LOAN ORIGINATOR AGREEMENT
Between the
FIRST NATIONAL BANK AND TRUST COMPANY
and
FIRST AMERICANS MORTGAGE CORPORATION
This Loan Originator Agreement (hereinafter referred to as
"Agreement"), is made and entered into this lst day of November, 1998, by and
between First National Bank and Trust Company, 000 X. XxxXxxxxx, Xxxxxxx,
Xxxxxxxx, 00000 (hereinafter referred to as the "Bank"), and First Americans
Mortgage Corporation, 8815 Xxxx, Xxxxxx, Xxxxxx 00000, (hereinafter referred to
as "FAMC").
WHEREAS, FAMC, in the conduct of its business, is desirous of
originating residential loans in the name of FAMC, and
WHEREAS, FAMC functions as a mortgage loan broker, selling loans
originated by loan originators, such as contemplated herein, to financial
institutions with which FAMC has executed loan purchase agreements (hereinafter
referred to as "Investors"), and
WHEREAS, the BANK wishes to enter into an agreement with FAMC to
originate residential loan applications for FAMC, and
WHEREAS, FAMC hereby affirms it is an independent corporation in
accordance with the laws of the State of Missouri and the Internal Revenue
Service, and further maintains it is qualified, willing, and able to perform the
services herein described, and
NOW THEREFORE, and in consideration of the mutual covenants, promises,
agreements, understandings, and conditions herein contained, the parties hereto
mutually promise to the other, agree, and understand as follows, to wit:
TERM: The term of this Agreement shall be for a period of one (1) year, from
the lst day of November, 1998 to the lst day of November, 1999. This
Agreement may be renewed on an annual basis by written mutual consent
of both parties.
NOTICES: All notices required hereunder shall be sent via U.S. Mail, postage
paid as follows:
To the BANK: First National Bank and Trust Company
000 XxxXxxxxx
Xxxxxxx, XX 00000
To the FAMC: First Americans Mortgage Corporation
Attention: Xxxxxx X. Xxxxxxxx, President
X.X. Xxx 00000
Xxxxxxx Xxxxxxx, XX 00000-0000
PERFORMANCE REQUIREMENTS OF THE BANK AND FAMC:
The BANK agrees to originate residential mortgages in the name of FAMC in
the State of Oklahoma. All loans originated shall be subject to and shall
meet all underwriting standards set forth in FAMC's Policy and Procedure
Manual (attached hereto as Attachment "1") and that of the Investors which
have committed to purchase the loans after closing. All Loans are subject
to FAMC approval prior to loan commitment. Any loan not meeting these
underwriting standards or approval conditions shall not be closed.
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The BANK agrees to use its best efforts to assist FAMC and their Investors
in obtaining documentation, authorizations, certifications, verifications,
and any other conditions required to close and subsequently sell
residential loans. FAMC agrees to use its best efforts to assist the BANK
in processing and closing residential loans.
FAMC shall provide to the BANK in conjunction with this Agreement, all
necessary training and software in order for the BANK to fulfill its
performance requirements under this Agreement.
The BANK agrees to adhere to the price schedule, charges, and terms (see
Policy and Procedure Manual; Exhibit section for a copy of the pricing
schedule) as provided by FAMC for those loans originated for FAMC. A rate
quote may be obtained from FAMC at any time during normal business hours
via the telephone.
The following performance requirements shall be utilized during the first
ninety (90) days or until such time as FAMC and the BANK mutually decide to
expand the responsibilities of the BANK:
1. LOAN APPLICATION: The BANK shall assist the applicant with completion of
the Xxxxxx Mae Form 1003 - Uniform Residential Loan Application.
2. APPLICATION ACTION: Once an application is accepted by the BANK a credit
report will be immediately ordered by the BANK. FAMC will supply software
that will allow the BANK to contact, via a modem, FAMC's credit reporting
agency. The report can be quickly downloaded and then printed with a laser
printer. The BANK shall fax a photocopy of the credit report along with the
1003 form and a Good Faith Estimate to FAMC for review. Within 24 hours,
FAMC shall notify the BANK of action to be taken on the application. If the
applicant is not prepared to proceed with the loan process at this time the
BANK, either through telephone or face-to-face contact, will notify the
applicant of FAMC's decision and discuss possible alternatives. The Notice
of Action Taken will then be mailed to the applicant. All of the applicants
information received by the BANK on hard copy as well as the applicant's
mortgage software file should be forwarded to FAMC on the Friday following
any action taken. FAMC will be responsible for all long-term storage of
loan file information. If the applicant is prepared to proceed with the
loan process, the BANK shall be notified and the process to compile a
complete credit file will begin. FAMC will also notify the BANK of the most
appropriate loan program for the applicant.
3. BORROWER DOCUMENTS: The applicant shall bring all necessary documentation
to the mortgage application meeting. Income can be calculated by obtaining
the past two (2) years' 1040 forms, W-2 forms, and a current year-to-date
pay stub for each applicant. Assets can be calculated by providing the past
three (3) months statements on each depository account of the applicants. A
complete list of monthly liabilities with account numbers, addresses,
balances, and monthly payments must be provided by each applicant as well
as landlord and/or mortgage information for the past two years.
4. Real Estate Settlement Procedures Act (RESPA): The BANK must provide the
following documents to each applicant within three (3) days of the loan
application date: a) Truth-in- Lending Disclosure; b) Good Faith Estimate;
c) Mortgage Servicing Disclosure; d) Special Information Booklet
"Settlement Costs" (to be supplied by the BANK); e) any additional
documents necessary. All documentation, except for the Special Information
Booklet, will be located within FAMC's mortgage software.
5. CREDIT REPORT: A Credit Report for each applicant shall be ordered
immediately after a loan application is accepted by the BANK. The Credit
Report may take the form of a Three Repository Merged Credit Report or a
full Residential Mortgage Credit Report depending upon the loan product
needed and on the credit quality of the applicant. The cost of the reports
will be billed directly from the credit reporting company to FAMC. FAMC
will notify the BANK 15 days in advance of any change in the cost of a
credit report. It is the responsibility of the BANK to pay for any reports
pulled by the BANK It will be the BANK'S responsibility to collect the
appropriate fee and then forward it to FAMC on a weekly basis. When
appropriate the BANK will be responsible for faxing the credit reporting
worksheet (see Originators Lending Manual) to FAMC's credit reporting
agency (i.e. the borrower pays the designated cost to receive a copy of the
report).
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6. VERIFICATIONS: All loans are required to contain documentation verifying
the information given by the applicant. If the BANK does not collect the
documentation mentioned in step 3 it will be necessary to send independent
verification requests to employer(s) and depositories. The BANK shall
verify the last 24 months of rental or mortgage history if it is not
included in the applicant's credit report. The source of funds may include
a gift from a family member or the sale of an asset. If the applicant has
obtained a divorce, the complete divorce decree and settlement statement
must be provided. Child support, alimony or separate maintenance is
available for consideration as income, if received regularly. This form of
income may be verified through a court printout or canceled checks covering
the past twelve (12) months. Bankruptcy paperwork and explanations are
required if applicable. Derogatory credit, undisclosed credit and inquiries
must be satisfactorily explained by the applicant. Applicants must provide
a Certificate Degree of Indian Blood (CDIB) card (for Native American loan
programs), picture ID, and evidence of a Social Security Number. All forms
will be mailed to the verifying institutions with a stamped return envelop
to the BANK. All miscellaneous documents and a diskette containing the loan
files shall be forwarded to FAMC through overnight delivery on Friday
nights.
7. PACKAGING: The BANK shall collect, review for discrepancies, and bind in
the proper stacking order in legal manila file folders, all necessary loan
documentation prior to submission to FAMC. A loan packaging checklist for
each loan is included in FAMC's mortgage software. The loan package should
be included in the Friday overnight delivery package unless the submission
file needs immediate attention.
8. CREDIT SUBMISSION: FAMC will review the BANK's package and submit it to the
appropriate decision maker. The decision will be based upon the information
received in it the loan package. Additional verifications and/or credit
documents may be necessary. The BANK will be advised of loan approval and
any conditions.
At this time the day-to-day handling of the loan package will be transferred to
FAMC. The BANK'S role will be to support FAMC:
9. APPRAISAL: After the funds for payment of the appraisal are received from
the applicant, FAMC will order the appraisal report from a qualified
appraiser. FAMC may request assistance from the BANK in obtaining the funds
for the cost of the appraisal and provide the appraiser with a copy of the
sales contract, new construction or rehabilitation plans and specifications
and other pertinent documents needed to conduct the appraisal.
10. TITLE REPORT/ABSTRACT and TITLE STATUS REPORT (TSR): FAMC may request
assistance from the BANK in the ordering of the appropriate Title
Report/Abstract or TSR.
11. LAND STATUS FORM: FAMC may request assistance from the BANK in obtaining a
completed Land Status Form or other documents pertaining to the proposed
properties land status.
12. SUBMISSION FOR FINAL APPROVAL: FAMC will be responsible for all submission
procedure and gaining final approval from the appropriate decision maker.
It should be noted that depending upon the loan program, a file may not go
through a Credit Submission process but could move directly to a one-time
Submission. The appropriate loan program will be identified in Step 1 so
that the BANK and FAMC can plan, up front, the proper submission procedure.
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13. FINAL APPROVAL: Upon issuance of the final approval by the decision maker,
FAMC shall order all closing documents (i.e. survey, inspections) for
immediate loan closure. FAMC may ask the BANK to assist in scheduling the
closing with the local closing agent (designated by the borrower and
approved by FAMC) and obtaining various other closing documents.
14. INVESTOR FUNDING: FAMC shall provide the Investor with a copy of the
complete loan package and shall be consulted as to the timing of the
closing.
15. GUARANTEE PACKAGE: FAMC shall be responsible for all insurance packaging if
applicable.
16. DRAW INSPECTIONS: FAMC may request from time-to-time that the BANK
assistance in the accumulation of documentation needed to conduct draw
payments on loans for new construction or rehabilitation. At no time will
the BANK be responsible for construction or rehabilitation fund
disbursement.
COMPENSATION:
The BANK shall be compensated by FAMC for each loan closed and funded.
Compensation will be in the form of a flat fee. The fee will be paid as
follows:
A fee of $120.00 will be due to the BANK on each loan originated by the
BANK and subsequently closed and funded by FAMC. The fee shall be paid by
FAMC to the BANK on the first or fifteenth day of each month following the
loan funding.
SPECIAL LOAN PROGRAMS:
Both parties agree that from time-to-time FAMC will assist the BANK in
developing special loan programs for use by the BANK in assisting Choctaw
and/or other Native American home buyers. As programs are developed each
program's parameters will become an addendum to this contract.
STATUS OF THE PARTIES:
This Agreement shall not be construed to constitute a joint venture,
partnership, nor other form of agreement creating a joint liability between
the parties. The BANK and FAMC hereto stipulate and agree that the parties
are independent contractors and shall be responsible and liable for the
acts and omissions of their own respective employees, agents, and
representatives.
Notwithstanding any other provisions in this Agreement, it is the intention
of the BANK and FAMC that the employees, agents, and representatives
furnished hereunder by each party shall be the employees, agents, and
representatives of that respective party. Accordingly, at no additional
expense to either party, the BANK and FAMC shall be fully responsible for
the withholding of all state and federal employment, social security,
Medicare, and similar taxes for their own respective employees. The BANK
and FAMC, and their respective employees, agents, and representatives,
hereby agree to indemnify and hold each other harmless from any and all
liability for such taxes, as well as for any penalties, interest, or other
charges or fees which may be assessed or imposed as a result, required to
be filed by state or federal taxing authorities in connection therewith.
The obligations under this paragraph shall survive the expiration or
cancellation of this Agreement.
ASSIGNMENT OR NON-ASSIGNMENT PROMSION:
The BANK and FAMC hereby agree the services specified in this Agreement may
not be delegated or assigned without the prior written approval of both
parties hereto.
