Checklist for New Service Company Applications

Transcription

1 Checklist for New Service Company Applications Thank you for your interest in becoming an exclusive Shore Premier Finance authorized service company finance partner. To properly process your request, please review this checklist to make sure all the required documents are completed and signed. Service Company Application: completed and signed, with trade reference Telephone number/fax number/website address and your Federal Tax I.D. number. Application must contain Legal Business name. Providing DBA only is not acceptable. Contact Sheet. Please list all internal contact personnel, position, address, telephone and fax numbers. Executed Shore Premier Finance Broker Agreement. Resolutions Corporate LLC Partnership ACH Authorization Agreement, including voided check. Must provide: Bank name and address, Name of account holder, Acct#, Branch #, ABA/Routing #, International Bank # (if applicable), Account format, Swift number/message and contact name and phone numbers. Last 2 years audited financial statement for Company (and parent company, if applicable) Copy of state incorporation / DBA papers. (e.g., articles of incorporation) Copy of license to do business. (e.g., sales tax) Other: Other: Internal Use Only: World Check (Company and principals) OFAC Check (Company and principals) Satisfactory D&B Report Internal Use only: Approved by: Herve Bonnet: SHORE PREMIER FINANCE 6958 AVIATION BLVD, SUITE A1 GLEN BURNIE, MD Stacy Dial:

2 Business Information: Business Name: Federal Tax ID#: Phone: Fax: Address: City: State: Zip: Previous Address: Type of Business: Years in Business: Date Established: Entity Type (please select one): Sole Proprietorship address: Partnership Corporation Other: Website: For How Many Years: Owner/Principal Information: Name: % Ownership Title: Social Security #: Address: City: State: Zip: Name: % Ownership Title: Social Security #: Address: City: State: Zip: Name: % Ownership Title: Social Security #: Address: City: State: Zip: Banking/Credit Information: Bank of Deposit: Retail Lending Sources: Name: Retail Lending Sources: Name: Address: Location: Address: Sales Information: Annual Sales (# and $ originations): Origination Mix (% of New/Used): Average Loan Size ($): Sales Territory: Mfgr. Financing Relationships: Origination Mix: (% of Marine/RV/Aircraft/Other) Number of Offices: Warranty/Insurance Company(s): The Applicant(s) authorize the Bank to make whatever credit inquires deemed necessary in connection with the application and authorizes and instructs any person or consumer reporting agency to complete and furnish the Bank any information in response to such credit inquires. The undersigned does hereby understand and accept full responsibility for the sales personnel. Furthermore, the undersigned certifies that ethical and proper selling practices will be followed and that attention will be given to all complaints involving materials, workmanship, or sales representatives. All statements contained in the application are true and correct to the best of the principal s knowledge. Owner/Principal Signature: Owner/Principal Signature:

3 SHORE PREMIER FINANCE, A DIVISION OF SHORE BANK, MARINE LOAN BROKER AGREEMENT FOR MARINE LOANS This Marine Loan Broker Agreement (this Agreement ) dated is made by and between Shore Premier Finance, a division of Shore Bank- (hereinafter, Shore Premier Finance ), with its principal place of business located at 6958 Aviation Blvd, Suite A1, Glen Burnie, Maryland and, located at (hereinafter referred to as Broker ). WHEREAS, Broker originates, processes, underwrites, and closes secured loans arising out of the purchase or refinancing of Marine Products (as defined herein); WHEREAS, Broker intends to offer Applications for secured loans arising out of such purchases or refinances, which Shore Premier Finance may agree to accept, underwrite, approve, close, and fund; WHEREAS, Shore Premier Finance and Broker wish to agree to the terms under which Broker will, from time to time, submit Applications for Loans to Shore Premier Finance for approval and funding by Shore Premier Finance; NOW, THEREFORE, in consideration of the mutual promises set forth in this Agreement, Shore Premier Finance and Broker agree as follows: 1. DEFINITIONS: As used in this Agreement, the following terms have the following meanings: 1.1. Application means a request for a loan or other extension of credit Applicant means each individual or entity that signs an Application or authorizes the submission of an Application Associate means an affiliated broker or agent who assisted Broker in soliciting an Application for a Loan approved and funded by Shore Premier Finance or in providing other services related to Broker s obligations under this Agreement. 1

