THIS MORTGAGE BROKER AGREEMENT(“Agreement”) is made and entered into this day
Date
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by and between
First Name
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Last Name
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(“Broker”), its successors and assigns and Redstone Funding (“Lender”), (collectively, the “Parties”). In consideration of the mutual promises and covenants herein, Broker and Lender hereby agree as follows: RECITALS 1. Lender hereby authorizes Broker to submit mortgage loan applications and other documentation related to a mortgage application (or a “Loan Submission Package”) based on Lender’s application program, policies, procedures and pricing information, as amended from time to time. BROKER RESPONSIBILITIES 2. Broker agrees to deliver to Lender Loan Submission Packages that are taken by Broker in accordance with all applicable federal, state and local requirements. Broker covenants that it shall: (a) comply with the Equal CreditOpportunity Act (“ECOA”) and its Regulation B, and with the Fair Housing Act, in Broker’s pre- and post- qualification communications with any and all applicants; (b) comply with 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; (c) comply with the Real Estate Settlement Procedures Act(“RESPA”) and its Regulation X with respect to the mortgage loan application and settlement process; and (d) comply with all Federal Housing Administration (“FHA”) requirements and regulations. 3. Upon receipt of a Loan Submission package from Broker, Lender shall underwrite and approve or deny Loan Submission Package on the basis of Lender’s underwriting criteria, rules and regulations, and secondary market standards. Nothing herein constitutes any representation or commitment of Lender that it will extend credit to any applicant, and Lender’s determination as to the credit-worthiness of any applicant is final and conclusive as to the parties. A mortgage loan resulting from Broker’s submission of a Loan Submission Package (“MortgageLoan”) shall be closed in the name of Lender and, subject to Broker’s right to the fee as set forth herein, Broker agrees to assign to Lender, at the time of closing of a Mortgage Loan, all right, title and interest in and to the Loan Submission Package and related documents. Broker shall accurately prepare eachMortgage Loan application contained in a Loan Submission Package in accordance with Lender’s policies and procedures in effect at the time such application is made. COMPENSATION 4. In following Truth-in-Lending,(TILA), and Regulation Z, all mortgage brokers and/or loan originators are subject to the following: a) Payments to Broker/LoanOriginator are prohibited that are based on the loan’s interest rate or other terms. Compensation that is based on a fixed percentage of the loan amount is permitted. b) Payments to Broker/Loan Originator are prohibited from creditor or other person if payments are received directly from a consumer. c) Steering a consumer to a lender offering less favorable terms, in order to increase the Broker/Loan Originator compensation, is prohibited. d) Broker/Loan Originator agrees to provide a safe harbor to facilitate compliance. Safe harbor is met if the consumer is presented with loan offers for each type of transaction in which the consumer expresses an interest and the loan options presented to the consumer include the following: i. The lowest interest rate for which the consumer qualifies; ii. The lowest points and origination fees and iii. The lowest rate for which the consumer qualifies for a loan with no risky features. 5. Notwithstanding any other provision of this Agreement, Broker shall not be entitled to receive any fees from an applicant or lender in connection with a MortgageLoan if Broker is no longer approved, licensed or registered or if Broker is suspended from transacting business by a state or federal agency unless express prior written permission is given by Lender. Further, upon cessation of business, Broker shall not be entitled to collect any fees from Lender or applicant if applicant has not yet executed loan documents in connection with an active (not withdrawn) Loan Submission Package previously submitted by Broker. 6. Lender shall not be responsible for the collection of any fees owed by an applicant to Broker in connection with a Loan Submission Package. Broker shall be wholly responsible for any collection of fees owed to Broker by an applicant. 