Common use of Miscellaneous Terms and Conditions Clause in Contracts

Miscellaneous Terms and Conditions. 1. WEM acknowledges that its failure to comply with any of the settlement terms and conditions of this Agreement may result in the Department taking action to suspend or revoke WEM’s registration to engage in the business of a mortgage broker under Article 12-D of the Banking Law. 2. The Superintendent has agreed to the terms of this Agreement based on the representation made to the Department, or written materials submitted to the Department, by WEM either directly or through its counsel and the Department’s findings in the Examination. To the Extend that, the written representations or written submissions made by WEM to the Department either directly or through its counsel are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, WEM shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. WEM represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. No further action will be taken by the Department against WEM for the specific conduct set forth in this Agreement, provided that WEM fully complies with the terms of this Agreement. 6. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 7. WEM waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of the Agreement is subject to review in any court of tribunal outside of the Department. 8. In the event that one or more provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. 9. WEM acknowledges that entering into this Agreement shall not bar, estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department or any prosecutorial authority from taking any other action affecting WEM, any of its current or former owners, officers, directors, employees, or insiders, or their successors or assigns with respect to the violations cited herein, or any other matter whether related or not to such violations. 10. This Agreement may not be altered, modified or changed unless in writing signed by the Superintendent or his designee. 11. This Agreement shall be enforceable and remain in effect unless stayed or terminated in writing by the Superintendent or his designee. 12. The effective date of this Agreement is the date on which it is executed by the Deputy Superintendent for Mortgage Banking. 13. All written communications to the Department regarding this Agreement should be sent as follows: Attention:

Miscellaneous Terms and Conditions. 1. WEM NYP acknowledges that its failure to fully comply with any of the settlement terms and and/or conditions of this Agreement may result in the Department taking action to suspend or revoke WEM’s its registration to engage in the business of a mortgage broker under Article 12-D of the Banking Law. 2. The Superintendent has agreed to the terms of this Agreement based on the representation written representations made to the Department, or the written materials submitted to the Department, by WEM NYP – either directly or through its counsel – and the Department’s findings in the Examinationfindings. To the Extend that, extent that the written representations or written submissions submissions, made by WEM NYP to the Department – either directly or through its counsel – are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, WEM NYP shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. WEM NYP represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. No further action will be taken by the Department against WEM for the specific conduct set forth in this Agreement, provided that WEM fully complies with the terms of this Agreement. 6. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 76. WEM NYP waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of the this Agreement is subject to review in any court of or tribunal outside of the Department. 87. In the event that one or more provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. 98. WEM NYP acknowledges that entering into this Agreement shall not bar, estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department or any prosecutorial authority from taking any other other, or additional, action affecting WEMNYP, or any of its current or former owners, officers, directors, employees, or insiders, or their successors or assigns with respect to the violations cited herein, or any other matter whether related or not to such violations. 109. This Agreement may not be altered, modified modified, or changed unless in writing signed by the Superintendent or his designeeon behalf of all parties to this Agreement. 1110. This Agreement shall be enforceable and remain in effect unless stayed until stayed, modified, suspended, or terminated in writing by the Superintendent Superintendent. 11. This Agreement may be executed in one or his designeemore counterparts. 12. The effective date of this Agreement is the date on which it is executed by the Deputy Superintendent for Mortgage BankingSuperintendent. 13. All written communications to the Department regarding this Agreement should be sent as follows: Attention:

Miscellaneous Terms and Conditions. 1. WEM FGMC acknowledges that its failure to fully comply with any of the settlement terms and and/or conditions of this Agreement may result in the Department taking action to suspend or revoke WEM’s its registration to engage in the business of a mortgage broker under Article 12-D of the Banking Law. 2. The Superintendent has agreed to the terms of this Agreement based on the representation written representations made to the Department, or the written materials submitted to the Department, by WEM FGMC, either directly or through its counsel counsel, and the Department’s findings in the Examinationfindings. To the Extend that, extent that the written representations or written submissions submissions, made by WEM FGMC to the Department Department, either directly or through its counsel counsel, are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, WEM FGMC shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. WEM FGMC represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. No further action will be taken by the Department against WEM for the specific conduct set forth in this Agreement, provided that WEM fully complies with the terms of this Agreement. 6. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 76. WEM FGMC waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of the this Agreement is subject to review in any court of or tribunal outside of the Department. 87. In the event that one or more provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. 98. WEM FGMC acknowledges that entering into this Agreement shall not bar, estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department or any prosecutorial authority from taking any other other, or additional, action affecting WEMAcademy , or any of its current or former owners, officers, directors, employees, or insiders, or their successors or assigns with respect to the violations cited herein, or any other matter whether related or not to such violations. 109. This Agreement may not be altered, modified modified, or changed unless in writing signed by the Superintendent or his designeeon behalf of all parties to this Agreement. 1110. This Agreement shall be enforceable and remain in effect unless stayed until stayed, modified, suspended, or terminated in writing by the Superintendent or his designeeSuperintendent. 1211. This Agreement may be executed in one or more counterparts. The effective date of this Agreement is the date on which it is executed by the Deputy Superintendent for Mortgage BankingSuperintendent. 1312. All written communications to the Department regarding this Agreement should be sent as follows: Attention:

Miscellaneous Terms and Conditions. 1. WEM CMB acknowledges that its failure to fully comply with any of the settlement terms and and/or conditions of this Agreement may result in the Department taking action to suspend or revoke WEM’s its registration to engage in the business of a mortgage broker under Article 12-D of the Banking Law. 2. The Superintendent has agreed to the terms of this Agreement based on the representation written representations made to the Department, or the written materials submitted to the Department, by WEM CMB either directly or through its counsel and the Department’s findings in the Examinationfindings. To the Extend that, extent that the written representations or written submissions submissions, made by WEM CMB to the Department either directly or through its counsel are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, WEM CMB shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. WEM CMB represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. No further action will be taken by the Department against WEM for the specific conduct set forth in this Agreement, provided that WEM fully complies with the terms of this Agreement. 6. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 76. WEM CMB waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of the this Agreement is subject to review in any court of or tribunal outside of the Department. 87. In the event that one or more provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. 98. WEM CMB acknowledges that entering into this Agreement shall not bar, estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department or any prosecutorial authority from taking any other other, or additional, action affecting WEMCMB, or any of its current or former owners, officers, directors, employees, or insiders, or their successors or assigns with respect to the violations cited herein, or any other matter whether related or not to such violations. 109. This Agreement may not be altered, modified or changed unless in writing signed by the Superintendent or his designeeon behalf of all parties to this Agreement. 1110. This Agreement shall be enforceable and remain in effect unless stayed until stayed, modified, suspended or terminated in writing by the Superintendent or his designeeSuperintendent. 1211. This Agreement may be executed in one or more counterparts. The effective date of this Agreement is the date on which it is executed by the Deputy Superintendent for Mortgage BankingSuperintendent. 1312. All written communications to the Department regarding this Agreement should be sent as follows: Attention:

Miscellaneous Terms and Conditions. 1. WEM At Home Mortgage Corp. acknowledges that its failure to comply with any of the settlement terms and conditions of this Agreement may result in the Department taking action to suspend or revoke WEMAt Home Mortgage Corp.’s registration to engage in the business of a mortgage broker under Article 12-D of the Banking Lawbroker. 2. The Superintendent has agreed to the terms of this Agreement based on the representation made to the Department, or written materials submitted to the Department, by WEM either directly or through its counsel and the Department’s findings in the Examination. To the Extend that, the written representations or written submissions made by WEM to the Department either directly or through its counsel are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, WEM shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. WEM represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. No further action will be taken by the Department against WEM for the specific conduct set forth in this Agreement, provided that WEM fully complies with the terms of this Agreement. 6. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 7. WEM waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of the Agreement is subject to review in any court of tribunal outside of the Department. 8. In the event that one or more provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. 9. WEM At Home Mortgage Corp. acknowledges that entering into this Agreement shall not bar, estop, estop or otherwise prevent the Superintendent, Superintendent or any state, federal or local agency or department or any prosecutorial authority from taking any other action affecting WEMAt Home Mortgage Corp., any of its current or former owners, officers, directors, employees, or insiders, or their successors or assigns with respect to the violations cited herein, or any other matter matter, whether related or not to such violations. 103. This Agreement may not be altered, modified or otherwise changed unless in writing and signed by the Superintendent or his designee. 114. This Agreement shall be enforceable and remain in effect unless stayed or terminated in writing by the Superintendent or his designee. 125. All written communication to the Department regarding this Agreement shall be sent to: Xxxxxx X. Xxxxxxxx Deputy Superintendent New York State Department of Financial Services Xxx Xxxxx Xxxxxx Xxx Xxxx, XX 00000 6. All written communication to the Registrant regarding this Agreement shall be sent to: Xxxxx Xxxxxxxxxx President At Home Mortgage Corp. 000 Xxxxx Xxxxxxxxx Xxxx Xxxxx, XX 00000 3816 7. No extension or waiver of the terms of this shall be binding on the Department unless it is in writing and signed by the Superintendent or Deputy Superintendent. 8. The effective date of this Agreement is the date on which it is executed by the Superintendent or Deputy Superintendent for Mortgage BankingSuperintendent. 139. All written communications This Agreement is not confidential; therefore, it is available to the Department regarding this Agreement should be sent as follows: Attention:public.

