MBL 1400 Participation Loans Effective: July 3, 2013 Departments Impacted List areas of the Credit Union (departments/branches) affected by the procedure. Introduction The Introduction section contains a summary of the procedure and any policy information. The actual steps for the procedure are not included in this section. Procedure Note: As of August 2011, the Purchase of In-Participation Loans has been suspended. The sale of Out- Participation Loan Interests is still permitted. 1400.00 GENERAL CONCEPT Loans in which North Island participates with another credit union, either by selling a share in our loan or by purchasing a share in another credit union's loan, must be handled in strict compliance with the following procedures. These procedures are based both on the obvious requirements of prudent credit handling and compliance with our internal loan policy and guidelines issued by the National Credit Union Association ( NCUA ). For both participation interests sold and purchased, North Island will carefully negotiate a Participation Agreement, which will be used as a template for guidance on maintaining a professional relationship with lending partners. Careful adherence to fiduciary responsibilities will be maintained when North Island is the lead lender and enforced when North Island is the participant. 1400.01 OUT PARTICIPATIONS The credit union will always retain at least 10% of any loan participated. The credit union will perform a due diligence review of the participating credit union to determine that the participant has the financial capacity to uphold its obligations under the participation agreement. The credit union will also encourage all participants to perform due diligence on North Island. To facilitate their research the credit union will maintain a website with current information on policies, relevant procedures; risk monitoring and resumes on key North Island staff members. The credit union will adhere to the required contractual and fiduciary responsibilities in regards to participation lending. North Island, as Lead Lender, (the seller or institution Page 1 of 7
responsible for initiating the participation agreement with other institutions) will obtain all required documentation as stipulated by NCUA and the credit union s credit and underwriting guidelines. North Island, as Lead Lender, will provide its underwriting standards as well as copies of information as required by the NCUA regulations, to each participating institution. As Lead Lender, the credit union will keep the participating institutions informed on a timely basis of legal/business issues related to the borrower and comply with the technical and contractual requirements of the agreements, including the following: 1. The initial underwriting package will include a complete duplication of all of the relevant information that was used to underwrite and/or document the loan. 2. If not included with the initial package, prior to funding, the Lead will provide the participant with a copy of a current Appraisal, including a copy of the Appraisal Review and updated Preliminary Title Report. 3. Concurrent with funding, the participant will receive an original Master Participation Agreement and Participation Certificate, drawn in duplicate with Lead and Participant each retaining originals. 4. Copies of the Promissory Note and all of the supporting loan documents, such as Trust Deeds, Security Agreements, Business Loan Agreements, Corporate Resolutions, Continuing Guarantees, etc. will be provided as timely as possible. 5. For sales of existing portfolio loans, all of the information detailed above must also be furnished plus the following: a. Accrual status. b. Status of principal and interest payments. Post funding and for the life of the loan, the Lead Lender will keep the Participant fully informed, to the extent feasible, regarding any developments with loan, borrower, collateral and general local market conditions that may or may not affect the credit quality of the loan. Information will include any factual information learned which would have a bearing on the continuing creditworthiness of the borrower. The following are examples of data that will be provided: 1. Copies of annual reviews along with copies of supporting materials. 2. Payment Advice statements (see Out Participation Loan Payment section 1400.02 for details. 3. A consolidated report showing month end balances for all of the participant s loans will be sent at month end. 4. Impairment recommendation for loans graded 4 or higher (see Loan Grades MBL 0100). North Island will share their calculation, which was used to determine impairment for allocating a Loan Loss Reserve. Page 2 of 7
5. Copies of conversation logs, correspondence with the borrower and other supporting materials on loans graded 4 or higher and on other loans were the credit union has determined that enhanced monitoring is required. 6. Inquires and requests from participants will be prioritized to receive prompt attention. 1400.02 OUT PARTICIPATION LOAN PAYMENTS Upon receipt, payments from members will be posted to the borrower s loan within the host system; unless specifically defined otherwise in the loan contract, funds will be applied first to accrued interest, principal due and then to fees. The credit union will forward to the participant(s) their pro rata share of principal and interest. As a general rule the credit union will retain all late fees. If any such payment is received by the credit union before 4:00 PM, Pacific Standard Time, on any business day, the credit union will pay the Participant the following business day. If any such payment is received by the credit union after 4:00 PM, Pacific Standard Time, or processed by a branch office of the credit union, the credit union shall pay Participant within two business days. Any amount due to Participant that is not paid as provided in this paragraph will accrue interest at the Federal Funds Rate for each day it is held by the credit union. A Custodial Account (North Island Business Checking Account) will be opened for each participant. As payments are posted within the system, the host will allocate, according to percentage of ownership interest, funds into the Custodial Account(s). Concurrently the host will generate reports that detail the amounts posted to interest, principal and servicing fees. The following business day after posting the borrower s payment to the loan, the custodial account is debited and a wire is sent to the participating credit union. Along with the payment a Loan Participation Activity Report will be either faxed or emailed to the participant (method of transmittal is based on the participant s preference). The statement details include interest and principal amounts, servicing fee, interest paid to date and beginning and ending balances. 1400.03 IN PARTICIPATIONS The credit union must obtain documentation which adheres to its own underwriting guidelines and that of the NCUA regulations on loan participations for which the credit union is not the Lead Lender. The credit union will subject participation loans to the same review and credit analysis as those loans originated by the credit union. The credit union will continually monitor the participation loans to ensure the Lead Lender is fulfilling its duties and responsibilities. The credit union will monitor these participation loans along with the credit union s own loan portfolio in the ALM/Risk Committees. (See 1400.5 for required loan documentation.) Accordingly: 1. North Island will perform a due diligence review of the servicing capabilities and financial capacity of the lead lender. This will typically involve a site visit, which will include an inspection of the underwriting methodology and documentation contained in existing loan files, and meetings with the management team. Page 3 of 7
2. The credit union will require that the lead lender furnish North Island with all of the same data and information that we use in our standard underwriting process. 3. North Island will review the lead lender s analysis, but not rely on the conclusions within. The credit union must also conduct a new independent analysis that adheres to all of the current underwriting policies and procedures. Any deviations from North Island MBL polices must be notated and highlighted in the loan offering memo. 4. Analyze the value, market acceptance and lien status of any collateral offered. 5. Review and be satisfied with the documentation. 6. Never purchase in excess of 90% of the loan balance. 7. The loans purchased by the credit must have been a compliant loan for the lead lender to originate, for example the borrower must be within the field of membership of the lead. And the loan must meet all of the requirements of NCUA regulation 723. If the loan was compliant for the lead, by virtue of a waiver granted by the NCUA, North Island can consider purchasing an interest only it they too have been granted the same waiver by the NCUA. 8. Follow, through the selling credit union, for updated financial information as appropriate during the course of the participation. 9. Monitor payment history and updated financials and update loan grades according to North Island policy. Loans graded 4 or higher will receive enhanced attention and scrutiny consistent with direct MBLs in the portfolio. The credit union, working through the lead lender, will strive to assure that loans are given the level of attention indicated by the level of risk. 1400.04 IN-PARTICIPATION LOAN PAYMENTS: The remittance arrangement between participants often varies. Some Lead Lenders arrange for payments to be sent to the participating credit union the day they receive the payment, others send payments monthly, yet others semi-monthly. Historically, the credit has posted payments on a cash basis from the lead lender. This has caused reporting issues with loan balances and delinquency reporting. Whereas at month end, it could often be the case that we would report a loan as past due when in reality, the borrower had made the payment to the lead lender before month end and the borrower was actually current. It has been determined that lead lenders credit an account at their institution in our name on the day the payment is received and remit as defined in the individual participation agreement. In addition, the credit union has determined that it is the common practice within the industry to post in-participation payments the day they are notified. In order to maintain the integrity of payments for In-Participation Loans and to correctly report balance and delinquency, North Island will post payments to loans on the day they Page 4 of 7
are notified by the lead lender of the payment being received in their office from the borrower. Upon written notification from a lead lender (fax, email, etc) that payment from borrower has been received, the credit union will credit the payment to the loan and offset to the in-participation loan payments GL116191827. This GL is reserved exclusively for incoming participation payments. The written notification will be printed at the time received and maintained in a file in Business Services. The credit union receives an Incoming Wire-Advice of Credit fax as notification that funds have been credited to the in-part loan payments GL. For funds received from a Lead Lender via ACH, the Lead Lender notifies the credit union via fax and email of the payment and it will be processed at that time. This GL will be balanced by a member of the Business Services Department each time actual funds are received from any lead lender. A month-end reconciliation of the outstanding balance in this account will be prepared and reviewed each month by the accounting department. 1400.05 LOANS NOT ELIGIBLE FOR PARTICIPATION North Island will neither buy nor sell a participation in any loan if one or more of the following conditions exist: 1. The loan has been classified at the most recent credit union examination. 2. The loan is in a non-accrual status. 3. The loan is in default on principal or interest payments. 4. The terms of the loan have been renegotiated or comprised due to the deteriorating financial condition of the obligor. 5. The loan is a violation of NCUA regulations (e.g.: the borrower is not eligible for membership in the originating credit union). 1400.06 REQUIRED DOCUMENTATION FOR IN PARTICIPATIONS SECURED BY REAL ESTATE All the relevant information that was used to underwrite and/or document the loan including: 1. Application for the loan signed by the borrower (containing information as to the purpose for which the loan is sought; construction, refinancing) and the purchase price of the real estate security. Page 5 of 7
2. Lead Lender s underwriting analysis. 3. Copies of all the final and loan documents, including the Promissory Note, Deed of Trust and the supporting executed documents. 4. Written appraisal reports from the Lead Lender. Updated appraisals in accordance with Appraisal policies and procedures: (See Section MBL-1700). 5. Financial Statements and tax returns of the borrowing entity and all guarantors, with all appropriate schedules needed to establish cash flow. 6. Credit Report obtained by Lead Lender 7. Title Insurance Policy 8. Copies of pertinent correspondence between both lead and borrower and lead and credit union. 1400.07 REPURCHASE AGREEMENTS North Island will not sell a participation under any kind of agreement to repurchase the purchasing credit union's share (in the event of default, at a specified future date, etc.) The only potential exception would be, as sometimes provided in Participation Agreements, where the lead must repurchase an interest that was willfully misrepresented when sold to the participant. This occasional provision is generally limited to 180 days from purchase. Controls Include any control steps needed for the procedure. Reference Documents Include the names and/or links to all documents that are related to the procedure. Revision History REVISION DATE DESCRIPTION AUTHOR Page 6 of 7
Approvals NAME TITLE DATE Page 7 of 7