B + Mortgage, Inc., is affiliated with a Real Estate Investment Trust designed especially to meet the needs of those customers who originate and sell mortgages. B + mortgage is staffed with experienced, dedicated individuals who understand the challenges of your business and are committed to support you in your efforts. Put the B + mortgage team to work for you today and experience the quality and value our program has to offer.
• Direct, End Investor • B + mortgage gives you Online Approvals • Flexible Closing Options (close-in-our-name, table-funding and closed loan purchases available) • Ability to Draw your own Legal Documents or Print them in your Office • Premium Pricing on all Programs • Competitive Pricing with Flexible Options • 30 & 15 Year Fixed, 30/15 Fixed, and 2, 3 & 5 Year Fixed/LIBOR Programs available • Interest Only Programs available • Next Day Funding • Correspondent Program
• Loan amounts to $1,000,000 • Unlimited 30, 60 or 90 day mortgage lates • Consumer credit ignored • Cash-out available up to 100% LTV (80/20) • Full or Stated Income to 100% LTV (90% cash-out refinance) • Limited Doc to 95% LTV (including cash-out refinance) • Limited and Stated Doc program available for Wage Earners • NINA to 95% (100% Piggyback program) • No Doc to 90% LTV (including Cash-Out Refinances) • Debt ratios to 60% • Aggressive investor property programs • “Escrow” holdbacks allowed • No approved appraiser list • Direct access to underwriters
18 Technology Dr. Suite 138 Irvine, CA 92618 (800)993-8634 (949)788-7799
Welcome to B + mortgage, Inc. Please follow the attached instructions in order to submit loan applications to B + mortgage.
Please print the following forms for your records:
1. Master Broker Agreement 2. Consent
Please fill out, sign and date the W-9 form. Fax the following items together (fax number listed below):
1. Full Broker Application w/attachments 2. W-9 form 3. Copies of all Applicable Licenses a. Broker License b. Lender License c. Any other broker licenses 4. Most recent 2 years Balance Sheet or a current Statement of Net Worth (if in business less than 1 year) – Must be on Company Letterhead 5. Key Officer/Employee resumes – Showing at least 1 year mortgage lending experience
If you are requesting to become a Correspondent, also fax the following items:
1. Copies of Insurance Policies a. Entire Fidelity Bond b. Errors and Omissions Policy 2. Copy of all HUD/FNMA/FHLMC/GNMA approvals 3. Copy of Quality Control procedures c. Include TPO procedures – if applicable
Please fax one copy of the above items to B + mortgage at (949) 788-7795.
If you have any questions, please contact your Account Executive or call (800) 993-8634 to talk to a Customer Representative
18 Technology Dr. Suite 138 Irvine, CA 92618 (800)993-8634 (949)788-7799
Account Executive__________________ Broker ID Number__________________
Broker/Correspondent Application Broker/Correspondent Information……………………………………………….
(To be completed and signed by all those who wish to become approved with B + mortgage.) We wish to become approved with your company as a Broker / Correspondent (Circle one)
Legal Name of Compay:________________________________________________________________ DBA Name (if applicable): _______________________________________________________ _______ Primary Contact Person: _________________________Secondary Contact Person: ________________ Street Address________________________________________________________________________ ________________________________________________________________________________ __ Phone #: __________________Fax #_________________Email address:_________________________ Company Information
Date Founded or Incorporated: ____________________ Organization Type (Corp/Partnership/etc.): _________________ Federal Tax ID Number: _________________________ State Tax ID Number: __________________________________ Number of Branch Offices: ______________________ Will Branch Offices Submit Loans to B + mortgage? Y / N (If yes, please submit list of branch offices with license and name of contact person and phone number of branch)
Principals of Company: Name: Title: Name: Title: Name: Title:
Social security #: Home Address: Social Security #: Home address: Social Security #: Home Address:
Home Phone #:
Home Phone #:
Home Phone #:
Please provide at least three investor/lender and one bank references (with account number) Investor/Bank Length of relationship Contact Phone #
Loan Production Information Primary Geographic Origination areas: Origination Volume Previous Year: Origination Volume (YTD) Origination Source (Retail Loan Officers
1 of 2
In the last ten years, has your company or any of its officers been suspended by any investor from selling or servicing mortgages? Yes No (If “Yes,” give details as an attachment)
Does your company have a quality control and/or internal audit system which reviews the authenticity of the information contained in your loan packages? Yes No (If “Yes,” give details as an attachment)
Has your company ever been requested to repurchase loans? Yes No (If “Yes,” give details as an attachment)
Does your company have any repurchase requests outstanding? Yes No (If “Yes,” give details as an attachment)
Fidelity-Individual Fidelity-Blanket Errors & Omissions Mortgage Impairment All Applicants ………
I/we certify under penalty of perjury that the foregoing information is true and correct. I/we fully understand that it is a Federal crime punishable by fine and/or imprisonment to knowingly make any false statements concerning any of the above facts as applicable under that provisions of Title 18, U.S. Code Section 1001. B + mortgage, or its agent, is hereby authorized to obtain verification of the above from any source named herein including character or credit references as it deems necessary in order to process this application. Signature_______________________________ Title_________________ Date____________
Signature_______________________________ Title_________________ Date ___________ If corporation, an officer must sign. If partnership, partners must sign. If sole proprietorship, owner must sign.