Miscellaneous Terms and Conditions. 1. WEM acknowledges that 3.1 To the extent permitted by law, the recipient shall indemnify and hold harmless DRCOG, its failure to comply with officers, employees and agents, against any and all claims, damages, liability and court awards, including all costs, expenses, and attorney's fees, arising out of recipient’s performance or non-performance of this Release Agreement or from the recipient’s use of the settlement Focus model data. 3.2 DRCOG retains the right to change, update, or withdraw permission to use the data and to terminate this Release Agreement without notice at any time for any or no reason. In the event of termination, recipient shall return to DRCOG all copies of the data and any other files and information released pursuant to hereto without penalty or right to cause of action or recourse against DRCOG. 3.3 All terms and conditions of this Release Agreement may result in shall be binding upon recipient and any employee, agent or third-party of recipient. Any breach of duties or obligations specified herein by any of recipient’s employees, agents or third parties shall be deemed to be a breach on the Department taking action to suspend or revoke WEM’s registration to engage in the business of a mortgage broker under Article 12-D part of the Banking Lawrecipient. 2. 3.4 The Superintendent has agreed to the terms of this Agreement based on the representation made to the Department, or written materials submitted to the Department, by WEM either directly or through its counsel and the Department’s findings in the Examination. To the Extend that, the written representations or written submissions made by WEM to the Department either directly or through its counsel are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, WEM shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. WEM represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. No further action will be taken by the Department against WEM for the specific conduct set forth in this Agreement, provided that WEM fully complies with the terms of this Agreement. 6. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to Colorado and any conflict applicable rules and regulations issued pursuant thereto shall be applied in the interpretation, execution and enforcement of laws principlesthis Release Agreement. The terms of this Release Agreement are severable, and should any term or provision hereof be declared invalid or become inoperative for any reason, such invalidity or failure shall not affect the validity of any other term of provision hereof. 73.5 This Release Agreement is intended as the complete integration of all understandings between the parties. WEM waives all rights No prior or contemporaneous addition, deletion, or other amendment hereto shall have any force or effect whatsoever, unless embodied herein in writing. No subsequent novation, renewal, addition, deletion, or other amendment hereto shall have any force or effect unless embodied in a written amendment signed by both parties. Any DRCOG waiver of any alleged breach by the recipient or third-party agents of the recipient is not to further imply a waiver of any subsequent breach. 3.6 All notices required and permitted pursuant to this Release Agreement shall be in writing and shall be deemed given when personally served or three days after deposit in the United States Mail, postage prepaid, registered or certified, return receipt requested, and addressed to the party to whom notice is intended to be given. Any such notice or other communication shall be effective when received as indicated on the delivery receipt, if by hand delivery or overnight carrier; on the United States mail return receipt, if by United States mail; or on facsimile transmission receipt. Either party may by similar notice given, change the address to which future notices or other communications shall be sent. 3.7 The recipient warrants that it possesses the legal authority to enter into this Release Agreement. The undersigned also warrants that she/he is duly authorized to enter into this agreement on behalf of the recipient and hearing in to bind the recipient to its terms and conditions. 3.8 In the event of breach of this matter as to any allegations of past violations up to Agreement, the sole and including the effective date exclusive remedies are termination of this Agreement and agrees that no provision of the Agreement is subject upon ten days written notice to review Recipient, or DRCOG may seek an injunction or pursue an action for damages in any court of tribunal outside of the Department. 8. In the event that one or more provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall DRCOG believes that Recipient’s use of the Data is not affect any other provision of this Agreement. 9. WEM acknowledges that entering into this Agreement shall not bar, estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department or any prosecutorial authority from taking any other action affecting WEM, any of its current or former owners, officers, directors, employees, or insiders, or their successors or assigns with respect to the violations cited herein, or any other matter whether related or not to such violations. 10. This Agreement may not be altered, modified or changed unless in writing signed by the Superintendent or his designee. 11. This Agreement shall be enforceable and remain in effect unless stayed or terminated in writing by the Superintendent or his designee. 12. The effective date of this Agreement is the date on which it is executed by the Deputy Superintendent for Mortgage Banking. 13. All written communications to the Department regarding this Agreement should be sent as follows: Attention:in

