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NMLS ID: 618736
MORTGAGE LOAN BROKER AGREEMENT
THIS MORTGAGE LOAN BROKER AGREEMENT ("Agreement") is made and entered into by and
between Quadriga Investments LLC ("Quadriga") and ______________________________________,
NMLS#_______ ("Broker") whose name and notice address are set forth on the execution page hereof,
dated as of the date set forth on the execution page hereof, with reference to the following facts:
RECITALS
A. Whereas, Quadriga is engaged in the business of wholesale residential and commercial
mortgage banking in California under the authority of a California Finance Lender License issued by the
California Department of Corporations, License Number ________, NMLS Number _____. For
additional state licenses held by Quadriga, refer to Licensing Exhibit ____.
B. Whereas Broker, being fully registered, licensed and in good standing with the Nationwide
Mortgage Licensing System & Registry (“NMLS”) in its normal course of business, negotiates loans
secured by trust deeds, mortgages or other valid security instruments ("Loans") on behalf of borrowers
(“Borrowers”) in exchange for a fee or other consideration and desires to obtain funding for such Loans
from Quadriga. For a list mortgage broker licenses held by Broker by state, refer to Broker Approval
Application (“Broker Approval Application”) attached hereto as Exhibit A.
C. Whereas, Quadriga, through Quadriga Mortgage Pool LLC, extends credit in the form of
Loans and wishes to underwrite such Loans based on Information (as defined below) provided by Broker,
in lieu of Quadriga use of and payment for its own retail branch offices. For purposes of this Agreement,
"Information" shall mean (a) any information that Quadriga requires for underwriting a Loan, (b) any
information submitted as a part of a Loan package (such submission, a “Loan Package”), which shall
include, without limitation, (i) those items identified in Section 2 below, whether or not Broker is the
source, (ii) any information obtained from the Borrower or any reference source, (iii) verifications and
(iv) other supporting documentation.
NOW THEREFORE, in consideration of the promises and mutual covenants contained in this
Agreement, Quadriga and Broker agree as follows:
AGREEMENT
1. Incorporation of Recitals. The recitals set forth above are an integral part of this Agreement and
incorporated herein by reference.
2. Loan Submission
(a) Quadriga shall from time to time, distribute to Broker:
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(i) Information with respect to the types of loan applications it is willing to accept (each
such acceptable application, a “Loan Application”) along with the methods in which
Loan Packages may be transmitted. Quadriga will provide a list of the programs and
types of Loans it will accept, which will include interest rates, loan limits, loan-to-value
ratios, points and fees. Approvals will take the form of written commitments covering
only the particular Loan(s) submitted by Broker for approval. Quadriga is under no
obligation to accept any minimum number or percentage of Loans, or any Loans at all.
Quadriga will fund only those Loan Packages eligible for the mortgage loan programs
offered by Quadriga and approved by Quadriga in its sole discretion (each such
acceptable mortgage loan program, a “Loan Program”). Broker acknowledges that
Quadriga reserves the right to alter, add, or delete Loan Programs from time to time and
Broker accepts responsibility for knowing which Loan Programs are offered by Quadriga
at any given time. Broker shall be responsible for assuring that each Loan Package
submitted complies with all the terms and conditions of Quadriga’s Loan Programs.
(ii) Quadriga shall issue to Broker on a periodic basis, pricing information (“Pricing Sheet”)
applicable to mortgage loan programs it offers. Such pricing information is subject to
change without notice. Broker shall comply with the guidelines contained in the Pricing
Sheet concerning documentation, and interest rates, which apply to the particular Loan
Programs offered by Quadriga.
(b) Broker shall submit to Quadriga completed Loan Packages and perform other functions required
under the programs, terms, and other requirements set forth by Quadriga as amended from time to
time and applicable laws, rules and regulations. Completed Loan Packages will include, but not
be limited to, the settlement services set forth below that Broker shall provide or perform at the
Broker's sole expense:
(i) Broker will assist Quadriga in obtaining the above referenced Information and Loan
Packages necessary for the underwriting of each Loan, both before and after funding, as
required and requested by Quadriga. Broker acknowledges and agrees that Quadriga's
obligation to fund Loans under this Agreement is conditional. Only upon satisfaction of
the following conditions will Quadriga have any obligation to fund a Loan: (A) each and
every applicable program guideline and requirement, as amended from time to time, and
(B) the terms and other conditions, as determined by Quadriga in its sole discretion,
including without limitation the availability of capital. Unless and until notified by
Quadriga in writing, Broker will not represent to Borrower that Quadriga agreed to fund a
Loan;
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(ii) Broker shall perform such other settlement services as required under applicable laws,
rules and regulations, including without limitations, at all times, as applicable, state laws
governing residential mortgage loan brokering, solicitation of loan business and loan
origination; state licensing laws for mortgage brokers and mortgage loan originators, state
fair lending laws and regulations; the federal Truth In Lending Act (“TILA”) and
Regulation Z (12 CFR 226.36(d)); the federal Fair Credit Reporting Act as amended by
the Fair and Accurate Credit Transactions Act of 2003 (collectively, “FCRA”); the
federal Fair Housing Act (“FHA”) and the federal Equal Credit Opportunity Act
(“ECOA”) and its Regulation B; the Real Estate Settlement Procedures Act (“RESPA”)
and its Regulation X; the Home Mortgage Disclosure Act (“HMDA”) and its Regulation
C with respect to accurately completing the Government Monitoring Information sought
on a Loan Application Form 1003; and the Federal Trade Commission’s 2011 Mortgage
Advertising Rules (16 CFR Part 321). Broker shall strictly adhere to the consumer
financial privacy protection provisions contained in the Gramm-Leach-Bliley Act and
state laws, as well as the FCRA for limitations on affiliate sharing practices.
