Seller Agreement
This Seller Agreement (as amended, supplemented or otherwise modified from time to time, the "Agreement" is entered into this day of _______ , 20____, by and among _______________________________ ("Financial Institution") and Premiere Commercial Group, Inc., an Ohio Company ("Seller"). Subject to all applicable legal and regulatory requirements, Seller desires to submit mortgage loans to FINANCIAL INSTITUTION for table funding, and FINANCIAL INSTITUTION desires to fund mortgage loans submitted by Seller to FINANCIAL INSTITUTION for table funding, in each case pursuant to the FINANCIAL INSTITUTION Table Funding Guide as it may be supplemented or otherwise modified from time to time (the "Guide"). All terms used and not otherwise defined herein shall have the meanings given such terms in the Guide. NOW, THEREFORE, in consideration of the premises set forth above and the terms, conditions and agreements set forth below, FINANCIAL INSTITUTION and Seller hereby agree as follows: 1. Seller's Duties. Seller will submit to FINANCIAL INSTITUTION, at Seller's sole cost and expense, loan applications and completed loan packages for such loan programs by FINANCIAL INSTITUTION. All loan application packages submitted by Seller shall include all credit, financial, and other information as FINANCIAL INSTITUTION may in its discretion require to investigate a loan applicant's credit worthiness and to consider the loan applications. Seller shall diligently perform all duties incident to the table funding of all mortgage loans delivered by Seller for table funding by FINANCIAL INSTITUTION. In the performance of such duties, Seller shall comply with all of the applicable provisions of the Guide and will all other reasonable requirements and instructions of FINANCIAL INSTITUTION. Seller shall perform all such duties at its sole expense except as otherwise expressly provided in the Guide. Seller shall create, maintain and transmit all mortgage loan papers and documents including permanent mortgage loan account records in accordance with the Guide. Incorporation of Guide by Reference.. Seller hereby agrees to perform all of the obligations of a seller, and to comply with the terms, conditions, procedures and requirements set forth in the Guide, all of the terms and conditions of which are incorporated herein by reference and made a part of this Agreement. Term of Agreement; Termination. The term of this Agreement will commence on the date first set forth above. Each party reserves the right to terminate this Agreement at any time for any reason in its sole discretion upon ninety (90) days' written notice to the other party.
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Seller's Status as Independent Contractor. At no time shall Seller represent that it is acting as an agent, partner or joint venture of FINANCIAL INSTITUTION. Seller is, and shall at all times act as, an independent contracting party. Seller's Fees and Commissions: FINANCIAL INSTITUTION shall have no obligation to pay Seller any fees, commissions or other consideration whatsoever in connection with any loan application submitted to FINANCIAL INSTITUTION unless and until the loan requested is approved and funded (closed and recorded) and assigned to FINANCIAL INSTITUTION. Non Exclusive Agreement: This Agreement is non-exclusive. Either party may enter into similar agreements with other persons or entities. Nothing in this Agreement shall be deemed or construed as creating any duty or obligation on the part of FINANCIAL INSTITUTION to accept any loan applications or packages submitted by Seller, or to approve any loans requested, or to process any loan applications or other requests within any specific time frame. All loan applications and requests submitted to FINANCIAL INSTITUTION shall be handled in the normal course and scope of FINANCIAL INSTITUTION's business affairs. Mandatory Arbitration: If any dispute arises between the parties hereto concerning the interpretation or enforcement of any term of this Agreement, any party, or their representative, may request arbitration. The arbitration provided in this Subsection shall proceed according to the rules of the Arbitration Service of Ohio, and the award of the arbitrator shall have the effect therein provided. The arbitration shall take place in Columbus, Ohio, at a site selected by the arbitrator. The costs and expenses of any such arbitration shall be awarded in accordance with the terms of this Agreement. The arbitration procedure set forth herein shall be binding, non-appealable and the exclusive remedy of the parties hereto in the event of any dispute concerning the interpretation or enforcement of any term of this Agreement. Amendments. This Agreement may not be amended or modified orally, and no provision of this Agreement may be waived or amended, except in writing signed by the party against whom enforcement is sought. Such a written waiver or amendment must expressly reference this Agreement. However, by its terms the Guide may be amended or supplemented by FINANCIAL INSTITUTION from time to time. Seller agrees to comply with any such amendment(s) to the Guide, effective upon the later of (a) receipt of written notice of such amendments), or (b) the effective date specified therein. Notices. All notices, requests, demands or other communications that are to be given under this Agreement shall be in writing, addressed to the appropriate parties and either sent by certified mail, return receipt requested, postage prepaid, to the addresses below, or by facsimile. Any such notice, request, demand or other communications shall be deemed effective upon receipt. Entire Agreement. This Agreement, including all documents incorporated by reference herein, constitutes the entire understanding between the parties hereto and supersedes all other agreements, covenants, representations, warranties, understandings and communications between the parties, whether written or oral, with respect to the transactions contemplated by this Agreement.
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Headings. All section headings contained herein are for convenience only and shall not be construed as part of this Agreement. Enforceabilitv. Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall as to such jurisdiction be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provision in any other jurisdiction, and to this end, the provisions hereof are severable. In the event any of the terms or provisions contained in this Agreement conflict with those contained in the Guide, the terms and provisions of this Agreement shall govern. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which shall constitute the same Agreement. Miscellaneous Provisions.
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(a)
The parties shall execute and deliver all documents and perform all further acts that may be reasonably necessary to effectuate the provisions of this Agreement. This Agreement shall not be construed against the party preparing it. This Agreement shall be construed in accordance with the laws of the State of Ohio.
(b) (c)
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IN WITNESS WHEREOF, the duly authorized officers of Seller and FINANCIAL INSTITUTION have executed this Agreement as of the date first above written. ATTEST: Corporate Seal (If none, so state.)
"Seller" Legal Name of Company: _________________________________________ Signature: ______________________________________________________ Name (printed): __________________________________________________ Title: ______________________________________________________
For Premiere Commercial Group, Inc. Use Only
Premiere Commercial Group, Inc. Signature: ___________________________________________________ Name (printed): _______________________________________________ Title: _______________________________________________________ Date: ___________________________________________________________
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