Exhibit 10.5
BROKER AGREEMENT
HOME EQUITY LOAN AND LINE OF CREDIT PROGRAMS
THIS AGREEMENT is made this 21st day of July 1999 by and between
WESTMARK MORTGAGE CORPORATION (hereinafter referred to as "Broker"), and CHASE
MANHATTAN MORTGAGE CORPORATION, a New Jersey corporation, on behalf of itself
and on behalf of CHASE MANHATTAN BANK USA, N.A., the lender (individually and
jointly "Chase").
WHEREAS, from time to time, Broker agrees to submit to Chase, home
equity loan and line of credit application packages ("packages"); and
WHEREAS, Chase desires to accept packages from Broker for loans and
lines of credit;
NOW, THEREFORE, in mutual consideration of the promises herein
contained, the parties agree as follows:
A. LOAN AND LINE OF CREDIT PACKAGES
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1. Broker shall, in its sole discretion, decide which
packages are to be submitted to Chase.
2. Chase shall, in its sole discretion, decide which of the
packages will be either accepted or rejected. Chase shall
also, in its sole discretion, decide under what terms and in
what amount each such loan or line of credit will be made.
B. SUBMITTAL AND FREE PROCEDURES
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1. Broker will obtain from the customer all information and
signatures necessary to completely process each package
submitted to Chase, will obtain all verifications and
appraisals required by Chase, and will deliver all required
documentation to Chase in proper form to enable Chase to
approve or disapprove the loan or line of credit application
as submitted.
2. If Chase should close any additional loans or lines of credit
with any customers submitted to Chase by Broker, subsequent to
the initial submittal by Broker to Chase, Chase shall not be
required to pay any additional fee(s) to Broker.
C. WARRANTY
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1. Broker represents and warrants to Chase that it has all
necessary licenses, qualifications and registrations needed to
engage in the business conducted by Broker and the activities
contemplated by this Agreement.
2. Broker warrants that the information contained in all
documents submitted to Chase in connection with each package,
including, but not limited to, the loan or line of credit
application, estimate of settlement charges, schedule of real
estate owned, deposit verifications, employment verifications,
loan verifications, statement of loan or line of credit
purpose, and appraisal, is true, complete and accurate to the
best information and belief of Broker, its employees and
agents.
3. Broker warrants and agrees to deliver to each applicant any
disclosures and information mandated by State and Federal law.
D. COMPENSATION
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1. Broker compensation from Chase regarding loans shall be based
on actual services performed according to the Federal Real
Estate Settlement Procedures Act of 1974, as amended, and
Regulation X thereunder.
2. Broker compensation from Chase for actual services performed
regarding lines of credit shall be solely in accordance with
the attached Schedule A.
3. Final settlement of all amounts due Broker shall be made alter
the rescission period has elapsed. No amounts will be payable
to Broker by Chase or applicant thereafter.
4. Broker represents that any compensation received by Broker
from applicant shall be permitted by applicable law and any
applicable professional responsibility standards and shall not
exceed the fair market value of its service. Broker will not
accept additional fees or other compensation of any type
except as permitted by applicable law and disclosed in writing
to applicant and Chase.
E. COMPLIANCE
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1. The validity, interpretation, enforcement and effect of this
Agreement shall be governed by the laws of the State of Ohio.
2. With regard to both Broker activity in general and each
package submitted, Broker shall comply with all applicable
State and Federal laws, rules and regulations, including, but
not limited to:
a) Federal Truth in Lending Act of 1969, as amended, and
the Federal Reserve Regulation Z thereunder;
b) Federal Equal Credit Opportunity Act (ECOA) and the
Federal Reserve Regulation B thereunder;
c) Federal Fair Credit Reporting Act;
d) Federal Real Estate Settlement Procedures Act of
1974, as amended, and Regulation X thereunder;
e) Flood Disaster Protection Act of 1973 and the
National Flood Insurance Reform Act of 1994;
f) Fair Housing Act;
g) Home Mortgage Disclosure Act;
h) Financial Institutions Reform Recovery and
Enforcement Act of 1989.
3. Upon request, Broker shall furnish to Chase evidence, in a
form satisfactory to Chase, of any action taken by Broker to
comply with such laws, including copies of any notice or
disclosure form furnished to an applicant.
4. This Agreement shall bind and inure to the benefit of any
successors, assignees, subsidiaries and/or affiliates of
Broker and Chase. Broker cannot transfer any rights therein or
assign this Agreement without the written consent of Chase.
Chase may assign this Agreement to any of its subsidiaries or
affiliates without the written consent of Broker.
5. Should any provision of this Agreement for any reason be
declared invalid, such a decision shall not affect the
validity of the remaining provisions which shall remain in
full force and effect as if this Agreement had been executed
with the Invalid provision eliminated.
6. Chase will, at no time, represent themselves to be an agent
for Broker or in any way represent themselves as having any
affiliation with Broker.
7. At no time will Broker represent themselves to be an agent for
Chase or in any way represent themselves as having any
affiliation with Chase. Broker shall have no authority to bind
Chase in any respect. Broker shall not use or refer to Chase's
name in any form of advertising or written materials, except
as may be required by law or specifically licensed to do so by
Chase in writing.
F. INDEMNIFICATION
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Broker shall indemnify and hold harmless Chase from any loss, damage,
cost or expense, including all attorney fees, resulting from the breach
by the Broker of any of its agreements or the inaccuracy of any
representation or warranty made by Broker. This indemnification shall
survive any termination or cancellation of this Agreement.
G. TERMINATION
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1. Either Chase or Broker may terminate this Agreement, by giving
the other not less than thirty (30) days prior written notice
thereof by certified mail, return receipt requested.
2. A termination notice made by Chase shall be mailed to
the following address:
Westmark Mortgage Corporation
Attention: Payton Story III
8000 North Federal Highway
Boca Raton, FL 33487
3. A termination notice made by Broker shall be mailed
to the following address:
Jack Nunnery, Customer and Risk Management
Chase Manhattan Mortgage Corporation
10151 Deerwood Park Blvd., Bldg. #400
Jacksonville, Florida 32258
4. Any loans or lines of credit made by Chase to customers
referred by Broker during the thirty (30) day termination
period are subject to the terms of this Agreement.
H. AGREEMENT EXECUTION
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1. Broker represents that this Agreement does not conflict with
the provisions of any other agreement to which the Broker is a
party and that this Agreement is a legal, valid and binding
obligation of Broker. Broker will notify Chase immediately of
any material changes in its ownership, financial condition or
management.
2. This Agreement constitutes the whole of the parties agreement
regarding the subject matter hereof, and all other agreements,
oral or written, are superseded. Any amendments or
modifications of this Agreement shall only be valid in
writing, signed and executed by each of the parties.
This Agreement is executed as of the date first above written.
BROKER CHASE MANHATTAN MORTGAGE CORPORATION
By: /S/ PAYTON STORY, III By:
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Title: PRESIDENT/COO Title:
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By: /S/ IRVING H. BOWEN
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Title: CHIEF FINANCIAL OFFICER
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BROKER AGREEMENT
HOME EQUITY LINE OF CREDIT PROGRAM
SCHEDULE A
LINE OF CREDIT PACKAGES
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All Line of Credit packages must be submitted according to the terms indicated
below.
|X| Provide prospective customers with information and applications for a Chase
Home Equity Line of Credit.
|X| Help applicant complete the application and provide continued liaison
relationship between applicant and Chase to work through details of the
transaction.
|X| Collect required income and wage verification documentation.
|X| Obtain credit report.
|X| Order, receive and review appraisal. If combined first and second mortgage
amount exceeds $500,000, the appraiser must be on Chase Approved Appraiser
Panel List. If combined first and second mortgage amount is less then
$500,000, appraisal* accepted from any appraiser meeting the following
criteria:
|X| Appraiser must be state licensed/certified
|X| Subject property must be physically inspected by state
licensed/certified appraiser
|X| Copy of appraiser's license must accompany each appraisal
submitted
|X| Order, receive and review title from approved title management coordinators.
|X| Forward file within 24 hours to the Chase Home Equity Regional Processing
Center.
|X| Coordinate the closing with Chase approved closing agent.
|X| Provide such other administrative services and tasks as detailed in Chase's
Operational Procedures.
Broker Compensation: $400 for each closed transaction that has not been
rescinded.
* CHASE WILL PROVIDE AN APPRAISER REVIEW LIST. THE REVIEW LIST CONTAINS
APPRAISERS WHO, IF USED, WILL REQUIRE A FIELD REVIEW BY G. F. HANSON LOAN
QUALITY SERVICES AT THE BROKER'S EXPENSE.