4 1.4. Borrower means each individual or entity, jointly and severally, that is obligated to repay a Loan Collateral means one or more Marine Product pledged or intended to be pledged as security for a Borrower s obligations under a promissory note, security agreement, retail installment contract, or other document or instrument evidencing a Loan Legal Requirements means the requirements of (a) this Agreement, (b) Broker s organizational documents, (c) all federal, state, and local laws, regulations, rules, and requirements applicable to Broker or to Broker s business or to the loan-related activities performed by Broker Lending Guidelines means all policies, procedures, and requirements established and amended from time to time by Shore Premier Finance in its sole discretion and relating to, among other things, eligibility criteria and submission procedures for Applications, underwriting criteria, and approval and funding of Loans Loan means a loan to finance or refinance the purchase of a Marine Product Marine Product means any new or used recreational marine vessel, any documented marine vessel, any marine vessel eligible for documentation, and/or a marine engine and/or marine trailer, together with any and all accessories and additions built by and sold by a manufacturer for use with a recreational marine vessel. 2. SUBMISSION OF APPLICATIONS AND APPROVAL PROCESS 2.1. Broker may submit Applications to Shore Premier Finance, and Shore Premier Finance may, in its sole discretion, underwrite, and approve such Applications for funding. Nothing in this Agreement shall be construed as obligating Broker to submit a certain number of Applications to Shore Premier Finance, or as obligating Shore Premier Finance to approve any Application or to fund any Loan At Shore Premier Finance s discretion, the Lending Guidelines are subject to change from time to time. Broker will submit any signed Application to Shore Premier Finance and will prepare and deliver to each Applicant all disclosures, notices or documents in accordance with the Lending Guidelines and the Legal Requirements. Broker will maintain regular contact with the Applicant throughout the Application process and will accurately explain Shore Premier Finance s loan programs to prospective Applicants Shore Premier Finance will have sole discretion in approving or rejecting each Application submitted. Each Application shall be signed by the Applicant and shall authorize Shore Premier Finance to perform a credit search and obtain additional credit report(s) and other pertinent information regarding the Applicant. Shore Premier Finance reserves the right to reject any Application. Broker agrees and acknowledges that Broker does not have the right, power or authority, express or implied, to approve any Application on behalf of Shore Premier Finance, or to issue to any Applicant any 2

5 commitment to lend funds or otherwise extend credit on behalf of Shore Premier Finance. If Shore Premier Finance approves an Application, the terms of such approval and any conditions that must be satisfied in order for Shore Premier Finance to fund the Loan will be communicated to Broker. Unless the conditions that Shore Premier Finance has specified as necessary to close and fund the Loan have been satisfied on or before the expiration date set by Shore Premier Finance, or unless such conditions have been waived, in writing, by Shore Premier Finance, the obligation of Shore Premier Finance to close and fund the Loan will expire automatically on the expiration date, and Shore Premier Finance will have no obligation or liability as to such Loan Shore Premier Finance will collect all payments on Loans originated and closed under this Agreement. If Broker receives any payment(s) on any such Loan, each such payment will be held by Broker in trust, and immediately paid or delivered to Shore Premier Finance in the form received, together with any necessary endorsements Broker shall be responsible for the closing of an approved Loan. Closing a Loan shall include preparation of all loan documents on forms provided by Shore Premier Finance, conducting all necessary due diligence to insure Shore Premier Finance has a first lien on the Collateral, insuring all required disclosures are given to Borrower in a timely manner, insuring that all Loan documents are properly executed in accordance with the Lending Guidelines and the Legal Requirements, taking all steps necessary to perfect Shore Premier Finance s first security lien and interest in the Collateral and complying with all terms of the Lending Guidelines, and taking any such other action as Shore Premier Finance may require At Shore Premier Finance s request, Broker will make reasonable efforts to assist Shore Premier Finance in collecting a Loan that is in default and is based on an Application submitted by Broker or in repossessing the Collateral with regard to that Loan without breach of the peace. 3. BROKER S REPRESENTATIONS AND WARRANTIES 3.1. Representations and Warranties Regarding Broker. Broker represents, and warrants, to Shore Premier Finance and its successors and assigns that: (a) Broker has all requisite power and authority to execute and enter into this Agreement and to perform its obligations under the Agreement. The execution and delivery of this Agreement and all documents, instruments, and agreements required to be executed by Broker pursuant to the Agreement, and the consummation of the transactions contemplated by this Agreement, have been duly and validly authorized by all necessary action of Broker. This Agreement constitutes a valid, legal and binding Agreement of Broker enforceable by Shore Premier Finance in accordance with its terms subject to bankruptcy, insolvency, reorganization, receivership, or other laws affecting rights of creditors generally, and general equity principles. Upon Shore Premier Finance s request, Broker will provide to Shore Premier Finance certified copies of all authorizing resolutions. 3