7. To comply with loan originator compensation rules, the level of broker compensation must be uniform regardless of whether it is lender-paid or borrower-paid. REPRESENTATIONS AND WARRANTIES OF BROKER 8. As an inducement to Lender to enter into this Agreement and to consummate the making of each MortgageLoan related to any Loan Submission Package submitted by Broker, Broker represents and warrants to Lender as follows, as of the date of execution hereof and the date of each mortgage application which is delivered by Broker to Lender for approval: a) If a corporation, Broker is a corporation, and if a partnership, Broker is a partnership, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Broker is properly licensed, or is exempt or partially exempt, and qualified to transact business in all jurisdictions where it originates mortgage loans and to conduct all activities contemplated by this Agreement. Specifically, Broker maintains a lender’s and/or broker’s license to originate first and/or second lien residential mortgage loans as may be required by applicable legal requirements. b) Broker has all requisite corporate power, authority and capacity to enter into this Agreement and to perform its obligations hereunder. The execution and delivery of this Agreement and any related agreements and instruments and the consummation of the transactions contemplated hereby and thereby, each have been duly and validly authorized by all necessary corporate action. c) Broker shall comply with all provisions set forth in any present or future guide, manual, policy, procedure, announcement, or other communication (collectively, “Guidelines”) provided by Lender to Broker. Any violation by Broker of the Guidelines shall be considered a violation of the Agreement. Any amendment to any present or future Guidelines shall be made via electronic communication, which may include the posting of any amendment to any present or future Guidelines onLender’s broker website. An amendment to any Guidelines or any new Guidelines shall be considered accepted by Broker upon Broker’s submission of a Loan Submission Package subsequent to the date of the communication. d) There is no litigation, suit, proceeding or investigation pending or threatened before any court of law or administrative agency (state or federal), other than the litigation, suits, proceedings, or investigations disclosed onBroker’s application for approval by Lender,(i) which, individually orin the aggregate may result in any material adverse change in the business, operations, financial condition, or assets of the Broker or in any impairment of the right or ability on the part of the Broker to perform under this Agreement;(ii)relating to fraud; and(iii)relating to predatory lending, or the Broker’s brokering practices. No representation, warranty or written statement made by or on behalf of Broker in this Agreement, or in any written or verbal communication made to Lender in connection with the transactions contemplated hereby, contains, or will contain, any untrue statement of a material factor omits, or will omit a material fact necessary to make the statements contained here in or therein not misleading. e) Broker agrees to comply with all other federal, state or local governing authorities, including but not limited to, Fannie Mae (FNMA), Freddie Mac (FHLMC), and Ginnie Mae (GNMA). f) The Broker does not believe and has no reason or cause to believe that it cannot perform each representation, warranty, and covenant contained in this Agreement. g) Broker shall at all times comply with all applicable federal, state and local anti-money laundering laws, orders and regulations to the extent applicable to Broker, including without limitation, the USA Patriot Act of 2001, the Bank Secrecy Act and the regulations of the Office of Foreign AssetControl (“OFAC”). REPRESENTATIONS AND WARRANTIES AS TO THE MORTGAGE LOANS 9. As an inducement to Lender to enter into this Agreement and to consummate the making of each MortgageLoan related to a Loan Submission Package submitted byBroker, Broker represents and warrants to Lender as follows, as of the date of execution hereof and the date of eachLoanSubmission Package delivered by Broker to Lender for approval: not limited to: a) Broker will comply with all applicable local, state, and federal laws, rules and regulations, including, but i. Broker will not submit a Loan Submission Package for and Lender will not originate “high cost” loans under the HomeOwnership andEquity Protection Act of 1994(“HOEPA”) or a ”high cost,” “predatory,” “threshold,” “covered,”or “abusive” loan under any applicable state, federal or local, law, regulation, or ordinance relating to such loans(or similarly classified loans using different terminology under a law, regulation, or ordinance imposing heightened regularity scrutiny or additional legal liability for residential mortgage loans having high interest rates, points and/or fees.) ii. Broker shall provide any additional documentation requested by Lender in connection with a “higher priced mortgage loan” as defined under Regulation Z, which implements the federal Truth in LendingAct(“TILA”), and in connection with any similarly classified loans using different terminology under a law, regulation, or ordinance imposing heightened regulatory scrutiny or additional legal liability for residential mortgage loans. iii. Broker shall not submit a Loan Submission Package for a loan product where the applicant for the mortgage loan will not receive a tangible net benefit. iv. Broker shall comply with all disclosure requirements under local, state, or federal laws, regulations and ordinances. Broker shall provide all applicants with all applicable disclosures in compliance with all delivery requirements contained in local, state or federal laws, regulations, or ordinances, or in compliance with Lender’sGuidelines. Further, Broker represents and warrants that all disclosures provided by Broker to an applicant shall be dated the date that the disclosure was provided (the date placed in the U.S.Mail or placed in the care of a commercial courier service for overnight delivery, or emailed, sent via facsimile, or personally delivered to the applicant. v. Broker shall comply with all applicable fee restrictions and requirements under local, state, or federal laws, regulations, or ordinances. Broker shall also comply with all applicable fee restrictions and requirements of the FederalNational MortgageAssociation (Fannie Mae or FNMA), FederalHomeLoan MortgageCorporation(Freddie Mac or FHLMC), FederalHousing Authority (FHA) or Housing andUrban Development(HUD), Ginnie Mae (GNMA) and any other federal agency or quasi-governmental agency. vi. Broker shall comply with any fee restrictions and requirements under Lender’sGuidelines, including any applicable cap on fees charged by Broker. vii. Broker shall not submit a Loan Submission Package to Lender for a Mortgage Loan that refinances a “special”mortgage(including but not limited to, reverse mortgages, mortgages with discounted interest rates or special terms, loans by charitable, religious or state or local agencies.) b) Each mortgage application, submitted as part of a Loan Submission package, has been submitted in compliance with the requirements of this Agreement, guidelines and all applicable legal requirements. Broker has no knowledge of any circumstances or conditions with respect to any LoanSubmission Package or the related mortgaged property (the“Mortgage Property”) or loan applicant that Broker reasonably believes could be expected to cause the resulting Mortgage Loan to become delinquent or adversely affect the value or marketability of such Mortgage Loan. Broker has committed no act or omission that will impair or invalidate Lender’s interest in, or the enforceability of, any Mortgage Loan. All information and documents submitted by or on behalf of a loan applicant to Broker and by Broker to Lender pursuant to this Agreement are genuine and the information contained in such documents is true, accurate, and complete to the best of the Broker’s knowledge. c) Each Loan SubmissionPackage includes each of the documents and instruments specified by Lender to be included therewith, each of which document and instrument, and all signatures contained thereon, are genuine and enforceable in accordance with its terms. d) Broker shall not charge an applicant a fee for any services performed prior to applicant’s receipt of disclosures required to be provided under the Mortgage Disclosure Improvement Act(“MDIA”), Regulation Z, which implements the Truth in Lending Act(“TILA”) as applicable,Regulation X, which implements the Real Estate SettlementProcedures Act (“RESPA”), and any other applicable federal or state law or regulation as applicable; however, Broker may charge a reasonable fee, that complies with all applicable federal and state restrictions, for the procurement of a credit report. e) Broker shall comply with all federal and state restrictions and requirements and any restrictions and requirements contained in Lender’s Guidelines in connection with any appraisal that is part of a Loan Submission Package (regardless of who obtained the appraisal) including but not limited to, the Home ValuationCode of Conduct(HVCC), if applicable, FHA requirements/restrictions (HUD), Fannie Mae (FNMA) requirements/restrictions, Freddie Mac (FHLMC) requirements/restrictions, Ginnie Mae (GNMA)requirements/restrictions, and any other related issuances of guidelines issued by any governmental or quasi-governmental bodies related to appraisals. f) Broker shall not act as mortgage broker on a Loan Submission Package as to which the Broker or an affiliated company of the Broker provides or will provide settlement services, as defined under RESPA, including but not limited to acting as a notary, unless Broker receives the express prior written permission of Lender. g) No fraud, material error, omission, misrepresentation, negligence, or similar occurrence with respect to the Loan Submission Package has taken place on the part of the Broker. Broker shall notify Lender if Broker discovers the occurrence of any fraud, error, omission, misrepresentation, negligence, or similar occurrence by any party with respect to the Loan Submission Package. Broker shall also notify Lender immediately of any suspected fraud, error, omission, misrepresentation, negligence, or similar occurrence by any party with respect to any LoanSubmission Package. MORTGAGE INSURANCE PREMIUMS 10. Lender shall deduct from the loan proceeds the mortgage insurance premium(MIP) and shall forward to HUD such premium together with the completed mortgage insurance package. In the event that HUD issues to Broker the OTMIP Statement of Account, the MortgageInsuranceCertificate(MIC) or a suspense letter with regard to the issuance of a MIC, Broker shall forward same to Lender immediately. Broker agrees to cooperate with Lender in resolving issues relating to suspension of HUD insurance. QUALITY CONTROL PROGRAM 11. Broker shall maintain a Quality Control Program which shall be acceptable to and comply with all applicable requirements of Lender. Lender reserves the right to change its requirements for suchQualityControl Program at any time and for any reason, which such changes shall be effective upon notice to Broker, and to conduct an audit of Broker to verify the existence and implementation of suchQuality Control Program. As Lender may from time to time request, including, without limitation, during the initial due diligence and approval of Broker, Broker shall promptly provide Lender with a detailed written description of its Quality Control Program. REPURCHASE OBLIGATIONS 12. Any of the following circumstances shall be considered a “RepurchaseObligation”: a) Broker failed to observe or perform, or has breached any of representations, warranties, covenants or agreements contained in this Agreement or any applicableGuidelines with respect to any loan; b) Lender receives a repurchase notification from any third party investor and the repurchase request is based on actual fraud or misrepresentation with respect to the loan and Broker was negligent in conducting its responsibilities under this Agreement with respect to the Loan; or failed to follow standard practices which are prevalent in the mortgage banking industry; c) Broker committed fraud or misrepresentation with respect to the Loan or otherwise aided, abetted or assisted in the commission of fraud or misrepresentation by any third party with respect to the Loan or should have known such fraud was being committed and failed to act; and d) Any third party fraud or misrepresentation has occurred with respect to the Loan in which Broker either had knowledge of or any participation in. REQUEST FOR REPURCHASE; REPURCHASE PRICE; REPURCHASE PROCEDURES 13. a) Request for Repurchase. In the event of an occurrence of any repurchase obligation, upon the request of Lender, Broker hereby agrees to repurchase the related MortgageLoan(s) (or, if the related MortgageLoan(s) has been foreclosed, the related Mortgaged Property) within thirty (30) days of Broker’s receipt of Lender’s written demand for an amount equal to the Repurchase Price(as defined below). For the purpose hereof, the term“foreclosure” shall include judicial foreclosure, non-judicial foreclosure, deed in lieu of foreclosure, or any other mechanism of obtaining title to the MortgageProperty. b) Repurchase Price. The repurchase price for any MortgageLoan which Lender has requested Broker to repurchase (the “Repurchase Price”) shall be an amount equal to the sum of (a) the current unpaid principal balance of the Mortgage Loan at the time of repurchase (or at the time of the foreclosure sale date if the related Mortgage Loan has been foreclosed); (b) accrued but unpaid interest on such principal balance at the interest rate, contained in the applicable promissory note (the “Note”),from the paid-to-date of the Mortgage Loan through and including the last day of the month in which the Repurchase Price is paid; (c) all costs and expenses, including without limitation, reasonable fees and expenses of counsel, incurred by Lender as a result of Broker’s breach of this Agreement or enforcing the terms of the MortgageLoan; (d) any unreimbursed advances made by Lender, including without limitation, principal payments advanced to investors, taxes or insurance or payments authorized by the Note or the Mortgage or Deed of Trust (collectively, the “Mortgage”) or law to protect Lender’s interest in the Mortgage Loan or related Mortgaged Property; (e) any discount on sale of the property to the third party; and (f) any other fees, costs or amounts relating thereto. The Repurchase Price shall be reduced by (i) any proceeds of mortgage insurance collected by Lender with respect to the MortgageLoan that have not been applied to the unpaid principal balance and (ii) if the Mortgage Loan has been foreclosed and the Mortgaged Property has been sold to a third party, the proceeds of the sale price received by Lender net of all advances, costs and expenses, including but not limited to reasonable fees and expenses of counsel, incurred by Lender in connection with such sale. c) Repurchase Procedures. Upon Lender’s receipt of the Repurchase Price, Lender shall execute and deliver to Broker (i) an assignment of the Mortgage, an endorsement to the Note, and the related MortgageLoan files and other Mortgage Loan documents, each without representation, warranty or recourse, and (ii) if Lender previously foreclosed the Mortgage Loan and at such time then owns the MortgageProperty, a deed to the MortgageProperty, without representation, warranty or recourse, and (iii) if Lender previously foreclosed the Mortgage Loan but either sold the Mortgage Property or another buyer purchased the Mortgage Property at the foreclosure, an assignment of all deficiency obligations of the mortgagor, without representation, warranty or recourse. With respect to the servicing of any MortgageLoan(s) repurchased by Broker, Lender shall transfer such servicing, or cause such servicing to be transferred, to Broker or its designee. If the Broker is unable to service any Mortgage Loan(s) or does not have a designee for such servicing, Lender may, at its sole option, service such Mortgage Loan(s) for a fee equal to Lender’s then current rate until such time as Broker is capable of servicing such Mortgage Loan(s) or designates a successor servicer. All costs of transferring servicing of any repurchased MortgageLoan(s) from Lender to Broker or its designees shall be borne by Broker and Broker shall reimburse Lender for any costs incurred in connection therewith. Broker’s Repurchase Obligation with respect to a Mortgage Loan shall not be eliminated, reduced or otherwise modified as a result of any modification, workout or assumption of the Mortgage Loan. REQUESTFORINDEMNIFICATION; INDEMNIFICATION AGREEMENTINLIEUOF REPURCHASE 14. a) Request for Indemnification. Upon the request of Lender, Broker hereby agrees to indemnify and hold Lender and its officers, directors, employees, agents, shareholders and representatives harmless from and against any and all claims, demands, liabilities, causes of action and expenses, including attorneys’ fees actually incurred, relating to, arising out of or in connection with Broker’s breach of any representation, warranty or covenant contained herein; provided, however, that Broker shall have no obligation to indemnify Lender to the extent the claim for indemnification is based on (i) Lender’s negligence or willful misconduct or(ii) Broker’s breach of an obligation that is or was the responsibility of Lender under a processing agreement entered into between the parties. b) Indemnification Agreement in lieu of Repurchase. At Lender’s sole option and in lieu of repurchasing the related Loan(s)subject to a Repurchase Obligation, Lender may require theBroker to enter into a written indemnification agreement in a form acceptable to Lender (the“Indemnification Agreement”) which requires the Broker to indemnify Lender, including, without limitation ,reimbursing Lender for any losses incurred by Lender as a result of such RepurchaseObligation with respect to the MortgageLoan(s). EARLY LOAN PAYOFF/EARLY PAYMENT DEFAULT 15.1 Broker shall pay L ender a De fault Fee (as de fined below) with re spect to an y Mortgage Loan that meets any of the following conditions: a) Any Conventional Mortgage Loan , except for any Mortgage Loan detailed in 15.1(d), paid off within one hundred twenty (180) days of the funding date, b) Any Government MortgageLoan, except for any Mortgage Loan detailed in 15.1(d), paid off within one hundred fifty (180)days of the funding date, c) Any non-agency or jumbo loan paid off within one hundred eighty (180) days of the funding date, d) Any FHA 203k or Fannie Mae HomeStyle Renovation Mortgage loan is paid off within two hundred seventy (270) days of the funding date, or e) Any Mortgage Loan for which the borrower fails to make any of the first three (3) monthly payments required under the terms of such Mortgage Loan on or prior to the last day of the calendar month in which such monthly payment is due (“Early Payment Default”). Broker is prohibited from making payments on behalf of the borrower to prevent an Early Payment Default. Any such payment by Broker or Broker affiliate shall not relieve Broker of its obligation to pay the Default Fee. 15.2 In the event the pay off is due to a refinance by the same Broker, and the new loan is delivered back to Lender, part or all of the above requirements maybe waived upon the sole discretion of Lender. 15.3 For purposes of this section, the “Default Fee” shall be the greater of (i) all compensation Broker received from Lender as a result of the original MortgageLoan, or (ii) One Thousand Five Hundred Dollars ($1,500). Lender shall notify Broker in writing of the amount of the Default Fee with respect to any Early Payoff or Early Payment Default.Broker agrees to submit payment within fifteen (15) calendar days of receipt of such notice. If payment is not timely received by Lender, Lender may offset the Default Fee against any amount due to Broker by Lender. FIDELITY BOND AND/OR ERRORS AND OMISSIONS (E&O) POLICY 16. Broker shall maintain at all times during the term of this Agreement, at its own expense, such insurance as is required by applicable legal requirements, and that is otherwise appropriate given the nature of Broker’s business, including:(i) hazard and liability insurance,(ii) errors and omissions policy or policies where required by state law, and (iii) a blanket fidelity bond. NOTIFICATION OF CHANGE OF STATUS 17. Broker shall promptly notify Lender;(i) in the event of any substantial change in the financial condition, ownership or management of Broker,(ii) if Broker knows or has reason to believe that any information in the Loan Submission Package or other document delivered to Lender is untrue, and (iii)in the event any government or other agency has made any adverse finding or threatened or taken any adverse actions with respect to the Broker or its officers, directors or employees. Broker shall promptly notify Lender of any suspension or termination or any notice of suspension or termination of any license, registration, or approval to broker mortgage loans at the state or federal level. 