by TM from time to time,

except as may otherwise be announced by TM in the TM Guide or elsewhere. All Loans shall be closed in the name

of Correspondent, using its own funds. Each Loan shall be closed using such forms as TM may designate to be

acceptable to it using an approved document preparation firm and/or as prepared by TM. Each Loan shall be closed

at no cost to TM. To be an Eligible Loan, the Loan must be locked, underwritten, closed, and disbursed and the

closed Loan package delivered to TM by the expiration date pursuant to the TM Guide (“Eligible Loan”). The

applicable purchase price, which TM will pay for any particular Eligible Loan, shall be equal to the outstanding

principal balance due on the Loan as of the date of purchase plus accrued interest at the rate stated in the note from

the date thereof until the date through which interest has been paid less any amounts that may be due from

Correspondent to TM under the terms of this Agreement. In addition, Correspondent may be paid such other

compensation as TM may from time to time designate with respect to Eligible Loans sold to it under this Agreement.

(b) Notwithstanding the foregoing, TM is authorized to deduct from either the purchase price or

other compensation due Correspondent on account of a particular Loan the difference in yield resulting from any

below par pricing agreed to by Correspondent for such Loan. Once TM receives from Correspondent its offer to

sell a closed and funded Loan to TM, TM will confirm preliminarily whether it accepts such offer, and if so, the

applicable price to be paid for such Loan. Such acceptance by TM shall remain conditional until the complete, original

closed and funded Loan file has been furnished by Correspondent to TM, and TM shall have verified that all

required loan documents are satisfactory and meets the requirements by TM for an Eligible Loan. In the event that

TM should identify any defects in the documentation submitted with a Loan which prevents it from being an Eligible

Loan, TM shall advise the Correspondent and Correspondent shall have seventy-two (72) hours which to cure such

defects. TM shall have no further obligation to purchase such Loan if any such defects are not cured within

seventy-two (72) hour period. If the Loan has already been purchased by TM prior to the discovery of the

documentation defect, the Correspondent shall have seventy-two (72) hours within which to cure a curable defect,

after which time the Correspondent shall repurchase the Loan from TM if the defect has not been cured to TM’s

satisfaction.

(c) Correspondent acknowledges and agrees that TM is entitled to and shall rely on the

representations, warranties and covenants of Correspondent in underwriting the Loan and preparing the

documentation necessary to close the Loan. Notwithstanding whether TM may have prepared or independently

reviewed and approved the forms used to close the Loan or provided them to Correspondent, the responsibility for

ensuring the genuineness and accuracy of the information provided by Correspondent to enable TM to complete such

forms shall in all respects be and remain the responsibility of Correspondent, not of TM, and any claim arising from

the failure of Correspondent on this regard shall be part of the indemnity obligation of Correspondent set forth in the

following Section.

(d) Correspondent shall be responsible for all documentation required to transfer a closed and

funded Loan to TM. Without limiting the generality of the foregoing, the Correspondent shall prepare assignment

instruments for the note, the mortgage, and any other legal document relating to such Loan assigned to TM, with such

documentation as has been provided or approved by TM. Correspondent shall provide, at Correspondent’s expense,

all notifications to any borrower or other obligor of the transfer of each such Loan, as required by any applicable

federal, state or local statutes, rules, regulations, ordinances or requirements in the jurisdiction where the property

securing the Loan is located. A copy of each such notification shall be contained in the Loan file delivered to TM,

with such notification to be provided in such format as TM may have provided to Correspondent or as TM

may otherwise have approved.

(e) TM’s purchase from Correspondent of a Loan shall at all times be without any waiver or

relinquishment of TM’s right to conduct further reviews or audits of such closed, funded, and purchased Loan

files with regard to the documentation and forms pertaining thereto, and in the event that such Loan is purchased

by TM prior to TM’s discovery of any failure of such Loan documentation to satisfy the requirements for such

Loan to be an Eligible Loan such event shall not prejudice or impair in any way TM’s rights to require that the

forms and documents pertaining to such Loan comply with all requirements specified herein, in the Agreement, and

in the TM Guide, or its right to request repurchase of said Loan.

5

7. REPURCHASE OF LOANS: Correspondent hereby agrees to repurchase any Loan sold to TM at any time

during the life of such Loan, upon the occurrence of any of the following events, and within five (5) calendar days of

TM’s repurchase request:

(a) Any representation or warranty made by Correspondent under this Agreement or the TM Guide with

respect to any Loan shall, in the reasonable opinion of TM, be, in whole or in part and with or without knowledge of

Correspondent, false at the time when made by Correspondent or become false upon the occurrence of subsequent

events; or

(b) Correspondent's breach of any covenant or obligation to TM with respect to the Loan under this

Agreement or the TM Guide.

(c) Any material fraud, misrepresentation or act of omission with respect to the information submitted

on a particular Loan is determined to exist by TM or another investor. This includes, but is not limited to, Mortgagor or

other third party fraud or misrepresentation, and any misrepresentation of Mortgagor's income, funds on deposit, or

employment, or of the occupancy status of the Mortgaged Property; or

(d) The repurchase price for any Loan that Correspondent is required to repurchase from TM shall be an

amount equal to its then unpaid principal balance of the Loan on the date of repurchase, plus accrued interest, plus any

premium paid to Correspondent by TM, and direct expenses (including attorney's fees) incurred by TM for any actions

taken by it concerning, as a result of, or in connection with, any of the events or circumstances set forth herein as cause

for repurchase. The repurchase price to be paid by Correspondent as a result of such repurchase demand shall be paid

to TM with immediately available funds within five (5) calendar days of TM’s purchase request. TM's exercise of its

right to have Correspondent repurchase any Loan hereunder shall be in addition to, and not in lieu of, any other rights

or remedies which TM may have against Correspondent hereunder or under applicable law.

8. INDEMNIFICATION: Correspondent shall protect, indemnify, and hold TM harmless from and in respect to,

any and all losses, liabilities, reasonable costs, and expenses (including attorneys' fees) that may be incurred by TM

with respect to, or proximately resulting from any breach of, any representation, warranty, or covenant of

Correspondent hereunder. TM shall be entitled to rely upon Correspondent as assembler and preparer of all Loan

documents, and is under no duty whatsoever to investigate or confirm any of the information set forth therein as to its

honesty, accuracy, or completeness. Correspondent hereby agrees to indemnify and hold TM harmless from any claim,

loss or other damage to TM including reasonable attorney’s fees resulting in whole or in part from any inaccuracy or

incompleteness in the Loan documents or any act or omission by Correspondent, its agents and employees, including

but not limited to failure to comply with applicable state, federal and local statutes or regulations. To the extent

Correspondent, its agents or employees, commits an actual wrong, or makes some error or omission in the preparation

of any Loan or its documents and as a result thereof, and based thereon, TM commits an act or omission for which it

becomes liable to the Mortgage(s) or any third party and/or a claim or cause of action is instituted against TM,

Correspondent shall and hereby agrees to indemnify and hold TM harmless from any such loss or damage, including

reasonable attorney’s fees, resulting therefrom.

9. CONFIDENTIALITY OBLIGATIONS.

(a) Correspondent agrees that it will keep the Confidential Information (as defined in the TM Guide)

confidential and will not, without the prior written consent of TM, use or disclose or permit any of its officers,

directors, partners, employees, agents or representatives to use or disclose any Confidential Information to any person

or entity other than: (a) such disclosure to or use by its employees, directors, auditors, attorneys and governmental or

regulatory authorities exercising supervision over it who have a need to know such information in order for

Correspondent to carry out its responsibilities under this Agreement, (b) such disclosure and use as is expressly

provided for in and as reasonably necessary to carry out the purposes for which the Confidential Information is

disclosed in connection with this Agreement, (c) as expressly authorized by TM, or (d) in accordance with applicable

law, such as disclosure by compulsion pursuant to a validly issued subpoena or other judicial or administrative order,

and then only with prior written notice to TM. Correspondent further agrees to abide by TM’s privacy policies

and procedures with respect to such Confidential Information as such policies and procedures are included in

the TM Guide or are communicated by TM to Correspondent from time to time.

6

(b) Without limitation on the foregoing, Correspondent agrees to comply with any applicable federal

and state privacy regulations with respect to all Confidential Information that it may receive or have access to which

contains any non‐public information with respect to any applicant, borrower or other obligor on any Loan

(“Customer Information”) as required by the Financing Loans. Correspondent will not use or disclose Customer

Information except as necessary to for Correspondent to originate, facilitate, fund, service and/or sell (as the case may

be) Loans in accordance this Agreement.

(c) The TM Guide provides applicable laws and regulations that Correspondent shall comply with at all

times. For instance, Accordance with Section 5019B) of the GLB Act, Correspondent has or agrees to implement

appropriate security measures designed to meet the objectives of regulatory guidelines governing safeguarding of

Customer Information. The Correspondent shall also comply with the FACT Act and all rules and regulations

promulgated thereunder to the extent its origination, facilitation, funding, servicing and/or sale of the Loans (as

applicable) pursuant to this Agreement involves the processing of consumer information that comes within the

protection of the FACT Act.

10. NON‐SOLICITATION.

(a) Correspondent agrees that for a period of one hundred eighty (180) days from the date of sale of any

Loan to TM under this Agreement, Correspondent shall not in any way, directly or indirectly, market, request, or

otherwise solicit from the applicable borrower(s) or other obligor(s) on such Loan to repay or refinance such Loan.

(b) TM, including its affiliates, will not directly solicit the borrower for any business; provided this

provision does not prevent TM, including its affiliates, from doing business with a borrower due to the borrower

contacting TM, including its affiliates, or a borrower responding to a general advertisement.

11. REFUND OF PREMIUMS: If any Loan is prepaid in full or any prepaid principal reduction that exceeds

fifteen percent (15%) of the original principal balance within one hundred eighty (180) days following the date of

purchase by TM, Correspondent shall refund to TM any and all premiums paid by TM to Correspondent with respect

to that Loan.

12. NOTICES: Any notice provided for herein shall be sufficient if sent by first class United States mail, postage

prepaid, addressed as follows:

If to TM: Triumph Mortgage If to Correspondent: _______________________

1125 Schilling Boulevard East, Suite 100 _______________________

Collierville, Tennessee 38017 _______________________

Attn: ______________________________ _______________________

Either Party may change its address for purposes hereof by giving notice to the other Party.

13. FINANCIAL STATEMENTS AND RIGHT TO AUDIT: Correspondent agrees to provide annual audited

financial statements (including balance sheet, statements of income and expenses, cash flow statements, Report of

Compliance with Specific Requirements Applicable to HUD Program Transactions, Report on the Internal Control

Structure and Computation of Compliance with FHA Net Worth Requirements), to TM within ninety (90) days after

the close of its fiscal year prepared by independent certified public accountants in accordance with generally accepted

accounting principles. Correspondent will also submit copies of current Mortgage Licenses (where applicable) and a

copy of a current Fidelity Bond and E & 0 Insurance Policy. If TM is the Sponsor of the Correspondent under the FHA

Loan Correspondent program, Correspondent agrees to allow TM access to their office facilities and loan records

during normal business hours for an on-site compliance audit in accordance with HUD quality control requirements.

14. INSURANCE: Correspondent shall maintain in full force Errors and Omissions Insurance and a Fidelity

Bond, Mortgage Banker Bond or Mortgage Originator Policy in such amounts as required by HUD or as TM may

reasonably require to indemnify it from any loss or damage incurred in connection with this Agreement and as

provided in the TM Guide.

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15. RELATIONSHIP OF THE PARTIES: TM and Correspondent hereby agree that neither this Agreement nor

any purchase of Loans pursuant hereto shall constitute any agency relationship, legal representation, joint venture,

partnership or employment. TM and Correspondent agree that neither Party is in any way authorized to make any

contact, agreement, warranty, or representation, or to create any obligation, express or implied, on behalf of the other.

16. EVENTS OF DEFAULT: Each of the following shall constitute an Event of Default on the part of

Correspondent under this Agreement: (i) any breach by Correspondent of any of Correspondent's representations,

warranties, or covenants set forth in this Agreement or the TM Guide; (ii) the failure of Correspondent to perform any

of its obligations under this Agreement or the TM Guide; (iii) the occurrence of any act of insolvency or bankruptcy

concerning Correspondent; (iv) Correspondent's failure to meet any capital, leverage, or other financial standard

imposed by any applicable regulatory authority, warehouse lender, or in TM's sole opinion, any material adverse

change occurs in the financial condition of Correspondent; (v) any federal or state regulatory authority or licensing

agency shall cancel, rescind, or fail to renew Correspondent's license or institute any action against Correspondent for

fraud or criminal conduct.

17. RIGHT OF OFFSET: TM shall have the right to deduct any penalties, fees, taxes, or other charges or

obligations of any kind owed by Correspondent to TM from the amount to be paid for any Loan purchased by TM

hereunder.

