EXHIBIT 10.22
[XXXXXX XXX LOGO APPEARS HERE]
October 6, 1999
Xx. Xxxxxxx X. Xxxx
Vice President
IOWN, Inc.
000 Xxxxxx Xxxxx, Xxxxxx Xxxxx
Xxxxxxxx, Xxxxxxxxxx 00000
Reference: Master Agreement No. ML02332
Dear Xx. Xxxx:
This letter shall constitute the master agreement ("Master Agreement") between
Xxxxxx Xxx and IOWN, Inc. (the "lender") to enter into one or more transactions
for the sale by the Lender and purchase by Xxxxxx Mae of residential mortgage
loans ("Mortgages"). The obligations of the Lender and Xxxxxx Xxx regarding each
such transaction shall be governed by the terms and conditions contained herein
(including Exhibit A and each of the Attachments attached hereto and
incorporated herein by reference) and by the terms and conditions of the
applicable Xxxxxx Mae purchase program ("Program").
The Lender shall sell to Xxxxxx Xxx during the Master Agreement Term (which
begins on the Effective Date and ends on the Expiration Date, as those terms are
defined in Exhibit A), Mortgages with an aggregate outstanding principal balance
equal to the Agreed Amount (as defined in Exhibit A) under Xxxxxx Mae's Standard
Portfolio (cash) purchase commitment Program, under the then-current terms and
conditions applying thereto.
If the Agreed Amount is not sold to Xxxxxx Xxx prior to the Expiration Date, the
Lender shall pay Xxxxxx Mae the Back-end Buyout Fee, as indicated in Exhibit A.
(The undelivered and uncommitted portion of the Agreed Amount shall be the
difference between (a) the Agreed Amount (taking into account the minus [*]
delivery tolerance, as specified in Exhibit A), and (b) a sum equal to the
aggregate outstanding principal balance of Mortgages (for each Mortgage, as of
the time of sale of the Mortgage) that the Lender has sold to Xxxxxx Xxx under
this Master Agreement, plus the principal balance of Mortgages that the Lender
is still obligated to sell under any existing mandatory delivery contracts for
sale and purchase between the Lender and Xxxxxx Mae.) This fee will be drafted
by Xxxxxx Xxx from the Lender's designated account immediately following the
Expiration Date of this Master Agreement. However, should Xxxxxx Mae decline to
enforce payment of this fee, such action will not imply a waiver of its right to
collect a similar fee at a subsequent time. Xxxxxx Mae's
[*] Confidential Treatment Requested
Master Agreement No. ML02332
MA-1
right to receive such a fee is in addition to any right and remedies of Xxxxxx
Mae provided by law or the applicable Program, and the receipt of such fee shall
not affect or impair any such rights and retakes.
All Mortgages shall conform to the requirements of the Mortgage Selling and
Servicing Contract between Xxxxxx Xxx and the Lender, the Xxxxxx Mae Selling
Guide ("Selling Guide"), and the Xxxxxx Xxx Service Guide ("Servicing Code"), as
applicable, as they may be amended from time to time, except as modified by the
variances contained in this Master Agreement and in the applicable Contract
(defined below) entered into pursuant to this Master Agreement. (Any cash
commitment contracts are referred to herein as a "Contract.") In addition,
without Xxxxxx Mae's prior written approval, the Lender shall not sell to Xxxxxx
Xxx any Mortgage that the Lender previously sold (or contracted to sell) to any
third party, if such Mortgage was subsequently declined by, rejected by, or
repurchased from such third party.
Each Contract entered into under this Master Agreement constitutes: (i) an
agreement by the Lender to sell the Mortgages to, and service such Mortgages
for, Xxxxxx Mae and (ii) an agreement by Xxxxxx Xxx to purchase the Mortgages.
By execution of this Master Agreement, the Lender and Xxxxxx Mae agree to the
terms and conditions set forth herein and in any Contract entered into
simultaneously with this Master Agreement.
Each Mortgage delivered under this Master Agreement that has been submitted for
underwriting analysis by Xxxxxx Mae's Desktop UnderwriterTM shall conform to the
requirements of the Guide to Underwriting with Desktop UnderwriterTM, as amended
from time to time (the "Desktop UnderwriterTM Guide"), Section 5 of the Desktop
UnderwriterTM Seller/Servicer Software License and Subscription Agreement, and
this Master Agreement.
The form, terms, and provisions of this Master Agreement, as well as all
information regarding the negotiation of the form, terms, and provisions of this
Master Agreement, are confidential. The Lender shall not disclose or
disseminate, directly or indirectly, the form, terms, or provisions of this
Master Agreement, or such other information regarding the negotiation of this
Master Agreement, to any party other than the Lender's employees or agents who
need to know the same in order to perform their duties for the Lender and who
are legally obligated not to further disclose or disseminate such form, terms,
provisions, and information upon receipt thereof. The Lender shall take all
necessary and reasonable action to preserve the confidentiality of such form,
terms, provisions, and information and shall use at least the same degree of
care in such efforts as it employs when preserving the confidentiality of its
own information of a similar nature. Such necessary and reasonable action that
must be taken by the Lender shall include, without limitation, providing
instruction to such employees and agents regarding the confidential nature of
the form, terms, and provisions of this Master Agreement and the negotiations
surrounding this Master Agreement.
Master Agreement No. ML02332
MA-2
Notwithstanding the provisions of the immediately preceding paragraph, the
Lender may disclose or disseminate such form, terms, provisions, and information
if it is required to do so by law (including a subpoena, or judicial or
governmental requirement or order) and has given Xxxxxx Mae prior written notice
of such requirement and of the information required to be disseminated or
disclosed.
The Lender acknowledges that the unauthorized disclosure or dissemination of the
form, terms, or provisions of the Master Agreement, or other information
regarding the negotiation of the Master Agreement, is likely to cause
irreparable harm to Xxxxxx Xxx and that monetary damages may be inadequate to
compensate Xxxxxx Mae for such breach. Accordingly, in addition to and not in
limitation of any other rights and remedies available to Xxxxxx Xxx at law or in
equity, Xxxxxx Mae shall be entitled to injunctive relief in order to prevent or
restrain such unauthorized disclosure or dissemination. The obligations of the
Lender regarding confidentiality shall survive termination of this Master
Agreement.
The Lender's right to sell, and Xxxxxx Mae's obligation to purchase, Mortgages
under this Master Agreement may be terminated by Xxxxxx Mae prior to the
Expiration Date of the Master Agreement if the Lender has breached the Mortgage
Selling and Servicing Contract it has entered into with Xxxxxx Xxx, or any of
the provisions of this Master Agreement, or any Contract entered into pursuant
to this Master Agreement. If the Agreed Amount, as adjusted by the minus [*]
delivery tolerance, is not sold to Xxxxxx Mae prior to the Expiration Date of
the Master Agreement, Lender shall be in breach of the provisions of the Master
Agreement. The Lender's responsibilities and liabilities under this Master
Agreement shall survive the expiration or earlier termination of the Lender's
right to sell, and Xxxxxx Mae's obligation to purchase Mortgages under this
Master Agreement. This Master Agreement and any Contract entered into pursuant
to this Master Agreement may only be amended by the mutual agreement of Xxxxxx
Mae and the Lender. Each amendment shall be in writing and shall consist of a
transmittal letter from Xxxxxx Xxx to the Lender generally describing the
amended provisions of the Master Agreement or the Contract, together with the
newly revised pages of the Master Agreement or the Contract. The revised pages
of the Master Agreement or the Contract should be added to the Master Agreement
as described in the transmittal letter. The Lender shall acknowledge its
acceptance of the amended terms and conditions by returning to Xxxxxx Mae a duly
executed copy of the transmittal letter.
The Lender may not assign this Master Agreement or any rights or obligations
hereunder. The Lender may not assign any Contract entered into pursuant to this
Master Agreement or any rights or obligations thereunder.
The Lender hereby confirms, by checking the appropriate section below, that:
__It is not a federally-insured institution or an affiliate or subsidiary of a
===
federally-insured institution.
Master Agreement No. ML02332
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__It is a federally-insured institution or an affiliate or subsidiary of a
federally-insured institution, and
(a) the sale to, and (if applicable) servicing for, Xxxxxx Xxx of the Mortgages
delivered to Xxxxxx Mae pursuant to this Master Agreement has either been
(i) specifically approved by the board of directors of the Lender and such
approval is reflected in the minutes of the meetings of such board of
directors, or (ii) approved by an officer of the Lender who was duly
authorized by the board of directors to enter into such types of
transactions and such authorization is reflected in the minutes of the
board of directors' meetings; and
(b) this Master Agreement and any Contracts or amendments pursuant hereto,
together with the applicable Xxxxxx Xxx Guides and the Mortgage Selling and
Servicing Contract between the Lender and Xxxxxx Mae, constitute the
"written agreement" governing the Lender's sale to, and servicing for,
Xxxxxx Xxx of the Mortgages delivered pursuant to this Master Agreement,
and the Lender (or any successor thereto) shall continuously maintain all
components of such "written agreement" as an official record.
[Signature page follows]
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The Lender must accept this Master Agreement by returning a duly-executed
duplicate original to Xxxxxx Mae within ten business days of the date of this
Master Agreement. If the executed Master Agreement is not received by Xxxxxx Xxx
on or before the above date, Xxxxxx Mae may at its option declare this Master
Agreement null and void.
Sincerely,
XXXXXX XXX
By: /s/ Xxxxx Xxxxxx POC
-------------------------------
Xxxxx Xxxxxx
Director of Customer Management
Date: October 6, 1999
-------------------------------
Agreed, acknowledged, and accepted:
IOWN, INC.
By: /s/ Xxxxxxx X Xxxx
-------------------------------
(Authorized Signature)
Xxxxxxx X. Xxxx Vice President
-------------------------------
(Typed Name & Title)
Date: 10/16/99
-------------------------------
Master Agreement No. ML02332
MA-5
EXHIBIT A
Master Agreement Number: ML02332
Effective Date: October 1, 1999
Expiration Date: [*]
Parties to Agreement: IOWN, Inc. and Xxxxxx Mae
Lender Number: [*]
Agreed Amount: [*]
Back-end Buyout Fee: [*]
[*] Confidential Treatment Requested
Master Agreement No. ML02332
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SPECIAL REQUIREMENTS
This Special Requirements Attachment for the Mortgage is attached to and made a
part of the Master Agreement. Each Mortgage must meet the specifications in the
Selling Guide, except as modified by this Master Agreement, the terms of any
Pool Purchase Contract or Cash Commitment Contract, the Guide to Underwriting
with Desktop Underwriter (the "Desktop Underwriter Guide"), and the following
specific eligibility criteria, a breach of which shall be deemed to be a breach
of warranty by the Lender, as provided in Part 1, Section 201.01 of the Selling
Guide.
MORTGAGES SUBMITTED TO DESKTOP UNDERWRITER(R)
Lender may deliver Mortgages under this Master Agreement that either the Lender
has submitted to Desktop Underwriter, or pursuant to Xxxxxx Xxx Announcement 98-
08, dated September 4, 1998, another Lender has submitted to Desktop Underwriter
for analysis, and for which, in each case, Desktop Underwriter has displayed one
of the following recommendations:
1. Eligible Mortgages. "Approve/Eligible" or "Refer/Eligible" provided that
each such Mortgage complies with all requirements, restrictions,
stipulations, and limitations applicable, to such Mortgage specified in
this Special Requirements Attachment and the Desktop Underwriter Guide,
which may include the purchase price or guaranty fee, any price adjustment,
or similar charge and the aggregate outstanding principal amount.
2. Ineligible Mortgages. "Approve/Ineligible" or "Refer/Ineligible," provided
that any "Ineligible" Mortgage is:
a. eligible for delivery pursuant to one or more of the variances set
forth in the Variance Attachment to this Master Agreement; and
b. subject to all applicable requirements, restrictions, stipulations,
and limitations specified in this Master Agreement and the Desktop
Underwriter Guide, which may include the purchase price or guaranty
fee, any price adjustment or similar charge and the aggregate
outstanding principal amount.
3. Refer with Caution Mortgages. "Refer with Caution" provided that:
a. each such Mortgage:
i. complies with Xxxxxx Mae's eligibility requirements; and
ii. is subject to all applicable requirements, restrictions,
stipulations, and limitations specified in this Master Agreement
and the Desktop Underwriter Guide, which may include the purchase
price or guaranty fee, any price adjustment, or similar charge
and the aggregate outstanding principal amount; or
b. if such Mortgage does not comply with Xxxxxx Mae's eligibility
requirements:
i. such Mortgage is eligible for delivery pursuant to one or more of
the variances set forth in the Variance Attachment to this Master
Agreement; and
ii. such Mortgage is subject to all applicable requirements,
restrictions, stipulations, and limitations specified in this
Master Agreement and the
Master Agreement No. ML02332
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Desktop Underwriter Guide, which may include the purchase price
or guaranty fee, any price adjustment, or similar charge and the
aggregate outstanding principal amount; and
c. an underwriter has approved such Mortgage in accordance with the
requirements relating to "Refer with Caution" Mortgages in the Desktop
Underwriter Guide.
4. Out of Scope Mortgages. "Out of Scope" Mortgages provided that:
a. each such Mortgage is eligible for delivery pursuant to the Selling
Guide or one or more of the variances set forth in the Variance
Attachment to this Master Agreement; and
b. each such Mortgage is subject to all applicable requirements,
restrictions, stipulations, and limitations specified in this Master
Agreement, which may include the purchase price or guaranty fee, any
price adjustment, or similar charge and the aggregate outstanding
principal amount.
Please note that any price adjustment associated with the delivery of Mortgages
underwritten through Desktop Underwriter is subject to change at any time during
the term of this Master Agreement. Such changes will be reflected in the Desktop
Underwriter Guide or other written notice from Xxxxxx Mae.
Master Agreement No. ML02332
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