Please read this agreement carefully.  There are serious legal consequences for any "accidental" misrepresentations.  Your definition of direct lender may be different from that of C-Loans, Inc.

 

Date:_________________________________

 

DIRECT LENDER REPRESENTATION

 

Recitals

 

  1. WHEREAS, C-Loans, Inc. operates a very popular commercial mortgage portal on the internet; and

  2. WHEREAS, the web site costs many thousands of dollars per month to maintain; and

  3. WHEREAS, participating direct commercial mortgage lenders do not have to pay any sign-up fee or monthly subscription fee to be listed on C-Loans, but rather merely pay a modest software licensing fee of 37.5 to 50 basis points if they close a commercial loan as a result of being listed on the site; and

  4. WHEREAS, because there are fewer hands in the pot, direct commercial lenders can compete much more successfully in the marketplace, and as a result loan applications submitted to direct commercial lenders have a much higher probability of closing than loan applications submitted to mortgage brokerage firms; and

  5. WHEREAS, many mortgage brokerage companies and mortgage banking companies inaccurately hold themselves out to the public as direct commercial lenders; and

  6. WHEREAS, C-Loans, Inc. is relying on the representation of the commercial mortgage lender listed below ("the Lender") that it is indeed a direct commercial lender within the very precise definition described below.

Agreement

NOW, THEREFORE it is hereby agreed:

  1. Notwithstanding the custom and practice in the industry, a direct commercial mortgage lender shall be defined for the purpose of this Agreement as limited strictly to:

    1. Banks
    2. Savings banks
    3. Federal savings banks
    4. Savings and loan associations
    5. Real estate investment trusts
    6. Mortgage investment funds; including, but not limited to, opportunity funds, hedge funds, mortgage investment limited partnerships, and mortgage investment limited liability companies; with commercial mortgage assets of at least $25 million.
    7. Finance companies with lines of credit and average daily commercial mortgage assets of at least $25 million
    8. Real Estate Mortgage Investment Conduits (aka: conduits) with lines of credit and an average daily commercial mortgage assets of at least $25 million
    9. Hard money brokers (hard money loan syndicators) regularly in the business of syndicating private investors to make commercial mortgage loans who arrange at least 20 privately-funded commercial mortgage loans annually and service at least $25 million in commercial mortgage loans.

  2. The Lender hereby represents and warrants that he is a direct commercial lender because the Lender satisfies requirement _______________ above.

  3. The parties agree that C-Loans, Inc. will close fewer loans and lose significant revenue, as well as lose important prestige for the commercial mortgage portal,  if the Lender is not in fact a direct commercial lender.

  4. Liquidated Damages: Since it would be difficult or impossible to compute the exact amount of revenue lost by C-Loans, Inc. resulting from an accidental or intentional misrepresentation by the Lender of its direct lender status, the parties hereby agree that in the event the Lender, intentionally or accidentally, misrepresents its direct lender status, as defined only in this agreement, the Lender hereby agrees to pay to C-Loans, Inc. liquidated damages in the amount of $50,000.

  5. Arbitration of Disputes: In the event that a dispute or controversy, at law or in equity, should arise out of this agreement, the parties hereby agree to resolve said dispute according the Commercial Arbitration Rules of the American Arbitration Association. The sole and exclusive venue shall lie in Sacramento, California. The prevailing party shall be entitled to arbitrator's fees, arbitration costs, expert witness fees, and legal costs, but not attorney's fees.

  6. Entire Agreement:  This writing represents the entire agreement between the parties regarding the direct lender status of the lender.   No other agreement regarding the direct lender status of the lender, oral or written, express or implied, shall be admissible.

Understood, Agreed and Receipt of Copy Acknowledged:

 

C-LOANS, INC.

_____________________________________________________   Date:___________________
Alicia Gandy, General Manager

 

LENDER

_____________________________________________________   Date:___________________
Signed

_____________________________________________________
Printed Name

_____________________________________________________
Company Name