2 of 2
ADDITIONAL BRANCH OFFICES
Please list any additional branch offices to be approved by B + mortgage (licenses must be attached for each additional branch, if applicable). DBA, if any:_____________________________ Contact: ________________________________ Address:________________________________ City, State, Zip:__________________________ Phone: _________________________________ Fax: ___________________________________ E-mail: _________________________________ DBA, if any:_____________________________ Contact:________________________________ Address:________________________________ City, State, Zip:__________________________ Phone:__________________________________ Fax: ____________________________________ E-mail: _________________________________ DBA, if any:________________________ Contact: ___________________________ Address: ___________________________ City, State, Zip: _____________________ Phone: _____________________________ Fax: _______________________________ E-mail:_____________________________ DBA, if any: ________________________ Contact: ___________________________ Address: ___________________________ City, State, Zip: _____________________ Phone: _____________________________ Fax: _______________________________ E-mail: ____________________________
DBA, if any:______________________________ DBA, if any:________________________ Contact: _________________________________ Contact: ___________________________ Address: _________________________________ Address: ___________________________ City, State, Zip:____________________________ City, State, Zip: _____________________ Phone:___________________________________ Phone: _____________________________ Fax:______________________________________ Fax: _______________________________ E-mail: ___________________________________ E-mail: _____________________________
This BROKER AGREEMENT (the “Agreement”), dated as of _________ 1, 200[_], by and between __________________________, a _________ [corporation][limited liability company][other corporate form], having an office at ____________________________(the “Broker”), and B + Mortgage office at 18 Technology Drive, suite 138, Irvine, CA 92618
W I T N E S S E T H:
WHEREAS, the Broker is engaged in the business of taking applications for residential mortgage loans aiding and assisting Borrowers in the pre-qualification for mortgage loans, choosing a mortgage product and completing an application and processing those applications on behalf of others in exchange for a fee or other consideration and B + mortgage extends credit to Borrowers for residential mortgage loans (the “Mortgage Loans”); NOW, THEREFORE, in consideration of the promises and mutual agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Broker and B + mortgage agree as follows:
ARTICLE I DEFINITIONS Section 1.1 Defined Terms. For purposes of this Agreement the following capitalized terms shall have the respective meanings set forth below. “Borrower” means the person or persons who submit an application to Broker, receive a Mortgage Loan, and are liable on a note to B + mortgage. “Closing” means the funding of a Mortgage Loan by B + mortgage or its assigns. “Mortgage” means a valid and enforceable mortgage, deed of trust or other instrument pledging property as security for payment of a Note. “Mortgage Loan” means a loan or revolving line of credit secured by a first or subordinate lien on a one to four family dwelling, which loan is subject of this Agreement, evidenced by a Note and secured by a Mortgage, and including the Mortgage Loan documents and all other instruments evidencing and/or securing a Borrower’s indebtedness.
“Mortgage Loan Program” means a type of Mortgage Loan which can be offered to prospective Borrowers as an eligible Mortgage Loan under the terms of this Agreement. “Note” means a valid and enforceable promissory note or other instrument which evidences a Borrower’s obligation to repay a Mortgage Loan. “Underwrite” or “Underwriting” means the examination of a Borrower’s application, credit history, income and financial resources for the purposes of determining whether to extend credit to a Borrower.
