OHIO LEGACY CORP ADMINISTRATIVE SERVICES AGREEMENT
OHIO
LEGACY CORP
EXHIBIT
10.16
THIS
ADMINISTRATIVE SERVICES AGREEMENT
(“Agreement”)
is
entered into effective as of April 28 2008, by and between JMC MARKETING
LTD,
an Ohio
limited liability company (“Company”),
and
OHIO LEGACY BANK, N.A., national bank organized under the federal laws of the
United States (“Bank”).
RECITALS
A. Bank
is a
mortgage lender which offers, among other products, loans secured by liens
on
real estate (“Mortgage
Loans”).
B. Company
desires to provide certain administrative, training and recruitment services
in
connection with the hiring and performance of certain originators of Mortgage
Loans as set forth herein.
NOW,
THEREFORE, in consideration of the mutual agreements contained in this
Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, and intending to be legally bound
hereby, the parties agree as follows.
1. Services.
The
Bank hereby retains Company to perform the services described on Exhibit A
attached hereto and incorporated herein by reference.
2. Responsibilities
of Company.
The
responsibilities of Company under this Agreement are as follows:
(a) Policies,
Standards and Procedures.
Company
shall at all times throughout the term of this Agreement provide administrative
services to the Bank in accordance with all policies, standards and procedures
relating to the operation of the Bank that have been provided to the Company
as
may from time to time be established by the Board of Directors of Bank (the
“Board
of the Bank”),
in
accordance with any regulatory requirement to which the Bank is bound and in
accordance with all applicable laws, including, without limitation, the Home
Owners Loan Act and the regulations of the Office of the Comptroller of the
Currency and FDIC promulgated thereunder.
(b) Business
Expenses of Company.
Company
shall be solely responsible for all costs and expenses incurred in the
performance of the services provided pursuant to this Agreement including but
not limited to its: rent and utilities, equipment, training, advertising, wages,
salaries, workers’ compensation coverage, licenses and certifications,
professional dues, insurance, postage and delivery, supplies, travel, and
employment taxes related to its employees, assistants, managers and
agents.
(c) Personnel.
Company
shall be responsible for providing all necessary service personnel needed by
Company for performing its services and duties under this
Agreement.
(d) Reports.
Company
shall provide written reports to the Board of the Bank concerning the services
provided hereunder as requested by the Board of the Bank but no more frequently
than quarterly. Such reports shall contain such information as is reasonably
requested for the purpose of allowing the Board of the Bank to assess the
performance of Company pursuant to this Agreement.
(e) Records.
At all
times during the terms of this Agreement, Company shall maintain and upon
request, make available to the Bank records maintained by Company relating
to
the services provided hereunder.
3. Responsibilities
of the Bank.
The
responsibilities of the Bank under this Agreement are as follows:
EXHIBIT
10.16 (continued)
(a) Access.
The
Bank shall provide Company with reasonable access to its facilities and those
records that are necessary to the provision of the administrative services
described in Exhibit A.
(b) Business
Expenses of the Bank.
Bank
shall be responsible for the payment of all expenses related to its business.
Company shall not be responsible for any expenses or liabilities of the Bank
arising from Bank’s business operations.
(c) Management
and Records of Profitability.
Bank
shall be responsible for the management and oversight of its employees that
are
OLB Secondary Marketing Division Employees (as defined below), as well as
determining and maintaining records relating to the calculation of the Net
Divisional Profitability (as defined below).
4. Net
Divisional Profitability.
The
compensation to be paid by Bank to Company under this Agreement shall be
determined in the manner provided on Exhibit B attached hereto and incorporated
herein by this reference (“Net
Divisional Profitability”).
The
Net Divisional Profitability shall be paid to Company by Bank within thirty
(30)
days following the period to which the Net Divisional Profitability relates.
5. Monthly
Minimum.
Any
provision in this Agreement to the contrary notwithstanding, Company guarantee
to Bank: (i) from the date hereof until and including May 31, 2008, that Bank
will suffer no losses in connection with the operation of the OLB Secondary
Marketing Division Employees; and (ii) that commencing June 1, 2008, , and
continuing each month thereafter during the term of this Agreement, the sum
of
the Override Fee and the Graduated Funding Fee payable to Bank as part of the
calculation of the Net Divisional Profitability shall be at least $10,000 per
month (“Monthly
Minimum”).
In
the event that (a) the Monthly Minimum is not met, or (b) Bank suffers any
losses in connection with the operation of the OLB Secondary Marketing Division
Employees prior to the effectiveness of the Monthly Minimum, Company shall
promptly pay to Bank such shortfall. In addition to paying such shortfall,
Company agrees to provide additional capital to the OLB Secondary Marketing
Division Employees from time to time on an as-needed basis and when reasonably
requested by Bank. No payments due Company hereunder shall be made by Bank
until
each Monthly Minimum has been received by Bank. Company absolutely and
unconditionally guarantees to Bank and its successors and assigns, the full
and
complete Monthly Minimum as and when the same becomes due and payable. The
obligations of Company under this Section shall be an absolute, unconditional,
present and continuing guaranty of payment and not collectibility. This guaranty
shall be binding upon the Company and its successors and assigns. No waiver,
amendment, release or modification of this Section shall be established by
conduct, custom or course of dealing, but solely by an instrument in writing
duly executed by Bank and Company.
6. Employees.
Exhibit
C to this Agreement sets forth the number and identity of employees that are
employees of Company and are intended to become employees of Bank as soon as
practical following the date hereof (“OLB
Secondary Marketing Division Employees”),
and
sets forth the following information for all such persons: job title; office
location; current annual rate of compensation (identifying bonuses separately)
and any change in compensation since January 1, 2006; vacation accrued and
hire
date for purposes of vesting and eligibility to participate in any employee
benefit plans (as defined in Section 3(3) of ERISA); None of the OLB Secondary
Marketing Division Employees is a party to, or is otherwise bound by, any
agreement or arrangement which limits or adversely affects the performance
of
the OLB Secondary Marketing Division Employees to perform such OLB Secondary
Marketing Division Employee’s duties with Company (including, without
limitation, any confidentiality, non-competition or proprietary rights
agreements). All OLB Secondary Marketing Division Employees are “employees at
will.” The parties acknowledge and agree that all originators recruited by
Company and hired by Bank during the term of this Agreement shall be “OLB
Secondary Marketing Division Employees” for the purposes of this
Agreement.
EXHIBIT
10.16
(continued)
7. Background
Checks; Drug Testing.
Company
shall conduct background checks and drug testing of all OLB Secondary Marketing
Division Employees for Bank under this Agreement prior to initial hiring
and
thereafter on an annual basis. Subject to applicable law, this background check
shall include a search of criminal
records (including misdemeanors and felonies) in all counties and states of
residence of such personnel (including a search of married and maiden names,
where applicable), as well as a records check of national convictions, for
the
prior seven (7) year period. Company shall also search the databases of the
General Services Administration (GSA) and the Office of Inspector General (OIG),
as well as the Global Watch Alert (GWA) list, to ensure that such personnel
are
not identified on any such databases. Company will not recommend an individual
to become an OLB Secondary Marketing Division Employee, and will remove any
such
individual from providing services hereunder, if the background checks do not
show a clean record or if the drug testing shows any positive results. Company
will either provide Bank with evidence of the background checks and drug tests
or otherwise certify to Bank in writing that such personnel recommended as
OLB
Secondary Marketing Division Employees have satisfied the background checks
and
drug testing as described herein. In addition, Bank shall have the right to
conduct an audit of the records of Company, upon reasonable advance notice
to
the Company, to ensure Company’s compliance with the foregoing. Company may
comply with its requirements related to background checks and drug testing
by
contracting with one or more agencies or independent contractors with expertise
in background checks and drug testing.
8. Standard
of Care; Limitation of Liability.
In
providing the services described on Exhibit A, the Company shall act with
ordinary care. Any other provision of this Agreement notwithstanding, however,
neither the Company nor any of its members, managers, officers or agents
(collectively, the “Company Related Persons”) shall have any liability for any
action taken or omitted to be taken by it or him in connection with the services
provided hereunder unless it shall be proved by clear and convincing evidence
in
a court of competent jurisdiction that its or his action or failure to act
involved an act or omission undertaken with deliberate intent to cause injury
to
the Bank or undertaken with reckless disregard for the best interests of the
Bank (if and to the extent it or he has actual knowledge of the best interests
of the Bank).
9. Leases.
The
parties acknowledge that Company leases certain properties as set forth more
fully on Exhibit D, which properties Company shall sub-lease to Bank on a
month-to-month basis upon terms mutually agreed upon by Bank and
Company.
10. Term.
The
initial term of this Agreement shall commence as of the date hereof and shall
terminate on September 30, 2008. This Agreement may thereafter be extended
for
successive one-year terms upon the agreement of the parties. In the event the
parties do not agree to extend the term of this Agreement, this Agreement shall
automatically terminate as of the last day of the then current term. In addition
to the foregoing, this Agreement may be terminated in whole or in part prior
to
the expiration of any term in accordance with the provision of Section
11.
11. Termination.
Notwithstanding Section 10,
this
Agreement may be terminated by the parties as follows:
(a) Insolvency,
etc.
This
Agreement shall terminate automatically if a party (i) admits in writing
its inability to pay its debts generally as they become due; (ii) has a
liquidator, receiver, conservator or statutory successor of such party appointed
by any court or governmental authority having jurisdiction over it; (iii)
commences a proceeding under any federal or state bankruptcy, insolvency,
reorganization or similar law, or has such a proceeding commenced against it
and
either has an order of insolvency or reorganization entered against it or has
the proceeding remain undismissed and unstayed for ninety (90) days; (iv) makes
an assignment for the benefit of creditors; or (v) has a receiver or trustee
appointed for it or for the whole or any substantial part of its
property.
EXHIBIT
10.16
(continued)
(b) Breach.
In the
event of a material breach by any party of any of its covenants under this
Agreement or of that certain Loan Processing Agreement of even date herewith
between Bank and Midwest Mortgage Processing, LLC, an Ohio limited liability
company with common ownership to Company, at the option of the non-breaching
party, the non-breaching party may terminate this Agreement if the breaching
party fails to cure its default within thirty (30) days after written notice
of
default, unless such default cannot
be
cured within thirty (30) days, in which event the non-breaching party shall
not
have the right to terminate this Agreement so long as the breaching party
commences its cure within such thirty (30) day period and diligently pursues
such cure to completion.
(c) Termination
by Bank upon Notice.
The
Bank may terminate this Agreement (i) for any reason and at any time upon not
less than ninety (90) days advance written notice to Company of Bank’s intent to
do so; or (ii) upon thirty (30) days advance written notice to Company that
the
Net Divisional Profitability for any period ending in the previous twelve months
is less than or equal to zero dollars.
(d) Termination
by Bank without Prior Notice.
This
Agreement shall immediately terminate without notice (i) upon the request
of the OCC or any other regulatory body that supervises the Bank; (ii) in the
event that the Board of the Bank determines in its reasonable discretion that
the program may be in violation of applicable law governing the operation of
Bank or that this Agreement will subject Bank to additional regulatory oversight
or future violations of applicable law; or (iii) in the event that the Bank
is
unable to fund loans outside the State of Ohio. Bank shall provide the Company
with notice of such termination as soon as reasonably practicable.
12. Effect
of Termination.
The
termination of this Agreement shall not affect (i) the right to payment of
accrued Net Divisional Profitability relating to a period (or partial period)
prior to termination, or (ii) the rights and obligations of the parties under
Sections 14,
15,
or
16;
or
(iii) the rights and obligations of the parties under any other plan or
agreement between the parties to this Agreement.
13. Relationship
of the Parties.
In the
performance of the work, duties and obligations of Company under this Agreement,
Company shall at all times be acting and performing as an independent
contractor, rather than as an agent or representative of Bank. To the extent
requested by Bank, Company shall provide evidence of liability insurance
coverage for its own employees and operations. Notwithstanding this Agreement,
Bank retains the right to engage in additional management, consulting, training,
recruitment, and other such arrangements with parties other than
Company.
14. Confidentiality.
Without
the prior consent of the Board of the Bank, Company, its agents and employees
shall not, other than in the performance of duties under this Agreement,
disclose, copy or use any Confidential Information relating to the Bank or
its
business for any purpose. For purposes of this Agreement, the term “Confidential
Information”
includes all information that is not generally known to the public or
competitors of Bank and which shall include, but not be limited to, methods
of
training and instruction, methods of operation, methods of pricing, routing
information, Bank lists and customer lists, sales figures, employment
information, tax records, personal history, accounting procedures, financial
information, Bank contracts, business and marketing plans, employee compensation
or policies, future plans, and all information and knowledge in whatever form
used in management, marketing, purchasing, finance or operations or otherwise,
as well as all processes and procedures used in connection with the businesses
of Bank, computer programs and modifications and enhancements thereto (including
optic code, source code and flow charts), uncopyrighted or copyrighted works,
patents, if any, inventions, whether or not patented, ideas, drawings, analysis
and calculations, trade secrets, trade marks or service marks, registered or
intended to be used, and trade names of Bank.
Notwithstanding the foregoing, Confidential Information shall not include
information
that (i) is or becomes generally available to the public other than as a result
of a disclosure by the Company or its representatives, (ii) is or becomes
available to the Company on a non-confidential basis from a source other than
the Bank or any of its representatives or affiliates, provided that the source
of such information was not known by the Company to be bound by a
confidentiality agreement with, or other contractual, legal, equitable, or
fiduciary obligation of confidentiality to, the Bank or any other party with
respect to such information, or (iii) can be reasonably demonstrated by the
Company to have been in its possession prior to its being furnished to it or
its
representatives by or on behalf of the Bank, provided that the source of such
information was not known by the Company to be bound by a confidentiality
agreement with, or other contractual, legal, equitable, or fiduciary obligation
of confidentiality to, the Bank or any other party with respect to such
information. Bank
shall be entitled to injunctive and other relief in a court of law in the event
of a violation of this Section.
EXHIBIT
10.16 (continued)
15. Covenant
Not to Employ Personnel.
During
the term of this Agreement, and for a period of one (1) year thereafter, Company
agrees not to employ or solicit for employment any employee of Bank without
the
written consent of Bank
and Bank
agrees not to employ or solicit for employment any employee of Company without
the written consent of the Company other than the Mortgage Loan Originators
to
be employed by Bank pursuant to the terms of this Agreement. Bank shall be
entitled to injunctive and other relief in a court of law in the event of a
violation of this Section.
16. Indemnification.
Company
shall protect, indemnify and hold Bank harmless from and against any and all
liability and expense of any kind, including costs and reasonable attorney
fees,
arising from injuries or damages to persons or property in connection with
the
operation of the Company or activities under this Agreement, unless such
liability and expense shall be solely the result of the gross negligence,
willful misconduct or fraud of Bank or its officers, employees or
agents.
Bank
shall protect, indemnify and hold the Company harmless from and against any
and
all liability and expense of any kind, including costs and reasonable attorney
fees, arising from injuries or damages to persons or property in connection
with
the operation of the Bank or the Bank’s breach of this Agreement, unless such
liability and expense shall be solely the result of the gross negligence,
willful misconduct or fraud of the Company or its officers, employees or
agents.
17. Representations
and Warranties of the Parties.
The
Bank hereby represents and warrants that it is a national bank duly organized,
validly existing and in full force and effect under the laws of the United
States of America. The Company hereby represents and warrants that it is a
limited liability company duly organized, validly existing and in full force
and
effect under the laws of the State of Ohio. Each party hereby represents and
warrants to the other party that (i) such party’s execution, delivery and
performance of this Agreement have been duly authorized by all requisite action
on the part of such party and its directors, manager or managers and members,
as
applicable; (ii) this Agreement has been duly executed and delivered by such
party and constitutes such party’s legal, valid and binding obligation,
enforceable against such party in accordance with its terms, except as such
enforcement may be limited by applicable bankruptcy, insolvency, reorganization,
moratorium or other similar laws relating to or limiting the enforcement of
creditors’ rights generally or by general equitable principles, public policy or
the Constitutions of the United States or the State of Ohio; and
(iii) neither the execution, delivery nor the performance of this Agreement
by such party does or will conflict with or result in a breach or violation
of
or a default under the articles of organization, operating agreement, articles
of incorporation, bylaws or other governing instruments of such party, or any
law, statute, rule, regulation, ordinance or order of any court or other
governmental authority of any jurisdiction applicable to such party, or any
material contract, agreement or instrument to which such party is a party or
by
which such party is bound. Such representations and warranties shall survive
the
execution and delivery of this Agreement and continue to be binding
thereafter.
18. Guaranty.
▇▇▇▇▇
▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇, and ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall jointly and severally guaranty
the obligations of Company pursuant to a certain Guaranty of even date given
to
secure the obligations of Company hereunder.
19. Notices.
Any and
all notices required to be given under this Agreement shall be given by, and
be
deemed given when (i) delivered by personal delivery; (ii) deposited in U.S.
first-class mail, postage prepaid; or (iii) sent by telecopy with confirmation
of receipt, addressed as follows:
If
to
Bank:
Ohio
Legacy Bank
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▇▇▇▇▇▇▇,
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Attn:
President
5
EXHIBIT
10.16 (continued)
With
a
copy to:
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▇.
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▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇
▇▇▇
▇▇▇
▇▇▇▇▇▇▇,
▇▇ ▇▇▇▇▇
If
to
Company:
JMC
Marketing, LTD
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▇.
▇▇▇▇ ▇▇.
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▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇
▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn:
President
20. Dispute
Resolution.
Subject
to Sections 14
and
15
herein,
any dispute arising out of or related to this Agreement shall be settled by
arbitration in Wooster, Ohio pursuant to the Commercial Arbitration Rules of
the
American Arbitration Association, and judgment on the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction thereof. Prior
to
commencing litigation or a demand for arbitration for any reason under this
Agreement, the principals of the parties will engage in good-faith discussions
in an attempt to resolve the disputed matter(s).
21. Governing
Law.
This
Agreement shall be governed by Ohio law, without regard to conflict of laws
principles therein.
22. Activities
Outside this Agreement.
Bank
recognizes that Company has been, and is, in the business of providing services
to its own customers. Except as expressly provided herein, it is understood
and
agreed that: services provided by Company to Bank are provided on a
non-exclusive basis and Company retains the right to continue to provide the
same type of services, and any other services, to any other of its customers,
including competitors of Bank; provided that Confidential Information is not
used in connection with such activities.
23. Severability.
If
any
provisions of this Agreement or if any covenant, obligation or agreement
contained herein is determined to be invalid or unenforceable, such
determination shall not affect any other provision, covenant, obligation or
agreement, each of which shall be construed and enforced as if such invalid
or
enforceable portion were not contained herein. Such invalidity or
unenforceability shall not affect any valid and enforceable application thereof.
Each such provision, covenant, obligation or agreement, shall be deemed to
be
effective, operative, made, entered into or taken in the manner and to the
full
extent consistent with this Agreement.
24. Waiver;
Consent.
This
Agreement may not be changed, amended, terminated, augmented, rescinded or
discharged (other than by performance), in whole or in part, except by a writing
executed by the parties hereto, and no waiver of any of the provisions or
conditions of this Agreement or any of the rights of a party hereto shall be
effective or binding unless such waiver shall be in writing and signed by the
party claiming to have given or consented thereto. Except to the extent that
a
party hereto may have otherwise agreed in writing, no waiver by that party
of
any condition of this Agreement or breach by the other party of any of its
obligations or representations hereunder or thereunder shall be deemed to be
a
waiver of any other condition or subsequent or prior breach of the same or
any
other obligation or representation by the other party or parties nor shall
any
forbearance by the first party or parties to seek a remedy for any noncompliance
or breach by the other party be deemed to be a waiver by the first party or
parties of its rights and remedies with respect to such noncompliance or
breach.
25. Counterparts.
This
Agreement may be executed in any number of counterparts, each of which shall
be
regarded as an original, and all of which shall constitute but one and the
same
instrument.
EXHIBIT
10.16 (continued)
26. Headings.
The
descriptive headings of the various paragraphs of this Agreement are for
convenience only and shall not be used to construe or interpret the meaning
of
any of the provisions hereof.
27. Binding
Effect.
This
Agreement shall be binding upon and shall inure to the benefit of the parties
hereto and their respective heirs, executors, administrators, legal
representatives, successors and assigns.
28. No
Partnership or Agency.
Nothing
contained in this Agreement or any of the documents to be executed pursuant
hereto shall be deemed to be interpreted as a partnership or any other
arrangement whereby one of the parties is authorized to act as an agent for
another.
29. Third
Party Beneficiaries.
This
Agreement is made and entered into for the sole protection and benefit of the
parties hereto, and no other person, persons, entity or entities shall have
the
right of action hereon, right to claim any right or benefit from the terms
contained herein, or be deemed a third party beneficiary hereunder.
30. No
Assignment.
No party
to this Agreement may assign, transfer or otherwise convey any or all of the
rights or obligations hereunder without the prior written consent of the other
party.
31. No
Construction Against Drafter.
This
Agreement shall be interpreted to give it fair meaning, and any ambiguity shall
not be construed against either party as the primary drafter
hereof.
32. Further
Assurances.
The
parties agree to execute and deliver all such further documents, instruments
and
agreements as may be reasonably necessary to consummate the transactions
contemplated by this Agreement, including but not limited to a certain Loan
Processing Agreement between Bank and Midwest Mortgage Processing, LLC, an
Ohio
limited liability company with common ownership to Company.
IN
WITNESS WHEREOF,
the
parties have executed this Agreement effective as of the date set forth
above.
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OHIO
LEGACY BANK, N.A.
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By:
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/s/ D.
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D.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, President and
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Chief
Executive Officer
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JMC
MARKETING.
LTD
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By:
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/s/
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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▇▇▇▇▇
▇. ▇▇▇▇▇▇, President and
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Chief
Executive Officer
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7
EXHIBIT
10.16 (continued)
Exhibit
A
Description
of Administrative Services
1. Training.
Training regarding best practices of OLB Secondary Marketing Division Employees,
the policies and procedures of Bank, compliance with all federal, state, and
local laws and regulations regarding Mortgage Loans, including but not limited
to federal and state truth-in-lending laws and other consumer protection laws,
any anti-discrimination laws, any applicable state usury laws, the requirements
of the Real Estate Settlement Procedures Act (“RESPA”), pricing and processing
applications for Mortgage Loans, advertisement and customer development and
retention, developing additional leads, and other such services.
2. Recruitment.
Recruitment of additional OLB Secondary Marketing Division Employees and
locations for services to be performed by OLB Secondary Marketing Division
Employees.
3. Other.
Such other and further administrative services as may be mutually agreed to
by
the parties from time to time.
EXHIBIT
10.16 (continued)
Exhibit
B
Determination
of Net Divisional Profitability
Net
Divisional Profitability shall be determined by Bank, or by the certified public
accountants of Bank, and shall, in the absence of a manifest error, be
conclusive as to the amount payable to Company under this Agreement. The Net
Division Profitability shall be equal to the:
SUM
of
all bank fees, service release premium fees and yield spread premium collected
in connection with applications for Mortgage Loans submitted by OLB Secondary
Marketing Division Employees to Bank;
LESS
all
costs incurred by Bank in connection with such Mortgage Loans including but
not
limited to all administrative salaries and benefits, commissions paid to
originators, benefits cost of originators, an Override Fee (as defined below),
a
Graduated Funding Fee (as defined below), any fees charged by any loan
purchaser, underwriter or any other third party in connection with a loan,
and
all other expenses relating solely to the OLB Secondary Marketing Division
Employees, including but not limited to rent (includes all lease associated
costs), insurance, utilities, licensing fees, software costs, supplies,
education, regulatory, systems, amortization of furniture and equipment as
well
as non amortized furniture and equipment, mileage, subscriptions, associations,
meals, entertainment, professional fees, franchise tax, marketing and
advertising, legal, audit, accounting, stationary, postage, web site, printing,
forms, bank charges, bad debt, director’s expenses, club memberships, charitable
contributions, interest expense, taxes, repairs and maintenance and loss on
sale
of loans.
The
following terms have the following meanings for the purposes of this Agreement:
(i) “Override
Fee” shall be equal to 0.0025% (25bps) on all Mortgage Loans closed during the
month then ended;
(ii) “Graduated
Funding Fee” shall be applied to each Mortgage Loan file in an amount based upon
the number of Mortgage Loans closed during the month then ended as
follows:
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Mortgage
Loans Closed
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Fee
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0-40
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$350
per Mortgage Loan
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41-60
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$450
per Mortgage Loan
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Over
60
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$500
per Mortgage Loan
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The
parties acknowledge and agree that the Override Fee and the Graduated Funding
Fee are net of any funding fees paid to any loan purchaser, underwriter or
any
other third party in connection with a loan
EXHIBIT
10.16 (continued)
Exhibit
C
OLB
Secondary Marketing Division Employees
Back,
▇▇▇▇▇
▇▇▇▇▇▇▇ ,
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