Miscellaneous Terms and Conditions. 1. WEM SMI acknowledges that its failure to comply with any of the settlement terms and and/or conditions of this Agreement may result in the Department taking action to suspend or revoke WEM’s registration its license to engage in the business of as a mortgage broker banker and mortgage loan servicer under Article 12-D of the Banking Law. 2. The Superintendent has agreed to the terms of this Agreement based on the representation representations made to the Department, or the written materials material submitted to the Department, by WEM SMI either directly or through its counsel and the Department’s findings in the Examinationfindings. To the Extend that, extent that the written representations or written submissions submissions, made by WEM SMI to the Department either directly or through its counsel are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, WEM SMI shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. WEM SMI represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. No further action will be taken by the Department against WEM for the specific conduct set forth in this Agreement, provided that WEM fully complies with the terms of this Agreement. 6. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 76. WEM SMI waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of the this Agreement is subject to review in any court of or tribunal outside of the Department. 87. In the event that one or more provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. 98. WEM SMI acknowledges that entering into this Agreement shall not bar, estop, estop or otherwise prevent the Superintendent, or any state, federal or local agency or department or any prosecutorial authority from taking any other action affecting WEMSMI, any of its current or former owners, officers, directors, employees, or insiders, or their successors or assigns with respect to the violations cited herein, or any other matter whether related or not to such violations. 109. This Agreement may not be altered, modified or changed unless in writing signed by the Superintendent or his designeeon behalf of all parties to this Agreement. 1110. This Agreement shall be enforceable and remain in effect unless stayed stayed, modified, suspended or terminated in writing by the Superintendent or his designeeSuperintendent. 1211. This Agreement may be executed in one or more counterparts. The effective date of this Agreement is the date on which it is executed by the Deputy Superintendent for Mortgage BankingSuperintendent. 1312. All written communications to the Department regarding this Agreement should be sent as follows: Attention:

Miscellaneous Terms and Conditions. 1. WEM Xx. Xxxxxxx acknowledges that its his failure to fully comply with any of the settlement terms and and/or conditions of this Agreement may result in the Department taking action to suspend or revoke WEM’s registration his MLO license to engage in the business of a mortgage broker as an MLO under Article 12-D E of the Banking Law. 2. The Superintendent has agreed to the terms of this Agreement based based, in part, on the representation representations made to the Department, or the written materials submitted to the Department, Department by WEM Xx. Xxxxxxx either directly or through its his counsel and the Department’s findings in the Examinationfindings. To the Extend that, extent that the written representations or written submissions made by WEM Xx. Xxxxxxx to the Department are either directly or through its his counsel are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of by the Department, WEM Xx. Xxxxxxx shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. WEM represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. No further action will be taken by the Department against WEM for the specific conduct set forth in this Agreement, provided that WEM fully complies with the terms of this Agreement. 6. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 75. WEM Xx. Xxxxxxx waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of the Agreement is subject to review in any court of or tribunal outside of the Department. 86. In the event that one or more provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. 97. WEM Xx. Xxxxxxx acknowledges that entering into this Agreement shall not bar, estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department or any prosecutorial authority from taking any other other, or additional, action affecting WEMhis, or any of its her sponsor’s current or former owners, officers, directors, employees, or insiders, or their successors or assigns with respect to the violations cited herein, or any other matter whether related or not to such violations. 108. This Agreement may not be altered, modified or changed unless in writing and signed by the Superintendent or his her designee. 119. This Agreement shall be enforceable and remain in effect unless stayed until stayed, modified, suspended or terminated in writing by the Superintendent or his her designee. 1210. This Agreement may be executed in one or more counterparts. The effective date of this Agreement is the date on which it is executed by the Deputy Superintendent for Mortgage Bankingor her designee. 1311. All written communications to the Department regarding this Agreement should be sent as follows: Attention:

Miscellaneous Terms and Conditions. 1. WEM Licensee acknowledges that its failure to fully comply with any of the settlement terms and and/or conditions of this Agreement may result in the Department taking action to suspend or revoke WEM’s registration its license to engage in the business of a mortgage broker banker under Article 12-D of the Banking Law. 2. The Superintendent has agreed to the terms of this Agreement based on the representation representations made to the Department, or the written materials submitted to the Department, by WEM Licensee – either directly or through its counsel – and the Department’s findings in the Examinationfindings. To the Extend that, extent that the written representations or written submissions submissions, made by WEM Licensee to the Department – either directly or through its counsel counsel—are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, WEM Licensee shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. WEM Licensee represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. No further action will be taken by the Department against WEM for the specific conduct set forth in this Agreement, provided that WEM fully complies with the terms of this Agreement. 6. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 76. WEM Licensee waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of the Agreement is subject to review in any court of or tribunal outside of the Department. 87. In the event that one or more provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. 98. WEM Licensee acknowledges that entering into this Agreement shall not bar, estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department or any prosecutorial authority from taking any other other, or additional, action affecting WEMLicensee, or any of its current or former owners, officers, directors, employees, or insiders, or their successors or assigns with respect to the violations cited herein, or any other matter whether related or not to such violations. 109. This Agreement may not be altered, modified or changed unless in writing signed by the Superintendent or his designeeon behalf of all parties to this Agreement. 1110. This Agreement shall be enforceable and remain in effect unless stayed until stayed, modified, suspended or terminated in writing by the Superintendent. 11. This Agreement may be executed in one or more counterparts, and shall become effective when such counterparts have been signed by each of the parties hereto and So Ordered by the Superintendent or his her designee. 12. The effective date of All notices, reports, requests, and other communications to any party pursuant to this Agreement is the date on which it is executed by the Deputy Superintendent for Mortgage Banking. 13. All written communications to the Department regarding this Agreement should shall be sent in writing and shall be directed as follows: Attention:

Miscellaneous Terms and Conditions. 1. WEM Licensee acknowledges that its failure to fully comply with any of the settlement terms and and/or conditions of this Agreement may result in the Department taking action to suspend or revoke WEM’s registration its license to engage in the business of as a licensed mortgage broker banker under Article 12-D of the Banking Law. 2. The Superintendent has agreed to the terms of this Agreement based on the representation representations made to the Department, or the written materials submitted to the Department, by WEM Licensee – either directly or through its counsel – and the Department’s findings in the Examination. To the Extend that, extent that the written representations or written submissions submissions, made by WEM Licensee to the Department – either directly or through its counsel counsel—are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, WEM Licensee shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. WEM Licensee represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. No further action will be taken by the Department against WEM for the specific conduct set forth in this Agreement, provided that WEM fully complies with the terms of this Agreement. 6. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 76. WEM Licensee waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of the Agreement is subject to review in any court of or tribunal outside of the Department. 87. In the event that one or more provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. 98. WEM Licensee acknowledges that entering into this Agreement shall not bar, estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department or any prosecutorial authority from taking any other other, or additional, action affecting WEMLicensee, or any of its current or former owners, officers, directors, employees, or insiders, or their successors or assigns with respect to the violations cited herein, or any other matter whether related or not to such violations. 109. This Agreement may not be altered, modified or changed unless in writing signed by the Superintendent or his designeeon behalf of all parties to this Agreement. 1110. This Agreement shall be enforceable and remain in effect unless stayed until stayed, modified, suspended or terminated in writing by the Superintendent. 11. This Agreement may be executed in one or more counterparts, and shall become effective when such counterparts have been signed by each of the parties hereto and So Ordered by the Superintendent or his her designee. 12. The effective date of All notices, reports, requests, and other communications to any party pursuant to this Agreement is the date on which it is executed by the Deputy Superintendent for Mortgage Banking. 13. All written communications to the Department regarding this Agreement should shall be sent in writing and shall be directed as follows: Attention:

Miscellaneous Terms and Conditions. 1. WEM Licensee acknowledges that its failure to fully comply with any of the settlement terms and and/or conditions of this Agreement may result in the Department taking action to suspend or revoke WEM’s registration its license to engage in the business of as a licensed mortgage broker banker under Article 12-D of the Banking Law. 2. The Superintendent has agreed to the terms of this Agreement based on the representation representations made to the Department, or the written materials submitted to the Department, by WEM Licensee – either directly or through its counsel – and the Department’s findings in the Examinationfindings. To the Extend that, extent that the written representations or written submissions submissions, made by WEM Licensee to the Department – either directly or through its counsel counsel—are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, WEM Licensee shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. WEM Licensee represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. No further action will be taken by the Department against WEM for the specific conduct set forth in this Agreement, provided that WEM fully complies with the terms of this Agreement. 6. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 76. WEM Licensee waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of the Agreement is subject to review in any court of or tribunal outside of the Department. 87. In the event that one or more provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. 98. WEM Licensee acknowledges that entering into this Agreement shall not bar, estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department or any prosecutorial authority from taking any other other, or additional, action affecting WEMLicensee, or any of its current or former owners, officers, directors, employees, or insiders, or their successors or assigns with respect to the violations cited herein, or any other matter whether related or not to such violations. 109. This Agreement may not be altered, modified or changed unless in writing signed by the Superintendent or his designeeon behalf of all parties to this Agreement. 1110. This Agreement shall be enforceable and remain in effect unless stayed until stayed, modified, suspended or terminated in writing by the Superintendent. 11. This Agreement may be executed in one or more counterparts, and shall become effective when such counterparts have been signed by each of the parties hereto and So Ordered by the Superintendent or his her designee. 12. The effective date of All notices, reports, requests, and other communications to any party pursuant to this Agreement is the date on which it is executed by the Deputy Superintendent for Mortgage Banking. 13. All written communications to the Department regarding this Agreement should shall be sent in writing and shall be directed as follows: Attention:

Miscellaneous Terms and Conditions. 1. WEM Sortis acknowledges that its failure to fully comply with any of the settlement terms and and/or conditions of this Agreement may result in the Department taking action to suspend or revoke WEM’s registration its license to engage in the business of as a mortgage broker under Article 12-D of the Banking Lawregistered MLS. 2. The Superintendent has agreed to the terms of this Agreement based on the representation written representations made to the Department, or the written materials submitted to the Department, by WEM Sortis – either directly or through its counsel – and the Department’s findings in the Examinationfindings. To the Extend that, extent that the written representations or written submissions submissions, made by WEM Sortis to the Department – either directly or through its counsel — are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, WEM Sortis shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. WEM Sortis represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. No further action will be taken by the Department against WEM for the specific conduct set forth in this Agreement, provided that WEM fully complies with the terms of this Agreement. 6. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 76. WEM Sortis waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of the Agreement is subject to review in any court of or tribunal outside of the Department. 87. In the event that one or more provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. 98. WEM Sortis acknowledges that entering into this Agreement shall not bar, estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department or any prosecutorial authority from taking any other other, or additional, action affecting WEMSortis, or any of its current or former owners, officers, directors, employees, or insiders, or their successors or assigns with respect to the violations cited herein, or any other matter whether related or not to such violations. 109. This Agreement may not be altered, modified or changed unless in writing signed by the Superintendent or his designeeon behalf of all parties to this Agreement. 1110. This Agreement shall be enforceable and remain in effect unless stayed until stayed, modified, suspended or terminated in writing by the Superintendent or his designeeSuperintendent. 1211. This Agreement may be executed in one or more counterparts. The effective date of this Agreement is the date on which it is executed by the Deputy Superintendent for Mortgage Bankingor her designee. 1312. All written communications to the Department regarding this Agreement should be sent as follows: Attention:

Miscellaneous Terms and Conditions. 1. WEM PMS acknowledges that its failure to fully comply with any of the settlement terms and and/or conditions of this Agreement may result in the Department taking action to suspend or revoke WEM’s registration its license to engage in the business of as a registered mortgage broker under Article 12-D of the Banking Lawloan broker. 2. The Superintendent has agreed to the terms of this Agreement based on the representation written representations made to the Department, or the written materials submitted to the Department, by WEM PMS - either directly or through its counsel - and the Department’s findings in the Examinationfindings. To the Extend that, extent that the written representations or written submissions submissions, made by WEM PMS to the Department - either directly or through its counsel - are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, WEM PMS shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. WEM PMS represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. No further action will be taken by the Department against WEM for the specific conduct set forth in this Agreement, provided that WEM fully complies with the terms of this Agreement. 6. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 76. WEM PMS waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of the Agreement is subject to review in any court of or tribunal outside of the Department. 87. In the event that one or more provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. 98. WEM PMS acknowledges that entering into this Agreement shall not bar, estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department or any prosecutorial authority from taking any other action affecting WEMPMS, any of its current or former owners, officers, directors, employees, or insiders, or their successors or assigns with respect to the violations violation cited herein, or any other matter whether related or not to such violations. 109. This Agreement may not be altered, modified or changed unless in writing signed by the Superintendent or his her designee. 1110. This Agreement shall be enforceable and remain in effect unless stayed or terminated in writing by the Superintendent or his her designee. 1211. The effective date of this Agreement is the date on which it is executed by the Deputy Superintendent for Mortgage BankingSuperintendent. 1312. All written communications to the Department regarding this Agreement should be sent as follows: . Attention:

Miscellaneous Terms and Conditions. 1. WEM A & F acknowledges that its failure to fully comply with any of the settlement terms and and/or conditions of this Agreement may result in the Department taking action to suspend or revoke WEM’s its registration to engage in the business of as a registered mortgage broker under Article 12-D of the Banking Law. 2. The Superintendent has agreed to the terms of this Agreement based on the representation representations made to the Department, or the written materials submitted to the Department, by WEM A & F – either directly or through its counsel – and the Department’s findings in the Examinationfindings. To the Extend that, extent that the written representations or written submissions submissions, made by WEM A & F to the Department – either directly or through its counsel counsel—are later found to be materially incomplete or inaccurate, this Agreement is voidable by the Superintendent in her sole discretion. 3. Upon the request of the Department, WEM A & F shall provide all documentation and information necessary for the Department to verify full compliance with this Agreement. 4. WEM A & F represents and warrants, through the signature below, that the terms and conditions of this Agreement were duly approved, and execution is duly authorized. 5. No further action will be taken by the Department against WEM for the specific conduct set forth in this Agreement, provided that WEM fully complies with the terms of this Agreement. 6. This Agreement and any dispute thereunder shall be governed by the laws of the State of New York without regard to any conflict of laws principles. 76. WEM A & F waives all rights to further notice and hearing in this matter as to any allegations of past violations up to and including the effective date of this Agreement and agrees that no provision of the Agreement is subject to review in any court of or tribunal outside of the Department. 87. In the event that one or more provisions contained in this Agreement shall for any reason be held invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement. 98. WEM A & F acknowledges that entering into this Agreement shall not bar, estop, or otherwise prevent the Superintendent, or any state, federal or local agency or department or any prosecutorial authority from taking any other other, or additional, action affecting WEMA & F, or any of its current or former owners, officers, directors, employees, or insiders, or their successors or assigns with respect to the violations cited herein, or any other matter whether related or not to such violations. 109. This Agreement may not be altered, modified or changed unless in writing signed by the Superintendent or his designeeon behalf of all parties to this Agreement. 1110. This Agreement shall be enforceable and remain in effect unless stayed until stayed, modified, suspended or terminated in writing by the Superintendent. 11. This Agreement may be executed in one or more counterparts, and shall become effective when such counterparts have been signed by each of the parties hereto and So Ordered by the Superintendent or his her designee. 12. The effective date of All notices, reports, requests, and other communications to any party pursuant to this Agreement is the date on which it is executed by the Deputy Superintendent for Mortgage Banking. 13. All written communications to the Department regarding this Agreement should shall be sent in writing and shall be directed as follows: Attention: