venta financial group, inc. dba venta wholesale mortgage ... · venta financial group, inc. dba...

Rev. 01/10

1290 S. Jones Boulevard, #150B, Las Vegas, NV 89146 P: (702) 588-5430 F: (866) 412-5928

Venta Financial Group, Inc. dba Venta Wholesale Mortgage Broker Application Checklist

**Please E-Mail all applications to: [email protected]**

Documents Required From ALL Brokers: Venta Financial Group, Inc. dba Venta Wholesale Broker Application Checklist Venta Financial Group, Inc. dba Venta Wholesale Broker Application completed, signed and dated by at least one principal. Please complete all information requested, answer all questions and return all pages. Please list Social Security numbers for all Brokers and Owners listed on the application Include list of 3 lender references on the application or attach separately Include copy of HUD Approval

NOTE: An original signature is required on the Broker Application. Please return all pages and any applicable addendum

NOTE: An original signature is required on the Broker Agreement and addendums Copy of current state (broker) license (issued by the applicable authority) for the broker of record for each state in which you wish to

originate loans or equivalent documents. Current resumes of all principals and senior operations staff members. Credit report dated within 90 days of all Brokers and Owners. Copy of company filed DBA or Fictitious Business Name filing. Form W-9 Request Execute HUD Certification - Attached Most recent year financial statements (if applicable) – audited Previous quarter’s Profit & Loss Statement and Balance Sheet Quality Control Procedures – required if going to FHA sponsorship Copy of current Errors and Omissions Insurance, if available Copy of current Mortgage Fidelity Bond, if available Executed copy of Venta Wholesale’s Fair Lending Policy Executed copy of Venta Wholesale’s Loan Fraud Prevention Policy List of All branch locations, addresses and contact information along with and DBA reference

For Corporations, Additional Documents Required:

Corporate Resolution of the Board of Directors to do business with Venta Wholesale Articles of Incorporation (copy stamped as filed with applicable Secretary of State) Copy of current state license (issued by the applicable authority) for the corporation

For Partnerships, Additional Documents Required:

Partnership Resolution of Authority document For Limited Liability Companies, Additional Documents Required:

Articles of Organization (copy stamped and filed with applicable Secretary of State) Resolution from members to do business with Venta Wholesale

mailto:[email protected]�

Rev. 01/10


Broker Application

Company Profile: Legal Company Name: ___________________________________________________________ Broker DBA: ___________________________________________________________________ Licensed Address: _____________________________________________________________ Mailing Address: _______________________________________________________________

City: ______________________________ State: ___________ Zip: __________ Phone: _____________________ Fax: _____________________ Broker of Record E-mail Address: ________________________________________________ Type of Business: ____ Corporation ____ Partnership ____ LLC ____ Sole Proprietorship Tax ID#: ____________________ Broker License #: ____________________ Date of Incorporation: _______________ Under Which State Laws: _____________________ Company’s Fiscal Year End (mm/dd): _____________ Years in Residential Lending: _______ Name of Parent Company: ______________________________________________________ Type of Institution: ____ Broker ____ Banker ____ Net Branch ____ Financial Institution List additional originating branch addresses: (attach separate page if necessary) _____________________________________________________ # of Loan Officers: _______ _____________________________________________________ # of Loan Officers: _______ Primary Markets: Please indicate in what geographical markets you are originating production (city & state): ________________________________________________________________________________________________________________________ List Contact Personnel: Name, phone and email address: _______________________________________________________________ _______________________________________________________________ _______________________________________________________________ FHA Approval: (please submit copy of HUD approval) FHA __/__/____ ID: _________________ Has your company (or individual officer) ever been suspended from selling or servicing mortgages by any investor or agency? (If yes, please give details) ________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

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Company Ownership: Please list all principals with 25% or greater interest. All individuals hereby authorize Venta Financial Group, Inc. (“Venta Wholesale”) to obtain credit information as part of the approval/annual review process.

1. Owner: _____________________________________________ Ownership Percentage: ______% Social Security Number: _________-_______-________ Prof. License #: __________ Signature: ___________________________________________

2. Owner: _____________________________________________

Ownership Percentage: ______% Social Security Number: _________-_______-________ Prof. License #: __________ Signature: ___________________________________________



Lender References Please provide (3) investor references with which you have entered into a Broker Relationship, OR attach (2) recent (within the past 2 years) lender approval letters.

1. Company: _____________________________________________ Contact: _______________________________________________ Phone: _________________ E-Mail: __________________ Comments: (For internal use only)

2. Company: _____________________________________________ Contact: _______________________________________________ Phone: _________________ E-Mail: __________________ Comments: (For internal use only)

3. Company: _____________________________________________

Contact: _______________________________________________ Phone: _________________ E-Mail: __________________ Comments: (For internal use only)

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Corporate / Ownership Structure

1. Has the applicant, its principals, its parent, subsidiary or affiliates been a party in a lawsuit in reference to the origination, sale and / or servicing of loans in the past five years? ______YES ______NO If YES, attach an explanation

2. Is the applicant, its principals, its parent, subsidiary or affiliates presently involved in any pending litigation, either civil or criminal?

______YES ______NO If YES, attach an explanation

3. Has the applicant, its principals, its parent, subsidiary or affiliates had any judgments entered against them in the past 24 months? ______YES ______NO If YES, attach an explanation

4. Is the applicant, its principals, its parent, subsidiary or affiliates currently subject to regulatory or supervisory action by a regulatory agency? ______YES ______NO If YES, attach an explanation

5. Has the applicant, its principals, its parent, subsidiary or affiliates had any significant exceptions noted during any investor or agency audits over the past 36 months? ______YES ______NO If YES, attach an explanation

6. Has the applicant, its principals, its parent, subsidiary or affiliates ever been subject to an Order, Judgment or Decree enjoining him or her from engaging in any activities in connection with any type of business transactions (including the purchase or sale of a security) or acting as (or as associated or affiliated person) an investment advisor, underwriter, broker, dealer, financial institution, or any other business? ______YES ______NO If YES, attach an explanation

7. Have any management/senior officers been employed by any institution with two years of its debarment by the Department of Housing

and Urban Development? ______YES ______NO If YES, attach an explanation

8. Has the applicant, its principals, management, senior officers consultants or any individual functioning in an advisory capacity to your firm been convicted of a crime or named in a criminal proceeding (excluding traffic violations) ______YES______NO If YES, attach an explanation

9. Has the applicant, its principals, its parent, subsidiary or affiliates ever been denied, suspended or disqualified from selling or servicing

mortgages by an investor, private mortgage insurance company, regulator or agency or been subject to bankruptcy proceedings? ______YES ______NO If YES, attach an explanation

10. Has the applicant, its principals, its parent, subsidiary or affiliates had any formal complaints filed against them by any state or federal agency in the past three years? ______YES ______NO If YES, attach an explanation

11. Has the applicant, its principals, its parent, subsidiary or affiliates ever been prohibited from engaging in regulated activities, or had licensees denied, suspended or revoked? ______YES ______NO If YES, attach an explanation

12. Has the applicant, its principals, its parent, subsidiary or affiliates ever been refused coverage under fidelity or surety bond or has any Surety Company paid out fund on or canceled such coverage? ______YES ______NO If YES, attach an explanation

13. Does the applicant or its shareholder(s) hold an ownership interest in any other business entity(ies)?


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14. Has the applicant, its principals, its parent, subsidiary or affiliates reported a net loss in any other of the past three fiscal years?