6 (b) Broker is duly organized, validly existing and in good standing under the laws of the jurisdiction where it is organized. Broker has obtained all licenses and made all filings and registrations required by all local, state and federal regulatory authorities having jurisdiction that are required for Broker to perform all services, agreements and obligations in connection with this Agreement. Broker will, during the term of this Agreement, maintain all necessary qualifications, licenses, filings, and registrations, will submit copies of any such qualifications, licenses, filings, and registrations to Shore Premier Finance upon request, and will immediately notify Shore Premier Finance if any such qualification, license or registration is not timely renewed or is suspended or canceled for any reason. (c) Broker will fully comply with all applicable laws, ordinances, regulations, and the Legal Requirements. (d) The execution and delivery of this Agreement by Broker, and the performance of its obligations under this Agreement, do not, and will not with notice or passage of time or both, violate any provision of any Legal Requirement, or any contract, mortgage or other security instrument, or judgment applicable to Broker. (e) There are not, to Broker s knowledge, any actions, suits or proceedings pending or threatened against or affecting Broker, or the properties of Broker, before any court or governmental department, agency or instrumentality, domestic or foreign, which if determined adversely to Broker, would have a material adverse effect on the financial condition, properties or operations of Broker, or on Broker s ability to perform its obligations under this Agreement. (f) Broker will not represent in any manner to any Applicant, Borrower, or any other person that Broker is the agent, representative, partner, or co-venturer of Shore Premier Finance, or has the authority to issue commitments for Loans on behalf of Shore Premier Finance or to bind or commit Shore Premier Finance to any other contract or transaction. (g) Any Associate used by Broker is duly licensed and qualified for the services it performs in connection with any Application or any Loan Representations and Warranties Regarding Applications and Loans. Broker represents and warrants to Shore Premier Finance and its successors and assigns with respect to each Application submitted to Shore Premier Finance and each Loan funded by Shore Premier Finance that: (a) To the best of Broker s knowledge, all material information contained in or furnished to Shore Premier Finance in connection with the Application is true and correct and Broker has the full authority and right to submit the Application to Shore Premier Finance. 4

7 (b) All signatures on each Application, note, mortgage, security agreement, security instrument, and other document related to the Application or the Loan are genuine and authorized. (c) Broker has examined documents to satisfy Shore Premier Finance s obligations under the Bank Secrecy Act, the USA Patriot Act and the implementing regulations, as amended from time to time and has provided Shore Premier Finance with a record of such documents examined and the information they contain for each Applicant. Each Applicant and/or Borrower is who it/he/she purports to be. (d) With respect to each Application for a Loan, all Applicants who are citizens of the United States, shall comply with the Ship Mortgage Act, 46 U.S.C , et seq. (e) Broker has not taken any action to modify any Application or other related document in any respect, except pursuant to a writing included in the related Application package and communicated in writing to Shore Premier Finance. (f) At the time of closing a Loan, Broker has taken all necessary action to perfect Shore Premier Finance s security interest in the Collateral for the Loan and to ensure that Shore Premier Finance has a valid and enforceable first lien on the Collateral. (g) To the best of Broker s knowledge, there is no condition, which could adversely affect the value of the Collateral for the Loan, except as previously disclosed to Shore Premier Finance in writing. (h) Broker has satisfactorily fulfilled all obligations on its part to be fulfilled in connection with the Loan in a timely manner and has done nothing to impair the rights of Shore Premier Finance in the Loan or the payments under the Loan. (i) To the best of Broker s knowledge at the time of closing a Loan, no default, breach, violation or event permitting acceleration of the Loan exists. (j) To the best of Broker s knowledge, all copies of documents in connection with the Application or the Loan sent to Shore Premier Finance by Broker via electronic transmission are true, correct and complete copies of the originals of such documents. (k) All documents in connection with the Application and the Loan submitted to Shore Premier Finance by Broker meet the requirements and specifications of the Lending Guidelines or any conditions specified as necessary to close and fund the Loan. 5

8 (l) To the best of Broker s knowledge, the Loan has been originated without any fraud or misrepresentation. (m) If required by Shore Premier Finance, the Collateral has been surveyed and appraised by an independent qualified surveyor. To the best of Broker s knowledge, information and belief, the surveyor has no interest, financial or otherwise, in the Collateral or Loan and did not receive any compensation solely as a result of the approval or funding of the Loan. (n) To the best of Broker s knowledge, information and belief, any down payment paid by a Borrower to a seller of a Marine Product or other Collateral, if applicable, is exactly as stated in the purchase agreement between the Borrower and the seller, and neither the seller nor anyone else lent Borrower any portion of the down payment. (o) To the best of Broker s knowledge, information and belief, any trade-in allowance has been properly credited to Borrower s down payment, the value of the trade-in allowance is reasonable and fair, and any loans on a trade-in have been satisfied. (p) The Collateral of a Loan is insured by an insurance policy naming Shore Premier Finance as a loss payee and providing coverage as required by the Lending Guidelines or as may be otherwise required by Shore Premier Finance. (q) The security interest in the Collateral is a valid and perfected first lien in favor of Shore Premier Finance, and Broker will provide Shore Premier Finance with satisfactory proof of such security interest promptly after closing a Loan: (i) To the extent the Collateral consists of Marine Product that cannot be documented with the United States Coast Guard, Broker has filed a financing statement or appropriate lien entry form with the appropriate state or appropriate agency within specific foreign countries. A certificate of title showing a first lien in favor of Shore Premier Finance will be promptly delivered to Shore Premier Finance or, in the event the Collateral does not have a certificate of title, proof indicating that Broker has perfected the security interest granted to it as required by applicable law, clearly identifying Shore Premier Finance as secured party. (ii) To the extent the Collateral consists of a Marine Product which can be documented with the United States Coast Guard, Broker has obtained and promptly delivered to a marine documentation service acceptable to Shore Premier Finance, all required instruments and documents to document the Marine Product with the United States Coast Guard and delivered evidence of the filing in the appropriate office of a preferred ship mortgage showing Shore Premier Finance as first mortgagee and showing the Borrower s home port in the United States. 6

9 3.3. Continuing Nature of Representations and Warranties. The representations made by Broker in this Agreement shall be deemed to be made on and as of the date of this Agreement and also to be made anew and reaffirmed on the date each Application is submitted to Shore Premier Finance by Broker and on each day thereafter to and including the date of funding of any resulting Loan by Shore Premier Finance. All representations and warranties of Broker shall survive the termination of this Agreement for any reason and the obligations of Broker under this Agreement with respect to all Applications or Loans submitted and Loans in process at the time of termination of this Agreement shall also survive such termination for any reason. 4. FULL DISCLOSURE 4.1. Broker agrees to make prompt and full disclosure to Shore Premier Finance of all information which Broker knows or learns that may affect the validity, collectability, security and/or enforceability of any Loan, including, without limitation, information relating to any proceedings, litigation or governmental action threatened, anticipated, or pending, respecting or relating to: (a) Any Applicant or Borrower, the Loan, or any Collateral; (b) Any Applicant or Borrower s creditworthiness; (c) The value or condition of any Collateral for the Loan; (d) Any alteration, deterioration, waste, destruction, or other damage to any proposed Collateral for the Loan which may affect its value or condition or may otherwise affect or impair any security to be granted to Shore Premier Finance upon closing and funding the Loan; and (e) Any appraisal or survey covering any proposed Collateral which determines a market value lower than that previously disclosed to Shore Premier Finance or which discloses any other fact or information material to the Collateral or to the proposed security interest During the Application process, Broker agrees to fully disclose in writing to Shore Premier Finance if the proceeds of any Loan will be paid, in whole or in part, to a Borrower who is: (a) Is a member of the Broker s immediate family; (b) Is related by common ownership or control to Broker; or (c) Shares its profits or losses with Broker. 7