18. ENTIRE AGREEMENT: This Agreement and the TM Guide contain the entire agreement of the Parties with

respect to the subject matter hereof, and there are no representations, inducements, or other provisions other than those

expressed in writing and included herein. All changes, addendum, additions, or deletions to this Agreement must be

made in writing and signed by each of the Parties hereto. This Agreement restates, and supersedes any and all prior

Mortgage Purchase Agreements between the Parties. No waiver by TM to assert its right under this Agreement in any

one or more instances may be construed by TM, other persons or a court of law as a waiver of TM’s right to enforce

any term of this Agreement, and no alleged course of dealing between TM and Correspondent, and no prior or

contemporaneous oral statements of either Correspondent or TM to the contrary may vary or alter the terms of this

Agreement.

19. SURVIVAL OF PROVISIONS; SEVERABILITY: All of the covenants, agreements, representations and

warranties made herein by the Parties hereto shall survive and continue in effect after the termination of the Agreement

or the consummation of the transactions contemplated hereby. Any provisions of the 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 invalidation of the remaining portions hereof or affecting the validity or enforceability of such

provision in any other jurisdiction. This Agreement may be executed in counterparts, all of which taken together shall

constitute one and the same instrument.

20. ASSIGNMENT: This Agreement may not be assigned or transferred by Correspondent without the prior

written consent of TM.

21. AMENDMENT/TERMINATION: TM shall have the right to amend this Agreement with written notice to

the Correspondent. At TM's request, Correspondent shall acknowledge changes to the Agreement in writing, but

Correspondent's failure to provide written acknowledgment of any amendment shall not impair the enforceability of

such amendment. This Agreement may also be terminated with respect to future purchases of Loans by either Party at

any time by giving written notice of termination to the other Party. Upon the occurrence of any Event of Default as

described in Paragraph 16(i), 16(ii), 16(iv) or 16(v) hereof, TM may either terminate this Agreement upon notice to

Correspondent or, without affecting any other rights or remedies available to TM under this Agreement or at law or in

equity, immediately suspend all registrations and lock-ins and may refuse to fund any or all Loans, pending the cure, to

TM's satisfaction, of such Event of Default. Upon the occurrence of an Event of Default under Paragraph 16(iii), this

Agreement shall terminate automatically. Termination of this Agreement shall not in any respect change, alter, or

modify the obligations of TM and Correspondent with respect to Loans that have been purchased by TM from

Correspondent prior to the date of such termination.

22. GOVERNING LAW; INTERPRETATION; ATTORNEY’S FEES: This Agreement shall be governed by, and

construed and enforced in accordance with, applicable Federal law and the internal laws of the State of Tennessee

excluding choice of law principles. Each Party irrevocably (i) submits to the exclusive jurisdiction of any state or

8

federal court sitting in Shelby County, Tennessee or the United States District Court for the Western District of

Tennessee with respect to all matters arising out of or relating to this Agreement, (ii) agrees that all claims with

respect to any such action or proceeding may be heard and determined in such state or federal court, (iii) waives to the

fullest possible extent, the defense of inconvenient forum, (iv) waives the right to a trial by jury, and (v) agrees that a

final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit

on the judgment or in any other manner provided by law. If suit be brought to enforce any term of this Agreement, the

prevailing Party shall be entitled to costs of suit plus a reasonable attorney’s fee as shall be fixed by the court and such

fees and costs shall include those incurred in all post-trial or post-decision proceedings, including all appeals or

retrials.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

Correspondent: ___________________________ TM: Triumph Mortgage

By: ____________________________________ By: __________________________________

Name: _________________________________ Name: Travis Chapman

Title: __________________________________ Title: President

K:\1Clients\Triumph Mortgage\correspondent mortgage purchase agreement rev.docx

9

RESOLUTION OF BOARD OF DIRECTORS

Of ______________________________________________ (Correspondent)

RESOLVED that

___________________________________ (Name), the ______________________ (Title) and

___________________________________ (Name), the ______________________ (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 execute any and all agreements, contracts, assignments,

endorsements and issuance of checks, mortgage documents, and other papers in connection with documents, and

furnish any information required or deemed necessary or proper by Triumph Mortgage, in connection with the

foregoing.

CERTIFICATION

I HEREBY CERTIFY that the foregoing is a true and correct copy of a resolution presented to and adopted by the

Board of Directors of ______________________________________ (Correspondent) at a meeting duly called and

held at ________________________________________(Address) on the _______day of __________________,

20_____ at which a quorum was present 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 the present

incumbents of, the respective offices set after their respective names.

(Corporate Seal)

_________________________________

(Secretary)

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LIMITED POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that ___________________________________ (“Correspondent”), in

order to carry out the intent and purposes of the Correspondent Loan Purchase Agreement (“Agreement”) executed as

of the ____ day of ________________, 20__,between Triumph Mortgage and Correspondent, and in accordance with

the provisions of said Agreement, does hereby irrevocably appoint Triumph Mortgage and its affiliates, officers,

employees and agents (hereinafter “TM”), as its true and lawful attorney‐in‐fact, with full power of substitution for

the sole and limited purposes, when and if applicable, as are set out below:

1. To endorse the name of Correspondent, without recourse, upon any and all notes, checks, drafts or other

instruments and vehicles of the payment of money received or to be received by or on behalf of TM in

payment of or on any Loan assigned to TM or insurance proceeds resulting from any insurance on the

collateral for the Loans or other collateral, and to take any and all action necessary to perfect the interest of

TM in any Loan assigned or intended to be assigned to TM pursuant to the Agreement;

2. To endorse or cause to be endorsed each Loan note to indicate that all right, title and interest of Correspondent

in, to and under such Loan has been assigned to TM;

3. To prepare, endorse and file with the appropriate state authority an assignment instrument relating to the

transfer of the security instrument in the collateral from Correspondent to TM as purchaser;

4. To take such other action as may be deemed desirable by TM or as may be necessary to perfect the interest of

TM in any Loan or collateral or as are necessary or appropriate to enforce its lien in any collateral or

otherwise properly service the Loan.

Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the above

referenced Agreement.

This Limited Power of Attorney shall be binding upon Correspondent and its successors and assigns, and shall inure to

the benefit of TM, and its successors and assigns.

IN WITNESS WHEREOF, Correspondent has caused its name to be subscribed hereto by

_______________________, its ______________________________ and its seal is to be affixed by its Secretary, this

day of ___________, _____.