(iii) Broker shall maintain its mortgage broker licensing in good standing at all times and
shall notify Quadriga immediately if a license is added, suspended, terminated or
surrendered, or if the Broker enters into an administrative enforcement agreement with
any regulatory agency (ie, consent order, cease & desist order, settlement agreement).
(iv) Broker shall perform such other services as mutually agreed to by the parties hereto.
(c) General Broker Responsibilities. Without limiting the generality of the above subsection (b):
(i) Broker shall not advertise or in any manner represent that it is employed by, an agent of,
representative of, or is in any way related to Quadriga.
(ii) Broker shall be exclusively responsible for all of its own costs and expenses in
connection with Broker’s business and loan processing. Broker represents and warrants to
Quadriga that Broker has not in any way represented or implied to any person or
Borrower that Broker is in any way affiliated with or connected to Quadriga, including
any representation that Broker’s office is an office or branch of Quadriga. In addition,
Broker covenants and agrees that Broker shall not in any way represent or implies to any
person or Borrower that Broker is in any way affiliated or connected with Quadriga or
that Broker has any power or authority to bind Quadriga or to undertake any other act or
transaction on behalf of or as agent of Quadriga.
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(iii) Broker shall accept Loan Applications at its own offices in its own name, pursuant to a
fully executed mortgage broker agreement between Broker and the Borrower, and solely
through licensed mortgage loan originators who disclose their NMLS unique
identification number and license number on the loan application (each such licensed
person, “MLO”). Broker understands that Quadriga’s Loan documents are available only
in English and as such, Broker shall communicate with Borrower in English when
discussing the terms and conditions of any Loans to be submitted to Quadriga. Broker
shall comply with the procedures established by Quadriga, as updated from time to time.
Broker shall be solely responsible for determining whether each Loan Application meets
the terms and requirements of any available Loan Program.
(iv) Broker shall provide to Quadriga the Loan Application signed by the Borrower and such
credit, financial, and other information, including without limitation the Information,
necessary for Quadriga to investigate, underwrite and fully review the Loan Application.
Broker shall assist Quadriga in obtaining any additional information requested by
Quadriga to facilitate the closing of the loan transaction.
(v) Broker shall be responsible for all communications with the Borrower. Broker shall
promptly deliver to such Borrower any documents prepared by Quadriga and intended for
delivery to Borrowers regardless of the manner in which such documents are delivered to
the Broker.
(d) Quadriga shall communicate to Broker by telephone or in writing Quadriga’s approval or
disapproval of the Loan Application. Quadriga shall approve or disapprove each Loan
Application solely for its own benefit and account, and in making such determination, Quadriga
expressly disclaims any inference Broker may draw as to the general quality or acceptability of
the underlying Loan Application. Quadriga’s offer to lend will be evidenced by a loan
commitment notice (“Loan Commitment Notice”). After consultation with Borrower, Broker
shall advise Quadriga of the Borrower’s acceptance or nonacceptance of such offer. Upon
acceptance of Quadriga’s offer contained in the Loan Commitment Notice, either by written or
verbal communication, a formal offer will be issued as evidenced by Quadriga’s loan documents.
3. Responsibility for Fraud.
(a) If at any time prior to funding of a Loan, Quadriga discovers intentional or negligent
misrepresentations with respect to the related Information, Loan Package, Loan Application, or
other applicable information or documentation, or any other incurable defect in a Loan Package
or Loan Application Quadriga shall cancel that Loan. Upon such cancellation, the Broker shall
immediately pay to Quadriga any and all document preparation and costs actually incurred as a
result of the cancellation.
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(b) Broker shall not submit any Loan Application, Loan Package, or other Loan document containing
false or misrepresented information. Broker shall be responsible for all actions taken in the course
of its performance of its obligations under this Agreement, whether performed by Broker, its
employees, MLOs or licensees, or the Borrower, or any other third party involved in the
origination of the Loan. Broker shall indemnify and hold harmless Quadriga, as more fully set
forth in Section 7 below, if fraud has occurred in the origination of such Loan. Broker
understands and agrees that in the event Quadriga reasonably believes misrepresentation or fraud
(e.g., instances of misstatements and/or inconsistencies generated either by the Broker or with the
Broker’s knowledge) exists in a Loan Application, Loan Package or Loan document, Quadriga
may report such misrepresentations or fraud to the appropriate state and federal regulatory
authorities, law enforcement agencies, and fraud database. Broker acknowledges the importance
of Quadriga’s rights and necessity to disclose such information. Broker waives any and all claims
of liability, damages and equitable or administrative relief in connection with Quadriga’s
disclosure of such information.