18. Broker shall execute and deliver all such instruments and take all such action as Lender may reasonably request from time to time in order to effectuate the purposes and to carry out the terms of this Agreement. USE OF NAME 19. Broker shall not use Lender’s, or Lender’s affiliates’, name, brand or logo without the express prior written consent of Lender. RIGHT TO OFFSET 20. In addition to any other remedies that the parties hereto may have at law or equity, Broker shall indemnify Lender and hold Lender harmless against any and all claims, losses, liabilities, costs, expenses, damages, penalties, fines and forfeitures of any kind, including but not limited to reasonable attorneys’ fees, resulting from: (a) the breach by Broker of any representation, warranty or covenant of this Agreement or (b) the failure of Broker to comply with applicable legal requirements or Lender’s requirements. In the event that Broker fails to pay Lender any sums due hereunder, or which are owed to the Lender, Lender shall be permitted to offset such sums from any amounts which are due or become due to Broker pursuant to the terms of this Agreement. REMEDIES 21. The remedies set forth in this Agreement and the Guidelines, if any, are in addition to and not to the exclusion of any and all rights and remedies available to Lender at law or in equity including specific performance. All remedies shall be cumulative and non-exclusive. MODIFICATION OF AGREEMENT 22. Lender reserves the right to modify any provision hereof in whole or in part upon the giving of thirty (30) days’ written notice of such modification to Broker. Loan Submission Packages submitted by Broker after the end of the thirty (30) days’ notice provided for herein shall be governed by the revised provision of this Agreement. TERMINATION OF AGREEMENT 23. This Agreement shall continue in existence and effect until terminated as provided for herein. This Agreement may be terminated with respect to future mortgage applications submitted by Broker to Lender by either party at any time by giving prior written notice of termination to the other party. Such termination shall not in any respect change, alter, modify or terminate the obligations of any party, including the representations and warranties of Broker with respect to Mortgage Loans or Loan Submission Packages which have been submitted by Broker to Lender prior to the date of such termination. SOLICITATION 24. For a period of twelve (12) months following the consummation of any Mortgage Loan under this Agreement, neither Broker nor any of its affiliates, officers, employees or agents shall directly or indirectly solicit or cause to be solicited, by direct mail, telephone, email, personal solicitation or otherwise, any Mortgage Loan resulting from a Loan Submission Package for the purpose of prepaying, refinancing or modifying such Mortgage Loan in whole or part, except with the written permission of Lender. Notwithstanding the foregoing, it is understood and agreed that mass promotions undertaken by the Broker which are directed to the general public at large, provided that no segment shall consist primarily of the borrowers or obligors under the Mortgage Loans, including, without limitation, mass mailings from commercially acquired mailing lists, advertisements via radio, television, newspaper, email, shall not constitute solicitation under this Section. CONFIDENTIALITY 25. The Parties will keep confidential, and will cause their respective employees, contractors, affiliates and agents to keep confidential, any and all information obtained from the other Party which is designated as confidential, and the Parties will not use such information for any purpose other than those intended by this Agreement. PRIVACY 26. All customer information in the possession of either Party (“Customer Information”) is and shall remain confidential and proprietary information of each Party except (i) as otherwise set forth in this Agreement and (ii) information independently obtained by the Parties and not derived in any manner from information obtained under or in connection with this Agreement. The Parties agree to comply with any and all federal, state and local statutes, regulations and rules applicable to the protection and privacy of consumer information, including without limitation, the privacy provision of the Gramm-Leach-Bliley Act, 15 U.S.C. § 6801 (the “Privacy Requirements”) and implementation of appropriate measures designed to safeguard Customer Information. LENDER’S BROKER WEBSITE (BROKER PORTAL) 27. If Broker is provided access to Lender’s broker website, Broker shall comply with any and all requirements of applicable law, policies, procedures and/or terms and conditions of use related thereto, including, without limitation, the protection of passwords and maintenance of security regarding access and use of Lender’s broker website, present and future. Notwithstanding the foregoing, Broker may be required to consent to such policies and procedures, and such terms and conditions of use regarding Lender’s broker website, present and future, via a “click-through” or hard copy agreement, in which case, Broker agrees that by acceptance of such, Broker shall be legally bound thereby. Further, Broker expressly agrees that Lender may change the policies and procedures and/or terms and conditions of use governing Lender’s broker website, present and future, at any time and for any reason upon notice to Broker, and any such change shall be effective on the date specified in such notice. NOTICES 28. Any notice or demand given under this Agreement shall be in writing and shall be deemed to have been given if provided to the person or group designated below and (i) served personally, (ii) sent by prepaid, registered or certified mail, return receipt requested, or by commercial overnight courier, (iii) sent by email, or (iv) by Lender posting the notice on Lender’s broker website (currently located at www.rsmtg.com). All notices provided under this section shall be deemed to have been received: (i) on the date of such personal delivery; (ii) on the date the electronic mail [we used the term “email” above’} i s sent; (iii) on the third (3rd) business day after being mailed by prepaid, return receipt requested, or registered or certified mail, but if sent by registered, return receipt requested, or certified mail, the return receipt indicating the date upon which the notice is received shall be prima facie evidence that such notice was received on the date of the return receipt; (iv) on the next business day after being sent via commercial overnight courier; and (v) on the date the Lender posts it to Lender’s broker website. Nothing in t his section shall be interpreted to restrict Lender’s right to modify the Guidelines as provided for elsewhere in this Agreement, or to publish such modifications in writing or by electronic means including, but not limited to, posting to Lender’s broker website. Either party may give notice of its change of address by written notice delivered to the other in one of the methods set forth in (i) through (iii) above. Unless and until such written notice is received, the last address given shall be deemed to continue in effect for all purposes. If to Lender: Redstone Funding Attention: Broker Approval 200 W Jackson Blvd, Suite 900 Chicago, IL Phone: 312.248.6678 Fax: 312.778.8920 Email: signup@rsmtg.com If to Broker:
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HOME EQUITY – LIMITED AGENCY APPOINTMENT 29. With regard to home equity loans secured by owner occupied collateral located in Texas, Lender hereby appoints Broker as Lender’s agent for the sole and limited purpose of complying with the pre-closing disclosure requirements of Section 50(a)(6), Article XVI, Texas Constitution relating to the notice required by Section 50(g), identified herein as the “Notice Concerning Extension of Credit”, so that the 12-day pre-closing period may commence to run as soon as possible. This limited agency is restricted to the Broker receiving the loan application from the owner on behalf of the Lender and providing the owner a copy of the Notice Concerning Extension of Credit for the sole purpose of starting the 12-day period and for no other purpose. Broker is not acting as the agent of Lender in receiving the loan application for any other purpose, including but not limited to disclosures required by the Truth In Lending Act and Regulation Z. JURISDICTION 30. Any action arising out of this Agreement or the transactions contemplated shall be instituted in any state or federal court located in the State of California without regard to choice of law provisions thereof. Further, each Party expressly waives any obligation which such Party may have to the laying of venue of any such action, and irrevocably submits to the jurisdiction of any such court and agrees to be fully bound by any final unappealed decision of those courts. ENTIRE AGREEMENT 31. This Agreement constitutes the entire agreement between the parties with respect to the relationship hereby established and shall supersede and cancel all prior agreements, offers and negotiations whether in writing or otherwise. This Agreement may be amended and any provision hereof waived, but only in writing signed by the party against whom such amendments or waiver is sought to be enforced. SUCCESSORS AND ASSIGNS 32. This Agreement will insure to the benefit of and be binding upon the parties hereto and their successors and assigns. However, neither Lender nor Broker shall assign this Agreement without the prior written consent of the other except that Broker expressly agrees that Lender may, in its sole discretion, transfer and assign this Agreement to any of its affiliates. Nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto and their successors and permitted assigns, any rights, obligations, remedies or liabilities. SEVERABILITY 33. Any part, provision, clause, sentence, representation or warranty of this Agreement which is prohibited or which is held to be void or unenforceable shall be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof. RELATIONSHIP OF THE PARTIES 34. Nothing herein contained shall be deeded or construed to create a partnership, agency or joint venture between the Parties hereto. The services of Broker shall be rendered as an independent contractor and not as agent for Lender, and Broker shall not represent to any applicant(s) that it is an agent for Lender. This Agreement creates a non-exclusive relationship between the Parties. GOVERNING LAW 35. This Agreement shall be governed by and construed in accordance with the laws of the State of California. WAIVER OF JURY TRIAL 36. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHT WHICH EITHER OR BOTH OF THEM MAY HAVE TO RECEIVE A TRIAL BY JURY WITH RESPECT TO ANY CLAIMS, CONTROVERSIES OR DISPUTES ARISING OUT OF OR WHICH RELATE TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF. DISPUTE RESOLUTION 37.The Parties hereby waive their rights to institute litigation with respect to any dispute arising under this Agreement except as to disputes arising under Subsection 37(e), and consent instead to be bound by the results of the dispute resolution process of this Section provided, however, that the foregoing shall not affect the right of a Party to seek judicial confirmation or relief after the entry of a Decision (as defined below) by an Arbitrator (as defined below) which is not complied with within the time required therein. In the event that a dispute or disagreement arises that cannot be amicably resolved, either Party, may apply to the American Arbitration Association (“AAA”) for arbitration and the appointment of an arbitrator ("Arbitrator") in accordance with the following procedures: a) Rules of Arbitration. The arbitration process shall be conducted by the Arbitrator at a location in or near Foothill Ranch, California selected by the Arbitrator, and shall be conducted under the Federal Arbitration Act, 9 U.S.C. Section 1, et seq., subject to this Agreement, any other documents executed by the Parties and Law. Except as provided herein, the Arbitrator shall follow the rules of the AAA, but shall have discretion to vary from those guidelines in light of the nature or circumstances of any particular disagreement. Discovery rules and the extent and scope of discovery with respect to any dispute shall be in the sole discretion of the Arbitrator responsible for the arbitration with respect to such dispute. b) Timing of Arbitration. The Parties shall cooperate in good faith to permit a conclusion of the arbitration hearing within twenty (20) business days following the appointment of the Arbitrator (including, but not limited to, making representatives available for the arbitration), and shall endeavor to submit a joint statement setting forth each dispute to be resolved, including a summary of each Party's position on each dispute. c) Arbitration Hearing. In all events, unless waived by the Parties, the Arbitrator will conduct an arbitration hearing at which the Parties and their counsel shall be present and have the opportunity to present evidence and examine the evidence presented by the other Parties. The proceedings at the arbitration hearing shall, unless waived by the Parties, be conducted under oath and before a court reporter. d) Reliance on Experts. If the matters or issues involved in any dispute are outside the scope of expertise of the Arbitrator acting as the arbitrator with respect to such dispute, the Arbitrator shall have the right to obtain and rely on experts with respect to the applicable matters or issues (such as mortgage loan consultants, lawyers, accountants, etc.). All costs of any experts retained by the Arbitrator shall be borne by the Parties in accordance with Subsection 37(g). The services or advice obtained from experts by the Arbitrator in accordance with this Section shall not be in lieu of any testimony that a Party may wish to present from its own expert on the matters or issues that are the subject of the dispute. e) Decision of Arbitrator. Upon the conclusion of the arbitration hearing, the Arbitrator shall render a decision with respect to each individual dispute. The decision of the Arbitrator with respect to any dispute shall be final and binding on all Parties. As part of its decision, an Arbitrator acting as an arbitrator hereunder may render a decision compelling specific performance by a Party of its obligations under this Agreement. The Arbitrator acting as an arbitrator of any dispute hereunder shall have the authority to award monetary damages subject to any limitations on damages in this Agreement. A judgment may be entered and enforced by any court of competent jurisdiction based on any decision rendered by an Arbitrator acting as an arbitrator hereunder. f) Standards of Conduct. If a dispute is submitted to arbitration, the Parties agree that they will not contact or communicate with the Arbitrator who was appointed as arbitrator with respect to any dispute either ex parte or outside of the contacts and communications contemplated by this Section. g) Costs. The cost of resolving any dispute pursuant to arbitration, as described in this Section, shall be borne by the Parties as determined by the Arbitrator who acts as arbitrator with respect to such dispute.