Signed and Acknowledged:

_____________________________ _____________________________

Secretary (Correspondent)

In the presence of the following witnesses:

STATE OF ____________________________

COUNTY OF __________________________

Subscribed and acknowledged before me, a Notary Public in and for said county and state this _____ day of

___________________, ______, by _________________________, __________________________ (Title) of

__________________________________________________, and attested by,

________________________________________, Secretary of _____________________________________.

__________________________________Notary Public

1

MORTGAGE BROKER AGREEMENT

This Mortgage Broker Agreement (“Agreement”) is effective as of the _____ day of_________________,

20__ between Triumph Mortgage ("TM") and ______________________________________________, a[n]

____________________ organized and existing under the laws of the state of ____________________ (“Broker”).

TM and Broker shall be individually referred to as the “Party” and collectively as the “Parties.” TM and Broker desire

to enter into this Agreement to govern their mutual understanding.

NOW, THEREFORE, in consideration of the mutual promises contained herein and other good and valuable

considerations, the receipt and sufficiency of which are hereby acknowledged, the Parties, intending to be legally

bound, hereby agree as follows:

1. SERVICES PERFORMED BY BROKER:

(a) Counseling of Applicants. Broker understands and agrees that it has an obligation to all applicants to

ensure that each applicant (each an “Applicant”) is fully advised of the various loan options available to them prior to

obtaining and submitting an application to TM (“Application”). As a result, Broker agrees to counsel each Applicant

as follows:

(i) Analyze the Applicant’s income and debt and pre-qualify the Applicant to determine what

the Applicant can afford;

(ii) Consult with the Applicant about the home buying and financing process, including

advising the Applicant about different loan products, and demonstrating how closing costs and monthly payments

would vary under each product;

(iii) Assist in collecting from the Applicant financial and credit information (including tax

returns and bank statements) necessary for the Application process;

(iv) Assist the Applicant in understanding and clearing credit problems; and

(v) Maintain regular contact with each Applicant, TM and others between the time the

Application is submitted to TM and the loan closing (“Loan(s)”) in order to apprise the Applicant of the status of the

Application and to gather any additional information as needed.

(b) Gathering Application and Material. In the event the Applicant decides to apply for a Loan from

TM, Broker shall be responsible to help the Applicant submit and complete credit package. In furtherance of the

general commitment, Broker shall provide the additional services (as applicable to a particular loan transaction)

indicated below for the Applicant.

(i) Collect information from the Applicant and assist the Applicant in filling out the

Application and submitting it to TM;

(ii) Assist in obtaining verifications of employment and verifications of deposits;

(iii) Assist in obtaining requests for mortgage and other loan verifications;

(iv) Assist in obtaining an appraisal of the real property to secure the Loan; and

(v) Assist in obtaining a report on whether the subject property is located in a flood zone.

(c) Informing Applicant of Fees. Broker agrees it will fully disclose in writing to Applicants all the fees

it will be paid for services rendered in connection with this Agreement as set forth in the form attached hereto as

Exhibit “A”. Exhibit A is titled Compensation Agreement and sets forth the Broker compensation.

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2. REPRESENTATIONS, WARRANTIES AND COVENANTS OF BROKER: All representations, warranties

and covenants of Broker shall be deemed to be made as of the date of this Agreement and the date on which TM

originates and/or acquires any Loan hereunder, and shall survive the termination of this Agreement. Broker hereby

represents, covenants and warrants as follows:

(a) If Broker is a corporation, Broker is a duly organized and validly existing corporation and is in good

standing under the laws of those jurisdictions in which it operates and has all corporate powers and all material

governmental licenses, authorizations, consents and approvals required to carry on its business as now or as hereafter

proposed to be conducted. If Broker is a partnership, limited liability partnership, or limited liability company, Broker

has complied with all requirements and restrictions, whether contained in a statute, certificate, articles of organization,

partnership agreement or operating agreement, and any such requirements or restrictions do not prevent Broker from

validly entering into this Agreement.

(b) This Agreement has been duly executed and delivered by Broker and constitutes a legal, valid and

binding obligation enforceable against it in accordance with its terms;

(c) Broker is licensed and properly qualified to transact business as a mortgage broker, or is otherwise

exempt under applicable law from such licensing and qualification;

(d) All documentation and information forwarded to TM will contain true and valid information to the

best of Broker’s knowledge;

(e) Broker acknowledges and understands that TM is committed to full compliance with any and all

applicable laws, rules, regulations and orders relating to fair lending (the “Fair Lending Laws”). In connection with

such commitment, Broker represents, warrants and covenants that it shall not engage in any practice or transaction

relating to a Loan which would directly or indirectly have the effect of discriminating against any Loan Application on

the basis of race, color, religion, national origin, sex, marital status or age (provided the Applicant has the legal

capacity to contract, the fact that all or part of the Applicants income derives from any public assistance program, or

the fact that the Applicant has in good faith exercised any rights under the Consumer Credit Protection Act. Broker

further represents, warrants and covenants that all of it’s Loan practices are consistent with safe and sound lending

practices, (b) are consistent and comply with the Fair Lending Laws and (c) are performed in accordance with the Fair

Lending Policy attached hereto;

(f) All policies, procedures and acts or omissions of Broker, and each action or inaction taken with

respect to each Loan by Broker, complied at all relevant times with all state and federal laws, rules and regulations

including, but not limited to, the Truth in Lending Act, the Fair Credit Reporting Act, the Equal Credit Opportunity

Act, the Real Estate Settlement Procedures Act, the Home Mortgage Disclosure Act, the Home Ownership and Equity

Protection Act of 1994, the Fair Housing Act, and Title V of the Gramm-Leach-Bliley Financial Modernization Act of

1999, the Restoring American Financial Stability Act and all applicable rules and regulations promulgated in

connection therewith, as each may be amended from time to time; and

(g) Within three (3) business days of TM’s request, Broker shall provide TM with Broker’s loan officer

compensation policy demonstrating compliance with all applicable laws, including, but not limited to, the Restoring

American Financial Stability Act and the Truth in Lending Act.

(h) Broker represents and warrants that all personnel involved in the origination or processing of

residential mortgage loans are adequately trained and licensed or registered to perform these duties.

(i) Broker agrees to completely execute and deliver, to all Applicants or persons holding an interest in

title, all disclosures required to comply with all federal, state, or local municipality regulations. These regulations

include but are not limited to Regulation Z, Regulation B and Regulation C of the Federal Reserve board and any other

or future laws or regulations promulgated by applicable Federal or State agencies and authorities. This includes, but is

not limited to RESPA, HMDA, MDIA, UDAAP, Appraisal Independence, the Truth-in-Lending Act (including right

of rescission requirements), Equal Credit Opportunity Act, Fair Credit Reporting Act, Fair Lending, and The Flood

Disaster Protection Act. Broker represents and warrants that it will fully comply with all such laws and regulations.

Broker recognizes that some state laws may prohibit certain licensees from providing certain federal or state

3

disclosures and the Broker represents and warrants that it is familiar with state disclosure requirements, where

applicable.

(j) Broker represents and warrants that it complies with all federal, state and local regulations and laws.

(k) Broker represents and warrants that its compensation arrangements do not encourage loan origination

to directly or indirectly steer Applicants into higher cost products.

(l) Broker represents and warrants that it maintains policies and procedures to ensure compliance with

Fair Lending requirements and those policies and procedures adequately prohibit Fair Lending violations, including

but not limited to discrimination based on a prohibited basis in any aspect of a credit transaction or in a real estate

related transaction.

(m) Broker represents and warrants that it maintains disaster recovery and contingency plans.

(n) Broker agrees to cooperate with TM in connection with TM’s quality control program whereby the

accuracy of credit and property documentation is verified.

(o) Broker recognizes that TM intends to rely on Broker rate lock submission requests and will make

binding commitments in reliance thereon. Broker understands and agrees that actual delivery of the Loans under each

lock-in commitment is the essence of the Agreement and is mandatory if the Loan closes. If the Loan is closed and not

delivered to TM, Broker will pay a non-delivery fee of two percent (2%) of the principal balance of the locked-in Loan

to TM.

(p) All loans are to be registered or locked through TM. If the lock-in period expires prior to closing,

the Loan must be closed at the lower of market or initial lock-in price.

(q) Broker represents and warrants that no loan submitted to TM constitutes a “high cost” or predatory

loan as defined under any federal, state, or local law.

(r) Section 6050H of the United States Internal Revenue Code and the regulations promulgated there

under (collectively, the “Reporting Requirements”) require an information return using Form 1098 to be made to the

United States Internal Revenue Service, and a statement to be furnished to Payer of Record (as defined in the

Reporting Requirements), in connection with the transaction. Broker desires to designate TM as the “Reporting

Person” (as defined in the Reporting Requirements) with respect to the transaction as permitted by the applicable

Revenue Procedure.

(s) Broker agrees to provide or ensure Broker’s closing agent provides prior to TM funding a loan, a

specific insured-closing letter naming TM as the insured. TM loans must name TM as the insured party. The insured

closing letter must be from an approved title company. Lists of approved title companies are available on website.

(t) Broker agrees to provide TM with copies of current financials when requested by TM.

(u) Broker acknowledges and agrees that TM may require annual certifications include, but are not

limited to, annual certifications required for Broker acting as a FHA Sponsored Originator and certification that Broker

retains active business and state licenses, where applicable.”

3. GUIDE:

(a) As used in this Agreement, the “Guide” refers to the product manuals, announcements, and other

terms, conditions, and procedures presently or hereafter published by TM at its mortgage lending website located at

https://triumphmortgage.enterpriselos.com (or at any other web location as TM may from time to time select) and all

revisions, replacements, amendments and additions thereto which may be made from time to time by TM. This

Agreement includes all terms, procedures, and conditions of the Guide, as it may be revised, amended, replaced or

supplemented by TM from time to time, and all such terms, procedures and conditions are and shall be incorporated

by reference and made a part of this Agreement. The Guide is proprietary information of TM and may not be used

4

for any purpose other than performance of Broker’s obligations under this Agreement and may not be transferred or

disclosed to any other third person or entity without the prior written authorization of TM. Defined terms herein that

are not defined in this Agreement shall have the meanings subscribed to them in the Guide.

(b) From time to time during the term of this Agreement, TM shall determine and make known to Broker its

underwriting guidelines for Loan Applications based on factors such as type of loan, loan limits, loan‐to‐value ratios,

interest rates, fees, payment features, documentation requirements, and credit standards. TM’s underwriting

guidelines are subject to change by TM from time to time and are set forth in the Guide.

(c) Broker further acknowledges and agrees that:

(i) with respect to the Guide: (a) Broker has received access to and has read the Guide prior to

entering into this Agreement and has the ability to originate, facilitate, fund, service and/or sell

Loans in accordance with the Guide; (b) Broker shall at all times and in all in all respects comply

with such terms, procedures and conditions of the Guide: (c) Broker will exercise diligence in

training its staff and any approved vendors used by Broker, as necessary, regarding the requirements

set forth in the Guide and communicating any amendments, revisions, replacements or additions

promptly; (d) TM may revise, amend, supplement or replace the Guide from time to time without

advance notice and any such revisions, amendments, replacements or additions to the Guide will

be effective when published; and (e) Broker will exercise diligence to stay up‐to‐date with all

amendments and additions to the Guide; and

(ii) with respect to TM’s quality control program: (a) Broker acknowledges that such program

is conducted at the option of TM, that TM is not obligated to conduct such Program, and that the

program is solely for TM’s benefit and may not be relied upon by Broker or any Applicant; (b) Broker

shall cooperate with TM in connection with such Program whereby the accuracy of credit and

property documentation is routinely verified; and (c) Broker agrees that the conduct of such program

shall not relieve Broker of any duty or obligation under this Agreement or constitute a waiver of, or a

claim by Broker arising from the inaccuracy of any representations, warranties or covenants of

Broker hereunder.

4. INDEMNIFICATION.

(a) Broker shall indemnify, defend and hold TM and TM’s officers, directors and employees harmless

from and against any and all losses, claims, damages, demands, liabilities, causes of action, judgments, fines, penalties,

forfeitures, costs, including attorneys’ fees, arising out of or in connection with any breach of Broker’s representations

and warranties or other obligations contained herein or Broker’s negligence, willful misconduct, or bad faith with

regard to any action or inaction of Broker.

(b) Broker Compensation Repayment. In the event any Loan is paid in full or a principal reduction is

made that exceeds fifteen percent (15%) of the original principal balance within one hundred eighty (180) days of the

loan closing, Broker shall pay to TM the full amount of broker compensation paid by TM, plus any amount above par

credited to the Borrower on the Loan within five (5) business days of the notification from TM.

(c) Default. If any of the following occur:

(i) Applicant misrepresents any material information or commits fraud in the loan process; or

(ii) Broker misrepresents the Loan information or commits fraud in the loan process;

then Broker shall repurchase the Loan within five (5) business days of the notification from TM. The repurchase price

paid to TM will be the outstanding principal balance of the Loan on the date of repurchase plus accrued interest on the

Loan, plus the full amount of broker compensation paid by TM, plus any amount above par credited to the Borrower

on the Loan.