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TERMINATION OR CANCELLATION CLAUSE:
This Agreement may be terminated by either party upon thirty (30) days
written notice by certified letter. In the event this Agreement is
terminated or canceled by either party, the BANK shall remain obligated to
FAMC for any outstanding fees or payments due and shall not transfer any
loans currently in process. FAMC shall remain responsible for all unpaid
fees due to the BANK prior to said termination or cancellation.
If cancellation occurs FAMC will continue as the sole loan originator for
any loan programs defined in the "Special Loan Programs" paragraph of this
agreement. FAMC will continue to originate said loans until such time as
the loan commitment is completed, BANK withdraws their participation in the
program or FAMC waives their exclusive right.
PROPRIETARY INFORMATION:
1. FAMC agrees and warrants that it will protect any confidential information
it receives from the BANK as confidential, proprietary and not use the
confidential information for its own purpose or disclose to any third
party, either directly or indirectly, any and all business related clients,
contracts, documentation, projections, business plans, information, funding
arrangements, maps or other materials.
2. The BANK agrees and warrants that it will protect any confidential
information it receives from FAMC as confidential, proprietary and not use
the confidential information for its own purpose or disclose to any third
party, either directly or indirectly, any and all business related clients,
contracts, documentation, projections, business plans, information, funding
arrangements, maps or other materials.
3. FAMC agrees and warrants that it will not circumvent the BANK with respect
to any contracts, understandings, discussions, solicitations, negotiations
or undertakings with the landowners, consultants, funding sources or other
individuals or entities to whom it is introduced by BANK.
4. The BANK agrees and warrants that it will not circumvent FAMC with respect
to any contracts, understandings, discussions, solicitations, negotiations
or undertakings with the landowners, consultants, funding sources or other
individuals or entities to whom it is introduced by FAMC.
5. This paragraph shall become effective immediately upon signing and remain
in effective for three (3) years after cancellation of the entire contract
unless agreed to by FAMC and the BANK.
6. This agreement does not apply to any information which is a matter of
public record.
MODIFICATIONS:
Modifications or changes to the terms of this Agreement shall be in writing
and signed by each of theparties hereto.
LAWS AND REGULATIONS:
The parties' performances hereunder shall comply with all applicable laws,
ordinances, rules and regulations of any governmental agency having
jurisdiction and shall pay any fine, penalty, loss, damage, or expense
resulting from the party's failure to comply therewith. FAMC shall provide
all licenses and permits required to perform its obligations under this
Agreement.
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OFFICE EXPENSES:
The BANK shall be responsible for its own office expenses (i.e., office
rent, mailing, business related telephone costs, and other reasonable
charges). The BANK shall also be responsible for all other expenses that
may be incurred in conducting a mortgage origination business (i.e, auto
expenses, meals, lodging, and transportation). FAMC shall provide photocopy
ready promotional materials, rate sheets, training and assistance in
presentations at no additional cost to the BANK.
POLICY COMPLIANCE:
The BANK agrees to comply with the rules and regulations set forth in each
of the loan programs that FAMC is currently or will be participating in the
future (see Policy and Procedure Manual). FAMC reserves the right to amend
any policies set forth in its company Policy and Procedures Manual from
time-to-time and shall notify the BANK of any such changes.
GENERAL PROVISIONS:
This Agreement contains the complete expression of the parties' agreement
with respect to the subject matter hereof, and shall bind the parties,
their successors, and assigns. This Agreement shall supersede any and all
written or oral statements, agreements, and/or representations of the
parties made prior to or contemporaneously with the execution hereof.
This Agreement shall be governed by the laws of the United States and,
where applicable, the laws of the State of Missouri. The parties agree
their respective performances hereunder shall be governed by an obligation
of good faith.
FIRST AMERICANS MORTGAGE CORPORATION:
/s/ Xxxxxx Xxxxxxxx
12/28/98
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Xxxxxx X. Xxxxxxxx, President Date
Federal Tax Identification #00-0000000
FIRST NATIONAL BANK AND TRUST COMPANY:
/s/ Xxxxx Hoisenfon, ADP 12/28/98
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Date
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