Correspondent Approval Checklist Account Executive: ______________________________________ Required Documents ____ * Signed and Completed Correspondent Application ____ * Signed and Completed Correspondent Agreement ____ * Signed and Completed Appraisal Certification ____ * Signed and Completed Power of Attorney ____ * Funding Worksheet ____ * Corporate Resolution or LLC Resolution ____ * IRS Form W – 9 ____ Resume of Principals ____ ** Current Financials ____ ** Copy of FHA or VA Approval letter ____ *** Copy of current business license ____ *** Copy of current state license * Required ** If Applicable *** Required if Correspondent is not a Federally Insured Bank Send original documents to: Renasant Bank Attn: Tamra Ritch 2001 Park Place North Ste 650 Birmingham, AL 35203 Renasant Bank Correspondent Application Your Company Information Your Company Name W – 9 Name Your Company Address City / State Zip Phone Number Fax Number E-MAIL Address: Date Started Date Years at Current Incorporated Address Company Type Individual Partnership LLC Financial Institution Corporation S Corp (Circle One) Federal Tax ID Number of Offices Number License Type & Expiration Date Number FNMA ID No. FHLMC ID No. FHA ID No. VA ID No. Principal /Officers Name Title Email Phone Fax Name Title Email Phone Fax Name Title Email Phone Fax Contact Person Name** Title Email Phone Fax Name Title Email Phone Fax ** This person will be set up as the administrator for your company in Renasant Connect. Renasant Bank Correspondent Application – Page 2 Locations Address City State Zip Contact Person Phone Fax Address City State Zip Contact Person Phone Fax Address City State Zip Contact Person Phone Fax Address City State Zip Contact Person Phone Fax Address City State Zip Contact Person Phone Fax All the information is correct and complete. _____________________________________ By: _____________________________________ Company Signature _____________________________________ _____________________________________ Date Print Name _____________________________________ Title Please attach all applicable documents in the Correspondent checklist to this application. Renasant Bank Use Only Approval Date: Correspondent #: Approved By: Renasant Bank Correspondent Agreement This Agreement is between Renasant Bank, at 2001 Park Place North, Suite 650, Birmingham, AL 35203 and (Hereafter referred to as “Correspondent”)(The parties who execute this Agreement could be mortgage correspondents, mortgage companies, credit unions or banks and the use of the term “Correspondent” is for convenience only as a means of identifying the party with whom Renasant Bank is contracting under this Agreement and shall not otherwise define or affect the meaning, construction or scope of any of the provisions hereof). Renasant Bank and Correspondent wish to enter into an arrangement, pursuant to which Correspondent may from time to time desire to offer certain mortgage loans (“Loans”) to Renasant Bank, and Renasant Bank may desire to purchase such Loans, subject to the terms and conditions set forth herein. Correspondent may submit completed applications for loans to Renasant Bank, and upon receipt thereof, Renasant Bank may, in its sole discretion, approve and agree to purchase such Loans following their origination, closing and funding by Correspondent. Nothing in this Agreement shall be construed as obligating Renasant Bank to accept, approve, or underwrite any loan or to obligate Correspondent to submit any particular loan application to Renasant Bank, except as to an application or Loan which has been submitted to and accepted by Renasant Bank in writing. Correspondent will take loan applications, order and receive all credit approval documents for submission to Renasant Bank including, without limitation, an appraisal compliant with the Appraiser Independence requirements set by the Federal Housing Finance Agency, Fannie Mae, and Freddie Mac. A Renasant Bank delegated underwriter will underwrite the completed package. If credit is approved, Renasant Bank will further prepare the closing documents on behalf of and in the name of the Correspondent. Loans that require Mortgage Insurance shall be assigned to MI insurance companies by Renasant Bank. In originating, funding and closing all Loans submitted to Renasant for approval , Correspondent agrees to: 1. Take all such action as may be necessary to comply with Regulation Z, Regulation B and Regulation C of the Federal Reserve Board and any other applicable laws or regulations promulgated by applicable Federal or State agencies and authorities. This includes, but is not limited to RESPA, the Truth-in-Lending Act (including right of rescission requirements), Equal Credit Opportunity Act, Home Mortgage Disclosure Act, Fair Credit Reporting Act, Appraiser Independence, and the Flood Disaster Protection Act. Correspondent will fully comply with all laws and regulations applicable to its performance of this Agreement; and 2. Fully comply with all pertinent underwriting and other requirements of Fannie Mae, the Federal Home Loan Mortgage Corporation, FHA, VA and other applicable investors. As used in this Agreement, the “Guide” refers to the Product Manuals, Announcements, and other terms, conditions, and procedures presently or hereafter published by Renasant Bank at its mortgage lending website located at www.renasantconnect.com (or at any other web location as Renasant Bank may from time to time select) and all revisions, replacements, amendments and additions thereto which may be made from time to time by Renasant Bank. This Agreement includes all terms, procedures, and conditions of the Guide, as it may be revised, amended, replaced or supplemented by Renasant Bank from time to time, and all such terms, procedures and conditions are and shall be incorporated by reference Page 1 of 17 and made a part of this Agreement. The Guide is proprietary information of Renasant Bank and may not be used for any purpose other than performance of Correspondent’s obligations under this Agreement and may not be transferred or disclosed to any other third person or entity without the prior written authorization of Renasant Bank. REPRESENTATIONS AND WARRANTIES: With the knowledge that each of the following representations and warranties is material to and relied upon by Renasant Bank in approving and purchasing each Loan, Correspondent covenants, warrants, and represents to Renasant Bank, with respect to each Loan sold to Renasant Bank or offered for sale to Renasant Bank hereunder, that at the time each such loan is originated, offered, closed, funded and/or sold that: General Representations 1. Correspondent is a duly organized and valid existing entity that is in good standing under applicable laws and regulations of the United States and the State of its organization, and it is duly qualified or registered to transact business in any state in which the real property securing any Loan is located; 2. Correspondent has the requisite corporate authority and capacity to enter into this Agreement, the undersigned representative of Correspondent has been duly authorized to execute this Agreement on behalf of Correspondent, and this Agreement constitutes the valid and binding obligation of Correspondent enforceable in accordance with its terms; 3. Correspondent’s compliance with terms and conditions of this Agreement will not violate any provisions of Correspondent's Articles of Incorporation or by-laws, any instrument relating to the conduct of its business, or any other agreement to which it may be a party, or any governmental requirement; 4. There are, to Correspondent's knowledge, no actions, suits or proceedings pending or threatened against or affecting Correspondent, or the properties of Correspondent, before any court or governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, which, if determined adversely to Correspondent, would have a material adverse effect on the financial condition, properties or operations of Correspondent, or Correspondent’s ability to perform its obligations hereunder; 5. Correspondent is duly licensed or registered as may be required by all applicable law; Loan Origination Representations 6. With respect to each loan application submitted to Renasant Bank: (a) such application has been fully investigated by Correspondent; (b) all material representations contained in such loan application have been investigated or ascertained by Correspondent, in accordance with customary underwriting practices, to be true and correct to the best of Correspondent's knowledge, information and belief; (c) the forms, applications, disclosure statements, notices and other related documentation relating to each such application are in every respect valid and genuine and shall be satisfactory to Renasant Bank as set forth in this Agreement and the Guide; (d) all information (credit or otherwise) submitted to Renasant Bank in connection with such application is true and accurate; (e) no applicant or borrower has filed, or had filed against it, any petition for relief, rearrangement of its debts or other protection from its creditors under any state or federal bankruptcy or insolvency laws; (f) no such application will be or has been referred or brokered to Correspondent by a third party who will receive any compensation from Correspondent, directly or indirectly, unless disclosed in writing to Renasant Bank with the loan application and expressly approved by Renasant Bank; (g) no such application has been submitted, sold, assigned, brokered, Page 2 of 17 encumbered nor has any such application or loan been referred to any party other than Renasant Bank; and (h) such application will be or has been originated without any fraud or misrepresentation on the part of the Correspondent or any other party. Loan Closing, Funding and Sale Representations 7. Each Loan shall be a Loan originated and funded by the Correspondent or by full-time employees of the Correspondent; 8. Each Loan meets and satisfies all requirements for