15. Has the applicant been required to repurchase or indemnify any loans in the past 12months? ______YES ______NO If YES, attach an explanation

16. Has the applicant, its principals, its parent, subsidiary or affiliates had any lending relationships terminated in the last twelve months? ______YES ______NO If YES, attach an explanation

Please indicate the percentage of use and the last year dollar volume of the following programs:

% Of Use $Volume (Preceding Year)

30 Year Fixed Conforming _________ _____________________ 15 Year Fixed Conforming _________ _____________________ Jumbo Fixed Rate _________ _____________________ ARM _________ _____________________ FHA/VA _________ _____________________ 2nd Mortgages _________ _____________________ Other: _________ _____________________ Total Volume _________ _____________________ Estimated Annual Volume to Venta Wholesale: _______________________________________________ Current Servicing Volume: ________________________________________________________________

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BROKER AGREEMENT

THIS BROKER AGREEMENT (the "Agreement") is entered into as of this_________ day of__________, 20___, by and between Venta Wholesale, having its principal office @ 1290 S. Jones Blvd., Suite 250, Las Vegas, NV 89146 and ______________________________________, a ("Broker") having its principal office at the address listed on the signature page of this agreement. WHEREAS, Broker engages in the business of taking applications for residential mortgage loans, recommending and choosing a mortgage product and completing applications and processing those applications on behalf of others; and WHEREAS, from time to time, Venta Wholesale desires to act as a lender for such mortgage loans, and to underwrite and fund such mortgage loans, subject to the terms of this Agreement. NOW THEREFORE, for mutual consideration, the receipt and sufficiency of which are hereby acknowledged, the parties, intending to be legally bound, agree as follows: ARTICLE 1: DEFINITIONS AND RULES OF CONSTRUCTION Agency: Fannie Mae, formerly known as the Federal National Mortgage Association ("Fannie Mae"), Freddie Mac, formerly known as Federal Home Loan Mortgage Corporation ("Freddie Mac"), the Government National Mortgage Association ("Ginnie Mae"), The Federal Housing Administration ("FHA"), The Veterans Administration ("VA"), the Department of Housing and Urban Development ("HUD"), or any other federal or state agency which sponsors mortgage loans. Applicable Requirements: All of the following: (i) all contractual obligations of Broker (including, without limitation, those contractual obligations contained in this Agreement and/or in any of the Mortgage Loan Documents) for which Broker was or is responsible; (ii) all applicable federal, state and local legal and regulatory requirements (including statues, rules, regulations and ordinances) binding upon Broker, (iii) all other applicable requirements and guidelines of each governmental and quaffs-governmental agency, board, commission, instrumentality and other governmental body or office having jurisdiction; (iv) all stipulations, awards writs and injunctions; (V) the reasonable and customary mortgage origination practices of prudent mortgage brokers that originate Mortgage Loans of the same type as the Mortgage Loans in the jurisdictions in which they require a standard of care that is not lower than that and exercises in originating and administering Mortgage Loans for its own account ( if applicable). Applicant: A person seeking a Mortgage Loan. Application: A request from a prospective Borrower seeking a Mortgage Loan taken by Broker on the applicable form and in conformity with the applicable terms and conditions set forth in this Agreement, together with any, and all materials issued and/or collected in connection therewith. Borrower: The person or persons who submit(s) an Application to Broker, and receive(s) a Mortgage Loan that is the subject of this agreement. Broker Application: An application executed by Broker and submitted to Venta Wholesale for Venta Wholesale's approval to originate Mortgage Loans with Venta Wholesale, which application shall be in the form designated by Venta Wholesale from time to time. Guidelines: All policies, procedures, and requirements of Venta Wholesale issued from time to time by Venta Wholesale electronically or in writing and applicable to the origination, underwriting, and closing and of Mortgage Loans pursuant to this Agreement. The Guidelines can be modified in part or in whole at anytime by Venta Wholesale immediately upon notice to Broker; which notice may include publication of changes by electronic means including, but not limited to, posting to an applicable Venta Wholesale website. The Guidelines and all revisions thereto, are expressly incorporated herein by this reference and made a part of this Agreement in all respects. Changes to the Guidelines will become effective when published unless otherwise provided in an earlier communication. Knowledge: That which is actually known to the Broker including its officers, agents, directors, and employees, or that which through exercise of reasonable care or diligence, should have been known to any of such persons. Mortgage: A valid and enforceable mortgage, deed of trust or other instrument pledging property as security for payment of a Note. Mortgage Loan Documents: The Note and Mortgage and any and all other documents, instruments and materials that are required to be maintained or prepared in connection with the making of Mortgage Loans pursuant to this Agreement. Mortgage Loan Program: A type of Mortgage Loan, the terms and conditions of which are described in the Guidelines, and which are described in the Guidelines, and which can be offered to Applicants as an eligible Mortgage Loan under the terms of this Agreement.

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Mortgage Property: The interest in real property encumbered by the Mortgage. Note: A valid and enforceable promissory note or other instrument, which evidences a Borrower's obligation to repay a Mortgage Loan. Program Documents: This Agreement, the Broker Application, any document evidencing any of the Guidelines, any and all Applications submitted by Broker in connection with this Broker Guide, and any and all documents, instruments and materials issued or submitted by Broker in connection with any of the foregoing. Register and Registration: The act or process of registering a prospective Mortgage Loan with Venta Wholesale, as set forth in the Guidelines. A Registered Mortgage Loan may be in float status or in a Rate-Locked status. Rate- Lock: The act of obtaining a required rate and required price/compensation to Broker in connection with a prospective Mortgage Loan, subject to any qualifications and/or caveats set forth on any applicable Rate Sheet or Guidelines. Rate Sheet: An informational sheet that provides a representation of interest rate and price/ compensation to Broker combinations under current market conditions, subject to applicable price adjustment factors, Mortgage interest rate and margin buy-ups and buy-downs, and any other qualifications and/ or caveats set forth therein. Underwrite: "Underwrite" or "Underwriting" means the examination of an Applicant's Application, credit history, income and financial resources, and the real estate collateral to be used as security for the Mortgage Loan, using the underwriting standards of the particular Mortgage Loan Program for the purposes of determining whether to extend credit to an Applicant. RULES OF CONSTRUCTION a. Relation to Other Documents: Nothing in this Agreement shall be deemed to amend or relieve Broker of its obligations under any other Program Document. b. Venta Wholesale's Sole Discretion: Whenever any provision of this Agreement or the Broker Agreement requires Venta Wholesale to make a determination of fact or a decision to act, or to permit, approve, or deny another party's action; such determination or decision shall be deemed to be in Venta Wholesale's sole and absolute discretion. ARTICLE 2: ELIGIBLE LOANS; PRICING MORTGAGE LOAN PRICING: Venta Wholesale shall issue to Broker on Periodic basis Rate Sheets and/or other pricing information applicable to Mortgage Loan Programs offered by Venta Wholesale. Such Rate Sheets and/ or pricing information shall be issued by Venta Wholesale by facsimile, electronic mail, or by posting on the applicable Venta Wholesale website, and shall be subject to change by Venta Wholesale without notice. Broker covenants to Venta Wholesale that Broker shall comply with Applicable Requirements (including, without limitation, any applicable Guidelines concerning interest rates and Rate-Lock s that apply to the particular Mortgage Loan Programs offered by Venta Wholesale). In The event that a Rate- Lock expires prior to the closing of the related (prospective) Mortgage Loan, and such expiration is not due to any negligent act or obligations with respect to such Mortgage Loan, and Broker shall take no action suggesting otherwise. ARTICLE 3: DUTIES OF BROKER 3.1 TAKING OF APPLICATIONS; DISCLOSURES. Broker shall take applications for Mortgage Loans in its own name through its employees. Broker shall provide to each Applicant, contemporaneously with the taking of such application, broker disclosure(s) that comply with Applicable Requirements and the Guidelines. All Applications must have been originated and processed by Broker. Broker shall not submit third party originations under this Agreement. 3.2 REGISTRATION; APPLICATION. Broker shall register each Application with Venta Wholesale as set forth in the Guidelines. Broker shall submit for each Application Registered with Venta Wholesale (a) the fully completed broker disclosure(s) which have been signed as of the date of application by the Applicant and by Broker; (b) the actual Application signed by the Applicant and (c) such credit, financial and other information in this Agreement and/or the Guidelines, including, with respect to any government-sponsored loan, any information required by the procedures and guidelines of the sponsoring Agency. Broker shall assist Venta Wholesale in obtaining any additional information needed or desired by Venta Wholesale to facilitate the underwriting and closing of the loan transaction.

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3.3 BROKER COMPENSATION. Any fee payable to Broker for its provision of goods, services in connection with Applications and Mortgage Loans shall be paid in accordance with the Guidelines and Applicable Requirements, and only in connection with a particular Mortgage Loan if each of the following conditions is met: (a) Broker has actually provided necessary goods, services and/or facilities in connection with the Mortgage Loan; (b) Broker is in compliance with all Applicable Requirements and all of terms of this Agreement and has submitted fully executed copies of all required disclosures with the Application; (c) Broker has submitted an executed Mortgage Loan Origination Agreement between Broker and the Applicant, which agreement satisfies the requirements of the Applicable Requirements and Guidelines; with respect to each Application, Broker and the Applicant have completed and executed copy a Good faith Estimate ("GFE") which complies with Applicable Requirements and contains all applicable fees and charges and itemizes the dollar amount of compensation that will be paid to the Broker. Venta Wholesale shall rely on the Broker's GFE in completing its own GFE. Broker's compensation may not be greater than the amount set forth in the Broker- completed GFE; (e) Broker has performed, at a minimum, the services required under Section 3.3 of this Agreement and the Guidelines with respect to the Mortgage Loan; (f) any lender paid compensation, when combined with other borrower -paid compensation in connection with the origination of the Mortgage Loan, shall not be greater than that allowed under Applicable Requirements and shall subject to the additional limitations set forth in the Guidelines. Broker covenants to Venta Wholesale that the total compensation earned by Broker from all sources will not retain duplicative payments for any of those goods, fees or services. 3.4 COMMUNICATIONS WITH APPLICANTS Except as maybe otherwise provided in the Guidelines, Broker shall be responsible for all communications with Applicants Broker shall promptly deliver to such Applicants any documents prepared by Venta Wholesale and intended for delivery to Applicants. 3.5 LOAN RECISSION, REIMBURSEMENT OF FEES If Broker has collected any fees from a Borrower, including any fees payable to a third party, in connection with a Mortgage Loan that is rescinded by the Borrower pursuant to applicable state or federal law regulation, Broker shall promptly refund all such fees that are required to be refunded to the Borrower. Broker shall also pay to Borrower any other amounts to which Borrower is entitled, whether or not those amounts were ever paid to or through Broker. 3.6 EARLY PAYMENT OFF In the event any Loan Package prepays in full within four (4) months from time of closing, Broker shall, within seven (7) days of Lender’s written notice, remit to Lender all above par pricing paid to Broker and any actual losses sustained by Lender with respect to such early prepayment; provided that, the amount that is reimbursed to Lender shall be reduced, but not below zero dollars, by the amount of any prepayment penalty fees paid to Lender with respect to such Loan Package. 3.7 EARLY PAYMENT DEFAULT In the event that any Loan Package funded by Venta Financial Group, Inc. goes into early payment default within four (4) months from funding date, Broker shall, within seven (7) days of Lender’s written notice, remit to Lender any amounts incurred by loss. ARTICLE 4: UNDERWRITING AND CLOSING 4.1 UNDERWRITING OF REGISTERED APPLICATIONS Venta Wholesale or its agent shall underwrite every Application Registered pursuant to this Agreement. Venta Wholesale shall have no obligation to approve or close a Mortgage Loan which in its sole discretion does not meet Venta Wholesale's Underwriting requirements. In making its determination, Venta Wholesale expressly disclaims any conclusions Broker may draw as to the general quality or acceptability of the related Application. Venta Wholesale retains sole and absolute discretion to reject any Application that does not comply with the terms and conditions of this Agreement or the Guidelines, or for any reason whatsoever (except any reason prohibited by law), and to set the terms and conditions of any approval of an Application. Venta Wholesale shall notify Broker of the disposition of an Application as set forth in the Guidelines. Broker may not represent that Venta Wholesale has approved or will approve any Application until Venta Wholesale informs Broker in writing that it has done so. If Venta Wholesale declines any Application, Broker shall notify the Applicant promptly upon receipt of notice of Venta Wholesale's decision and deliver the required adverse action notice to the Applicant in accordance with Applicable Requirements. Broker shall also maintain evidence that any adverse action notice required to be received by the Applicant was in fact received. VENTA WHOLESALE will have no obligation or liability to Broker for any mortgage loan that is not closed by Venta Wholesale nor any delays in the processing of any Application. 4.2 CLOSING OF MORTGAGE LOANS- VENTA WHOLESALE Shall proceed to the closing of the Mortgage Loan under the terms and conditions of its approval. VENTA WHOLESALE shall prepare the closing package and close the Mortgage Loan in its name and with its own funds. Notwithstanding the foregoing, if separately agreed to in an Addendum to this Agreement signed by the parties, Venta Wholesale may authorize Broker (a) to prepare the closing package for Venta Wholesale review, and/or (b) to close the Mortgage Loan in Broker's name.

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ARTICLE 5: GENERAL REPRESENTATIONS, WARRANTIES, AND COVENANTS OF BROKER As an inducement to Venta Wholesale to enter into this Agreement and to consummate the transactions contemplated hereunder, Broker makes the following representations, warranties and covenants to Venta Wholesale and any successor in interest to Venta Wholesale under this Agreement as of the date hereof, as of each and every date Broker submits an Application to Venta Wholesale, and (with respect to each such Application) as of the date that the related the Mortgage Loan is funded by Venta Wholesale. Venta Wholesale shall be deemed to have relied on such representations, warranties, and covenants, regardless of any independent investigation it may have made or may hereafter make. 5.1 COMPLIANCE WITH LAWS Broker, has complied, and shall comply, both in the conduct of its business generally, and in its origination of each Mortgage Loan and the submission of each Application, with all Applicable Requirements, including, without limitation upon the generality of the foregoing, the GLB Act and the FCRA ( as defined in Section 11.7 below), the Equal Credit Opportunity Act ("ECOA") and Regulation B, including without limitation its requirements relating to nondiscrimination; the Regulation X; and state laws and regulations governing and warrants that no Mortgage Loan is High Cost Loan as that term is defined by the Home Ownership and Equity Protection Act ("HOEPA") or similar state and/or federal law, and the Mortgage Loan does not fall into any other classification under state law which the Guidelines identify as a Mortgage Loan not eligible for purchase. Broker further represents and warrants that it is properly licensed in all jurisdictions where required for the origination of Mortgage Loans as provided for in this Agreement and agrees to maintain all applicable licenses and approvals in good standing during the term of this Agreement. If any FHA,VA, or other Agency sponsored Applications are offered to Venta Wholesale, Broker warrants that it has obtained, and has provided copies to Venta Wholesale of, all FHA,VA and other Agency approvals requires to take any action or to be taken by Broker in relation to such files. Broker shall maintain, and, at Venta Wholesale's request make available for Venta Wholesale's inspection, evidence of compliance with all such requirements. 5.2 NOTICE OF THREATENED ACTIONS Except as otherwise disclosed to Venta Wholesale in the Broker Application, Broker has not been issued any administrative order, Cease and Desist decree or been the subject of regulatory action. Broker covenants to Venta Wholesale that Broker shall immediately advise Venta Wholesale in writing any inquiry, material complaint or pending or threatened action, by way of a proceeding or otherwise, to revoke or limit any license, permit, authorization or approval issued or granted by any federal, state or local government or quasi-governmental body, or any agency or Instrumentality thereof, necessary for Broker to conduct its business, or to impose any penalty or other disciplinary sanction in connection therewith, or any other sanction that would materially affect Broker's business. In addition, in the event Broker receives any letter, notice, or other writing ("Notice") from any regulatory agency with respect to any Application Registered with Venta Wholesale, Broker covenants to Venta Wholesale that broker shall advise Venta Wholesale immediately of such Notice and deliver a copy of the Notice to Venta Wholesale. Broker further represents and warrants that no material complaints have been filed against Broker alleging unfair and deceptive practices and/or violations of any consumer protection laws and, Broker covenants to Venta Wholesale that Broker shall notify Venta Wholesale immediately in the event of any such occurrence. 5.3 LITIGATION Except as previously disclosed in writing to and acknowledged in writing by Venta Wholesale, Broker is not a party to (a) any pending, or, to Broker's Knowledge, threatened litigation as a defendant involving fraud, misrepresentation, violation of any state or federal lending laws or regulatory compliance, (b) any claims by borrowers or (c) any negative investor or regulatory finding through audits, examinations or mortgage guaranty insurance investigations. 5.4 INSURANCE Unless otherwise agreed to in writing by Venta Wholesale, Broker possesses and shall maintain, at no expense to Venta Wholesale, during the term of this Agreement, fidelity bond coverage and errors and omissions insurance, and shall furnish evidence of such coverage upon request of Venta Wholesale. Such policies shall be in reasonable amounts, with acceptable standard coverage(s), satisfactory to Venta Wholesale. Broker shall notify Venta Wholesale of changes thereto or cancellations thereof. 5.5 BUSINESS INFORMATION Broke shall furnish Venta Wholesale and its representatives with any necessary information and data concerning the affairs of Broker, as Venta Wholesale may reasonably request, including without limitation information regarding the status of Broker's licenses, permits, authorizations and approvals necessary for the conduct of its business as well as copies of such documents. Broker shall furnish, annually or as requested by Venta Wholesale, copies of financial statements, the type and sufficiency of which shall be determined by Venta Wholesale in its sole discretion, together with such other information bearing upon the Broker's financial condition as Venta Wholesale may reasonably request.

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5.6 ABILITY TO PERFORM Broker represents that it employs or will employ a sufficient number of knowledgeable and capable individuals to perform the services required by this Agreement. ARTICLE 6: REPRESENTATIONS, WARRANTIES AND COVENANTS AS TO APPLICATIONS AND/OR MORTGAGE LOANS As further inducement to Venta Wholesale to enter into this Agreement and to consummate the closing and of Mortgage Loans hereunder, Broker makes the below referenced representations, warranties and covenants, as of the date of submission to Venta Wholesale of the related Application , and as of the date the related Mortgage Loan is funded by Venta Wholesale. Each of the following representations, warranties and covenants (a) applies to any and all Applications Registered by Broker with Venta Wholesale and funded by Venta Wholesale, (B) is for the benefit of Venta Wholesale and its successors and assigns, (c) continues in full force and effect for so long, (d) is deemed to have been relied on by Venta Wholesale, regardless of any independent investigation Venta Wholesale may have made or may here - after make, and (e) is in addition to any contained elsewhere herein. 6.1 COMPLIANCE WITH LAWS AND WITH VENTA WHOLESALE POLICIES AND PROCEDURES To Broker's Knowledge, as of date each Mortgage funded by Venta Wholesale, the Mortgage Loan will comply with all Applicable Requirements. The origination of the Mortgage Loan complies in all respects with the Guidelines. Each Mortgage Loan Registered was originated by Broker and not by a third party. The Application (including all information and documentation submitted in connection with such Application) and, to Broker's knowledge, all related Mortgage Loan Documents have been prepared and/or completed in accordance with the Guidelines and all Applicable Requirements, and all information provided by each of the Applicant and Broker in such Applications, Mortgage Loan Documents, or other documents and/or provided to any Agency or private mortgage insurer is true and correct in all respects and does not fail to disclose any facts which would make such information misleading. All Broker compensation has been fully disclosed to the Applicant in compliance with Applicable Requirements and the Guidelines. The applicant has executed and received a copy of the broker disclosure(s) as required by the Guidelines and there are no disputes with respect to Broker's compensation in connection with the origination or closing of the Mortgage Loan. 6.2 FACTUAL DISCLOSURE With regard to all Applications submitted to Venta Wholesale hereunder, all facts relating to any prospective Mortgage Loan transaction that are known or should be known to Broker and that may adversely affect the value of the Mortgaged Property, the credit, character or capacity of the Borrower, the validity of the Mortgage, or any other aspect of the transaction, have been damaged by fire, flood, or other causes. 6.3 NO ADVERSE CIRUMSTANCES Broker has no knowledge of any circumstances or conditions with respect to the Application, the related Mortgaged property, the Applicant or the Applicant's credit standing that reasonably could be expected to cause third party investors or the Agencies to regard any related Mortgage Loan to become delinquent or adversely affect the value or marketability of the related Mortgage Loan. 6.4 NO OTHER AGREEMENTS Broker has not made, directly or indirectly, any payment on the Mortgage Loan, the Application, or any fee paid for goods and services rendered in connection with the origination and closing of the Mortgage Loan, or any other Loan of the Applicant from any other person or entity. Broker has also not made any agreement with the Applicant providing for any variation of the Note rate, schedule of payment or other terms and conditions of the related Mortgage Loan; and Broker has not received a request for approval of or notice of any proposed assumption, loss draft or payoff of the Mortgage Loan. ARTICLE 7: PURCHASE 7.1 NON- WAIVER OF REMEDIES; RIGHT OF SETOFF- VENTA WHOLESALE Is not required to demand purchase within any particular period of time. Any delay or passage of time before making such demand shall not constitute a waiver by Venta Wholesale and nothing contained in this Article 8 shall limit Venta Wholesale's rights to any remedy legal or equitable remedies, including those provided for herein being in addition to an not in lieu of any other remedy. Any amount owed by Broker to Venta Wholesale may be offset by Venta Wholesale against funds due to Broker. ARTICLE 8: INDEMNIFICATION Broker shall indemnify, defend and hold Venta Wholesale harmless against and in and in respect of, and shall reimburse Venta Wholesale for any and all losses, liabilities, claims, damages, costs including without limitation reasonable attorneys' fees and costs ( including allocated costs of in-house counsel), and actions suffered or incurred by Venta Wholesale which arise out of, result from or relate to: (a) the breach by Broker of any covenant, condition, term, obligation, representation or warranty contained (i) in this Agreement or the Guidelines or (ii) in any written statement or certificate furnished by Broker pursuant to this Agreement, the Guidelines, and /or the Broker Application, including, without limitation, those

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arising from any improper origination or processing of Mortgage Loans; or (b) any material act or omission adversely affects any Mortgage Loan Registered with and funded by Venta Wholesale hereunder. Without limiting the foregoing, Broker's obligations under this Article 8 shall include costs and expenses associated with Venta Wholesale efforts to require Broker to purchase Mortgage Loans under this Agreement. In all actions with the third parties in which Venta Wholesale has the right to be indemnified hereunder, Venta Wholesale shall have the complete and exclusive right to determine the conduct and defense of such legal proceeding or investigation with such third party including, without limitation, the right to compromise, settle, defend or continue and such action. ARTICLE 9: TERM; TERMINATION 9.1 TERM The term of this Agreement shall commence as of the date hereof and shall extend until the termination of this Agreement pursuant to this Article. Broker acknowledges that Venta Wholesale may terminate Broker's participation in any or all of the Mortgage Loan Programs, with or without cause and at Venta Wholesale's sole discretion, pursuant to this Article. Broker and Venta Wholesale agree that this Agreement does not constitute an obligation or commitment of Broker to submit or deliver any specific loan, or of Venta Wholesale to approve or fund any specific loan or loans. 9.2 TERMINATION WITHOUT CAUSE; TERMINATION FOR Venta Wholesale or Broker may terminate this Agreement without cause upon five (5) calendar days' written notice to the other party. Except as provided below, such termination shall not in any respect change or modify the obligations of the parties with respect to Applications that have been Registered and Rate- Locked with Venta Wholesale pursuant to Article 2 prior to the date of termination. No termination hereunder shall change or modify Broker's obligations under this Agreement accruing prior to the date of termination. Notwithstanding anything to the contrary herein, Venta Wholesale may (i) refuse to fund any Mortgage Loan, whether or not such Mortgage has been Registered and/or Rate Locked (and Venta Wholesale shall have no liability under this Agreement for any such refusal) and/or (ii) terminate this Agreement immediately, upon written notice to the Broker, if (a) Venta Wholesale determines that any fraud has occurred in the origination of any Mortgage Loan; (b) Broker fails to perform representation, warranty or covenant made herein; (c) any Broker to do business in accordance with the terms of this Agreement; (d) Broker misrepresents or misleads any Applicants or other persons about the obligations of Venta Wholesale under this Agreement, misrepresents the relationship between Venta Wholesale and Broker, or engages in or aids and abets another in any deceptive practice; (e) Broker attempts to assign its rights under this Agreement without Venta Wholesale' s prior written consent or fails to comply with the requirements of this Agreement restricting transfer of interest; (f) any Brokers licenses, authorities, permits or approvals is revoked, suspended, or cancelled, or expires without renewal; (g) Broker is placed on debarment, limited denial of participation, exclusionary, or similar list of any government sponsored enterprises; or (h) Broker violates any Applicable Requirement, or violates any industry standard, including but not limited to codes of ethics or professionalism. ARTICLE 10: MISCELLANEOUS 10.1 ASSIGNMENT- Venta Wholesale Shall have the right to assign or transfer this Agreement and its duties, obligations or rights there under. Broker may not assign, transfer or subcontract any of its duties, obligations or rights under this Agreement without Venta Wholesale’s prior written consent. A change in the ownership of, or merger or consolidation of, Broker, or sale by Broker of substantially all of its assets, shall be considered an assignment for purposes of this Agreement. In the event Venta Wholesale assigns any of its rights in the Applications and/or related Mortgage Loans that are the subject hereof, such assignee shall have the same rights as Venta Wholesale with respect to this Agreement. 10.2 CONSENT TO COMMUNICATION Broker and Venta Wholesale each understands that by executing this Agreement each such party is consenting to receive communications (including, without limitation, Rate Sheets) sent via facsimile, electronic mail and/or any other party hereto at such facsimile number's) or electronic mail addresses) as designated by the other party from time to time. This consent will be in effect until such time as the Agreement is terminated, and any provisions of the Agreement surviving such termination are no longer in effect. 10.3 NO SOLICITATION; EARLY REPAYMENT (a) Broker shall not solicit or assist in the solicitation of any Borrower, or of any borrower under any other mortgage loan previously funded by Venta Wholesale under any prior agreement with Broker (for purposes of this Section 11.6, any such mortgage loan shall also be a "Mortgage Loan") for any purpose including but not limited to repayment, refinance, or modification of any Mortgage Loan for a period of 180 days after the date the Mortgage Loan was funded. Nothing in this section will prevent Broker from general solicitation in its marketplace for Mortgage Loans so long as any such general solicitation shall not make use of Mortgage Loan origination information, and provided, further, that Borrowers shall not be targeted for such solicitation as a group. (b) Broker shall pay a fee with respect to any Mortgage Loan that pays off or otherwise liquidates (an "early Repayment") with either (i) 60 days after the date the Mortgage Loan was funded or (ii) 180 days after the date the Mortgage Loan was funded if Broker is the procuring cause of the Early Repayment. Venta Wholesale shall notify Broker in writing of the amount due with respect to any Early Repayment. If payment is not promptly received by Venta Wholesale, the amount owing may be set off against any amount due to Broker from Venta Wholesale.

Rev. 01/10


10.4 CONFIDENTIALITY; SAFEGUARDING CONSUMER INFORMATION Broker agrees that information concerning Venta Wholesale's business (including that of all corporate affiliates) is "Confidential Information" and proprietary and shall be maintained in confidence and not disclosed, used, duplicated, published, disseminated or otherwise made available except as described in this section. "Confidential Information" may also include, without limitation, lists of (or other information relating to and identified with) customers, former or prospective customers or Applicants, trade secrets, confidential and proprietary methods, techniques, processes, applications, approaches, and other information of Venta Wholesale in various forms, which information is used or is used or is useful in the conduct of Venta Wholesale business including Venta Wholesale' s origination, purchase, and sale of mortgage products and the subject matter of this Agreement. Broker may use Confidential Information of Venta Wholesale only (i) in connection with performance under this Agreement, and (ii) in compliance with applicable provisions of Subtitle A of Title V of the GrammLeach-Bliley Act (codified at 15 U.S.C. 6801 et seq.), as it may be amended from time to time, (the " GLB Act"), the regulations promulgated there under, the Fair Credit reporting Act, 15 U.S.C. 1681 et seq. (as it may be amended from time to time, the "FCRA" and all other Applicable Requirements. Except as described in this Agreement, Broker shall not copy Confidential Information or disclose Confidential Information to persons who do not need Confidential Information in order to perform under this Agreement. Broker shall maintain an appropriate information security program (in accordance with the GLB Act and/or any other Applicable Requirements) to prevent the unauthorized disclosure, misuse, alteration or destruction of Confidential Information. Confidential Information shall be returned to Venta Wholesale upon termination of this Agreement. Confidential Information does not include information that is generally known or available to the public or that is not treated as confidential by the party claiming such information to be confidential, provided however, that this exception shall not apply to any publicly available information to the extent that the disclosure or sharing of the information by one or both parties is subject to any limitation, restriction, consent, or notification requirement under any applicable federal state information privacy law or regulation then in effect. If requested by Venta Wholesale, any employee, representative agent or subcontractor of Broker, shall enter into a non- disclosure agreement with Venta Wholesale to protect the Confidential Information of Venta Wholesale. A breach of Broker's confidentiality obligations may cause Venta Wholesale to suffer irreparable harm in an amount not easily ascertained. The parties agree that such breach, whether threatened or actual, will give the Venta Wholesale the right to obtain equitable relief, i.e., obtain an injunction to restrain such disclosure or use without the requirement of posting a bond, and pursue all other remedies said party may have at law or in equity. 10.5 ADVERTISING AND TRADEMARK Broker shall not use or appropriate in any manner either the name of Venta Wholesale or of any subsidiary or affiliate of Venta Wholesale, or any of Venta Wholesale's ( or such subsidiary or affiliate's) product names, trade names, symbols or trademarks, unless specifically licensed in writing to do so by Venta Wholesale. 10.6 ENTIRE AGREEMENT This Agreement, the Guidelines, and any other agreement, document or instrument attached hereto or referred to herein or in the Guidelines, contain the entire Agreement between the parties and supersede all prior agreements and understandings with respect to the subject matter hereof. In the event of any such agreement, document or instrument, the terms conditions and provisions of this Agreement shall prevail. 10.7 MODIFICATION AND WAIVER No termination, cancellation, modification, amendment, deletion, addition or other change in this Agreement, or any provision hereof, or waiver of any right or remedy herein provided, shall be effective for any purpose unless specifically set forth in writing signed by an authorized officer of the party or parties to be bound thereby. The waiver of any right or remedy in respect of any one occasion shall not be deemed a waiver of such right or remedy in respect of such occurrence or event on any other occasion. Nothing in this section shall be interpreted to restrict Venta Wholesale's right to modify the Guidelines as provided for elsewhere in this Agreement or to publish such modifications in writing or by electronic means including, but not limited to the Venta Wholesale website. 10.8 MODIFICATION OF OBLIGATIONS. VENTA WHOLESALE May, without any notice to Broker, extend, compromise, renew, release, modify, adjust or alter, by operation of law or otherwise, any of the obligations of a Borrower or other persons obligated under a Mortgage Loan without releasing or otherwise affecting the obligations of a Broker with respect to such Mortgage Loan or otherwise under this Agreement. 10.9 SURVIVAL OF PROVISIONS If any of the terms or provisions of this Agreement are for any reason whatsoever held invalid, then such terms or provisions will be deemed severable and shall in no way affect the validity or enforceability of such remaining provisions and terms, all of which shall remain in full force and effect. All of the covenants, agreements, representations and warranties made herein by Broker shall survive and continue in effect after the termination of the Agreement or the consummation of the transactions contemplated hereby.

Rev. 01/10


10.10 GOVERNING LAW; JURISDICTION This Agreement shall be governed by, and construed and enforced in accordance with, applicable federal law and the laws of the State of Nevada. In Any action arising out of this Agreement or the transactions contemplated hereby may only be instituted in any state or federal court located in Nevada. Further, each party expressly waives any objection that such party may have to the laying of venue of any such action, and irrevocably submits to the jurisdiction of any such court and agrees to be fully bound by any final unappeased decision of those courts. 10.11 AGREEMENT FAIRLY CONSTRUED This Agreement shall be construed fairly as to both parties and not in favor of or against either party, regardless of which party prepared this Agreement. 10.12 RELEASE OF LIABILITY Broker hereby discharges and releases Venta Wholesale, its parent companies, subsidiaries and affiliates, and their present and future directors, officers, employees, attorneys, and agents, and the successors and assigns of any of the foregoing, of and from any and all claims, demands, actions, causes of action, suits, damages, attorneys' fees, costs and expenses of suit, liabilities and judgments of whatsoever kind ( a "Claim"), by reason of any act omission relating to Venta Wholesale's or such other party's use of any Application or verification of any information contained therein. Broker further indemnifies and agrees to defend and hold Venta Wholesale harmless with respect to any Claim made by any past, present or future owner, officer, or employee of Broker with respect to such use or verification. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and sealed as of the day and year first above written. BROKER: _____________________________ Venta Wholesale By: _______________________________ By: ____________________________ Name: _______________________________ Name: ____________________________ Title: _______________________________ Title: ____________________________ Date: _______________________________ Date: ____________________________ Venta Wholesale Account Executive: ______________________________________________

Rev. 01/10


Venta Financial Group, Inc. dba Venta Wholesale WE NEED YOUR WRITTEN PERMISSION TO SEND YOU FAX COMMUNICATIONS As of August 25, 2003, a recent Federal Communications Commission regulation will prohibit any person or entity, including Venta Wholesale, from sending any fax communication containing any "unsolicited advertisements," including various products and marketing materials, to any person without that person's written permission. Our fax communications with you are affected by this new regulation because of its very broad definition of an “unsolicited advertisement, "which includes" any material advertising the commercial availability or quality of any property, goods or services." We often use fax communications to inform mortgage brokers and other interested parties of daily interest rates and other information relevant to the mortgage banking industry. W are not able to send you any fax that may contain advertisements for our benefits, products, or services unless you give us your written permission to do so by completing this form. Name and Title __________________________________________________________ Company's Name __________________________________________________________ (Including any DBA's) _____________________________________________________ Fax Number(s) ___________________________________________________________ E-mail Address __________________________________________________________ I understand that by signing this consent form and providing my fax number and e-mail address, I consent to receive fax and e-mail communications from Venta Wholesale and its subsidiaries and affiliates. Your Signature ____________________________________ Date____________ PLEASE FAX COMPLETED AND SIGNED FORM TO VENTA WHOLESALE AT (866) 412-5928 AS SOON AS POSSIBLE. Thank you for helping us comply with this federal regulation.

Corporate Resolution WHEREAS, there has been submitted to this Board of Directors, copies of a certain BROKER/LENDER Agreement and all attachments thereto (“the Agreement”) proposed to be entered into by an between ______________________________________ (“BROKER/LENDER”) and Venta Financial Group, Inc. dba Venta Wholesale (“Venta Wholesale”) wherein the BROKER/LENDER agrees to submit mortgage loan files (“Mortgage Loans”) to an approved underwriting center of Venta Wholesale from time to time; and WHEREAS, pursuant to the terms of the agreement, the BROKER/LENDER will, from time to time, obtain commitments from an approved underwriting center of Venta Wholesale to close such Mortgage Loans; NOW, THEREFORE, BE IT RESOLVED, that the Agreement is hereby authorized and approved, each transaction accepted or to be accepted pursuant to the Agreement is hereby authorized and approved, and any office of the BROKER/LENDER, or anyone designated by any such officer is hereby authorized to execute and deliver in the name of and on behalf of the BROKER/LENDER. The Secretary and each Assistant to apply the Corporate Seal of the BROKER/LENDER to the Agreement, with such changes therein as shall be approved by such execution and delivery; and FURTHER RESOLVED that the officers of the BROKER/LENDER and such other individuals as may be designated from time to time by such officers are hereby authorized by the BROKER/LENDER to secure and accept from time to time, commitments from and approved underwriter of VENTA WHOLESALE for the closing of Mortgage Loans. The undersigned, the Secretary of the BROKER/LENDER hereby certifies that the officers listed below have been duly elected and that those officers listed below be authorized to enter into this agreement as granted by the Board of Directors. The Secretary of the BROKER/LENDER further certifies that the above resolutions were duly adopted at a meeting of the Board of Directors of the BROKER/LENDER, duly held on the _____________day of _______, 20_______ at which a quorum of such Board of Directors was present and acting throughout, and said resolution has not been modified and is still in full force and effect. Date: ____________________, 20_________. By: __________________________________________________ President (signature) By: __________________________________________________ President (print) By: __________________________________________________ Officers (signature and print) By: __________________________________________________ Officers (signature and print) CORPORATE SEAL _________________________________ Corporate Secretary

NOTE: Corporate Seal MUST be affixed. (If no corporate seal, please state so)

6 February 2009

VENTA FINANCIAL GROUP, INC. dba VENTA WHOLESALE 1290 SOUTH JONES BOULEVARD, SUITE 150, LAS VEGAS, NV 89146 702-588-5430 OFFICE / 702-258-0724 FAX

H U D C E R T I F I C A T I O N 1. Correspondent will originate and process all mortgage home loans according to HUD Manual 4155.1 Rev-4. 2. Correspondent has and will maintain a new worth of not less than the required $50,000.00 for the main branch and $25,000.00 for each additional branch as required by HUD. 3. The Correspondent certifies that the applicant, its officers, partners, directors, principles, and employees:

a. Are not presently suspended, debarred or restricted under CFR part 24 or 25 of similar procedures of any Federal Agency.

b. Are not under indictment and have been convicted of a felony for which any sentence has not been completed.

c. Are not presently subject to outstanding finding as a result of HUD and/or other governmental audits or investigations.

d. Are not engaged in business practices that do not conform to generally accepted practices of prudent lenders or have demonstrated irresponsibility.

4. The Sponsor will perform the Direct Endorsement Underwriting function on ALL loans originated and processed by Correspondent according to the HUD guidelines in HUD Manual 4155.1 Rev-4. 5. Sponsor will perform the required Quality Control function on the required amount of loans originated and processed according to HUD guidelines and Sponsors Quality Control Requirements. This is not meant to be a substitute for the Correspondents own Quality Control. ______________________________ _________________________ Correspondent Name HUD ID Number ______________________________ Signature of Correspondents Corporate Officer APPROVED ______________________________ Venta Wholesale

INSTRUCTIONS TO PRINTERSFORM W-9, PAGE 1 of 4MARGINS: TOP 13mm (1⁄ 2 "), CENTER SIDES. PRINTS: HEAD to HEADPAPER: WHITE WRITING, SUB. 20. INK: BLACKFLAT SIZE: 216mm (81⁄ 2 ") 3 279mm (11")PERFORATE: (NONE)

Give form to therequester. Do notsend to the IRS.

Form W-9 Request for TaxpayerIdentification Number and Certification

(Rev. October 2007) Department of the TreasuryInternal Revenue Service Name (as shown on your income tax return)

List account number(s) here (optional)

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

City, state, and ZIP code

Pri

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pe

See

Sp

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c In

stru

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2.

Taxpayer Identification Number (TIN)

Enter your TIN in the appropriate box. The TIN provided must match the name given on Line 1 to avoidbackup withholding. For individuals, this is your social security number (SSN). However, for a residentalien, sole proprietor, or disregarded entity, see the Part I instructions on page 3. For other entities, it isyour employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3.

Social security number

or

Requester’s name and address (optional)

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

1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the InternalRevenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS hasnotified me that I am no longer subject to backup withholding, and

2.

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

Signature ofU.S. person ©

Date ©

General Instructions

Form W-9 (Rev. 10-2007)

Part I

Part II

Business name, if different from above

Cat. No. 10231X

Check appropriate box:

Under penalties of perjury, I certify that:

13 I.R.S. SPECIFICATIONS TO BE REMOVED BEFORE PRINTING

DO NOT PRINT — DO NOT PRINT — DO NOT PRINT — DO NOT PRINT

TLS, have youtransmitted all R text files for this cycle update?

Date

Action

Revised proofsrequested

Date

Signature

O.K. to print

Use Form W-9 only if you are a U.S. person (including aresident alien), to provide your correct TIN to the personrequesting it (the requester) and, when applicable, to: 1. Certify that the TIN you are giving is correct (or you arewaiting for a number to be issued), 2. Certify that you are not subject to backup withholding, or

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

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

A person who is required to file an information return with theIRS must obtain your correct taxpayer identification number (TIN)to report, for example, income paid to you, real estatetransactions, mortgage interest you paid, acquisition orabandonment of secured property, cancellation of debt, orcontributions you made to an IRA.

Individual/Sole proprietor

Corporation

Partnership

Other (see instructions) ©

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

● An individual who is a U.S. citizen or U.S. resident alien, ● A partnership, corporation, company, or association created or

organized in the United States or under the laws of the UnitedStates, ● An estate (other than a foreign estate), or

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

Special rules for partnerships. Partnerships that conduct atrade or business in the United States are generally required topay a withholding tax on any foreign partners’ share of incomefrom such business. Further, in certain cases where a Form W-9has not been received, a partnership is required to presume thata partner is a foreign person, and pay the withholding tax.Therefore, if you are a U.S. person that is a partner in apartnership conducting a trade or business in the United States,provide Form W-9 to the partnership to establish your U.S.status and avoid withholding on your share of partnershipincome. The person who gives Form W-9 to the partnership forpurposes of establishing its U.S. status and avoiding withholdingon its allocable share of net income from the partnershipconducting a trade or business in the United States is in thefollowing cases: ● The U.S. owner of a disregarded entity and not the entity,

Section references are to the Internal Revenue Code unlessotherwise noted.

● A domestic trust (as defined in Regulations section301.7701-7).

Limited liability company. Enter the tax classification (D=disregarded entity, C=corporation, P=partnership) ©

Exempt payee

Purpose of Form

INSTRUCTIONS TO PRINTERSFORM W-9, PAGE 2 of 4MARGINS: TOP 13 mm (1⁄ 2"), CENTER SIDES. PRINTS: HEAD to HEADPAPER: WHITE WRITING, SUB. 20. INK: BLACKFLAT SIZE: 216 mm (81⁄ 2") 3 279 mm (11")PERFORATE: (NONE)

Form W-9 (Rev. 10-2007) Page 2

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

13 I.R.S. SPECIFICATIONS TO BE REMOVED BEFORE PRINTING


Other entities. Enter your business name as shown on requiredfederal tax documents on the “Name” line. This name shouldmatch the name shown on the charter or other legal documentcreating the entity. You may enter any business, trade, or DBAname on the “Business name” line.

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

Specific Instructions Name

Exempt Payee

5. You do not certify to the requester that you are not subjectto backup withholding under 4 above (for reportable interest anddividend accounts opened after 1983 only). Certain payees and payments are exempt from backupwithholding. See the instructions below and the separateInstructions for the Requester of Form W-9.

Civil penalty for false information with respect towithholding. If you make a false statement with no reasonablebasis that results in no backup withholding, you are subject to a$500 penalty. Criminal penalty for falsifying information. Willfully falsifyingcertifications or affirmations may subject you to criminalpenalties including fines and/or imprisonment.

Penalties Failure to furnish TIN. If you fail to furnish your correct TIN to arequester, you are subject to a penalty of $50 for each suchfailure unless your failure is due to reasonable cause and not towillful neglect.

Misuse of TINs. If the requester discloses or uses TINs inviolation of federal law, the requester may be subject to civil andcriminal penalties.

If you are an individual, you must generally enter the nameshown on your income tax return. However, if you have changedyour last name, for instance, due to marriage without informingthe Social Security Administration of the name change, enteryour first name, the last name shown on your social securitycard, and your new last name.

If you are exempt from backup withholding, enter your name asdescribed above and check the appropriate box for your status,then check the “Exempt payee” box in the line following thebusiness name, sign and date the form.

4. The IRS tells you that you are subject to backupwithholding because you did not report all your interest anddividends on your tax return (for reportable interest anddividends only), or

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

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

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

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

What is backup withholding? Persons making certain paymentsto you must under certain conditions withhold and pay to theIRS 28% of such payments. This is called “backup withholding.” Payments that may be subject to backup withholding includeinterest, tax-exempt interest, dividends, broker and barterexchange transactions, rents, royalties, nonemployee pay, andcertain payments from fishing boat operators. Real estatetransactions are not subject to backup withholding.

Payments you receive will be subject to backupwithholding if:

If you are a nonresident alien or a foreign entity not subject tobackup withholding, give the requester the appropriatecompleted Form W-8.

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

Note. You are requested to check the appropriate box for yourstatus (individual/sole proprietor, corporation, etc.).

4. The type and amount of income that qualifies for theexemption from tax. 5. Sufficient facts to justify the exemption from tax under theterms of the treaty article.

Nonresident alien who becomes a resident alien. Generally,only a nonresident alien individual may use the terms of a taxtreaty to reduce or eliminate U.S. tax on certain types of income.However, most tax treaties contain a provision known as a“saving clause.” Exceptions specified in the saving clause maypermit an exemption from tax to continue for certain types ofincome even after the payee has otherwise become a U.S.resident alien for tax purposes. If you are a U.S. resident alien who is relying on an exceptioncontained in the saving clause of a tax treaty to claim anexemption from U.S. tax on certain types of income, you mustattach a statement to Form W-9 that specifies the following fiveitems: 1. The treaty country. Generally, this must be the same treatyunder which you claimed exemption from tax as a nonresidentalien. 2. The treaty article addressing the income.

3. The article number (or location) in the tax treaty thatcontains the saving clause and its exceptions.

Also see Special rules for partnerships on page 1.

Foreign person. If you are a foreign person, do not use FormW-9. Instead, use the appropriate Form W-8 (see Publication515, Withholding of Tax on Nonresident Aliens and ForeignEntities).

● The U.S. grantor or other owner of a grantor trust and not thetrust, and ● The U.S. trust (other than a grantor trust) and not thebeneficiaries of the trust.

Limited liability company (LLC). Check the “Limited liabilitycompany” box only and enter the appropriate code for the taxclassification (“D” for disregarded entity, “C” for corporation, “P” for partnership) in the space provided. For a single-member LLC (including a foreign LLC with adomestic owner) that is disregarded as an entity separate fromits owner under Regulations section 301.7701-3, enter theowner’s name on the “Name” line. Enter the LLC’s name on the“Business name” line. For an LLC classified as a partnership or a corporation, enterthe LLC’s name on the “Name” line and any business, trade, orDBA name on the “Business name” line.


I.R.S. SPECIFICATIONS TO BE REMOVED BEFORE PRINTING



13

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

How to get a TIN. If you do not have a TIN, apply for oneimmediately. To apply for an SSN, get Form SS-5, Applicationfor a Social Security Card, from your local Social SecurityAdministration office or get this form online at www.ssa.gov. Youmay also get this form by calling 1-800-772-1213. Use FormW-7, Application for IRS Individual Taxpayer IdentificationNumber, to apply for an ITIN, or Form SS-4, Application forEmployer Identification Number, to apply for an EIN. You canapply for an EIN online by accessing the IRS website atwww.irs.gov/businesses and clicking on Employer IdentificationNumber (EIN) under Starting a Business. You can get Forms W-7and SS-4 from the IRS by visiting www.irs.gov or by calling1-800-TAX-FORM (1-800-829-3676). If you are asked to complete Form W-9 but do not have a TIN,write “Applied For” in the space for the TIN, sign and date theform, and give it to the requester. For interest and dividendpayments, and certain payments made with respect to readilytradable instruments, generally you will have 60 days to get aTIN and give it to the requester before you are subject to backupwithholding on payments. The 60-day rule does not apply toother types of payments. You will be subject to backupwithholding on all such payments until you provide your TIN tothe requester.