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5. NATURE OF TM – BROKER – APPLICANT RELATIONSHIP. Broker agrees to submit to TM from time

to time and in their mutual discretion, mortgage loan Applications according to the terms and conditions of this

Agreement. TM and Broker agree that, except as set forth in Section 10 of this Agreement, the relationship of TM and

Broker shall be arm’s length, and in this regard, TM and Broker further agree as follows:

(a) Broker Not an Agent. Broker agrees and warrants unto TM and any further Applicant who transacts

with Broker that, except as set forth in Section 10 of this Agreement, Broker is not an agent for or acting on behalf of

TM, but rather is acting for Broker or on behalf of Applicant only, and accordingly, Broker shall hold harmless and

indemnify, protect and defend TM from any Claim for any act or omission of Broker not identified in Section 10 of

this Agreement.

(b) Application Submission & Disposition. Broker may, from time to time and in its own discretion,

submit an Application of an Applicant to TM for TM’s consideration. After submission of an Application by Broker

to TM, TM may review the Application, and in its own discretion, approve or deny it, or make the Applicant a counter-

offer. If the Application is approved and all conditions of the approval, as contained in a loan commitment and escrow

instructions, have been accepted by Applicant and performed, TM shall fund a loan to an Applicant as approved. If a

counter-offer is made and all conditions of the counter-offer, as contained in a loan commitment and escrow

instructions, have been accepted by Applicant and performed, TM shall fund a loan to an Applicant as approved.

(c) Hold Harmless & Indemnity. Until Broker makes a submission on behalf of an Applicant, TM is

under no duty or obligation to Applicant whatsoever, whether under statute, administrative regulation or common law,

and Broker shall hold harmless and further indemnify, protect and defend TM from any Claim of an Applicant arising

from any act or omission or Broker concerning any Application submitted to TM. Broker warrants unto TM that

Broker will inform every Applicant, from whom an Application is taken and submitted to TM, that TM (1) may in its

own discretion deny a submitted Application and (2) is under no duty or obligation to fund a loan to Applicant unless a

loan commitment has been made, all of its conditions (including escrow instructions) have been fulfilled and the

Applicant has accepted the loan commitment in a timely manner.

6. COMPLIANCE WITH GENERAL MORTGAGE LENDING LAWS AND REGULATIONS. Broker

warrants unto TM that, in any Application it submits to TM, Broker shall comply with all applicable federal and state

statutes and regulations (as now or in the future amended) affecting mortgage lending, including but not limited to any

mortgage broker’s practices act of the state in which the property is security for any and all mortgage loans to be

originated by TM incident to this Agreement. The Federal Truth in Lending Act, 15 U.S.C. 1601 et seq., and

Regulation Z, 12 C.F.R. 226; the Real Estate Settlement Procedures Act, 12 U.S.C. 2601 et seq., and Regulation X, 24

C.F.R 3500; the Equal Credit Opportunity Act, 15 U.S.C. 1691 et seq., and Regulation B, 12 C.F.R. 202; the Fair

Housing Act (Title VIII of Civil Rights Act of 1968, as amended), 42 U.S.C. 3601 et seq.; the Homeowners Protection

Act, 12 U.S.C. 4901; the Fair and Accurate Credit Transactions Act of 2003 (FACT Act), 15 U.S.C 1601 et seq. and 20

U.S.C 9701 et seq.; the Privacy of Consumer Financial Information and Regulation P, 12 CFR 216; the USA Patriot

Act of 2001 Public Law 107-56 et seq.; the Right to Financial Privacy Act 12 USC 3401 et seq. and 12 C.F.R. 219; any

other federal or state consumer protection law or regulation; and all appraisal laws and regulations identified in Section

8 below.

Broker shall hold harmless and indemnify, protect and defend TM from any Claim arising from any breach of

this warranty by Broker.

7. COMPLIANCE WITH LICENSING LAWS AND REGULATIONS. Broker warrants unto TM that, in any

Application it submits to TM, Broker has a license or licenses in good standing with the applicable state or states

authorizing conduct involving any Application now or in the future submitted to TM, including but not limited to any

mortgage broker licensing law or the like. Broker shall have a continuing duty to provide TM with written notice of

any applicable license of Broker or change in the status of Broker’s license, and TM, without advance notice to Broker,

may require proof to TM’s satisfaction of Broker’s good standing as a licensee prior to submission of any Application,

or in the alternative, proof of any exemption from any licensing law. Broker shall hold harmless and indemnify,

protect and defend TM from any Claim against TM arising in whole or in part from Broker failing to comply in any

manner with any applicable licensing laws or regulations.

6

8. COMPLIANCE WITH APPRAISAL LAWS AND REGULATIONS.

(a) Appraisals: TM/Broker will comply with Agency Appraisal Independence and USPAP. All loans

funded by TM require TM to order the appraisal. TM customers may submit to in writing, their policies and

procedures for ordering Conventional and FHA appraisals in accordance with the Agency and FHA Appraisal

Independence requirements. Appraisal Independence policies and procedures require prior approval by TM.

(b) Appraisal-Related Requirements. All appraisals and appraisal forms shall comply with (1) all state

and federal appraisal criteria, including the appraisal independence requirements under Regulation Z (2) standards and

requirements applicable to TM, and (3) the appraisal rules and regulation contained or incorporated in and adopted

pursuant to the federal Financial Institutions Reform, Recovery, and Enforcement Act (“FIRREA”). All appraisers

shall meet all state and federal certification, licensing and other criteria, standards and requirements applicable for

appraisers providing appraisals to TM, including but not limited to those contained or incorporated in or otherwise

required by FIRREA or the rules and regulations adopted pursuant to FIRREA 5.02 TM Approval of Appraisal Forms.

TM reserves the right to review and approve all appraisal forms, and reserves the right to require its forms be used.

9. BROKER COMPENSATION. Broker Compensation is set forth on Exhibit A, which by reference is made

part of this Agreement. Maximum compensation to Broker cannot exceed the maximum compensation set forth on

Exhibit A.