a Loan, including but not limited to the requirements of the Guide, the Policies and Procedures and all other requirements of this Agreement, with the exception of those underwriting requirements contained therein which have been assumed by the Renasant Bank; and 9. Without limiting the generality of the foregoing, each Loan is and at all times shall be an “Eligible Loan” (as defined below). As used in this Agreement, “Eligible Loan” means a Loan that fully meets all representations, warranties, terms, conditions, and covenants set forth in this Agreement including, without limitation, the Guide and Addendum A. LOAN GUIDELINES AND COVENANTS: From time to time during the term of this Agreement, Renasant Bank shall determine and make known to Correspondent its underwriting guidelines for loan applications based on factors such as type of loan, loan limits, loan-to-value ratios, interest rates, fees, payment features, documentation requirements, and credit standards. Renasant Bank’s underwriting guidelines are subject to change by Renasant Bank from time to time and are set forth in the Guide. Correspondent further acknowledges and agrees that: 1. With respect to the Guide: (a) Correspondent has received access to and has read the Guide prior to entering into this Agreement and has the ability to originate, facilitate, fund, service and/or sell Loans in accordance with the Guide; (b) Correspondent shall at all times and in all in all respects comply with such terms, procedures and conditions of the Guide: (c) Correspondent will exercise diligence in training its staff and any approved vendors used by Correspondent, as necessary, regarding the requirements set forth in the Guide and communicating any amendments, revisions, replacements or additions promptly; (d) Renasant Bank may revise, amend, supplement or replace the Guide from time to time without advance notice and any such revisions, amendments, replacements or additions to the Guide will be effective when published; and (e) Correspondent will exercise diligence to stay up-to-date with all amendments and additions to the Guide. 2. Correspondent shall obtain descriptions of Renasant Bank’s available loan programs and to provide the same to each of its agents and representatives and shall accurately explain and/or to cause each of its agents and representatives to accurately explain such specific and available programs to prospective borrowers. 3. Based on a proposed Loan transaction, and with respect to each application submitted for approval to Renasant Bank: (a) Correspondent shall obtain the consent of prospective borrowers to share information with respect to each loan applicant with Renasant Bank: (b) Correspondent will obtain a completed loan application signed by the applicant(s): (c) In connection with the prequalification thereof, Correspondent will prepare and deliver to the applicant(s) all disclosures, notices or documents as are applicable and may be required by any federal or state law or regulation in connection with Page 3 of 17 Correspondent’s activities and the type of loan transaction, within the time limits prescribed by and otherwise in compliance with such applicable laws and regulations; (d) Correspondent will ensure that all disclosures, notices and documents are accurate, complete and truthful as of the date delivered to the applicant(s); (e) Correspondent shall also provide, prepare or obtain and forward to Renasant Bank all necessary items and documents for approval of the Loan including, but not limited to, a valid credit report, tax assessment, and/or appraisal, as required by this Agreement and the Guide; and (f) Correspondent shall analyze each applicant's income and debt, initiating and ordering verifications of employment and deposits, maintaining regular contact with the loan applicant throughout the application process, and, if applicable, ordering the flood hazard determination, and providing the proper notification of special flood hazard area. 4. (a) With regard to loan applications that have been submitted to and approved for funding by Renasant Bank, Correspondent shall further assist Renasant Bank with all additional and further procedures, steps and actions required to complete the loan transaction, including, but not limited to, the final preparation and completion of all loan applications and loan application related documents, the satisfaction and completion of all conditions established by Renasant Bank with respect to any particular loan application as a condition to Renasant Bank's acquisition of such Loan, the execution of all such documents by Renasant Bank, borrower(s) or other obligor(s), and the disclosure to the applicant(s) of all information and disclosures that may be required by applicable state or federal law or by this Agreement; (b) Without limitation of the foregoing, Correspondent shall provide all such legally required disclosures, notices, and documents to the applicant(s) during the loan application process including, as applicable, but not limited to: the Good Faith Estimate of Settlement Costs, the Special Information Booklet, Servicing Disclosure Statement, the early Truth-in-Lending Disclosure and any other notices or disclosures required by applicable law, this Agreement and the Guide; (c) Correspondent shall ensure that all applicable disclosures, notices and documents are accurate, complete, and truthful as of the date delivered to the loan applicant; (d) Correspondent shall provide evidence to Renasant Bank (in a form and manner acceptable to Renasant Bank, in its sole discretion) of the provision or delivery of any applicable disclosure, notice or document, immediately upon Renasant Bank’s request. 5. Correspondent shall, without limitation, make prompt, timely, full, accurate and truthful disclosures to Renasant Bank of all facts, information and documentation of which Correspondent may know, suspect or have actual or constructive notice that could or has affected the validity, collectability, security and/or enforceability of any loan applications to be submitted to Renasant Bank or any Loan, including, without limitation, all facts, information and documentation relating to any disputes, proceedings, litigation or governmental action threatened, anticipated, or pending, respecting the prospective borrower(s), the collateral for the Loan (the “Collateral”), or the Loan transaction, as well as all facts, information and documentation relating to the prospective borrower(s), their creditworthiness or the value or condition of the Collateral. 6. With respect to Renasant Bank’s Quality Control Program: (a) Correspondent acknowledges that such Program is conducted at the option of Renasant Bank, that Renasant Bank is not obligated to conduct such Program, and that the Program is solely for Renasant Bank’s benefit and may not be relied upon by Correspondent or any prospective borrower; (b) Correspondent shall cooperate with Renasant Bank in connection with such Program whereby the accuracy of credit and property documentation is routinely verified; and (c) Correspondent agrees that the conduct of such Program shall not relieve Correspondent of any duty or obligation under this Agreement or constitute a waiver of, or a claim by Correspondent arising from the inaccuracy of any representations, warranties or covenants of Correspondent hereunder. CLOSING, FUNDING AND SALE OF LOANS: Correspondent may originate, close, fund, and sale all loan products offered by Renasant Bank from time to time, except as may otherwise be announced by Renasant Bank in the Guide or elsewhere. All Loans shall be closed in the name of Correspondent, using its own funds. Each Loan shall be closed using such Page 4 of 17 forms as Renasant Bank may designate to be acceptable to it and/or as prepared by Renasant Bank. Each Loan shall be closed at no cost to Renasant Bank. To be an Eligible Loan, the Loan must be locked, underwritten, closed, and disbursed by the expiration date. The closed loan package must be delivered to Renasant Bank no later than 48 hours after funding. The applicable purchase price, which Renasant Bank will pay for any particular Eligible Loan, shall be equal to the outstanding principal balance due on the Loan as of the date of purchase plus accrued interest at the rate stated in the note from the date thereof until the date through which interest has been paid less any amounts that may be due from Correspondent to Renasant Bank under the terms of this Agreement. In addition, Correspondent may be paid such other compensation as Renasant Bank may from time to time designate with respect to Eligible Loans sold to it under this Agreement. Notwithstanding the foregoing, Renasant Bank is authorized to deduct from either the purchase price or other compensation due Correspondent on account of a particular Loan the difference in yield resulting from any below par pricing agreed to by Correspondent for such Loan. Once Renasant Bank receives from Correspondent its offer to sell a closed and funded Loan to Renasant Bank, Renasant Bank will confirm preliminarily whether it accepts such offer, and if so, the applicable price to be paid for such Loan. Such acceptance by Renasant Bank shall remain conditional unless and until the complete, original closed and funded Loan file has been furnished by Correspondent to Renasant Bank, and Renasant Bank shall have verified that all required loan documents are satisfactory and meets the requirements by Renasant Bank for an Eligible Loan. In the event that Renasant Bank should identify any defects in the documentation submitted with a Loan which prevents it from being an Eligible Loan, Renasant Bank shall advise the Correspondent and Correspondent shall have 72 hours which to cure such defects. Renasant Bank shall have no further obligation to purchase such Loan if any such defects are not cured within 72 hour period. If the Loan has already been purchased by Renasant Bank prior to the discovery of the documentation defect, the Correspondent shall have 72 hours within which to cure a curable defect, after which time the Correspondent shall repurchase the Loan from Renasant Bank if the defect has not been cured to Renasant Bank’s satisfaction. Correspondent acknowledges and agrees that Renasant Bank is entitled to and shall rely on the representations, warranties and covenants of Correspondent in underwriting the Loan and preparing the documentation necessary to close the Loan. Notwithstanding whether Renasant Bank may have prepared or independently reviewed and approved the forms used to close the Loan or provided them to Correspondent, the responsibility for ensuring the genuineness and accuracy of the information provided by Correspondent to enable Renasant Bank to complete such forms shall in all respects be and remain the responsibility of Correspondent, not of Renasant Bank, and any claim arising from the failure of Correspondent on this regard shall be part of the indemnity obligation of Correspondent set forth in the following Section. . Correspondent shall be responsible for all documentation required to transfer a closed and funded Loan to Renasant Bank. Without limiting the generality of the foregoing, the Correspondent shall prepare assignment instruments for the note, the mortgage, and any other legal document relating to such Loan assigned to Renasant Bank, with such documentation as has been provided or approved by Renasant Bank. Correspondent shall provide, at Correspondent’s expense, all notifications to any borrower or other obligor of the transfer of each such Loan, as required by any applicable federal, state or local statutes, rules, regulations, ordinances or requirements in the jurisdiction where the property securing the Loan is located. A copy of each such notification shall be contained in the Loan file delivered to Renasant Bank, with such notification to be provided in such format as Renasant Bank may have provided to Correspondent or as Renasant Bank may otherwise have approved. Renasant Bank’s purchase from Correspondent of a Loan shall at all times be without any waiver or relinquishment of Renasant Bank’s right to conduct further reviews or audits of such closed, funded, and purchased Loan files with regard to the documentation and forms pertaining thereto, and in the event that such Loan is purchased by Renasant Bank prior to Renasant Bank’s discovery of any failure of such Loan documentation to satisfy the requirements for such Loan to be an Eligible Loan such event shall not prejudice or impair in any way Renasant Bank’s rights to require that the forms and documents pertaining Page 5 of 17 to such Loan comply with all requirements specified herein, in the Agreement, and in the Guide, or its right to request repurchase of said Loan.. PURCHASE/INDEMNITY: Without limiting the generality of any provision hereof or any other available remedy, Correspondent agrees that, upon request, it will immediately repurchase any Loan sold to Renasant Bank that (a) is not fully in compliance with the representations, warranties, terms, conditions and covenants set forth in this Agreement including, without limitation, those set forth in Addendum A and the Guide, (b) has applicant, credit, or appraisal information or documentation that is not genuine, not accurate or otherwise false or fraudulent, whether such is disclosed by a quality control audit or otherwise and regardless of whether Correspondent participated in or was aware that such information or documentation was not genuine, accurate or otherwise false or fraudulent; or (c) otherwise does not qualify as an Eligible Loan. The repurchase price to be paid by Correspondent as a result of such repurchase demand shall be paid to Renasant Bank with immediately available funds within five (5) calendar days of Renasant Bank’s purchase request, and shall be equal to the unpaid principal balance of the Loan, plus compensation of any kind paid to Correspondent by Renasant Bank, plus any accrued but unpaid interest due on the date of purchase. If Correspondent does not immediately comply with Renasant Bank’s request, Renasant Bank shall have the right to terminate this Agreement immediately and shall have no further obligation to Correspondent to purchase other Loans that may have been submitted to or approved by Renasant Bank; provided, however, that the cancellation of this Agreement shall in no way release or terminate Correspondent's obligation to repurchase Loans which are then or may thereafter be subject to a repurchase obligation. Correspondent's repurchase obligation pursuant to this section shall survive termination or expiration of this Agreement. Correspondent is an independent contractor. At no time shall the Correspondent represent that it is acting as an agent of Renasant Bank. Correspondent shall have no authority to act for or on behalf of Renasant Bank or to bind Renasant Bank in any manner without the express prior written consent of Renasant Bank. Renasant Bank shall not be responsible for and assumes no liability to Correspondent or to any applicant, borrower, or other third party on account of any of Correspondent's acts and omissions in connection with any of the loan applications or Loans submitted to Renasant Bank for approval and purchase or which are otherwise originated, funded and closed by Correspondent. Correspondent shall indemnify, defend and hold Renasant Bank, including any of its related companies, and each of their respective affiliates, officers, agents, directors, and employees, harmless from and against any and all claims, actions, proceedings, expenses, damages and liabilities (including ,but not limited to, any governmental investigations, complaints and actions) and attorneys’ fees and disbursements, arising out of or in connection with: (a) any breach by Correspondent of any representation, warranty, term, condition or covenant under this Agreement or the Guide, (b) the conduct by Correspondent of any business, advertising, marketing, or sales in connection with this Agreement, (c) Correspondent’s noncompliance with legal or regulatory requirements applicable to Correspondent or Correspondent’s violation of any applicable laws, rules or regulations in connection with this Agreement, or (d) any Correspondent act or representation tending to imply an employment or agency relationship with Renasant Bank. Correspondent's indemnity obligation pursuant to this section shall survive termination or expiration of this Agreement. CONFIDENTIALITY OBLIGATIONS: Correspondent agrees that it will keep the Confidential Information (as defined below) confidential and will not, without the prior written consent of Renasant Bank, use or disclose or permit any of its officers, directors, partners, employees, agents or representatives to use or disclose any Confidential Information Page 6 of 17 to any person or entity other than: (a) such disclosure to or use by its employees, directors, auditors, attorneys and governmental or regulatory authorities exercising supervision over it who have a need to know such information in order for Correspondent to carry out its responsibilities under this Agreement, (b) such disclosure and use as is expressly provided for in and as reasonably necessary to carry out the purposes for which the Confidential Information is disclosed in connection with this Agreement, (c) as expressly authorized by Renasant Bank, or (d) in accordance with applicable law, such as disclosure by compulsion pursuant to a validly issued subpoena or other judicial or administrative order, and then only with prior written notice to Renasant Bank. “Confidential Information” shall mean any non-public information which Correspondent may acquire during the term of this Agreement relating to Renasant Bank including, but not limited to, business practices, procedures, and loan programs or any information relating to any customers, including, without limitation, applicants or borrowers of any Loan purchased by Renasant Bank. Correspondent further agrees to abide by Renasant Bank’s privacy policies and procedures with respect to such Confidential Information as such policies and procedures are communicated by Renasant Bank to Correspondent from time to time. Correspondent will not disclose the Confidential Information, or permit the disclosure of the Confidential Information, to any third party contractor, in any manner whatsoever, in whole or in part, except upon prior notice to Renasant Bank and as expressly permitted by Renasant Bank and subject to the execution of a separate non-disclosure agreement by each such contractor in favor of Renasant Bank. Without limitation on the foregoing, Correspondent agrees to comply with any applicable federal and state privacy regulations with respect to all Confidential Information that it may receive or have access to which contains any non-public information with respect to any applicant, borrower or other obligor on any Loan (“Customer Information”) including, without limitation, Gramm-Leach-Bliley Financial Modernization Act (“GLB Act”), the Fair and Accurate Credit Transactions Act (“FACT Act”), and the Health Insurance Portability and Accountability Act (“HIPAA”). Correspondent will not use or disclose Customer Information except as necessary to for Correspondent to originate, facilitate, fund, service and/or sell (as the case may be) Loans in accordance this Agreement. Additionally, in accordance with section 501(b) of the GLB Act, Correspondent has or agrees to implement appropriate security measures designed to meet the objectives of regulatory guidelines governing safeguarding of Customer Information. In the event that an employee of Correspondent with access to Customer Information terminates employment with Correspondent, Correspondent agrees to take reasonable efforts to prevent such personnel from reproducing lists of the names, addresses or other identifying information regarding any applicant, borrower or other obligor with respect to any Loan purchased by Renasant Bank. The Correspondent shall also comply with the FACT Act and all rules and regulations promulgated thereunder to the extent its origination, facilitation, funding, servicing and/or sale of the Loans (as applicable) pursuant to this Agreement involves the processing of consumer information that comes within the protection of such Act, and in conjunction therewith, shall: (a) implement and maintain commercially reasonable procedures to detect, prevent and mitigate the risk of identity theft and to identify applicable identity theft red flags as defined in Appendix A to Regulation V of the Board of Governors of the Federal Reserve System, and (b) shall fully disclose to Renasant Bank any instances of identity theft caused by or identified by the Correspondent concerning any applicant, borrower or other obligor with respect to any Loan. The disclosure to Renasant Bank shall be made as soon as practical after such breach and shall include the specific nature of and scope of such breach, the date and time that such breach occurred, the effect on Renasant Bank, and the measures taken by Correspondent to remedy such breach. NON-SOLICITATION: Correspondent agrees that for a period of 120 days from the from the date of sale of any Loan to Renasant Bank under this Agreement, Correspondent shall not in any way, directly or indirectly, market, Page 7 of 17 request, or otherwise solicit from the applicable borrower(s) or other obligor(s) on such Loan to repay or refinance such Loan. MISCELLANEOUS: 1. Correspondent recognizes that Renasant Bank intends to rely on this Agreement with Correspondent and the representations, warranties and covenants hereunder and will make binding commitments in reliance thereon. It is understood and agreed that actual delivery of the loan applications and Loans under each lock-in commitment is the essence of this Agreement and is mandatory. 2. All Loans are to be locked through Renasant Bank’s Secondary Marketing Department. If the lock-in period expires prior to disbursement of funds, the Loan must be closed at the higher of then-current market rate or initial lock-in price. Correspondent will comply with all published announcements of Renasant Bank, as such may be amended or replaced from time to time, concerning pricing, lock-ins, expirations, cancelations, underwriting, file delivery, premium/discount payment, early payoff, final loan documentation including, without limitation, those set forth in the attached Addendum B. 3. Correspondent shall execute and deliver to Renasant Bank, simultaneously with the signing of this Agreement, a limited power of attorney in favor of Renasant Bank, in the form attached hereto as Addendum C, and Correspondent will also at any time and from time to time execute and deliver, or cause to be executed and delivered, such additional instruments, endorsements, papers and documents, and take all such further or reasonable action, as Renasant Bank may reasonably request for the purposes of carrying out this Agreement and to consummate and confirm the sale and transfers of Loans provided herein. 4. Except as provided below, Correspondent and each of its principal officers hereby authorize Renasant Bank to secure a consumer or business credit report and in addition, authorize the release to Renasant Bank of any and all information concerning employment, financial statements, corporate records, bank accounts, credit verifications and any additional information deemed necessary by Renasant Bank. Correspondent and each principal officer agree that Renasant Bank may, from time to time, request and secure additional credit reports or other information on them as Renasant Bank in its sole discretion, deems necessary. In the event Correspondent is a state or federally chartered bank or a subsidiary of a state or federally chartered bank, Correspondent may submit its most recent Report of Income and Condition (aka Call Report) or such other equivalent financial information as Renasant Bank may reasonably request in lieu of the other requirements of this paragraph 4. 5. Renasant Bank will be notified in writing within 30 days of any material change in management and/or ownership of the Correspondent. A change in ownership of 10% or more shall be considered a material change. 6. Correspondent shall submit to Renasant Bank annual audited financial statements no later than ninety (90) days from the end of its fiscal year. In addition, where licensing is required by applicable state law, Correspondent must also provide a copy of its current license, and must immediately notify Renasant Bank of loss, suspension or restriction of its licenses. 7. This Agreement shall be governed by, and construed and enforced in accordance with, applicable Federal law and the internal laws of the State of Mississippi excluding choice of law principles. Each party irrevocably (i) submits to the exclusive jurisdiction of any state or federal court sitting in Lee County, Mississippi or the United States District Court for the Northern District of Mississippi with respect to all matters arising out of or relating to this Agreement, (ii) agrees that all claims with respect to any such action or proceeding may be heard and determined in such state or federal court, (iii) waives to the fullest possible extent, the defense of inconvenient forum, (iv) waives the right to a trial by jury, and (iv) agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other Page 8 of 17 jurisdictions by suit on the judgment or in any other manner provided by law. Notwithstanding the foregoing, Renasant Bank and its subsidiaries and other affiliates, at their option and discretion, may resort to any other state or federal court having jurisdiction with respect to the enforcement of or remedies afforded by this Agreement including, without limitation, specific performance or injunctive relief. 8. This Agreement is a continuing agreement and shall be in effect for a term commencing as of the date of this Agreement and terminating upon thirty (30) days prior written notice by either party to the other. Notwithstanding the foregoing, this Agreement and Renasant Bank’s obligations hereunder may be terminated immediately by Renasant Bank without notice to Correspondent in the event that: (a) Correspondent fails to comply with any material covenant of this Agreement or the Guide; (b) Correspondent's power, license, or authority to conduct or perform the activities contemplated under this Agreement is terminated or revoked or proceedings are instituted to terminate or revoke such power, license or authority for any reason whatsoever, (c) Correspondent becomes bankrupt or insolvent as such term is defined under any federal, state, or local bankruptcy or insolvency laws; (d) a material representation or warranty made to Renasant Bank by Correspondent herein is or becomes false; or (e) any of Renasant Bank’s federal or state regulators criticizes Renasant Bank for entering into or performing this Agreement. All covenants, agreements, representations, and warranties made by Correspondent hereunder shall survive the termination of the agreement and shall remain in full force and effect. All registrations and lock-ins in process at the time of termination will remain valid until any commitments in place are completed, except in the case of immediate termination by Renasant Bank. 9. Section headings contained in this Agreement are inserted for convenience of reference only, shall not be deemed to be a part of this Agreement for any purpose, and shall not in any way define or affect the meaning, construction or scope of any of the provisions hereof. 10. This Agreement represents the final agreement between the parties and supersedes and is in lieu of all prior contracts, discussions, agreements and arrangements by and between the parties hereto with respect to the subject matter hereof, all of which are merged into it. Except for amendments authorized by this the Agreement to be made unilaterally by Renasant Bank, no waiver, amendment, or modification of any provision of this Agreement shall be effective unless consented to by both parties in writing. 11. This Agreement cannot be assigned or otherwise transferred, in whole or in part, by operation of law or otherwise, by Correspondent without the express prior written consent of Renasant Bank. There are no unwritten oral agreements between the parties. 12. This Agreement is binding upon and shall inure to the benefit of the successors and assigns of the parties hereto subject to the aforesaid limitation on Correspondent's right to transfer, assign or interpose other parties. Not by way of limitation or exclusion, the representations and warranties of Correspondent and its indemnification and other obligations shall inure to the benefit of persons to whom Renasant Bank may sell the Loans referred to it under this Agreement and such persons may assert the rights of Renasant Bank hereunder directly against Correspondent. 13. Any notice or other communication required or permitted hereunder shall be in writing and shall be delivered personally, sent by facsimile transmission, by certified, registered or express mail, or by overnight courier, postage or other changes prepaid. Any such communication shall be deemed given when so delivered personally, or sent by facsimile transmission (with written confirmation of receipt), or if sent by overnight courier, one day after delivery to the courier, or if mailed, three (3) days after the date of deposit in the United States mails, as follows: If to Renasant Bank Page 9 of 17 Renasant Bank Wholesale Lending Department Attention: David Mays 2001 Park Place North Ste 650 Birmingham, AL 35203 With a copy to: Renasant Bank Wholesale Lending Department Attention: Don Ellis 2001 Park Place North Ste 650 Birmingham, AL 35203 If to Correspondent: Any party may by notice in accordance with this section to the other party designate another address or person for receipt of notices hereunder. 14. No remedy under this Agreement is exclusive of any other available remedy, but each remedy is cumulative and is in addition to other remedies given under this Agreement or existing in law or in equity. 15. To facilitate execution, this Agreement may be executed in counterparts, and it shall not be necessary that the signatures of each party appear on each counterpart; but it shall be sufficient that the signature of each party appear on one or more of the counterparts. All counterparts shall collectively constitute a single agreement. 16. If any portion of this Agreement shall be determined pursuant to a final and non appealable judgment by a court or arbitral authority of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect without regard to such invalid or unenforceable portion. 17. No failure or delay by either party in exercising any rights, power, or remedy under this Agreement shall operate as a waiver of any such right, power, or remedy; nor shall any delay or omission of Correspondent to Renasant Bank of any right hereunder in any manner impair Renasant Bank of any such right accruing to it thereafter. 18. The terms and provisions of this Agreement are not intended to confer upon any person other than the parties hereto and their respective permitted successors and assigns (except as provided herein) any rights or remedies, and such terms and provisions will be enforceable only by the parties hereto, their respective permitted successors and assigns, and as contemplated herein. 19. If Correspondent is a corporation, Correspondent agrees to provide Renasant Bank with a certified copy of a corporate resolution by the Board of Directors of Correspondent authorizing the appropriate officers of Correspondent to enter into this Agreement or such other documents as may be Page 10 of 17 satisfactory to Renasant Bank which establishes the authority of an officer to enter into or act on behalf of the Corporation in regards to this Agreement. If Correspondent is a limited liability company or partnership, Correspondent agrees to provide Renasant Bank with a certified copy or a resolution of said limited liability company or partnership, which indicates the names of all members, managers, or partners having the authority to enter into this Agreement, and such other documents as may be satisfactory to Renasant Bank which establishes the authority of any representative to enter or act on behalf of the limited liability company or partnership in regards to this Agreement. Receipt of executed Renasant Bank Correspondent Agreement and applicable items noted on the Correspondent Approval Checklist are required prior to final approval. Renasant Bank Correspondent By: By: Title: Title: Date: Date: Attest Attest Page 11 of 17 ADDENDUM A TO RENASANT BANK CORRESONDENT AGREEMENT Representations and Warranties: With the knowledge that each of the following representations and warranties is material to and relied upon by Renasant Bank in purchasing each Loan, Correspondent covenants, warrants, and represents to Renasant Bank, with respect to each Loan sold to Renasant Bank or offered for sale to Renasant Bank hereunder, that at the time each such loan is offered, closed, funded and/or sold that: 1. All parties to the note and mortgage/deed of trust or other security agreement (including any co- buyer, co-maker, guarantor or third party owner of the mortgaged property) were of legal age and otherwise had legal capacity to contract at the time they signed such note, mortgage/deed of trust or security agreement; 2. All signatures on the note and mortgage/deed of trust or other security instrument (including the signature of any co-buyer, co-maker, guarantor or third party owner of the mortgaged property) are genuine and, if made in a representative capacity, were duly authorized, and such note and mortgage/deed of trust (including the security agreement contained therein) are valid and enforceable, against the obligors and the mortgaged property set forth thereon, in accordance with their terms; 3. There is no verbal understanding or written modification which would affect the terms of the note, mortgage/deed of trust or other security agreement except by written instrument delivered and expressly made known to Renasant Bank by Correspondent and recorded if recording is necessary to protect the interest of Correspondent; 4. The full principal amount of the Loan has been advanced to the borrower(s), either by payment directly to such person(s) or by payment on such person(s) request or approval. The unpaid principal balance of the Loan is as represented by Correspondent. All costs, fees, and expenses incurred in making, closing and recording the Loan have been paid. 5. No part of the mortgaged property securing the Loan has been released from the lien of the mortgage/deed of trust securing the Loan; 6. Each mortgage/deed of trust securing the Loan is a valid first lien or, if specifically approved by Renasant Bank, a valid second lien on the mortgaged property securing the Loan, and such mortgaged property is free and clear of all encumbrances and liens having priority over the lien of such mortgage/deed of trust, except for any approved first lien, if applicable, and liens for real estate taxes and special assessments not yet due and payable and those exceptions which may be set forth in the Guide; 7. There is in force and effect for each Loan either (a) a paid-up title insurance policy on the mortgaged property securing the Loan issued by a Renasant Bank approved title company in an amount at least equal to the outstanding principal balance of the Loan or (b) an attorney’s mortgage lien opinion; 8. There is no improvement on or being a part of the mortgaged property which secures the Loan that is, to Correspondent’s knowledge, in violation of any applicable zoning laws; 9. All improvements included for the purpose of determining the appraised value of the mortgaged property which secures the Loan lie wholly within the boundaries and building restriction lines of such property, and no improvements on adjoining properties encroach upon such mortgaged property; Page 12 of 17 10. There are no liens or claims including liens for work, labor, materials or unpaid state or federal taxes relating to the collateral for the Loan or any real estate improved with the proceeds thereof, except as reflected in the information provided by Correspondent to Renasant Bank; 11. There is no condition, including, without limitation, any environmental hazard present upon the mortgaged property which secures the Loan or any real estate to be improved with the proceeds thereof which could adversely affect the value of such mortgaged property or real estate, except as previously disclosed to Renasant Bank; 12. To the best knowledge of Correspondent, the subject mortgaged property which secures the Loan is not damaged by fire, wind, or other cause of loss and there are no proceedings pending or threatened for the partial or total condemnation of the subject mortgaged property for such Loan; 13. The transfer of the Loan to and acceptance by Renasant Bank will transfer all of Correspondent’s right, title, and interest in and to such Loan, including any rights to service such Loan arising in connection therewith, and is transferred free of any rights or claims of any other person or entity; 14. The Loan is not and will not be subject to any right of rescission, setoff, counterclaim or defense of or to any of the terms of such Loan or the exercise of any right there under, nor will any of such items render such Loan unenforceable in whole, or in part, as to the obligation of the borrower to pay the amount financed; 15. As of the date of purchase of the Loan by Renasant Bank, Correspondent has satisfactorily fulfilled all obligations on its part to be fulfilled under, or in connection with, such Loan in a timely manner and has done nothing to impair the rights of Renasant Bank or any Investor in the Loan or payments there under; 16. The note is not past due or dishonored and no default, breach, violation or event permitting acceleration of the terms of the Loan exists; 17. Correspondent has full power and authority under applicable laws to originate, close, fund and sell Loans, and possesses all requisite licenses and approvals as may be necessary in order to conduct such business; 18. Correspondent has not required mortgage life insurance or any other insurance of any kind (other than property damage insurance or required private mortgage insurance) in connection with the note, and the purchase of any such insurance coverage is truly optional with the buyer; 19. The borrower received a fully completed copy of the loan documents at the time they were executed; 20. No Loan is subject of, and Correspondent is not aware of any facts which could give rise to, litigation which could affect the ability of Renasant Bank or any Investor to enforce the terms of the obligations or its rights under the loan documents; there is no claim, litigation, investigational proceeding pending or threatened against Correspondent or otherwise affecting the Loan in which the validity, enforceability or collectability of the Loan is or may be questioned; and Correspondent has no notice or knowledge of any claim, defense or setoff which may be asserted by the borrower with respect to borrower’s obligations upon the Loan; 21. Correspondent has not received any payment on the note except payments disclosed to Renasant Bank in writing at the time the Loan is offered for sale to Renasant Bank; 22. The collateral for the Loan is insured against loss by fire and other hazards, and, if located in a federally-designated flood hazard area, against loss by flood hazards, and such insurance meets all requirements provided by Renasant Bank in the Guide or in such other notice given to Correspondent. Page 13 of 17 Without limiting the foregoing, each such insurance policy contains a standard mortgagee clause or loss payee clause naming Renasant Bank or Correspondent, its successors and assigns, as loss payee or mortgagee, and all premiums thereon shall have been paid; 23. Correspondent has good title to, and full right and power to sell, the Loan, and such Loan is not subject to any lien, encumbrance, or prior assignment; 24. Correspondent has complied with the requirements of all applicable federal and state laws and regulations in connection with the Loan, including, but not limited to: Real Estate Settlement Procedures Act, the Flood Disaster Protection Act, the Federal Consumer Protection Act (including Truth-in-Lending and Equal Opportunity Acts), and all applicable statutes or regulations governing fraud, lack of consideration, unconscionability, consumer credit transactions or interest charges; 25. Correspondent has no knowledge of any circumstances or conditions with respect to any Loan, mortgage property securing such loan, borrower, or borrower’s credit standing that reasonably could be expected to cause private institutional investors to regard any Loan as an unacceptable investment, cause any Loan to become delinquent or adversely affect the valued or marketability of the Loan; and 26. Correspondent has provided an appraisal complying with the Guide, Manual, the Agency Guide, the Appraiser Independence requirements, and applicable law. All of the foregoing covenants and warranties shall survive the purchase of each Loan by Renasant Bank and the assignment of the loan documents to Renasant Bank by Correspondent. Page 14 of 17 ADDENDUM B TO RENASANT BANK CORRESPONDENT AGREEMENT Pricing Renasant Bank will set mortgage prices between the hours of 10:30 -12:00 a.m. CST, Monday through Friday, excluding national holidays. Once prices are set, they will be in effect until 6:00 p.m. CST that evening. All lock-ins should be registered and locked by completing and delivering a Correspondent Registration Sheet to the marketing department prior to the 6:00 p.m. cutoff. After new rates are established, all lock-ins will be subject to the current prices regardless of application date. Renasant Bank does reserve the right to change prices at any time during the day should excessive market movement dictate. Should any change occur, it will be effective immediately and will be communicated by fax or e-mail. Lock-Ins Lock-ins must be transmitted via electronic submission using the www.renasantconnect.com website or by phone to the marketing department. No telephone registrations will be accepted until the daily rate sheet has been issued. Marketing will confirm the loan registration to the appropriate origination personnel within 48 hours of receipt. This confirmation will include the loan program, term, rate, price, Renasant Bank loan number, expiration date, and any adjustments to price. If the confirmation is not received within 48 hours, it is the originator's responsibility to follow-up with marketing to verify the registration. It is the originator’s responsibility to notify secondary marketing of any changes to the loan or registration. Expirations If a loan does not close prior to the lock-in expiration, the loan shall be re-locked under a “worse case scenario” basis. A refinance meets the expiration period if the loan disburses on or before the expiration date. Cancellations It is the responsibility of the Correspondent to notify Renasant Bank in writing of all cancellations and withdrawals in a timely manner. Include the reason for cancellation. Any loan that is cancelled and re- opened will close at the higher of the original loan terms or current market. Any change of property will require a new lock-in with the marketing department. Underwriting The loan will be assigned to underwriters who will underwrite the loans to FNMA/FHLMC, FHA, VA and/or investor guidelines. The underwriter will send conditions to the originator. The loan must be locked prior to closing. Delivery of File The closing attorney must deliver the closing package by overnight mail no later than forty eight hours -- after funding. Correspondent may be requested to assist with resolving post settlement issues involving underwriting settlement conditions. Premium/Discount payment Page 15 of 17 Any premium or SRP due Correspondent for originating the loan, or any discount due to Renasant Bank, will be reconciled with the loan purchase by Renasant Bank. Early Payoff Correspondent will refund any fees or SRP paid by Renasant Bank to the Correspondent if the loan is paid off in full within 120 days of closing. Final Loan Documentation The closing attorney will forward all recorded documents and the final title policy to Renasant Bank. All final loan documentation must be received within 60 days of loan closing. A report of missing documents will be provided to Correspondent monthly. Repetitive submission of delinquent documents may result in the attorney being removed from Renasant Bank's approved attorney list, Policy Changes Renasant Bank reserves the right to modify the above policies and procedures. Correspondent will be given written notice prior to effective date of such changes. Page 16 of 17 ADDENDUM C TO RENASANT BANK CORRESPONDENT AGREEMENT FORM OF LIMITED POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that _____________________________ (“Correspondent”), in order to carry out the intent and purposes of that certain Loan Purchase Addendum to Correspondent Agreement (“Addendum”) executed as of the ____ day of ________________________, between Renasant Bank and Correspondent, and in accordance with the provisions of said Addendum, does hereby irrevocably appoint Renasant Bank and its affiliates, officers, employees and agents (hereinafter “Renasant”), as its true and lawful attorney-in-fact, with full power of substitution for the sole and limited purposes, when and if applicable, as are set out below: a. to endorse the name of Correspondent, without recourse, upon any and all notes, checks, drafts or other instruments and vehicles of the payment of money received or to be received by or on behalf of Renasant Bank in payment of or on any Loan assigned to Renasant Bank or insurance proceeds resulting from any insurance on the collateral for the Loans or other collateral, and to take any and all action necessary to perfect the interest of Renasant Bank in any Loan assigned or intended to be assigned to Renasant Bank pursuant to the Addendum; b. to endorse or cause to be endorsed each Loan note to indicate that all right, title and interest of Correspondent in, to and under such Loan has been assigned to Renasant Bank; c. to prepare, endorse and file with the appropriate state authority an assignment instrument relating to the transfer of the security instrument in the collateral from Correspondent, as seller, to Renasant Bank, as purchaser; d. to take such other action as may be deemed desirable by Renasant Bank or as may be necessary to perfect the interest of Renasant Bank in any Loan or collateral or as are necessary or appropriate to enforce its lien in any collateral or otherwise properly service the Loan. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the above referenced Agreement. This Limited Power of Attorney shall be binding upon Correspondent and its successors and assigns, and shall inure to the benefit of Renasant Bank, and its successors and assigns. IN WITNESS WHEREOF, Correspondent has caused its name to be subscribed hereto by its ________________ President and its seal is to be affixed by its ______________________ Secretary, this __________ day of ___________, _____. Signed and Acknowledged In the presence of the following witnesses: CORRESPONDENT _____________________________ By: _________________________________ ______________________________ Its: _________________________________ STATE OF ______________ COUNTY OF ____________ Subscribed and acknowledged before me, a Notary Public in and for said county and state this day of ___________________, ________, by ______________________________, _____________________ President of _________________________ and attested by ___________________________, ___________________________________ Secretary of _________________________. _____________________________________ Page 17 of 17 Renasant Bank – Correspondent Lending Certification Appraiser Independence The undersigned company, __________________________________________, hereby certifies that it is in full compliance with the Appraiser Independence requirements set by the Federal Housing Finance Authority, Fannie Mae, and Freddie Mac for all conventional loans. _________________________________________ also acknowledges that a violation to this guideline may result in the repurchase of any conventional loan that is subsequently determined to be out of compliance. HUD Mortgagee Letter 2009-28 The undersigned company, __________________________________________, hereby certifies that it is in full compliance with HUD Mortgagee Letter 2009-28 and other letters pertaining to appraiser independence, the selection of appraisals, and the ordering of case numbers. Mortgage Letter 2009-28 applies to all FHA loans with case numbers assigned on and after February 15, 2010. _________________________________________ also acknowledges that a violation to this guideline may result in the repurchase of any FHA loan that is subsequently determined to be out of compliance. Company Name: ______________________________________________ Officer Name: ________________________________________________ Officer Signature: _____________________________________________ Date: ___________________________ Funding Worksheet Correspondent Name: ______________________________________________ Type of Account: Corporate Funds Warehouse Line of Credit Account Name: _____________________________________________________ Address: __________________________________________________________ __________________________________________________________________ Contact Name: _________________________ Phone: ____________________ Email: _____________________________________ (purchase advices will be emailed) ABA Number: ___________________ Account #: _________________________ RESOLUTION OF BOARD OF DIRECTORS of (Name of Correspondent) RESOLVED that , the , and (Name) (Title) , the , and of this corporation, or any one or more of them or their duly elected or appointed successors in office, be and each of them is hereby authorized and empowered in the name of and on behalf of this corporation and under its corporate seal, from time to time while this resolution is in effect, to execute any and all agreements, contracts, assignments, endorsements and issuance of checks, mortgage documents, and other papers in connection with documents, and furnish any information required or deemed necessary or proper by Renasant Bank in connection with the foregoing. CERTIFICATION I HEREBY CERTIFY that the foregoing is a true and correct copy of a resolution presented to and adopted by the Board of Directors of at a meeting duly called and held at on the day of , 200_____ at which a quorum was present and voted, and that such resolution is duly recorded in the minute book of this corporation; that the officers named in said resolution have been duly elected or appointed to, and the present incumbents of, the respective offices set after their respective names. (Corporate Seal) (Secretary) Form (Rev. January 2003) W-9 Request for Taxpayer Give form to the requester. Do not Department of the Treasury Identification Number and Certification send to the IRS. Internal Revenue Service Name See Specific Instructions on page 2. Business name, if different from above Print or type Individual/ Exempt from backup Check appropriate box: Sole proprietor Corporation Partnership Other withholding Address (number, street, and apt. or suite no.) Requester’s name and address (optional) City, state, and ZIP code List account number(s) here (optional) Part I Taxpayer Identification Number (TIN) Enter your TIN in the appropriate box. For individuals, this is your social security number (SSN). Social security number However, for a resident alien, sole proprietor, or disregarded entity, see the Part I instructions on – – page 3. For other entities, it is your employer identification number (EIN). If you do not have a number, see How to get a TIN on page 3. or Note: If the account is in more than one name, see the chart on page 4 for guidelines on whose number Employer identification number to enter. – Part II Certification Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me), and 2. I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and 3. I am a U.S. person (including a U.S. resident alien). Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments other than interest and dividends, you are not required to sign the Certification, but you must provide your correct TIN. (See the instructions on page 4.) Sign Signature of Here U.S. person Date Purpose of Form Nonresident alien who becomes a resident alien. Generally, only a nonresident alien individual may use the A person who is required to file an information return with terms of a tax treaty to reduce or eliminate U.S. tax on the IRS, must obtain your correct taxpayer identification certain types of income. However, most tax treaties contain a number (TIN) to report, for example, income paid to you, real provision known as a “saving clause.” Exceptions specified estate transactions, mortgage interest you paid, acquisition in the saving clause may permit an exemption from tax to or abandonment of secured property, cancellation of debt, or continue for certain types of income even after the recipient contributions you made to an IRA. has otherwise become a U.S. resident alien for tax purposes. U.S. person. Use Form W-9 only if you are a U.S. person If you are a U.S. resident alien who is relying on an (including a resident alien), to provide your correct TIN to the exception contained in the saving clause of a tax treaty to person requesting it (the requester) and, when applicable, to: claim an exemption from U.S. tax on certain types of income, 1. Certify that the TIN you are giving is correct (or you are you must attach a statement that specifies the following five waiting for a number to be issued), items: 2. Certify that you are not subject to backup withholding, 1. The treaty country. Generally, this must be the same or treaty under which you claimed exemption from tax as a 3. Claim exemption from backup withholding if you are a nonresident alien. U.S. exempt payee. 2. The treaty article addressing the income. Note: If a requester gives you a for m other than Form W-9 3. The article number (or location) in the tax treaty that to request your TIN, you must use the requester’s form if it is contains the saving clause and its exceptions. substantially similar to this For m W-9. 4. The type and amount of income that qualifies for the Foreign person. If you are a foreign person, use the exemption from tax. appropriate Form W-8 (see Pub. 515, Withholding of Tax on 5. Sufficient facts to justify the exemption from tax under Nonresident Aliens and Foreign Entities). the terms of the treaty article. Cat. No. 10231X Form W-9 (Rev. 1-2003) Form W-9 (Rev. 1-2003) Page 2 Example. Article 20 of the U.S.-China income tax treaty Specific Instructions allows an exemption from tax for scholarship income received by a Chinese student temporarily present in the United States. Under U.S. law, this student will become a Name resident alien for tax purposes if his or her stay in the United If you are an individual, you must generally enter the name States exceeds 5 calendar years. However, paragraph 2 of shown on your social security card. However, if you have the first Protocol to the U.S.-China treaty (dated April 30, changed your last name, for instance, due to marriage 1984) allows the provisions of Article 20 to continue to apply without informing the Social Security Administration of the even after the Chinese student becomes a resident alien of name change, enter your first name, the last name shown on the United States. A Chinese student who qualifies for this your social security card, and your new last name. exception (under paragraph 2 of the first protocol) and is If the account is in joint names, list first, and then circle, relying on this exception to claim an exemption from tax on the name of the person or entity whose number you entered his or her scholarship or fellowship income would attach to in Part I of the form. Form W-9 a statement that includes the information Sole proprietor. Enter your individual name as shown on described above to support that exemption. your social security card on the “Name” line. You may enter If you are a nonresident alien or a foreign entity not your business, trade, or “doing business as (DBA)” name on subject to backup withholding, give the requester the the “Business name” line. appropriate completed Form W-8. Limited liability company (LLC). If you are a single-member What is backup withholding? Persons making certain LLC (including a foreign LLC with a domestic owner) that is payments to you must under certain conditions withhold and disregarded as an entity separate from its owner under pay to the IRS 30% of such payments (29% after December Treasury regulations section 301.7701-3, enter the owner’s 31, 2003; 28% after December 31, 2005). This is called name on the “Name” line. Enter the LLC’s name on the “backup withholding.” Payments that may be subject to “Business name” line. backup withholding include interest, dividends, broker and Other entities. Enter your business name as shown on barter exchange transactions, rents, royalties, nonemployee required Federal tax documents on the “Name” line. This pay, and certain payments from fishing boat operators. Real name should match the name shown on the charter or other estate transactions are not subject to backup withholding. legal document creating the entity. You may enter any You will not be subject to backup withholding on payments business, trade, or DBA name on the “Business name” line. you receive if you give the requester your correct TIN, make Note: You are requested to check the appropriate box for the proper certifications, and report all your taxable interest your status (individual/sole proprietor, corporation, etc. ). and dividends on your tax return. Payments you receive will be subject to backup Exempt From Backup Withholding withholding if: If you are exempt, enter your name as described above and 1. You do not furnish your TIN to the requester, or check the appropriate box for your status, then check the 2. You do not certify your TIN when required (see the Part “Exempt from backup withholding” box in the line following II instructions on page 4 for details), or the business name, sign and date the form. 3. The IRS tells the requester that you furnished an Generally, individuals (including sole proprietors) are not incorrect TIN, or exempt from backup withholding. Corporations are exempt from backup withholding for certain payments, such as 4. The IRS tells you that you are subject to backup interest and dividends. withholding because you did not report all your interest and Note: If you are exempt from backup withholding, you should dividends on your tax return (for reportable interest and still complete this form to avoid possible erroneous backup dividends only), or withholding. 5. You do not certify to the requester that you are not Exempt payees. Backup withholding is not required on any subject to backup withholding under 4 above (for reportable payments made to the following payees: interest and dividend accounts opened after 1983 only). 1. An organization exempt from tax under section 501(a), Certain payees and payments are exempt from backup any IRA, or a custodial account under section 403(b)(7) if the withholding. See the instructions below and the separate account satisfies the requirements of section 401(f)(2); Instructions for the Requester of Form W-9. 