10 Additionally, Broker will disclose to Shore Premier Finance if Broker has an ownership interest in any of the property purchased with any of the proceeds of a Loan. The term Broker as used in this subsection includes Broker s affiliates, partners, members, directors, officers, employees and agents. 5. SHORE PREMIER FINANCE S RIGHTS AND RESPONSIBILITIES 5.1. Application Approval and Rejection. Shore Premier Finance, in its sole and absolute discretion, may elect to accept or reject any Application submitted to it under this Agreement. All approvals will be in written form established by Shore Premier Finance. If Shore Premier Finance rejects an Application, Shore Premier Finance will prepare and send to the Applicant any required adverse action notification in compliance with applicable laws, including the Equal Credit Opportunity Act and the Fair Credit Reporting Act. In no event will Shore Premier Finance be deemed to have approved any Application or Applicant until Broker has received written notice thereof from Shore Premier Finance Loan Documents. Shore Premier Finance will provide to Broker such forms of promissory note, mortgage, security instrument, retail installment contracts and other documents or disclosures as Shore Premier Finance may designate for use with respect to the particular type or term of Loan to be brokered. Additionally, Shore Premier Finance may from time to time consider and, in its discretion, approve, comparable forms of note, security instrument, retail installment contracts or other documents as may be submitted by Broker to Shore Premier Finance, and any such form of document that has been approved in writing by Shore Premier Finance for Broker s use on a Loan may be used for the particular purpose for which it was approved Quality Control Audits. Shore Premier Finance may, but is not obligated to, conduct quality control audits to verify or confirm the accuracy of the information submitted to it, whether by Broker or any Applicant Rates and Fees. All interest rates, fees and yield requirements quoted by Shore Premier Finance will be in a form and by a method established by Shore Premier Finance from time to time. No exceptions to the stated product descriptions will be binding upon Shore Premier Finance unless they are agreed to in writing. Shore Premier Finance may increase or decrease its interest rates, fees and yield requirements at any time, in its sole discretion. However, unless otherwise provided in the approval, no such increase shall affect Loans that have been approved by Shore Premier Finance prior to the effective date of such increase, in which case the rates and fees as in effect at the time of Shore Premier Finance s approval shall continue to apply until expiration of the commitment Broker s Compensation. By the fifth business day of the following month after Shore Premier Finance funds a Loan submitted by Broker, Shore Premier Finance will pay to Broker the agreed upon fee set forth in a writing signed by Shore Premier Finance. If a Loan is paid in full due to the sale of the boat within the first twelve (12) months after funding by Shore Premier Finance, Broker shall repay Shore Premier Finance the entire 8

11 fee it received from Shore Premier Finance for such Loan. If a Loan is paid in full due to the refinance of the boat by any Lender within the first twenty-four (24) months after funding by Shore Premier Finance, Broker shall repay Shore Premier Finance the entire fee it received from Shore Premier Finance for such Loan. Broker will also repay Shore Premier Finance the entire fee on any Loan where an event of default on such Loan occurs within the first twelve (12) months after such funding or within the time that the first twelve (12) payments are due under the Loan. Broker s obligations to make such repayment shall survive the termination of this Agreement. 6. INDEMNIFICATION OBLIGATIONS Broker agrees to indemnify and hold harmless Shore Premier Finance, and its affiliates, officers, directors, shareholders, employees and agents (the Shore Premier Finance Parties ), from any and all loss, injury, cost, damage, expense, penalty and/or liability to any and all persons, including, but not limited to, any Borrower, or regulatory agencies resulting from or relating in any way to, or claimed by such person or agency to have resulted from or relate in any way to, any breach of Broker s covenants, representations or warranties under this Agreement, or otherwise arising from or relating to any acts or omissions, whether willful, negligent or otherwise, of Broker or any Associate. Such indemnification shall include, but not be limited to, interest, attorneys fees, appraisers costs, investigators fees, experts fees and such other costs and disbursements as may be incurred by any of the Shore Premier Finance Parties in connection with matters subject to indemnification by Broker, as well as any damages, penalties or fines, whether civil, administrative, criminal or otherwise, however assessed. Broker s obligations under this Section 6 are continuing and will survive the termination of this Agreement. Broker agrees that all loans already funded by Shore Premier Finance or its affiliates prior to the execution of this Agreement are applicable to the terms and conditions stated in this Agreement, including, but not limited to, the chargeback provision stated herein above in Section FUNDING, REPURCHASE OBLIGATION AND SET-OFF 7.1. Funding. If, after approving an Application, Shore Premier Finance discovers that any of Broker s representations, warranties or covenants is false or has been breached and that, in Shore Premier Finance s sole discretion, such falsity or breach adversely affects the value of the Application or the Loan, Shore Premier Finance shall have no duty to fund. Shore Premier Finance will endorse and assign without recourse, representation or warranty whatsoever, the promissory note for the Loan and the mortgage or other security instrument to Broker Repurchase. If, following Shore Premier Finance s funding of a Loan, it is discovered that any representation, warranty or covenant made by Broker in connection with such Application is false or has been breached and Shore Premier Finance determines, in its sole discretion, that the value of the Loan is materially or adversely affected thereby, Broker shall, at Shore Premier Finance s request, immediately 9

12 repurchase such Loan from Shore Premier Finance. The repurchase price shall be equal to the then outstanding principal balance of such Loan plus accrued and unpaid interest and late charges, if any, from the Loan funding date to and including the date of Broker s repurchase, plus any attorneys fees, legal expenses, court costs, servicing fees, the Broker s fee and other expenses incurred by Shore Premier Finance in connection with such Loan. Upon receipt of such repurchase price, Shore Premier Finance will endorse and assign without recourse, representation or warranty whatsoever, or shall cause the holder thereof to so endorse and assign, the promissory note for the Loan and the mortgage or other security instrument to Broker. The obligation of Broker to repurchase a Loan is in addition to Broker s obligation to indemnify and hold Shore Premier Finance harmless as provided in Section 6. Broker s obligations under this Section 7 are continuing and will survive the termination of this Agreement for any reason Setoff. Shore Premier Finance may deduct or setoff any and all amounts owed by Broker to Shore Premier Finance from or against any amounts payable by Shore Premier Finance to Broker. This right of set-off is a non-exclusive remedy and may be exercised without prior demand or notice to the fullest extent permitted by applicable law. 8. CONFIDENTIALITY 8.1. Broker agrees and agrees to cause its Associates, employees, agents, and contractors to agree: (a) not to use for any purpose except its performance under this Agreement, and not to disclose to any person or entity other than (solely on a need to know basis) its auditors, attorneys and governmental or regulatory authorities exercising supervision over it (unless compelled to do so by a validly issued subpoena or other judicial or administrative order, and then only with prior written notice to Shore Premier Finance): (i) any information relating to Shore Premier Finance which it may acquire during the term of this Agreement except as expressly provided in this Agreement or as otherwise expressly authorized by Shore Premier Finance, or (ii) Any Nonpublic Personal Information regarding any Applicant or potential Applicant or any Shore Premier Finance Customer; and (b) To implement and maintain appropriate information security policies and procedures reasonably designed to satisfy the requirements of Section 501(b) of Public Law No and Section 216 of Public Law No , their implementing regulations and guidance; (c) To notify Shore Premier Finance promptly of any information security breaches or attempted breaches and cooperate with any investigation into the same; and 10