4. Broker Compensation. Broker shall negotiate its loan origination compensation with each Borrower in
accordance with the loan originator compensation requirements under TILA, its implementing Regulation
Z, and accompanying Official Staff Commentary, as well as the applicable state and local laws, rules and
regulations, governing mortgage broker compensation and mortgage broker agreements/disclosures.
(a) Source of Compensation. For every Loan submitted to Quadriga by Broker, Broker must elect its
source of compensation as Borrower Paid Compensation. For purposes of this Agreement,
“Borrower Paid Compensation” shall mean Broker compensation paid by the Borrower to the
Broker from the Borrower’s own funds or Loan proceeds. Borrower Paid Compensation shall not
include any form of compensation or thing of value paid directly or indirectly by any person other
than the Borrower, including lender rebates. Broker shall directly negotiate the terms of such
compensation with the Borrower and such terms may vary with respect to each Loan transaction.
The terms of such compensation shall be set forth in a fully executed mortgage broker agreement
with the Borrower. A copy of the signed broker agreement shall be delivered to Quadriga with the
Loan Package and Loan Application for purposes of including Broker’s compensation in the
aggregate loan origination calculation disclosed on the RESPA Good Faith Estimate (“GFE”) and
guaranteed for at least ten business days. Quadriga will not be for nor a party to any Broker
negotiations with the Borrower in a Borrower Paid Compensation Loan transaction. By choosing
to be paid by the Borrower, Broker acknowledge and agrees that it cannot and will not
accept any compensation with respect to the related Loan, either directly or indirectly, from
any other party or entity to the Loan transaction.
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(b) Anti-Steering Disclosure. In accordance Regulation Z, as amended from time to time, Broker
acknowledges and agrees that steering a Borrower to accept a Loan based solely on the fact that
Broker and/or Quadriga will receive greater compensation in connection with such Loan is
prohibited, unless such transaction is in the Borrower’s interest. Broker acknowledges and agrees
that, in order to comply with the foregoing, Broker shall provide each Borrower an anti-steering
disclosure (“Disclosure”) describing the options presented to the Borrower for each type of Loan
in which Borrower expressed an interest with respect to each Loan transaction. The Disclosure
shall include, without limitation: (a) the Loan with the lowest interest rate, (b) the Loan with the
lowest interest rate without negative features and (c) the Loan with the lowest total dollar amount
for origination points or fees and discount points. Broker acknowledges and agrees that it shall
cause the Borrower to sign the Disclosure and include such Disclosure in each Loan Package.
(c) Loan Officer Compensation. Broker acknowledges and agrees that it shall be solely responsible
for the payment of compensation, if any, to its loan officers and MLOs and that Quadriga shall
have no liability for such payments, if any. Broker further acknowledges and agrees that all such
compensation shall be paid in accordance with applicable law, rule and regulation, including
without limitation TILA and Regulation Z and its accompanying Official Staff Commentary.
5. Payment of Broker Fees. Any fee payable to Broker for its provision of goods, services or facilities for
certain Loans, shall be paid in accordance with the terms of the Agreement and applicable law and only in
connection with a particular Loan, if each of the following conditions is met:
(a) Broker has actually provided necessary goods, services and/or facilities in connection with the
Loan;
(b) Broker is in compliance with all applicable federal, state and local laws and regulations and all
terms of this Agreement and has submitted fully executed copies of all required disclosures,
including without limitation the Disclosure, with the Loan Package;
(c) Broker has submitted a copy of the GFE which Broker provided to Borrower that satisfies the
requirements of applicable law;
(d) With respect to each applicable Loan Application, Broker and Borrower have completed and
executed a GFE which complies with RESPA and contains all applicable fees and charges.
Quadriga shall rely on Broker GFE. The origination fee may not be greater than the amount set
forth in the Broker completed GFE.
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In addition to any right now or hereafter granted under this Agreement, Quadriga is hereby authorized
at any time, without presentment, demand, protest, or other notice of any kind to Broker or to any other
person, any such notice being expressly waived, to set off and to appropriate and apply any and all
amounts at any time owing by the Broker to or for the credit or the account of the Broker against and on
account of the obligations and liabilities of the Broker to Quadriga under any agreement, irrespective of
whether or not Quadriga shall have made any demand thereof.
6. Representations, Warranties, and Covenants.
Broker agrees that upon breach of any of the representations, warranties or covenants contained in this
Agreement, or upon discovery by Quadriga that any fact represented by Broker, its agents, employees,
MLOs or any Borrowers under a Loan, Loan Package, Loan Application or other information relating to a
Loan are false, misleading, or misrepresentative, the purchase provisions set forth in Paragraph 9 below
shall apply. All representations, covenants, and warranties shall survive the funding, closing, and
purchase of each Loan and shall be deemed to be for the benefit of Quadriga and its successors and/or
assigns and shall survive the termination of this Agreement.
6.1 Broker represents, warrants and covenants the following:
(a) Broker is duly organized, validly existing and in good standing ( in the case of a corporation or
limited liability company) under the laws of the state governing its creation and existence during
the time of its activities with respect to the organization and closing of the Loans subject to this
Agreement.
(b) Broker has all power, authority and capacity legally required to enter into this Agreement and to
perform the obligations required of it hereunder. The execution and delivery of this Agreement
and the consummation of the transactions contemplated hereby, have been duly and validity
authorized by all necessary action legally required. This Agreement constitutes a valid and legally
binding Agreement of Broker enforceable in accordance with its terms.
(c) The execution, delivery and performance of this Agreement by Broker, its compliance with the
terms hereof and consummation of the transactions contemplated hereby will not violate, conflict
with, result in a breach of, give rise to any right of termination, cancellation or acceleration under,
constitute a default under, be prohibited by or require any additional approval under its articles of
incorporation (in the case of a corporation), bylaws, partnership agreement or other applicable
organizational documents or any instrument or agreement to which it is a party or by which it is
bound, or any Law, or any judicial or administrative decree, order, ruling or regulation, applicable
to it.
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(d) Broker has complied, and shall comply, both in the conduct and business generally, and in its
origination of each Loan, with all laws, including, without limitation upon the generality of the
foregoing, the ECOA and Regulation B, including without limitation its requirements relating to
nondiscrimination; the Truth-in-Lending Act, and Regulation Z; RESPA, and Regulation X; and
state and local laws and regulations governing mortgage lending and mortgage brokerage. Broker
represents and warrants that no Loan is a “High Cost Loan” as that term is defined by the Home
Ownership and Equity Protection Act (“HOEPA”) or similar federal, state or local law, and the
Loan does not fall into any other classification under state law which is not eligible for purchase.
(e) Broker further represents and warrants that it and its MLOs, employees, independent contractors
and agents who are submitting Loan Applications or Loan Packages to Quadriga, are properly
licensed in all jurisdictions where required for the solicitation and origination of Loans as
provided for in this Agreement and agrees to maintain all applicable licenses and approvals in
good standing during the term of this Agreement. Broker has complied with the requirements of
each applicable regulatory agency and possesses all necessary licenses, registrations, exemptions
or other authority of such agencies to engage in the activities contemplated by this Agreement.
(f) Broker and any of its MLOs, employees, independent contractors and agents who are submitting
Loan Applications or Loan Packages to Quadriga, have not been issued any administrative order,
cease and desist decree or been the subject of any regulatory action brought by a federal or state
agency. Broker shall immediately advise Quadriga in writing of any inquiry, material complaint
or pending or threatened action, by way of proceeding or otherwise, to revoke or limit any
license, permit, authorization or approval issued or granted by any federal, state or local
government or quasi-governmental body, or agency or instrumentally thereof, necessary for
Broker to conduct its business, or to impose any penalty or other disciplinary sanction in
connection therewith, or any other sanction that would materially affect Broker’s business. In
addition, in the event Broker receives any letter, notice, or other writing (“Notice”) from any
regulatory agency with respect to any Loan submitted to Quadriga, Broker shall advise Quadriga
immediately of such Notice and deliver a copy of the Notice to Quadriga. Broker further warrants
that no material complaints have been filed against Broker alleging unfair and deceptive practices
and/or violations of consumer protection laws and will notify Quadriga immediately in the event
of any such occurrences.
(g) Except as previously disclosed in writing to and acknowledged in writing by Quadriga, Broker is
not a party to (a) any pending, or, to Broker’s knowledge, threatened litigation as a defendant
involving fraud, misrepresentation, violation of any state or federal lending laws or regulatory
compliance, (b) any claims by applicants or borrowers, (c) any negative investor or regulatory
finding through audits or examinations, or (d) any notice of investigation by a federal or state
licensing or enforcement agency (ie, state attorney general, US Department of Justice, HUD
Mortgagee Review Board).
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(h) No representation, warranty or written statement made by Broker to Quadriga in Agreement or in
any schedule, written statement or document furnished to Quadriga in connection with the
transactions contemplated hereby, including without limitation any document contained in the
Loan Package or Loan Application or any Information, contains or will contain any untrue
statement of a material fact or omits or will omit to state a material fact necessary to make the
statements contained herein or therein not misleading.
(i) Unless otherwise agreed to in writing, Broker possesses and shall maintain, at no expense to
Quadriga, during the term of this Agreement, errors and omission insurance, and shall furnish
evidence of such coverage upon request of Quadriga. Such policies shall be in reasonable
amounts, with acceptable standard coverage’s, satisfactory to Quadriga. Broker shall notify
Quadriga of changes thereto or cancellation thereof.
(j) Broker shall furnish to Quadriga and its representatives any necessary information and data
concerning the affairs of Broker, as Quadriga may reasonably request, including without
limitation information regarding the status of its licenses, permits, authorizations and approvals
necessary for the conduct of its business as well as copies of such documents. As requested by
Quadriga, Broker shall furnish copies of financial statements, the type and sufficiency of which
shall be determined by Quadriga in its sole discretion, together with such other information
bearing upon Broker’s financial condition as Quadriga may reasonably request.
(k) Broker represents that it employs or will employ a sufficient number of knowledgeable and
capable individuals to perform the services required by this Agreement.
(l) Broker shall not utilize any real estate appraiser, credit reporting agency or other vendor in
connection with the preparation or submission of any Loan Package that is not acceptable to
Quadriga in its sole discretion. In the event Broker shall submit an incomplete Loan Package,
including information or reports from a person or entity not acceptable to Quadriga, Quadriga
may reject or accept the Loan Package in its sole and absolute discretion.
(m) Broker is in compliance with the Zero Tolerance Loan Policy attached hereto as Exhibit B and
hereby incorporated by reference.
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6.2 As further inducement to Quadriga to enter into this Agreement and to consummate the
closing and funding of Loans hereunder, Broker makes the below referenced representations, warranties
and covenants effective both at the time a Loan Package or Loan Application is submitted to Quadriga for
consideration as well as the dates of Loan approval, funding and closing by Quadriga. Each of the
following representations and warranties (a) applies to any and all Loan Application or Loan Package by
Broker to Quadriga and funded by Quadriga, (b) is for the benefit of Quadriga and its successors and
assigns, (c) continues in full force and effect for so long as the Loan remains outstanding and for such
time that Quadriga is subject to any risk of loss or liability as to any Loan Application or Loan Package
submitted by Broker, (d) is deemed to have been relied on by Quadriga, regardless of any independent
investigation it may have made or may hereafter make, and (e) is in addition to any other specific
representations or warranties contained elsewhere herein.
(a) The Loan will comply with all applicable federal, state and local laws and regulations. Broker
has and will comply with all applicable local, state, and Federal laws, rules, and regulations, the
SAFE Act, FCRA, ECOA, FHA, and TILA, including any implementing regulations of the above
laws and any opinions issued or policy statements made by the agencies charged with issuing or
interpreting such regulations. Broker has and will comply with RESPA and its implementing
regulation, Regulation X, as amended from time to time, or any additional or successor legislation
or regulation that governs the same subject matter. As used in this Agreement, RESPA refers to
all requirements and restrictions that are imposed in regard to a "federally related mortgage loan"
even if a Loan does not qualify as a "federally related mortgage loan" under RESPA.
(b) The origination of the Loan complies in all respects with the terms of this Agreement and
Quadriga’s lending guidelines. Each Loan Application submitted was originated by Broker and
not by a third party. All applications for Loans and all Loan Packages, Information, and
information and documentation submitted in connection with such Loan Applications have been
prepared and/or completed in accordance with applicable law and all information provided by
each of Borrower and Broker in such applications, Loan Packages, Information, or other
documents are true and correct in all respects and do not fail to disclose any facts which could be
material or which would make such information misleading. All Loan Packages submitted by
Broker to Quadriga are true, correct, valid, genuine, and free of misrepresentation. Broker has no
actual or constructive knowledge of omitted material facts or fraud with respect to the Loan
Package that would adversely affect the validity of the Loan or enforceability of the related note.
Broker has followed generally accepted mortgage industry procedures and practices that would
uncover or disclose any false, fraudulent, inaccurate or erroneous facts contained in any Loan
Package.
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(c) Broker has complied with the compensation provisions as described herein, any and all federal,
state and local high cost loan limitations, and all applicable laws rules and regulations. All
Broker compensation has been fully disclosed to Borrower in compliance with applicable laws.
The Borrower has executed and received a copy of the Broker disclosure(s) as required by
applicable law, including without limitation the disclosure required by Paragraph 4(e) hereunder,
and there are no disputes with respect to Broker’s compensation in connection with the
origination or closing of the Loan.
(d) With regard to all Loans submitted to Quadriga hereunder, all facts relating to any Loan
transaction which are known or should be known to Broker which may adversely affect the value
of the mortgaged property, the credit, character or capability of the applicant, the validity of the
mortgage, or any other aspect of the transaction have been disclosed in writing to Quadriga.
(e) Except as otherwise permitted by Quadriga, Broker has not made, directly or indirectly, any
payment on the Loan, the Loan application, or any fee paid for goods and services rendered in
connection with the origination and closing of the Loan, or on any other loan of Borrower from
any other person or entity. Broker has also not made any agreement with any Borrower providing
for any variation of the note rate, schedule of payment or other terms and conditions of the Loan;
and Broker has not received a request for approval of or notice of any proposed assumption, loss
draft or payoff of the Loan.
(f) Broker represents and warrants that any Loan submitted by Broker is not subject to any right of
rescission, set-off, counterclaim or defense and none of the terms of the Loan and none of the
rights thereunder are unenforceable, in whole or in part, on account of any action by the Broker,
and no such right or rescission, set-off, counterclaim or defense has been asserted by the
Borrower or any third party.
7. Indemnification. In addition to or at Quadriga’s sole discretion, as an alternative to the purchase
obligations in Paragraph 9 below, Broker shall indemnify, defend, and hold harmless Quadriga and its
affiliates and its and their officers, employees, directors, agents, shareholders, successors and assigns,
against all liability of loss, damage costs, expenses, and attorney's fees, including without limitation
repurchase demands from investors, resulting from or arising out of a breach of Broker's representations,
warranties, and covenants contained in Section 6 above, or by failure of Broker to perform any covenant
or condition under this Agreement.
8. [This section intentionally left blank.]
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9. Broker Purchase Obligation. Without limiting the rights and remedies of Quadriga set forth herein,
Broker agrees, upon Quadriga's written demand and at Quadriga’s sole discretion, to purchase any Loan
brokered by Broker from Quadriga, within ten (10) days of such written notice from Quadriga, for the
Purchase Amount (as such term is defined below) (a) in the event the Borrower fails to make a timely
monthly mortgage installment payment for each month within the first ninety (90) days following the
closing and funding of the related Loan, (b) if Broker breaches any representation, warranty or covenant
contained in this Agreement in regards to such Loan closed and funded by Quadriga or (c) if a Loan
submitted to Quadriga and subsequently closed and funded by Quadriga contains any intentional or
negligent misrepresentations made by Broker. Without limiting the foregoing purchase obligation and at
Quadriga‘s sole discretion, Broker may (x) refinance the related Loan and pay Losses (as defined below)
incurred by Quadriga, or (y) in the event a breach or misrepresentation as described herein results in a
material and adverse effect on such Loan, allow and provide assistance, as permitted, for Quadriga to
dispose of the Loan, by sale or other deposition, and pay Losses incurred by Quadriga as a result of such
breach or misrepresentation. For purposes of this Agreement, “Losses” shall mean an amount equal to the
amount funded by Quadriga for the Loan, less the amount of proceeds Quadriga actually receives for
such Loan, plus all claims, losses, damages, penalties, fines, forfeitures, legal fees and related costs,
judgments, and any other costs, fees and expenses that Quadriga may sustain in any way.
For purposes of this Agreement, the “Purchase Amount” shall mean an amount equal to (a) the original
principal Loan amount, less any principal reductions received by Quadriga, plus (b) all accrued and
unpaid interest on the Loan from the date of Quadriga's funding through the date of purchase by Broker,
plus (c) any and all costs incurred by Quadriga in connection with origination, processing, underwriting,
and funding the Loan, including without limitation any and all fees paid by Quadriga to Broker, plus (d)
any and all costs incurred by Quadriga in upholding and enforcing Broker's obligation to Purchase the
Loan, including reasonable attorney's fees and costs of suit.
10. [This section intentionally left blank.]
11. Independent Contractor. Quadriga and Broker agree that Broker is neither an agent nor an employee
of Quadriga and may not be construed as such because of this Agreement. For all purposes Broker is an
independent contractor, and is expressly prohibited from holding itself out as an agent, representative, or
employee of Quadriga. Broker shall not use Quadriga's name in any advertising without Quadriga's
express prior written consent.
12. Termination. Either party may terminate this Agreement at any time, upon written notice to the other
party. Upon termination, Quadriga will return to Broker any Loan Packages that Quadriga is not obligated
to fund. Broker will pay to Quadriga the applicable document fees and/or third party fees for any Loan
returned under this paragraph for which documents have been drawn. All of Broker’s representations and
warranties in Paragraph 6 and obligations of indemnification in Paragraph 7 shall survive any termination
of the Agreement, and shall be fully applicable whether or not Quadriga relies thereon or has knowledge
of any facts at variance therewith.
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13. Entire Agreement. This Agreement is the final, complete, and exclusive statement of the terms of the
agreement between the parties pertaining to brokering Loans and supersedes all prior and
contemporaneous understandings of agreements of the parties. No party has been induced to enter into
this Agreement by, nor is any party relying on, any representation or warranty outside those expressly set
forth in this Agreement.
14. Modification of Agreement. This Agreement may be supplemented, amended, or modified only by the
mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be
binding unless it is in writing and signed by the party to be charged.
15. Assignment. Broker may not assign any of its rights or delegate any of it duties under this Agreement
without the prior written consent of Quadriga, which consent may be withheld in Quadriga’s sole and
absolute discretion. Notwithstanding Quadriga’s consent, if any, to an assignment, no assignment shall
release Broker of any of its obligations or alter any of its primary obligations to be performed under this
Agreement.
16. Notice. All notices, requests, and demands under this Agreement shall be in writing to the respective
addresses recorded below in the execution section of this Agreement or to Broker's address last known to
Quadriga. If personally delivered, notice will be effective upon delivery. If delivered by first-class mail,
notice will be effective three (3) days after deposit in a United States Postal Service office or mailbox. If
delivered by overnight delivery with a delivery receipt, notice will be effective one (1) day after deposit
with the overnight carrier, if delivered by electronic media, whether by facsimile, e-mail, or other
electronic means, notice will be effective one (1) day after delivery.
17. Severability of Agreement. If a court of competent jurisdiction holds any provision of this Agreement
to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of
the remaining provision or portions will not be affected.
18. Forum and Choice of Law. Any dispute that arises under or relates to this Agreement, whether in
contract, tort, both, or otherwise, shall be resolved in a court of competent jurisdiction located in the
County of San Diego, State of California. California law shall govern this Agreement, and any dispute
arising from the relationship between the parties to this Agreement.
19. Attorney Fees. In any action brought to enforce any provision of this Agreement, the losing party
shall pay the prevailing party's reasonable attorney fees and cost.
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20. Authorization to Verify Information. Approval of a broker application by Quadriga and execution of
this Agreement by both parties are required prior to participation in Quadriga’s wholesale lending
program. Broker and its owners, officers and employees are subject to a background check as part of
Quadriga’s application review process and on-going monitoring of brokers participating in Quadriga’s
wholesale lending program. These checks may be performed by Quadriga, its subsidiaries and affiliates,
or in whole or in part by a third party service provider (“Service Provider”) on Quadriga’s behalf. Broker
acknowledges that, as part of Quadriga’s application review process, Quadriga will receive for its review
and verification a broker application provided by Broker to Quadriga or Service Provider, and that either
or both of Quadriga and Service Provider may perform due diligence reviews of the broker application.
Broker hereby consents to this review process and to Quadriga’s use of the Broker Approval Application
and related materials (“the Broker Package”) as described herein and authorizes Quadriga, its subsidiaries
and affiliates, or Service Provider to verify any information contained in the Broker Package with the
sources referenced therein. Broker further authorizes Quadriga to consult such other sources, and perform
such additional due diligence as Quadriga deems necessary, in its sole discretion, to evaluate the Broker
Package and continuing qualification for participation in Quadriga’s wholesale lending programs. Broker
hereby gives its express consent to receive facsimile transmissions (hereafter referred to as “faxes”) from
Quadriga and its employees, parents, subsidiaries, affiliates, agents and/or assigns, including, but not
limited to, those faxes that may constitute advertisements of the various loan programs, products and/or
services offered from time to time by Quadriga. This consent to receive faxes shall apply to all telephone
facsimile numbers of Broker, its employees or agents. This consent shall remain in effect until it is
revoked in a writing delivered to Quadriga at the address contained in this Agreement. Broker also agrees
that should it access any of Quadriga’s Loan Programs electronically that it will be subject to any separate
terms and conditions contained on Quadriga’s internet site.
21. Counterparts. This Agreement may be executed in any number of counterparts, each of which is an
original, and taken together shall constitute one instrument.
22. Marketing Materials. The Broker hereby expressly grants to Quadriga the right to transmit all
materials (including marketing materials and rate sheets) necessary for or in connection with the parties’
performance under this Agreement to the undersigned via email and/or facsimile transmission at any of
the email addresses and/or facsimile telephone numbers on file for the Broker. This foregoing consent
shall remain in effect until such time as the undersigned party terminates the consent by notifying
Quadriga in writing. The consent granted herein shall be applicable to all of Quadriga’s officers, directors,
employees, agents, servants, and independent contractors. Broker has full knowledge of all statements
made and information provided in the Broker Package and other required documents.
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23. Confidentiality. Broker agrees that information concerning Quadriga’s business (including that of all
corporate affiliates) is “Confidential Information” and proprietary and shall be maintained in confidence
and not disclosed, used, duplicated, published, disseminated or otherwise made available except as
described in this section. Confidential Information may include, without limitation, pricing sheets, lists of,
or other information relating to and identified with customers, former or prospective customers or
applicants, trade secrets, confidential and proprietary methods, techniques, processes, applications
approaches, and other information of Quadriga in various forms, which information is used or is useful in
the conduct of Quadriga’s business including Quadriga’s origination, purchase, and sale of mortgage
products and the subject matter of this Agreement. Broker may use Confidential Information of Quadriga
only in connection with performance under this Agreement. Except as described in this Agreement, the
parties shall not copy Confidential Information or disclose Confidential Information to person who does
not need Confidential Information in order to perform under this Agreement. Broker shall maintain an
appropriate information security program to prevent the unauthorized disclosure, misuse, alteration or
destruction of Confidential Information. Confidential Information shall be returned to Quadriga upon
termination of this Agreement. Confidential Information does not include information that is generally
known or available to the public or that is not treated as confidential by the party claiming such
information to be confidential, provided, however, that this exception shall not apply to any publicly
available information to the extent that the disclosure or sharing of the information by one or both parties
is subject to any limitation, restriction, consent or notification requirement under any applicable federal or
state information privacy law or regulation then in effect. In the event it is necessary for Broker to
disclose Confidential Information to a third party in order to perform Broker’s duties hereunder and
Quadriga has provided Broker with written authorization to do so, Broker shall disclose only such
Confidential Information as is necessary for such third party to perform its obligations to Broker. If
requested by Quadriga, any employee, representative, agent or subcontractor of Broker shall enter into a
non-disclosure agreement with Quadriga to protect the Confidential Information of Quadriga. A breach of
Broker’s confidentiality obligations may cause Quadriga to suffer irreparable harm in any amount not
easily ascertained. The parties agree that such breach, whether threatened or actual, will give the Quadriga
the right to obtain equitable relief (i.e., obtain an injection to restrain such disclosure or use without the
requirement of posting a bond), and pursue all other remedies Quadriga may have at law or in equity.
Neither party shall engage in any unauthorized disclosure, sharing, or use of any nonpublic personal
information of individual consumers which a party may receive from or on behalf of the other party, other
than for the lawful purpose for which such information was transmitted. Each party shall comply with
the Gramm-Leach-Bliley Act and its implementing regulations.
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24. Release. Broker hereby discharges and releases Quadriga, its parent companies, subsidiaries and
affiliates, and their present and future director, officers, employees, attorneys and agents, and the
successors and assigns of any of the foregoing, of and from any and all claims, demands, actions, causes
of action, suits, damages, attorney’s fees, costs and expenses of suit, liabilities and judgments of
whatsoever kind (a “Claim”), by reason of any act or omission relating to Quadriga’s or Service
Provider’s use of the Broker Package or verification of any information contained therein. Broker further
indemnifies and agrees to defend and hold Quadriga harmless, as more fully set forth in Section 7 above,
with respect to any Claim made by any past, present or future owner, officer, or employee of Broker with
respect to such use or verification.
[Signature page to follow]
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the date written below.
Broker of Record Date
Print Name
Notice Address:
Quadriga Investments LLC Date
By:
Its:
Notice Address: Quadriga Investments, LLC
5752 Oberlin Dr, #215
San Diego, CA 92121
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EXHIBIT A
Broker Approval Application
Business Type:
Company Name:
Company DBA:
Date of Incorporation:
State of Incorporation:
Company Street Address:
Company City:
Company State:
Company Zip Code:
Company Phone:
Federal Tax ID#:
Company NMLS #:
Company License 1:
State:
Company License 2:
State:
Company License 3:
State:
Company License 4:
State:
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Broker/Owner Name 1:
Percentage Ownership:
Telephone
Social Security #:
DRE License #:
Professional Lic State
Street Address:
City:
State:
Zip:
NMLS License #:
Broker/Owner Name 2:
Percentage Ownership:
Telephone
Social Security #:
DRE License #:
Professional Lic State
Street Address:
City:
State:
Zip:
NMLS License #:
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Broker/Owner Name 3:
Percentage Ownership:
Telephone
Social Security #:
DRE License #:
Professional Lic State
Street Address:
City:
State:
Zip:
NMLS License #:
Broker/Owner Name 4:
Percentage Ownership:
Telephone
Social Security #:
DRE License #:
Professional Lic State
Street Address:
City:
State:
Zip:
NMLS License #:
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EXHIBIT B
ZERO TOLERANCE LOAN FRAUD POLICY
ALL APPROVED ORIGINATORS NEED TO BE AWARE THAT SUBMISSION OF A LOAN
APPLICATION CONTAINING FALSE INFORMATION IS A CRIME.
(any capitalized terms not defined herein shall have the same meaning as set forth in the
Mortgage Loan Broker Agreement dated as of ___________ by and between Quadriga Investments LLC
and ___________________)
Examples of Loan Fraud
(hereinafter any capitalized terms not defined herein shall have the same meaning as set forth in the
Mortgage Loan Broker Agreement dated as of ________________ by and between Quadriga
Investments LLC and ___________________)
1. Submission of inaccurate information, including false statements on a Loan
Application and falsification of documents purporting to substantiate credit,
employment, deposit and asset information, personal information including
identity, ownership/non-ownership of real property, etc.
2. Forgery of partially or predominantly accurate information, including forged
signatures on any document in the Loan Package or Loan Application.
3. Incorrect statements regarding current occupancy or intent to maintain minimum
continuing occupancy as stated in the security instrument.
4. Lack of due diligence by broker/loan officer/interviewer/processor/MLO,
including failure to obtain all information required by the Loan Application and
failure to request further information as dictated by Borrower’s response to other
questions.
5. Unquestioned acceptance of information or documentation which is known,
should be known, suspected or should be suspected to be inaccurate, incomplete
or misleading.
6. Simultaneous or consecutive processing of multiple owner-occupied loans from
one Borrowers on multiple properties, or from one Borrower supplying different
information on each application.
7. Allowing a Borrower or interested third-party to “assist” with the processing of
the Loan.
8. Nondisclosure of relevant information to anyone involved in the loan process.
9. Any other acts or omissions in violation of applicable federal, state or local laws,
rules and regulations.
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Consequences
Loan fraud is costly for all parties involved. The following are a few of the potential
consequences that may be incurred:
Consequences to Broker/Salesperson/Employee
1. Criminal prosecution
2. Loss of applicable license, including without limitation, real estate license,
mortgage loan originator license and/or sales license.
3. Loss of Quadriga access to exchange of Information between Quadrigas.
4. Submission of information to investors (including FHLMC/FNMA), police
agencies, and applicable state or federal regulatory authority, including without
limitation the California Department of Real Estate.
4. Civil action by a Quadriga
5. Civil action by applicant/Borrower or other parties to the transaction
6. Loss of approval status with Quadriga
Consequences to Borrower
1. Acceleration of debt.
FNMA/FHLMC Deed of Trust, revised 9/90, item #6 states: “Borrower
shall also be in default if Borrower, during the loan application process,
gave materially false or inaccurate information of statements to Quadriga
(or failed to provide Quadriga with any material information) in
connection with the loan evidenced by the note, including but not limited
to, representations concerning Borrower’s occupancy of the property as a
principal residence.”
o Note: Foreclosure under this section of the Deed of Trust does not
require the borrower to be in “payment default.” As such, the
Borrower will not have the benefit of reinstatement. In order to
cure the default, the Borrower must pay off the Loan in full prior
to the sale date of the related property.
2. Criminal prosecution
3. Civil action by Quadriga
4. Civil action by other parties to the transaction
5. Employment termination
6. Loss of professional license, if any.
7. Adverse effect on credit history.
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I have read the foregoing and understand the position of Quadriga Investments LLC
on loan fraud and understand the consequences to myself if I am involved in loan fraud
in any way whatsoever.
Sales Person Date
Print Name
Broker of Record Date
Print Name
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