ARTICLE II DUTIES OF THE BROKER Section 2.1 Origination. Broker, in its discretion, and at its sole expense, may submit to B + mortgage on behalf of a prospective Borrower’s application for a residential First Mortgage Loan which conforms to all the requirements of the specific Mortgage Loan Program at the time the application is submitted. The acceptance or processing of any loan application shall not be construed as a commitment by B + mortgage to fund the Mortgage Loan. Broker, if previously approved in writing by B + mortgage, may also submit closed Mortgage Loans for purchase by B + mortgage. The decision to approve any loan application or to purchase any closed Mortgage Loan shall be in the sole discretion of b + mortgage. Section 2.2 Compliance with Policies. Broker shall comply with the terms of this Agreement and all of B + mortgage’s policies and procedures in conjunction with the registration of Mortgage Loan applications for residential mortgages under B + mortgage’s programs. Broker shall be responsible for determining whether an application meets the terms and requirements of the programs provided and B + mortgage shall have no obligation to register a loan which does not comply with those terms and requirements. Broker shall strictly adhere to the Mortgage Loan pricing policies set forth by B + mortgage and may only modify such criteria with the express written approval of B + mortgage. Section 2.3 Documentation. Each Mortgage Loan application must be in accordance with B + mortgage’s program guide and be on forms acceptable to B + mortgage. Broker shall submit to B + mortgage for each registered Mortgage Loan the application signed by the applicant and such credit, financial and other information necessary for B + mortgage to investigate, underwrite and fully review the application. Broker shall assist B + mortgage in obtaining any additional information needed by B + mortgage or to otherwise facilitate the closing of the Mortgage Loan transaction. Broker shall maintain a complete and accurate account, satisfactory to B + mortgage, of all funds collected and paid relating to the Mortgage Loans. The contents of all Mortgage Loan packages submitted to B + mortgage shall immediately become the property of B + mortgage, and all information therein may be subject to B + mortgages independent verification; provided, however that any investigation by B + mortgage of such information shall in no way release the Broker from its duties pursuant to this Agreement. 2
Section 2.4 Broker Duties. In addition to obtaining the information from the Borrower and completing the Mortgage Loan application, the Broker shall perform all of the following services: a. take all information from the Borrower and complete the Borrower’s Mortgage Loan application; b. analyze the prospective Borrower’s income and debt and pre-qualifying the prospective Borrower to determine the maximum mortgage amount for which the prospective Borrower qualifies; and c. educate the prospective Borrower in the home buying and financing process, advising the Borrower of the different types of Mortgage Loan products available, and demonstrating how closing costs and monthly payments would vary under each product; d. collect financial information (tax returns, pay stubs, bank statements) and other related documents that are part of the income verification process; e. order employment verification and deposit verifications; f. order mortgage and other loan information; g. order appraisals; h. order inspections and engineering reports; i. except as prohibited by state law, provide disclosures (Truth in Lending, Good Faith Estimate and all other legally required disclosures) to the Borrower; j. assist the Borrower in understanding credit discrepancies and other Mortgage Loan problems; k. maintain regular contact with the Borrower, realtor(s) and B + mortgage, between application and closing to apprise them of the status of the application and to gather any additional information as needed; and l. order all necessary legal documents; m. participate in the Mortgage Loan closing. 3
Section 2.8 Agreement with Credit Information Providers. Broker shall enter into an agreement with a third party approved by B + mortgage for obtaining Borrower credit information. Broker understands that this service is provided solely through an independent 4
contract between the Broker and such third party and B + mortgage has no obligation to provide such service nor any liability with regards to the information provided by such third party or the relationship created pursuant to the such agreement. Broker hereby acknowledges and agrees that upon receipt of Broker’s signed agreement with such credit provider, Broker consents to B + mortgage providing access to all necessary documentation regarding Broker to such credit provider that Broker selected. Broker agrees that B + mortgage shall have no obligation or liability with regards to the sharing of such information and by signing this agreement, Broker hereby consents to such actions by B + mortgage. Broker shall strictly comply with all applicable laws and regulations regarding the access of consumer credit, including but not limited to the Fair Credit Reporting Act and its implementing regulations. Notwithstanding anything in this Section to the contrary, Broker acknowledges and agrees that B + mortgage may receive certain consideration pursuant to Broker’s relationship with such third party credit provider. B + mortgage shall provide a list of approved credit providers to the Broker upon request. In no case may B + mortgage access credit for a Broker without the written authorization from such Broker that B + mortgage may act on its behalf. Section 2.9 MARI and MIDEX Release. Broker understands that B + mortgage performs quality control reviews of the Mortgage Loans that Broker submits to B + mortgage. Broker hereby consents to the release of information about any loans application that is believed to contain misrepresentations and/or irregularities. Broker agrees and gives its consent that it and its employees may be named, as the originating entity or loan officers on such loans, whether or not Broker or its employees are implicated in the misrepresentations and/or irregularities. Broker hereby releases and agrees to hold harmless B + mortgage, Mortgage Asset Research Institute, Inc. (“MARI”), all Mortgage Industry Data Exchange (“MIDEX”) subscribers and any trade associations that endorse the MIDEX system from any and all liability for damages, losses, costs, and expenses that arise from the reporting or use of any information submitted by B + mortgage or any other MIDEX subscriber to MARI, recorded in the MIDEX system, and used in any way by B + mortgage or any other MIDEX subscriber. ARTICLE III BROKER COMPENSATION Section 3.1 Fees on Funded Mortgage Loans. All broker compensation due to the Broker in connection with the application for or the processing, making or closing of any Mortgage Loan may be deducted from the proceeds of the Mortgage Loan and will be paid upon completion of all Mortgage Loan documentation in accordance with the Mortgage Loan closing instructions. Broker agrees to charge only such fees for its services and such expenses as are permitted by applicable law. No consideration of any kind shall be due or payable on any Mortgage Loan transaction unless and until 48 hours after confirmation that the Mortgage Loan has been funded and closed by B + mortgage. Section 3.2 No Additional Fees. Broker represents and warrants that Broker shall be responsible for all costs and expenses of Broker and Broker’s service providers, including but not limited to third party credit providers, and B + mortgage shall have no responsibility for all liability therefore; and that Broker has not advanced funds to or induced, solicited or knowingly 5
received any advance of funds from an applicant or any other party, directly or indirectly for the payment of any amount required to be paid with respect to the Mortgage Loan package. Section 3.3 Fees on Non-Funded Mortgage Loans. No broker compensation will be due and payable from B + mortgage to Broker if the proposed Mortgage Loan is not accepted and funded by B + mortgage. Section 3.4 Early Pay-Off Premium Reimbursement. If a premium is paid by B + mortgage to Broker for a Mortgage Loan, and such Mortgage Loan is prepaid within 90 days after the initial payment date on such Mortgage Loan, Broker shall, upon demand by B + mortgage, refund such premium to B + mortgage. Such payments shall be due to B + mortgage within 30 days of written notice. ARTICLE IV BROKER REPRESENTATIONS AND WARRANTIES Section 4.1 Authority. Broker has the full power, authority and capacity to enter into this Agreement and to perform the obligations required of it hereunder. The execution and delivery of this Agreement all documents, instruments and agreements required to be executed by Broker pursuant hereto, and the consummation of the transactions contemplated hereby, have each been duly and validly authorized by all necessary action of Broker. Broker acknowledges and agrees that B + mortgage does not accept any Mortgage Loans closed pursuant to a cobroker arrangement. Section 4.2 Binding Obligation. This Agreement has been duly authorized, executed and delivered by Broker and constitutes a valid and binding obligation of Broker enforceable in accordance with its terms. The performance of Broker’s duties under this Agreement will not violate the provisions of Broker’s organizational documents, and agreement to which it may be a party or any court order, judgment or decree to which it may be subject. Section 4.3 Verification of Mortgage Loan Documents. All information submitted by Broker to B + mortgage with regard to the Mortgage Loan applications, including all written materials, are represented and warranted by the Broker to be true, correct, currently valid and genuine. All Mortgage Loan documents submitted to Lender are genuine and complete in all respect, and enforceable in accordance with their terms. No advance fee, note, loan, postdated check or other form of compensation or obligation were taking in communication with any Mortgage Loan by the Broker. All other representations as to each such Mortgage Loan are true and correct and meet the requirements and specifications of all parts of this Agreement. The closing of a Mortgage Loan by B + mortgage shall in no way relieve Broker from or constitute a waiver of any of the requirements of this Agreement for any Mortgage Loan or from the representations and warranties made as to every Mortgage Loan under the terms of this Agreement. Section 4.4 Duly Licensed. Broker possesses all necessary licenses, permits and authority to conduct a mortgage brokerage business and to engage in the activities contemplated by this Agreement. 6
Section 4.5 Notice of Actions. Broker shall advise B + mortgage, in writing, of any pending or threatened action, by way of a proceeding or otherwise, to revoke or limit any license, permit, authorization or approval issued or granted by any federal, state or local government or quasigovernmental body, or any agency or instrumentality 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 the event Broker receives any complaints with respect to any Mortgage Loan, Broker shall immediately notify B + mortgage of the complaint. Further, if the complaint is in a written form, Broker upon its receipt to the writing shall immediately forward it to B + mortgage. Broker shall fully cooperate with B + mortgage to resolve any disputes with B + mortgage’s customers. Section 4.6 Absence of Claims. Except as previously disclosed by Broker to B + mortgage in writing, there is not pending or threatened any suit, action, arbitration, or legal, administrative, or other proceeding or governmental investigation, nor has there been any allegation of fraud or high delinquencies by another lender, against Broker or its current or former agents or employees. Section 4.7 No Untrue Statements. The Mortgage Loan package does not contain any false, fraudulent, inaccurate or erroneous information or statements, and does not omit any material facts necessary to make any statement or information included in the Mortgage Loan package true, accurate and understandable. Section 4.8 Control of Documents. Except where the Borrower has been asked to submit Mortgage Loan documents directly to Broker, no Borrower shall have had in its direct or indirect possession or control any completed credit, income, employment or deposit verification document. Section 4.9 Ownership. Broker shall have no direct or indirect ownership interest or financial interest in any property serving as security for a Mortgage Loan, in any title company, escrow company or notary providing settlement services on a Mortgage Loan, nor shall Broker have any financial interest, whether evidenced by ownership or debt, in any property servicing as security for a Mortgage Loan at any time prior to funding of the Mortgage Loan by B+ mortgage, except with the prior written consent of B + mortgage or with respect to the seller of the property in the case of the Mortgage Loans sought by a Borrower buying the property. Section 4.10 Compliance with Laws. With respect to each Mortgage Loan submitted by Broker and funded by B + mortgage, Broker has complied with all laws and regulations applicable to it as a mortgage broker, and as a loan correspondent under HUD regulations, including, but not limited to, the Real Estate Settlement Procedures Act and Regulation X, the Truth in Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B and all other applicable local, state and federal laws and regulations. Broker agrees that it will deliver to B + mortgage upon demand, evidence of compliance with all such requirements. Section 4.11 Valid Documents. All documents submitted to B + mortgage are in every respect valid and genuine, being what on their fact they purport to be and all information (credit 7
or otherwise) submitted in connection with each such Mortgage Loan package is true and accurate. Section 4.12 Sale of Loans. Broker has no knowledge of any circumstances or conditions with respect to any Mortgage Loan, mortgaged property, mortgage or mortgagor’s credit standing that can be reasonably expected to cause any governmental, quasi-governmental or private institutional investors to regard any Mortgage Loan as an unacceptable investment, cause any Mortgage Loan to become delinquent, or adversely affect the value of the security or marketability of the Mortgage Loan. Section 4.13 Consent to Share Information with Affiliates. Broker hereby consents to the sharing of certain information received by B + mortgage by executing the consent set forth in Exhibit A. Section 4.14 Net Tangible Benefit. Broker hereby represents that all Loans submitted to B + mortgage will have a demonstrated tangible net benefit to the borrower. Benefits may include, but are not limited to, rate/term reduction, cash out, debt consolidation. Section 4.15 Compliance with Policies. Broker acknowledges that it understands and agrees to abide by B + mortgage’s terms of Loans, including but not limited to understanding that: ( i ) B + mortgage offers all products both with and without a Prepayment Penalty and when a consumer chooses a product with a prepayment penalty, it is with a reduced interest rate; (ii) any security instruments used do not contain arbitration agreement clauses or provide for increased interest rates after default; (iii) B + mortgage will not make loans to borrowers without regard to their mortgage repayment ability; (iv) B + mortgage will not make loans to Borrowers who lack adequate residual income; and (v) B + mortgage will not require or allow any credit life policy to be financed at loan closing.
ARTICLE V PURCHASE OBLIGATIONS Section 5.1 Responsibility for Fraud; Purchase Obligation. Broker shall not submit any application or other Mortgage Loan document containing fraud 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 the Broker, its employees or licensees, or the Borrower, or any other third party involved in the origination of the Mortgage Loan. Broker shall purchase any Mortgage Loan if fraud has occurred in the origination of the Mortgage Loan. Broker understands and agrees that in the event that B + mortgage reasonably believes misrepresentations or fraud, including but not limited to instances of misstatements and/or inconsistencies generated either by Broker, with Broker’s knowledge, or should have been discovered upon Broker’s reasonable diligence, exists in an application or other related document, then B + mortgage may report such misrepresentation or fraud to the appropriate state and federal regulatory authorities, law enforcement agencies and fraud databases. Broker acknowledges the importance of B + mortgage’s right, and necessity to disclose such information. Broker waives any and all claims for liability, damages and equitable or administrative relief in connection with B + mortgage’s disclosure of such information. Section 5.2 General Purchase Obligation. Broker agrees to purchase from B + mortgage any Mortgage Loan made pursuant to this Agreement, upon the terms and conditions set forth herein, in the event that Broker has breached any of the terms of this Agreement. Broker shall purchase any Mortgage Loan required to be purchased pursuant to this Agreement, within ten (10) days after Broker’s receipt of written demand for purchase from B + mortgage. The purchase price for any Mortgage Loan that Broker is required to purchase hereunder shall be an amount equal to the sum of (a) the then unpaid principal balance of the Mortgage Loan; (b) accrued interest through the date of purchase; (c) all unreimbursed advances and extraordinary costs and expenses incurred by B + mortgage with regard to such Mortgage Loan during the life of the Mortgage Loan; (d) all other costs and expenses incurred by B + mortgage including penalties incurred by B + mortgage from any investor, or servicer and reasonable attorneys’ fees incurred in connection with the purchase; and (e) any fees paid by B + mortgage, including but not limited to all fees and costs paid to Broker and/or other parties for goods and services rendered in connection with the origination and closing of such Mortgage Loan. Upon any purchase of a Mortgage Loan by broker, B + mortgage shall endorse the Note and shall assign the Mortgage in recordable form to Broker, without representations and warranties, whether express or implied and without recourse to B + Mortgage. ARTICLE VI GENERAL Section 6.1 Survival. This Agreement and the warranties, representations and covenants contained herein and Broker’s liability to B + mortgage of any nature or kind, with respect to Mortgage Loans funded by B + mortgage shall survive the termination or cancellation of this Agreement, the sale or assignment of any Mortgage Loan and the foreclosure of any Mortgage Loan. B + mortgage may rely upon Broker’s warranties, representations and covenants, irrespective of any knowledge B + mortgage may have, and Broker shall not be relieved of any liability to B + mortgage unless B + mortgage waives, in writing, a breach of any warranty or representation. 9
Further, Broker shall not be relieved of any liability to B + mortgage as a result of, nor may Broker assert a claim or defense based on, B + mortgage’s approval of the form of the Mortgage Loan documentation. Section 6.2 Independent Contractors. Nothing in this Agreement shall be construed as making Broker a joint venturer with, or a partner, representative, employee or agent of, B + mortgage. Broker shall not hold itself out as such, nor shall Broker use B + mortgage’s name in any advertising without B + mortgage’s prior written consent. Broker shall at no time represent to any person, agency or entity that it has any relationship with B + mortgage other than one of an independent contractor. Broker may not ever take any action on behalf of B + mortgage that is not described herein. Broker is an independent contractor, and Broker shall determine the method, details and means of performing all services described in this Agreement. Section 6.3 Indemnification. Broker shall indemnify and hold B + mortgage harmless from and against any and all loss, claim, damage, liability and cost sustained or incurred by B + mortgage, including all costs and reasonable attorney’s fees and costs, arising out of or based upon the inaccuracy or breach of any warranty or representation made by broker in this Agreement, the breach by Broker of any obligation or covenant to be performed by it under this Agreement, or any claim by a Mortgage Loan applicant arising our of a failure or refusal to fund a Mortgage Loan. In the event of any claim against B + mortgage or Broker by a Mortgage Loan applicant, B + mortgage shall have the exclusive right to determine the conduct and defense of such legal proceeding or investigation with such Mortgage Loan applicant including, without limitation, the right to compromise, settle, defend or continue any such action. B + mortgage shall have the right, but shall be under no obligation, to assume the legal defense of Broker, and Broker shall pay B + mortgage its reasonable share of legal costs and expenses. Section 6.4 Limited Power of Attorney. Broker irrevocably appoints B + mortgage as its attorney-in-fact with full power of substitution for and on behalf of Broker for the limited purpose of endorsing any checks, instruments or other papers representing payments on Mortgage Loans funded by B + mortgage. B + mortgage shall be permitted to complete, execute, deliver and record any assignment or other document, to endorse any Mortgage Loan note in the name of Broker and do every act or thing necessary or desirable to effect transfer of a B + mortgage funded Mortgage Loan note or mortgage or any related collateral to protect the interest of B + mortgage in the collateral for the Mortgage Loans. Section 6.5 Termination. This Agreement may be terminated at any time by mutual agreement of the parties or upon written notice by one party to the other. In the event that notice of termination has been communicated to Broker, B + mortgage shall not be obligated to fund any pending Mortgage Loans originated by Broker. Section 6.6 Notices. Except as to routine business matters, any and all communications between the parties hereto or notices provided herein to be given shall be delivered in person or sent by certified or registered mail, return receipt requested, at the address set forth below. Section 6.7 Assignment. B + mortgage shall have the right to assign or transfer this Agreement and its duties, obligations or rights hereunder. Broker may not assign this Agreement or its duties hereunder. A change in the ownership of, or merger or consolidation of, Broker, or 10
the sale by Broker of substantially all its assets, shall be considered an assignment for the purposes of this Agreement. In the event that B + mortgage assigns any of its right in the applications and/or Mortgage Loans made pursuant to this Agreement, such assignee shall have the same rights as B + mortgage with respect to this Agreement. Section 6.8 Solicitation. Broker shall not solicit or cause to be solicited any Borrower for the purpose of prepaying a Mortgage Loan in whole or substantially in whole for a period of twelve (12) months after the closing of such Mortgage Loan by B + mortgage except with the written permission of B + mortgage and provided that nothing in this paragraph will prevent Broker from general solicitations in the marketplace for Mortgage Loans. Broker shall pay a fee with respect to any Mortgage Loan that pays off or otherwise liquidates (an “Early Repayment”) within either (i) 60 days after the date the Mortgage Loan was funded or (ii) 120 days after the date the Mortgage Loan was funded if Broker is the procuring cause of the Early Repayment. The fee shall be the amount of the yield spread premium B + mortgage paid to Broker for each such Mortgage Loan that is an Early Repayment. B + mortgage shall notify Broker in writing of the amount due with respect to any Early Repayment. If payment is not promptly received by B + mortgage , the amount owing may be setoff against any amount due to Broker from B+ mortgage . Section 6.9 Confidentiality. Broker understands that all information provided to Broker in connection with this Agreement is “Confidential Information” and is proprietary to B + mortgage. Broker agrees to keep in confidence and not disclose to any third party, duplicate, or use for the benefit of any third party, any information given to Broker, and agrees to return all documents and other media containing such information to B + mortgage upon termination of this Agreement. “Confidential Information” may also include, without limitation, 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 B + mortgage in various forms, which information is used or is useful in the conduct of B + mortgage ’s business including B + mortgage’s origination, purchase, and sale of mortgage products and the subject matter of this Agreement. Broker may use Confidential Information of B + mortgage only (i) in connection with performance under this Agreement, and (ii) in compliance with applicable laws and regulations. Except as described in this Agreement, Broker shall not copy Confidential Information or disclose Confidential Information to persons who do not need Confidential Information in order to perform under this Agreement. Broker shall maintain an appropriate information security program (in accordance with the Gramm Leach Bliley Act (codified at 15 U.S.C. § 1681 et seq and/or any other applicable requirements) to prevent the unauthorized disclosure, misuse, alteration or destruction of Confidential Information. Confidential Information shall be returned to B + mortgage upon termination of this Agreement. Broker further agrees not to sell, transfer or otherwise give to any person or firm, or otherwise use, directly or indirectly, any compilation or list of B + mortgage ’s Borrowers. 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. If requested by B + mortgage , any employee, representative, agent or subcontractor of Broker shall enter into a nondisclosure agreement with B + mortgage to protect the Confidential Information of B + mortgage. A breach of Broker’s 11
confidentiality obligations may cause B + mortgage to suffer irreparable harm in an amount not easily ascertained. The parties agree that such breach, whether threatened or actual, will give B + mortgage the right to obtain equitable relief and pursue all other remedies said party may have at law or in equity. Section 6.10 Entire Agreement. This Agreement and all attachments hereto constitutes the entire agreement between the parties and supersede all prior and contemporaneous agreements, representations and understandings. No supplement, modification or amendment shall be binding unless executed in writing by bother parties. Section 6.11 Right to Offset. Amounts owned by Broker to B + mortgage under this Agreement may, at B + mortgage’s option and in its sole discretion, be offset by B + mortgage against any payments then or thereafter owned by B + mortgage to Broker. Section 6.12 Applicable Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri without giving effect to principles of conflict of laws. Section 6.13 Submission to Jurisdiction. The parties, each submits for itself and its property in any legal action or proceeding relating to this Agreement, or any amendment thereto, or for recognition