13 (d) To allow Shore Premier Finance to monitor its compliance with this Section 8.1. Broker further agrees to abide by Shore Premier Finance s privacy policies and procedures regarding customer information as communicated by Shore Premier Finance to Broker from time to time Broker shall not engage in any form of advertising utilizing either the name of Shore Premier Finance or any subsidiaries or affiliates of Shore Premier Finance or any of the product names, symbols or trademarks or any of Shore Premier Finance s loan programs, unless specifically licensed to do so in writing by Shore Premier Finance. 9. TERM AND TERMINATION 9.1. Termination without Cause. This Agreement is a continuing agreement and will be in effect until terminated upon at least 10 days prior written notice by Shore Premier Finance or Broker to the other stating that the party giving notice elects to terminate this Agreement. Approvals given by Shore Premier Finance in writing prior to termination date will be honored, subject to the terms of the approvals and the Lending Guidelines in effect at time of the approval Termination with Cause. Notwithstanding the provisions of Section 9.1, this Agreement and Shore Premier Finance s obligations hereunder may be terminated immediately by Shore Premier Finance without notice to Broker upon the occurrence of any of the following: (a) if Broker 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; (b) if Broker breaches this Agreement in a manner that Shore Premier Finance determines, in its sole discretion, is material; (c) if Broker becomes the subject of a proceeding under any chapter of the federal Bankruptcy Code or becomes insolvent as such term is defined under any federal or state bankruptcy or insolvency laws; (d) if any representation made to Shore Premier Finance by Broker herein is or becomes false, inaccurate or incomplete or any warranty made herein is breached; or (e) if the volume or type of complaints by Applicants, prospective Applicants or Borrowers regarding Broker becomes unacceptable to Shore Premier Finance in its sole discretion Survival. In addition, the following sections of this Agreement will survive any termination of this Agreement: Sections 1, 3, 4, 5, 6, 7, 8, 9, and MISCELLANEOUS This Agreement, including the Lending Guidelines incorporated herein, represents the final agreement between the parties and supersedes all prior contracts, discussions, agreements and arrangements by and between the parties with respect to the subject matter of this Agreement. This Agreement cannot be assigned or otherwise transferred, in whole or in part, by operation of law or otherwise, by Broker without the express prior written consent of Shore Premier Finance. Broker agrees and acknowledges that Broker s 11

14 obligations under this Agreement are not delegable and that Broker is and will remain fully responsible to Shore Premier Finance for failure to perform any representation, warranty, covenant, or obligation of Broker under this Agreement, whether or not Broker has utilized an Associate to perform any of those obligations This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland and any applicable federal laws. Each of the parties irrevocably submits to personal jurisdiction in the state court located in Baltimore City, Maryland or the United States District Court for the District of Maryland, Northern Division, over any action, suit, or proceeding to enforce or defend any right under this Agreement or otherwise arising from any transaction existing in connection with this Agreement. EACH PARTY EXPRESSLY WAIVES ITS RIGHT TO A TRIAL BY JURY This Agreement is binding upon and shall inure to the benefit of the parties and their respective successors and assigns, subject to the above limitation on Broker s right to transfer or assign this Agreement. There are no third-party beneficiaries of the Agreement, which are intended third-party beneficiaries of Section 6 of this Agreement and may enforce this Agreement as if they were parties hereto Any and all notices or other communications required or permitted by this Agreement or by law to be served on or given to either party hereto by the other party shall be in writing and shall be deemed duly served or given to the other party when transmitted by facsimile or electronically with confirmation of delivery, when delivered by a nationally recognized overnight delivery service or two days after being deposited in the United States Mail, first-class postage prepaid, certified mail, return receipt requested, addressed as shown on page one of this Agreement (or to such other address as either party may hereafter designate in writing) This Agreement may be amended only by a writing executed by the parties. This Agreement may be executed in any number of counterparts, each of which will be deemed an original, but all of which together will constitute one and the same agreement If any provision of this Agreement is determined 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 provision No waiver by Shore Premier Finance of any default with respect to any provision, condition or requirement hereof will be deemed to be a waiver of any other provision, condition or requirement hereof and no waiver of a default or delay or omission of Shore Premier Finance to exercise any right hereunder will impair the exercise of any such right accruing to it thereafter The headings in this Agreement are solely for convenience of reference and are to be given no effect in the construction or interpretation of this Agreement. Unless the context clearly requires otherwise, the use of the terms including, included, such as 12

15 and terms of similar meaning, are not to be construed to imply the exclusion of any other particular elements. SHORE PREMIER FINANCE, A DIVISION OF SHORE BANK. BROKER: By: Name: Title: By: Name: Title: 13

16 ELECTRONIC FUNDING FORM (ACH) Service Company Name: Taxpayer ID: Service Company Phone & Fax Number: Purpose of ACH Agreement: Authorization of Shore Premier Finance to initiate automated clearing house credit/debit entries to your primary checking account for contract funding and reserve/fee payment. You hereby specify the account indicated below at the depository bank named below for such purposes. Depository Bank Name: Depository Bank Address: City: State: Zip: Phone Number: Contact Person: Exact Name on Depository Account: Account Number: Routing Number: Authorized Service Company Principal (Print Name): Authorized Service Company Principal (Signature): Primary Service Company Contact: Name: Phone: Date: ***Please Attach Voided Check For Verification Of Depository Information***