2. The United States or any of its agencies or instrumentalities; Penalties 3. A state, the District of Columbia, a possession of the Failure to furnish TIN. If you fail to furnish your correct TIN United States, or any of their political subdivisions or to a requester, you are subject to a penalty of $50 for each instrumentalities; such failure unless your failure is due to reasonable cause 4. A foreign government or any of its political subdivisions, and not to willful neglect. agencies, or instrumentalities; or Civil penalty for false information with respect to 5. An international organization or any of its agencies or withholding. If you make a false statement with no instrumentalities. reasonable basis that results in no backup withholding, you Other payees that may be exempt from backup are subject to a $500 penalty. withholding include: Criminal penalty for falsifying information. Willfully 6. A corporation; falsifying certifications or affirmations may subject you to 7. A foreign central bank of issue; criminal penalties including fines and/or imprisonment. 8. A dealer in securities or commodities required to register Misuse of TINs. If the requester discloses or uses TINs in in the United States, the District of Columbia, or a violation of Federal law, the requester may be subject to civil possession of the United States; and criminal penalties. Form W-9 (Rev. 1-2003) Page 3 9. A futures commission merchant registered with the Part I. Taxpayer Identification Commodity Futures Trading Commission; Number (TIN) 10. A real estate investment trust; Enter your TIN in the appropriate box. If you are a resident 11. An entity registered at all times during the tax year alien and you do not have and are not eligible to get an under the Investment Company Act of 1940; SSN, your TIN is your IRS individual taxpayer identification 12. A common trust fund operated by a bank under number (ITIN). Enter it in the social security number box. If section 584(a); you do not have an ITIN, see How to get a TIN below. 13. A financial institution; If you are a sole proprietor and you have an EIN, you may enter either your SSN or EIN. However, the IRS prefers that 14. A middleman known in the investment community as a you use your SSN. nominee or custodian; or If you are a single-owner LLC that is disregarded as an 15. A trust exempt from tax under section 664 or entity separate from its owner (see Limited liability described in section 4947. company (LLC) on page 2), enter your SSN (or EIN, if you The chart below shows types of payments that may be have one). If the LLC is a corporation, partnership, etc., enter exempt from backup withholding. The chart applies to the the entity’s EIN. exempt recipients listed above, 1 through 15. Note: See the chart on page 4 for further clarification of If the payment is for . . . THEN the payment is exempt name and TIN combinations. for . . . How to get a TIN. If you do not have a TIN, apply for one immediately. To apply for an SSN, get Form SS-5, Interest and dividend payments All exempt recipients except Application for a Social Security Card, from your local Social for 9 Security Administration office or get this form on-line at www.ssa.gov/online/ss5.html. You may also get this form Broker transactions Exempt recipients 1 through 13. by calling 1-800-772-1213. Use Form W-7, Application for Also, a person registered under IRS Individual Taxpayer Identification Number, to apply for an the Investment Advisers Act of ITIN, or Form SS-4, Application for Employer Identification 1940 who regularly acts as a Number, to apply for an EIN. You can get Forms W-7 and broker SS-4 from the IRS by calling 1-800-TAX-FORM Barter exchange transactions Exempt recipients 1 through 5 (1-800-829-3676) or from the IRS Web Site at www.irs.gov. and patronage dividends If you are asked to complete Form W-9 but do not have a TIN, write “Applied For” in the space for the TIN, sign and Payments over $600 required Generally, exempt recipients date the form, and give it to the requester. For interest and to be reported and direct 1 through 7 2 dividend payments, and certain payments made with respect sales over $5,000 1 to readily tradable instruments, generally you will have 60 1 days to get a TIN and give it to the requester before you are See Form 1099-MISC, Miscellaneous Income, and its instructions. 2 subject to backup withholding on payments. The 60-day rule However, the following payments made to a corporation (including gross does not apply to other types of payments. You will be proceeds paid to an attorney under section 6045(f), even if the attorney is a corporation) and reportable on Form 1099-MISC are not exempt from backup subject to backup withholding on all such payments until you withholding: medical and health care payments, attorneys’ fees; and payments provide your TIN to the requester. for services paid by a Federal executive agency. Note: Writing “Applied For” means that you have already applied for a TIN or that you intend to apply for one soon. Caution: A disregarded domestic entity that has a foreign owner must use the appropriate Form W-8. Form W-9 (Rev. 1-2003) Page 4 Part II. Certification What Name and Number To Give the To establish to the withholding agent that you are a U.S. Requester person, or resident alien, sign Form W-9. You may be For this type of account: Give name and SSN of: requested to sign by the withholding agent even if items 1, 3, and 5 below indicate otherwise. 1. Individual The individual For a joint account, only the person whose TIN is shown in 2. Two or more individuals (joint The actual owner of the account Part I should sign (when required). Exempt recipients, see account) or, if combined funds, the first Exempt from backup withholding on page 2. individual on the account 1 Signature requirements. Complete the certification as 3. Custodian account of a minor The minor 2 indicated in 1 through 5 below. (Uniform Gift to Minors Act) 1 4. a. The usual revocable The grantor-trustee 1. Interest, dividend, and barter exchange accounts savings trust (grantor is opened before 1984 and broker accounts considered also trustee) active during 1983. You must give your correct TIN, but you b. So-called trust account The actual owner 1 do not have to sign the certification. that is not a legal or valid 2. Interest, dividend, broker, and barter exchange trust under state law accounts opened after 1983 and broker accounts 5. Sole proprietorship or The owner 3 considered inactive during 1983. You must sign the single-owner LLC certification or backup withholding will apply. If you are For this type of account: Give name and EIN of: subject to backup withholding and you are merely providing 3 your correct TIN to the requester, you must cross out item 2 6. Sole proprietorship or The owner in the certification before signing the form. single-owner LLC 4 3. Real estate transactions. You must sign the 7. A valid trust, estate, or Legal entity certification. You may cross out item 2 of the certification. pension trust 4. Other payments. You must give your correct TIN, but 8. Corporate or LLC electing The corporation you do not have to sign the certification unless you have corporate status on Form been notified that you have previously given an incorrect TIN. 8832 “Other payments” include payments made in the course of the requester’s trade or business for rents, royalties, goods 9. Association, club, religious, The organization (other than bills for merchandise), medical and health care charitable, educational, or services (including payments to corporations), payments to a other tax-exempt organization nonemployee for services, payments to certain fishing boat 10. Partnership or multi-member The partnership crew members and fishermen, and gross proceeds paid to LLC attorneys (including payments to corporations). 5. Mortgage interest paid by you, acquisition or 11. A broker or registered The broker or nominee abandonment of secured property, cancellation of debt, nominee qualified tuition program payments (under section 529), 12. Account with the Department The public entity IRA or Archer MSA contributions or distributions, and of Agriculture in the name of pension distributions. You must give your correct TIN, but a public entity (such as a you do not have to sign the certification. state or local government, school district, or prison) that receives agricultural program payments 1 List first and circle the name of the person whose number you furnish. If only one person on a joint account has an SSN, that person’s number must be furnished. 2 Circle the minor’s name and furnish the minor’s SSN. 3 You must show your individual name, but you may also enter your business or “DBA” name. You may use either your SSN or EIN (if you have one). 4 List first and circle the name of the legal trust, estate, or pension trust. (Do not furnish the TIN of the personal representative or trustee unless the legal entity itself is not designated in the account title.) Note: If no name is circled when more than one name is listed, the number will be considered to be that of the first name listed. Privacy Act Notice Section 6109 of the Internal Revenue Code requires you to provide your correct TIN to persons who must file information returns with the IRS to report interest, dividends, and certain other income paid to you, mortgage interest you paid, the acquisition or abandonment of secured property, cancellation of debt, or contributions you made to an IRA or Archer MSA. The IRS uses the numbers for identification purposes and to help verify the accuracy of your tax return. The IRS may also provide this information to the Department of Justice for civil and criminal litigation, and to cities, states, and the District of Columbia to carry out their tax laws. We may also disclose this information to other countries under a tax treaty, or to Federal and state agencies to enforce Federal nontax criminal laws and to combat terrorism. You must provide your TIN whether or not you are required to file a tax return. Payers must generally withhold 30% of taxable interest, dividend, and certain other payments to a payee who does not give a TIN to a payer. Certain penalties may also apply.