and enforcement of any judgment in respect thereof, to the exclusive general jurisdiction of the courts of the State of Missouri in the city of Kansas City, federal courts of the United States of America for the Western District of Missouri and appellate courts from any thereof. Section 6.14 Delay-No-Waiver. No delay in the exercise or the failure to exercise any right, power or remedy afforded B + mortgage through any breach or default of Broker under this Agreement or any acquiescence by B + mortgage to any breach or default, shall impair any right, power or remedy of B + mortgage, nor shall any waiver of any single breach or default be deemed a waiver of any breach or default thereafter occurring. Section 6.15 Release of Liability. Broker hereby discharges and releases B + mortgage, its parent companies, subsidiaries and affiliates, and their present and future directors, 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, attorneys’ fees, costs and expenses of suit, liabilities and judgments of whatsoever kind (a “Claim”), by reason of any act or omission relating to B + mortgage’s or such other party’s use of any Application or verification of any information contained therein. Broker further indemnifies and agrees to defend and hold B + mortgage harmless 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. Section 6.16 Severability. If any provision or part of this Agreement is deemed invalid or unenforceable under applicable laws, the remainder of this Agreement shall not be affected thereby, and shall be fully enforceable to the extent of the valid portions thereof. Section 6.17 Signatures. For the purposes of this Agreement and any exhibit hereto, facsimile and electronic signatures are sufficient to bind the parties and will be deemed to be 12
original signatures for all purposes. Electronic signatures will only be sufficient so long as the Broker completes all required fields on the B + mortgage application and provides such information and electronic signature with the intent to enter into this Agreement. Section 6.18 Facsimiles. Broker hereby consents to receive certain communications from B + mortgage Mortgage, Inc. via facsimile. Please note that certain applicable laws do not require this from the Broker. B + mortgage. considers all inquiries for a broker application as an established business relationship and may provide communications to the Broker pursuant to that relationship, unless otherwise notified by the broker that He/she does not wish to receive such communications. If a Broker wishes to opt-out of receiving any materials via facsimile then it must follow the appropriate opt-out procedures as noted on such materials. Section 6.19 Miscellaneous. Neither this Agreement nor any term hereof may be changed, waived, discharged or terminated except by a writing signed by the party against which enforcement of such change, waiver, discharge or termination is sought. This Agreement may be signed in any number of counterparts, each of which shall be deemed an original, which taken together shall constitute one and the same instrument.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers as of the date first above written.
B + mortgage ( B Plus mortgage)
By:____________________________________ Name: Title: [BROKER] By: ____________________________________ Name: Title:
CONSENT This Consent is made as of this __ day of __________, (200 ) by ___________________, a duly organized ________________ corporation (the “Company”) for the benefit of B + mortgage Mortgage, Inc., B + mortgage Home Mortgage, Inc. and B + mortgage Capital, Inc., and any members of B + mortgage’s corporate family (collectively, “B + mortgage” and “B + mortgage Affiliates”). WHEREAS, the Company has provided certain information to B + mortgage (“Company Information”); and WHEREAS, the Company consents to B + mortgage sharing Company Information with other B + mortgage Affiliates for the purpose of, including but not limited to, offering additional products and services to Company and reducing the burden of Company to provide duplicative information to B + mortgage Affiliates. NOW, THEREFORE, the Company agrees to execute this Consent on the terms and conditions set forth below: 1. Company hereby consents to the sharing of certain Company Information received from Company’s application, Company identification records, financial records, transaction and related business experience, and other personal information, including but not limited to any information obtained from an application or credit report, by B + mortgage with other B + mortgage Affiliates. Company hereby consents that by executing this Consent, such Company has received the opportunity to opt-out of sharing the Company Information as required by any applicable law. Company hereby acknowledges that by this Consent it is acknowledging the information shared may be used for B + mortgage to market additional products, analyze the Company’s creditworthiness and other business purposes as determined by B + mortgage Affiliates. Company hereby acknowledges and agrees that this Consent may be terminated at any time at the Company’s discretion, upon 30 days written notice to Mortgage. This Consent shall be governed by, and construed in accordance with the laws of Missouri, without reference to choice of law principles. This Consent shall be binding upon the successors and assigns of the Company and B + mortgage. No amendment or waiver of any provision of this Consent shall be effective unless the same shall be in writing and signed by Company and B + mortgage and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which it was given. IN WITNESS WHEREOF, the parties hereto have caused this Consent to be duly executed by their respective officers duly authorized as of the date hereof.
By: ___________________________ Name:_________________________ Title: __________________________