10. LOCKED-IN INTEREST RATE AGREEMENTS AND DEPOSITS. TM customarily provides multiple

Lock-in options for the Broker to choose from as provided in the Guide. If the Broker selects a Lock-in option from

the TM requiring an upfront deposit from the Applicant, Broker shall comply with the Mortgage Disclosure

Improvement Act (MDIA) in regards to the collection this and all other deposits from the Applicant. In the event an

Applicant has a Locked-In Interest Agreement (or similar agreement) with TM for the “locking-in” of an interest rate

for a fixed period of time (with or without a deposit), Broker understands said Locked-in Interest Agreement is not a

formal commitment by TM to lend and that TM reserves the right to cancel the Locked-In Interest Agreement and

Deposit, and such cancellation may occur for any reason and at any time, including but not limited to TM’s sole

determination that Broker has failed to honor the Locked-In Interest Agreement made with an Applicant.

Notwithstanding the above, Broker shall hold harmless TM from any act or omission of Broker resulting in an

Applicant being unfairly or improperly denied the benefit of a Locked-In Agreement, and Broker shall indemnify and

defend TM from any claim arising from such act or omission of Broker.

11. CONFIDENTIALITY OBLIGATIONS. Broker and TM have a responsibility to its customers and other

consumers to keep customer information strictly confidential. Each of the Parties hereby agrees its representatives,

consultants and independent contractors will not disclose Confidential Information, as defined in the Guide, unless

needed to perform the services and duties of this Agreement. Each Party will treat confidential information supplied

by either Party with no less care than it employs for its own confidential information of a similar nature that it does not

wish to disclose. The Broker and TM acknowledges they are required to comply and do comply with the information

security standards required by the Gramm-Leach-Bliley Act (15 U.S.C. 6801, 9805(b)(I)) and the regulations issued

thereunder (12 C.F.R. Part 40) and with other statutory, legal and regulatory requirements regarding privacy laws. The

Broker and TM acknowledges they each maintains an internal Security Information Program and that its employees

receive training and continued training related to the importance of safe guarding confidential information. Broker

further agrees to comply with all Confidential Information requirements contained in the Guide.

12. NON‐SOLICITATION. Broker agrees that for a period of one hundred eighty (180) days from the date of

sale of any Loan to TM under this Agreement, Broker shall not in any way, directly or indirectly, market, request, or

otherwise solicit from the applicable Applicant(s) or other obligor(s) on such Loan to repay or refinance such Loan.

13. NOTICES: Any notice provided for herein shall be sufficient if sent by first class United States mail, postage

prepaid, addressed as follows:

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If to TM: Triumph Mortgage If to Broker: ___________________________

1125 Schilling Boulevard East, Suite 100 ______________________________________

Collierville, Tennessee 38017 ______________________________________

Attn: ______________________________ ______________________________________

Either Party may change its address for purposes hereof by giving notice to the other Party.

14. EVENTS OF DEFAULT: Each of the following shall constitute an Event of Default on the part of Broker

under this Agreement: (i) any breach by Broker of any of Broker's representations, warranties, or covenants set forth in

this Agreement or the Guide; (ii) the failure of Broker to perform any of its obligations under this Agreement or the

Guide; (iii) the occurrence of any act of insolvency or bankruptcy concerning Broker; or (iv) any federal or state

regulatory authority or licensing agency shall cancel, rescind, or fail to renew Broker's license or institute any action

against Broker for fraud or criminal conduct.

15. RIGHT OF OFFSET: TM shall have the right to deduct any penalties, fees, taxes, or other charges or

obligations of any kind owed by Broker to TM from the amount to be paid for any Loan purchased by TM hereunder.

16. ENTIRE AGREEMENT: This Agreement and the Guide contain the entire agreement of the Parties with

respect to the subject matter hereof, and there are no representations, inducements, or other provisions other than those

expressed in writing and included herein. All changes, addendum, additions, or deletions to this Agreement must be

made in writing and signed by each of the Parties hereto. This Agreement restates, and supersedes any and all prior

mortgage purchase agreements between the Parties. No waiver by TM to assert its right under this Agreement in any

one or more instances may be construed by TM, other persons or a court of law as a waiver of TM’s right to enforce

any term of this Agreement, and no alleged course of dealing between TM and Broker, and no prior or

contemporaneous oral statements of either Broker or TM to the contrary may vary or alter the terms of this Agreement

17. SURVIVAL OF PROVISIONS; SEVERABILITY: All of the covenants, agreements, representations and

warranties made herein by the Parties hereto shall survive and continue in effect after the termination of the Agreement

or the consummation of the transactions contemplated hereby. Any provisions of the 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 invalidation of the remaining portions hereof or affecting the validity or enforceability of such

provision in any other jurisdiction. This Agreement may be executed in counterparts, all of which taken together shall

constitute one and the same instrument.

18. ASSIGNMENT: This Agreement may not be assigned or transferred by Broker without the prior written

consent of TM.

19. AMENDMENT/TERMINATION: TM shall have the right to amend this Agreement with written notice to

the Broker. At TM's request, Broker shall acknowledge changes to the Agreement in writing, but Broker's failure to

provide written acknowledgment of any amendment shall not impair the enforceability of such amendment. This

Agreement may also be terminated with respect to future purchases of Loans by either Party at any time by giving

written notice of termination to the other Party. Upon the occurrence of any Event of Default as described in Paragraph

14(i), 14(ii) or 14(iv) hereof, TM may either terminate this Agreement upon notice to Broker or, without affecting any

other rights or remedies available to TM under this Agreement or at law or in equity, immediately suspend all

registrations and lock-ins and may refuse to fund any or all Loans, pending the cure, to TM's satisfaction, of such

Event of Default. Upon the occurrence of an Event of Default under Paragraph 14(iii), this Agreement shall terminate

automatically. Termination of this Agreement shall not in any respect change, alter, or modify the obligations of TM

and Broker with respect to Loans that have been purchased by TM from Broker prior to the date of such termination.

20. GOVERNING LAW; INTERPRETATION; ATTORNEY’S FEES: This Agreement shall be governed by, and

construed and enforced in accordance with, applicable Federal law and the internal laws of the State of Tennessee

excluding choice of law principles. Each Party irrevocably (i) submits to the exclusive jurisdiction of any state or

federal court sitting in Shelby County, Tennessee or the United States District Court for the Western District of

Tennessee with respect to all matters arising out of or relating to this Agreement, (ii) agrees that all claims with

respect to any such action or proceeding may be heard and determined in such state or federal court, (iii) waives to the

fullest possible extent, the defense of inconvenient forum, (iv) waives the right to a trial by jury, and (v) agrees that a

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final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit

on the judgment or in any other manner provided by law. If suit be brought to enforce any term of this Agreement, the

prevailing Party shall be entitled to costs of suit plus a reasonable attorney’s fee as shall be fixed by the court and such

fees and costs shall include those incurred in all post-trial or post-decision proceedings, including all appeals or

retrials.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

Broker: _______________________ TM: Triumph Mortgage

By: _______________________________ By: __________________________________

Name: ____________________________ Name: Travis Chapman

Title: _____________________________ Title: President

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Compensation Agreement

Exhibit A

An Addendum to the Mortgage Broker Agreement between Triumph Mortgage, (hereinafter referred to as "TM") and

____________________________________________________

(Broker, herein referred to as “Originator”)

Located at:

____________________________________

____________________________________

____________________________________

As of ______________, 20____.

Whereas, TM, in connection with the rules amending Regulation Z regarding loan origination compensation and anti-

steering provisions, amends the current Wholesale agreement to add this Addendum that sets forth a Compensation

Agreement.

Originator will at all times comply and warrant compliance with 12 C.F.R. § 226.36 and the related Official Staff

Commentary, and any amendments thereto (the “Compensation Rule”). Without limiting the foregoing, Originator also

agrees to comply with this Compensation Agreement.

Effective Date and Covered Transactions:

This Addendum is effective as of the date set forth above and applies to any application for a consumer credit

transaction subject to the Compensation Rule that TM receives from Originator on or after April, 1, 2011.

Definitions:

Compensation has the meaning set forth in the Compensation Rule. Originator acknowledges and agrees that

Compensation includes, without limitation, salaries, commissions and any financial or similar incentive, and that

Compensation does not include bona-fide and reasonable fees collected for the payment of actual charges to non-

affiliated third parties.

Creditor is a creditor for purposes of the Compensation Rule. Originator acknowledges and agrees that a

Creditor is the party to whom the obligation is initially payable, provided that party funds the transaction at settlement

out of its own resources (including drawing on a bona fide warehouse line of credit) or out of deposits held by the

party. A party that uses table funding, as defined for purposes of the Compensation Rule, to fund a transaction is not a

“Creditor”.

Loan Originator has the meaning set forth in the Compensation Rule. Originator acknowledges and agrees that a loan

originator includes a person who for compensation or other monetary gain, or in expectation of compensation or other

monetary gain, arranges, negotiates, or otherwise obtains an extension of consumer credit for another person. “Loan

originator” includes an employee of a Creditor or a mortgage broker, if the employee meets the definition of “loan

originator”.

Periodically TM may allow changes to compensation agreements quarterly.

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Prohibitions:

Without limiting foregoing, Originator agrees as follows:

TM will not pay, and Originator shall not receive, any compensation based on the terms or conditions of a consumer

credit transaction, other than as permitted by the Compensation Rule and said compensation shall be based on the

principal amount of the loan.

Originator shall not receive in connection with the same consumer credit transaction in violation of the Compensation

Rule, compensation directly from the borrower (or any party deemed to be the borrower) and compensation from any

other source.

Without limiting the foregoing, (a) the borrower may pay all Loan originator compensation in connection with a

consumer credit transaction and, in such case, no compensation will be paid, either directly or indirectly, to a loan

originator by TM, and (b) if TM pays compensation to a loan originator in connection with a consumer credit

transaction, no loan originator may receive compensation directly or indirectly from the borrower in connection with

the transaction.

Originator is prohibited from directing or “steering” a consumer to consummate a transaction that is not in the

borrower’s best interest to increase the compensation to originator.

Originator or employees of originator shall at no time represent that they act as an agent or employee of TM.

Agreement:

Without limiting the foregoing, Originator agrees as follows:

Originator shall comply and warrant compliance with all current and future promulgation of laws and regulations

associated with the origination and closing of a mortgage loan.

Originator shall retain all documentation, compensation agreements, and settlement statements on transactions funded

by TM for a period of not less than two years.

Originator represents and warrants to TM in connection with all loan applications submitted by Originator to TM that

result in consumer credit transactions closed:

1. The compensation received by the Originator will either be paid by TM or by the borrower. If TM pays or will pay

any compensation to Originator, Originator shall not receive compensation directly from the borrower. If Originator

receives or will receive compensation from the borrower, the compensation shall be disclosed by Originator to TM and

Originator acknowledges and agrees that Originator shall not receive any compensation from TM or any other party.

2. It is expressly agreed by and between the parties that any and all compensation paid in conjunction with loans

received by the Originator in connection with State Housing Authority products shall be limited to compensation paid

by the borrower. TM does not offer Originator Compensation on these loans.

3. Originator did not steer the borrower to consummate a transaction on the basis that Originator will receive, or has

received, greater compensation than in other transactions that Originator offered or could have offered to the borrower,

unless the consummated transaction is in the borrower’s best interests.

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Lender Paid Compensation to Originator:

To the extent that TM compensates Originator in connection with a consumer credit transaction, unless otherwise

agreed to or determined by TM, the compensation will be based on a fixed percentage of the loan amount, and may be

subject to a minimum and/or maximum dollar amount, and the compensation will not be based on any other term or

condition of the consumer credit transaction. TM will not close loans that exceed any applicable state maximum

compensation levels, or fail any state or federal high cost test.

__________________________________ Triumph Mortgage

Originator Company Name

__________________________________ __________________________________

Name/ Title of Authorized Officer Travis Chapman, President

__________________________________ __________________________________

Signature Signature

__________________________________ __________________________________

Date Date

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Addendum to Compensation Agreement

Compensation Amount

For all loan types covered by this Agreement, the amount of compensation originator will receive; where TM is paying

all compensation will be:

TM offers the following compensation options rounded to the nearest 1/8 of 1 % of the principal balance of the loan.

The minimum payment being offered for the services you provide is 0.50% of the principal balance of the loan, and the

maximum payment of payment being offered is 2.50% of the principal balance of the loan.

Please insert in the space provided below the margin your company chooses to be paid on each loan.

______________ % of the principal amount of the loan. (Please round to nearest 1/8th)

You Do Not Have to Choose a Minimum or Maximum Dollar Amount paid on each loan but may elect to do so by

placing an amount in the blanks below.

$_________________ minimum dollar amount of compensation

$_________________ maximum dollar amount of compensation

The percentage and/or maximum and/or minimum dollar amount can be reviewed or changed periodically by TM. Any

change in these amounts will be applied to new loans locked by TM after the effective date of the change. No change

in the compensation amount shall affect the validity of any other term or condition of this Agreement.

__________________________________ Triumph Mortgage

Originator Company Name

__________________________________ __________________________________

Name/ Title of Authorized Officer Travis Chapman, President

__________________________________ __________________________________

Signature Signature

__________________________________ __________________________________

Date Date

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