If you are a sole proprietor and you have an EIN, you mayenter either your SSN or EIN. However, the IRS prefers that youuse your SSN. If you are a single-member LLC that is disregarded as anentity separate from its owner (see Limited liability company(LLC) on page 2), enter the owner’s SSN (or EIN, if the ownerhas one). Do not enter the disregarded entity’s EIN. If the LLC isclassified as a corporation or partnership, enter the entity’s EIN. Note. See the chart on page 4 for further clarification of nameand TIN combinations.

Note. Entering “Applied For” means that you have alreadyapplied for a TIN or that you intend to apply for one soon. Caution: A disregarded domestic entity that has a foreign ownermust use the appropriate Form W-8.

9. A futures commission merchant registered with theCommodity Futures Trading Commission, 10. A real estate investment trust,

11. An entity registered at all times during the tax year underthe Investment Company Act of 1940, 12. A common trust fund operated by a bank under section584(a), 13. A financial institution,

14. A middleman known in the investment community as anominee or custodian, or 15. A trust exempt from tax under section 664 or described insection 4947.

THEN the payment is exemptfor . . .

IF the payment is for . . .

All exempt payees except for 9

Interest and dividend payments

Exempt payees 1 through 13.Also, a person registered underthe Investment Advisers Act of1940 who regularly acts as abroker

Broker transactions

Exempt payees 1 through 5

Barter exchange transactionsand patronage dividends

Generally, exempt payees 1 through 7

Payments over $600 requiredto be reported and directsales over $5,000 See Form 1099-MISC, Miscellaneous Income, and its instructions. However, the following payments made to a corporation (including grossproceeds paid to an attorney under section 6045(f), even if the attorney is acorporation) and reportable on Form 1099-MISC are not exempt frombackup withholding: medical and health care payments, attorneys’ fees, andpayments for services paid by a federal executive agency.

The chart below shows types of payments that may beexempt from backup withholding. The chart applies to theexempt payees listed above, 1 through 15.

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7. A foreign central bank of issue, 8. A dealer in securities or commodities required to register in

the United States, the District of Columbia, or a possession ofthe United States,

2

The following payees are exempt from backup withholding: 1. An organization exempt from tax under section 501(a), any

IRA, or a custodial account under section 403(b)(7) if the accountsatisfies the requirements of section 401(f)(2), 2. The United States or any of its agencies orinstrumentalities, 3. A state, the District of Columbia, a possession of the UnitedStates, or any of their political subdivisions or instrumentalities, 4. A foreign government or any of its political subdivisions,agencies, or instrumentalities, or 5. An international organization or any of its agencies orinstrumentalities. Other payees that may be exempt from backup withholdinginclude: 6. A corporation,

Generally, individuals (including sole proprietors) are not exemptfrom backup withholding. Corporations are exempt from backupwithholding for certain payments, such as interest and dividends. Note. If you are exempt from backup withholding, you shouldstill complete this form to avoid possible erroneous backupwithholding.

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1. Interest, dividend, and barter exchange accountsopened before 1984 and broker accounts considered activeduring 1983. You must give your correct TIN, but you do nothave to sign the certification. 2. Interest, dividend, broker, and barter exchangeaccounts opened after 1983 and broker accounts consideredinactive during 1983. You must sign the certification or backupwithholding will apply. If you are subject to backup withholdingand you are merely providing your correct TIN to the requester,you must cross out item 2 in the certification before signing theform.

Part II. Certification

For a joint account, only the person whose TIN is shown inPart I should sign (when required). Exempt payees, see ExemptPayee on page 2.

To establish to the withholding agent that you are a U.S. person,or resident alien, sign Form W-9. You may be requested to signby the withholding agent even if items 1, 4, and 5 below indicateotherwise.

Signature requirements. Complete the certification as indicatedin 1 through 5 below.



I.R.S. SPECIFICATIONS TO BE REMOVED BEFORE PRINTING


Give name and EIN of:

For this type of account:

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

A valid trust, estate, or pension trust

6.

Legal entity 4

4. Other payments. You must give your correct TIN, but youdo not have to sign the certification unless you have beennotified that you have previously given an incorrect TIN. “Otherpayments” include payments made in the course of therequester’s trade or business for rents, royalties, goods (otherthan bills for merchandise), medical and health care services(including payments to corporations), payments to anonemployee for services, payments to certain fishing boat crewmembers and fishermen, and gross proceeds paid to attorneys(including payments to corporations).

The corporation

Corporate or LLC electingcorporate status on Form 8832

7.

The organization

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

8.

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

The partnership

Partnership or multi-member LLC

9.

The broker or nominee

A broker or registered nominee

10.

The public entity

Account with the Department ofAgriculture in the name of a publicentity (such as a state or localgovernment, school district, orprison) that receives agriculturalprogram payments

11.

Privacy Act Notice

List first and circle the name of the person whose number you furnish. If only one personon a joint account has an SSN, that person’s number must be furnished. Circle the minor’s name and furnish the minor’s SSN. You must show your individual name and you may also enter your business or “DBA” name on the second name line. You may use either your SSN or EIN (if you have one),but the IRS encourages you to use your SSN. List first and circle the name of the trust, estate, or pension trust. (Do not furnish the TINof the personal representative or trustee unless the legal entity itself is not designated inthe account title.) Also see Special rules for partnerships on page 1.

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

Disregarded entity not owned by anindividual

The owner

12.

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You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 28% of taxable interest, dividend, and certain otherpayments to a payee who does not give a TIN to a payer. Certain penalties may also apply.

Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest,dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, orcontributions you made to an IRA, or Archer MSA or HSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return.The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, the District of Columbia, and U.S.possessions to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, to federal and state agencies to enforce federalnontax criminal laws, or to federal law enforcement and intelligence agencies to combat terrorism.

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

What Name and Number To Give the Requester Give name and SSN of:

For this type of account:

The individual

1.

Individual The actual owner of the account or,

if combined funds, the firstindividual on the account

2.

Two or more individuals (jointaccount)

The minor 2

3.

Custodian account of a minor(Uniform Gift to Minors Act) The grantor-trustee

1

4.

a. The usual revocable savingstrust (grantor is also trustee) The actual owner

1

b. So-called trust account that isnot a legal or valid trust understate law The owner

3

5.

Sole proprietorship or disregardedentity owned by an individual

Call the IRS at 1-800-829-1040 if you think your identity hasbeen used inappropriately for tax purposes.

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To reduce your risk: ● Protect your SSN, ● Ensure your employer is protecting your SSN, and ● Be careful when choosing a tax preparer.

Victims of identity theft who are experiencing economic harmor a system problem, or are seeking help in resolving taxproblems that have not been resolved through normal channels,may be eligible for Taxpayer Advocate Service (TAS) assistance.You can reach TAS by calling the TAS toll-free case intake lineat 1-877-777-4778 or TTY/TDD 1-800-829-4059. Protect yourself from suspicious emails or phishingschemes. Phishing is the creation and use of email andwebsites designed to mimic legitimate business emails andwebsites. The most common act is sending an email to a userfalsely claiming to be an established legitimate enterprise in anattempt to scam the user into surrendering private informationthat will be used for identity theft. The IRS does not initiate contacts with taxpayers via emails.Also, the IRS does not request personal detailed informationthrough email or ask taxpayers for the PIN numbers, passwords,or similar secret access information for their credit card, bank, orother financial accounts. If you receive an unsolicited email claiming to be from the IRS,forward this message to [email protected]. You may also reportmisuse of the IRS name, logo, or other IRS personal property tothe Treasury Inspector General for Tax Administration at1-800-366-4484. You can forward suspicious emails to theFederal Trade Commission at: [email protected] or contact them atwww.consumer.gov/idtheft or 1-877-IDTHEFT(438-4338).

Visit the IRS website at www.irs.gov to learn more aboutidentity theft and how to reduce your risk.