Glengarry Farm Finance Corporation (‘the Lender’ or ‘GFFC’) provides alternative mortgage financing to commercial farms via the broker channel. Should an Agent or Broker of a licensed Brokerage in the provinces in which Glengarry Farm Finance operates wish to submit applications (‘Deals’) for consideration; this agreement will serve as an acknowledgement of terms, conditions, obligations and other matters mutually agreed upon.

Glengarry Farm Finance (‘the Lender’) deals exclusively with Agricultural borrowers and properties. While no knowledge of commercial farming operations is required to submit a deal, due to volumes and the unique nature of our business, we do require acknowledgement from the Principal Broker (‘the Broker’) of any submitting Brokerage to a commitment of basic understanding of lending guidelines as they differ significantly from conventional residential and/or commercial financing. In order to complete your onboarding, the Broker will make the following attestations below:

ON BEHALF OF THE BROKERAGE, I ACKNOWLEDGE:

• All deals must be submitted either by or under the registered Principal Broker of the approved Brokerage or the appointed representative at the sole discretion of GG.

• The Lender does not offer volume bonus or team pooling at this time. However, the Lender acknowledges that from time to time there may be an agent on a team who wishes to specialize in Agricultural lending. The Principal Broker may appoint a proxy submission agent of the brokerage for the purposes of deal review and submission, to be approved by GFFC on a case-by-case basis. (Maximum 2 appointees per brokerage, one who must be the P.B./B.O.R)

• The Broker acknowledges they have read and retained a copy of the most recent GFFC Broker Kit, and that any agents wishing to submit a deal will review thoroughly prior to submission.

• The Lender requires an initial onboarding phone call with the Principal Broker once this application is received. This must take place prior to any deal being submitted from the Brokerage.

• The Lender strongly encourages a preliminary email from any submitting party (‘Deal Run’) prior to deal submission via any portal (i.e. Filogix, etc.).

The Broker also acknowledges that while the Lender is not enforcing funding ratios at this time, therefore deal suitability will be a guiding principle of a positive broker-lender relationship. For this reason, the Lender reserves the right to revisit or terminate this agreement under the following circumstances:

• Repeated poor deal or document quality

• Deal submissions clearly outside guidelines (i.e. residential properties)

• Repeated deal cancellations or no broker contact after submission

• Any suspected fraud or borrowers with reputational risk from illegal or immoral activity

• Frequent ‘bait and switch’ type behaviour (accepting and subsequently rejecting term sheets or commitments)

• Documentation deadlines 15 days and 48 hours

BROKER/LENDER OBLIGATIONS:

The Lender undertakes the following and agrees it will:

• Underwrite all deals in a timely manner, in balance with deal priority and volume at time of submission.

• Provide a designated point of contact (Business Development Manager or ‘BDM’) for every brokerage onboarded. The BDM will serve as a reference point for questions and education for the Brokerage and the team on topics including but not limited to policy changes, updates, deal structuring support, education, etc.

• Adjudicate fairly and non-prejudicially

• Make any third party professional recommendations objectively

• Comply with compensation arrangements as discussed and outlined in the compensation agreement section of this document and correspondence with client (Term Sheet/Mortgage Commitment), disbursed in the manner as agreed upon

• Comply with regulators and licensing requirements as required

Please Note: The Lender retains a sole right at its discretion to decline any application at any time should it suspect the following, and not limited to:  Any form of fraud, illegal or immoral activity of the borrower or property, criminal history, misrepresentation of the condition of property or situation financial or otherwise of the borrower.

The Lender also retains same with respect to the Broker, Submitting Agent, Brokerage, or any other professional involved with the transaction:  Misrepresentation of licence status; reputational, regulatory or compliance issues unsatisfactory to the Lender, any evidence of disregard for the fiduciary duties to the borrowers, activity which appears to be fraudulent, immoral or illegal including disregard for AML/ATF or deliberate misrepresentation of purpose of funds or property/properties in question, subject or otherwise.

Glengarry believes in a culture of honesty, transparency and communication with the Brokering community and abuse of trust will not be tolerated. Failure to be forthright or respectful in all dealings may result revocation of submission arrangement or revocation of this agreement.

The Lender also reserves the right to refuse to name the reason for decline if in doing so would cause reputational harm to any party or facilitate criminal activity, i.e. “tipping off”.

The Brokerage undertakes the following and agrees it will:

• Provide all documentation including signed, dated commitment returned NO LATER THAN 10 (TEN) BUSINESS DAYS PRIOR TO FUNDING.

• Conduct themselves in a professional manner at all times with the Lender, and not disparage the Lender at any time to the client.

• Comply with all regulatory and legislative requirements, rules and regulations as required by any and all relevant licences held which pertain to the business of this agreement. Brokers and Brokerages are expected to adhere to commonly accepted standards of practice as well as follow directives to fulfill KYC, AML/ATF, Consumer Protection and Privacy, CASL and recordkeeping obligations.

• Provide updated credit consents and respect the protocols of credit bureau agencies such as Equifax. Bureaus must be current, pulled electronically by the Broker, and transmitted via approved channels only.

• Remain licensed in good standing for the duration of this agreement and be in compliance with their respective regulatory agency in the province in which they are licensed. Brokers may only submit deals directly in the jurisdictions in which they are legally permitted to do so. Inter-provincial cooperative arrangements (Co-brokering) are permitted provided that prior consent is sought and provided by the Lender.

• Conduct thorough evaluations and due diligence of each client it presents to the Lender and complete a comprehensive ‘KYC’ borrower interview prior to submission

• Comply with any information requests from the Lender should license status, compliance, brokerage registration or any other issues which put this agreement or the Lender in question with regulatory or governing bodies under which it operates

COMPENSATION:

At this time, the Broker may elect to be compensated as a percentage of the total loan amount (basis points compensation) which is collected as part of a total lender fee to client; or arrange a private broker fee agreed to by the client and documented by a signed Direction of Proceeds form. At closing, Glengarry’s legal counsel will collect all fees on behalf of the broker, to be paid out to the Brokerage as they so direct. Please note GFFC does not directly compensate or disburse proceeds; all fee disbursements are arranged through Lender counsel.

Glengarry also does not permit ‘double dipping’, i.e. Broker must choose basis points compensation or broker fee, but cannot charge both.

The selected compensation method will be outlined and acknowledged by client on both the Term Sheet and Mortgage Commitment in the spirit of transparency and disclosure.

TERMS AND CONDITIONS:

This agreement is non-transferable and non-assignable, and is terminable by either party with notice in writing with 30 (thirty) days notice. Should the Lender find just cause for immediate termination, the rights and obligations of both parties herein shall cease immediately. The Lender may offer an extension for closing on a case-by-case basis at its sole discretion. Upon termination, any fees owed to the Brokerage by the Lender shall be paid in full provided the deal funds no later than 30 (thirty) days following the cessation of this agreement.

Both parties acknowledge that this arrangement is non-exclusive and neither party shall imply same.

INDEMNITY CLAUSE:

The Broker agrees to indemnify, defend, and hold harmless Glengarry Farm Finance Corporation, its officers, directors, employees, agents, and affiliates (collectively, the "Indemnified Parties") from and against any and all claims, losses, liabilities, damages, costs, expenses, including reasonable legal fees, and any other consequences arising from or in connection with:

1. The Broker's failure to comply with any applicable laws, regulations, or guidelines in relation to the loans originated or submitted to the Lender;

2. Any misrepresentation, fraud, or error by the Broker in the origination, underwriting, or submission of loan applications;

3. Any breach of this Agreement by the Broker, including but not limited to providing incomplete, inaccurate, or misleading information to the Lender or its agents;

4. Any claims, suits, or demands from third parties, including borrowers, arising out of the Broker's actions or omissions in connection with the loan origination process.

   
   

This indemnity will apply regardless of whether the loan is funded or if the loan defaults or results in loss to the Lender. The Broker agrees to reimburse the Lender for any costs or damages arising from any claim for which the Broker has agreed to indemnify the Lender.

This indemnity will survive the termination of this Agreement and remain in full force and effect after the loan is funded, regardless of whether the loan is repaid or whether any claims are made.

BROKER ACKNOWLEDGEMENT