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EXHIBIT 10.13
Broker Program
BROKER {PRIVATE}
AGREEMENT
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This Agreement to dated and effective the 23 day of SEPTEMBER
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1997
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between Citicorp Mortgage, Inc. for itself or on behalf of
Citibank, FSB, Citibank (NYS), Citibank, N.A. and/or Citibank (Nevada), N.A.
(each referred to hereinafter as "Lender") and E-LOAN, INC. ("Broker"). In
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consideration of the terms contained in this Agreement. Lender and Broker agree
as follows;
NOTE: Only One Box Should Be Checked.
TABLE FUNDING BROKERS - THE FOLLOWING PROVISIONS ARE APPLICABLE:
1. APPLICATION SUBMISSION; ELIGIBLE PRODUCTS
Broker may submit mortgage loan application package(s)
("Application(s)") to Lender in contemplation of
possible table funding by lender. "Table fund" or "Table
funding" means lender provides the funding at or before
closing, closing occurs in the name of Broker, and
Broker assigns all rights to each loan ("Loan") to
Lender simultaneously with closing of the Loan.
Applications shall related to the various residential
mortgage loan products described in Lender's "Citicorp
Mortgage, Inc. Broker's Guide," which Lender may modify
at any time following 7 calendar days written notice to
Broker. Lender will have complete discretion to approve
or disapprove Applications for table funding.
If Lender agrees to table fund a Loan, Lender shall be
responsible for the underwriting of the Loan. Broker
shall close such Loan using loan documentation and
accounting to producers approved by Lender. Each
appraisal of property securing a Loan will be appraised
only by an appraises included in Lender's list of
approved appraisers, are in effect from time to time.
2. FUNDING
Lender will provide table funding for each approved Loan
under the terms described in the Citicorp Mortgage, Inc.
Table Funding Commitment executed following Citicorp
approval of the Application. The Citicorp Funding
Commitment may vary from Loan to Loan.
[X]PROCESSING BROKERS - THE FOLLOWING PROVISIONS ARE APPLICABLE:
/s/ X. Xxxxxxxxx 2. PRODUCTS AND SERVICES
Broker may submit mortgage loan application(s)
("Application(s)") to Lender. Lender will make available
various residential mortgage loan products and services
described in lender's "Citicorp Mortgage, Inc. Broker's
a Guide," which Lender may modify at any time following
7 calendar days written notice to Broker. Lender will
have complete discretion to approve or disapprove
Applications and will close each approved loan ("Loan")
in its own name.
3. BORROWER FEES AND DISCLOSURE
Lender will not impose any charges other than those set
forth in Lender's customer disclosures and pricing
bulletins in affect from time to time.
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Nothing in this Agreement will prohibit Broker from
imposing loan ("Broker Fees") on its customers for
consultations and other services ("Broker Services"),
provided any Broker Pass are imposed pursuant to a
written agreement and in accordance with applicable law.
Broker Fees may be disbursed from closing funds if
authorized in writing by the customer. The payment of
Broker Fees will not be a condition of closing. Any
dispute regarding a Broker Fee shall be resolved by the
Broker and the customer without involvement by Lender.
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Broker Program
BROKER
AGREEMENT
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If any Loan or Application submitted by Broker to Lender
is rescinded or withdrawn pursuant to the Federal
Truth-in-Lending Act, applicable Federal regulations or
any State law, Broker will refund to the rescinding
customer any and all Broker Fees it received. Broker
will immediately reimburse Lender upon request for any
Broker Fee refunded by Lender in the event of such a
rescission or withdrawal.
THE FOLLOWING PROVISIONS ARE APPLICABLE TO ALL BROKERS:
3. REPRESENTATIONS, WARRANTIES AND COVENANTS Broker
represents, warrants and covenants throughout the term
of this Agreement as follows:
(a) That it is a (corporation)(banking
association)(partnership)(proprietorship)(limited
liability company/partnership) (cross out
inapplicable choices) duly organized, validly
existing and in good standing and is authorized to
do business in the State(s) of CALIFORNIA and that
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all corporate of other actions and approvals
necessary for the execution and performance of this
Agreement have been taken and/or received.
(b) That it is the holder of one or more valid lender,
broker or other applicable license(s) bearing
number(s) 01223430 issued by the State(s) of
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CALIFORNIA, which Broker shall maintain in good
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standing throughout the term of this Agreement, and
is in compliance with any mortgage lender or broker
or other laws applicable to its activities under
this Agreement. Broker agrees to promptly provide
Lender with copies of all such license(s) upon
request by Lender.
(c) That the (principals)(partners)(owners) forces out
inapplicable choices) consent to allow Lender to
periodically investigate their backgrounds. The
scope of background checks will include but not be
limited to obtaining credit bureau reports. The
aforesaid individual(s) acknowledge that Lender
reserves the right to obtain updates to all such
background information on a periodic basis and the
aforesaid individual(s) will, upon written request
by Lender, execute all documents necessary to obtain
such updates.
(d) That it is thoroughly familiar with and will comply
with all applicable Federal, State and local laws
and regulations directly or indirectly relating to
its activities under this Agreement (including but
not limited to involvement in such activities of
individuals convicts of crimes involving dishonesty
or branch of trust).
(e) That this Agreement is nonexclusive and that Broker
maintains loan funding relationships with more than
one funding source.
(f) That Broker has obtained "Citicorp Mortgages, Inc.
Broker's Guide" and has reviewed, or promptly will
review it, and will comply with its contents and
will process such Application and close each loan in
accordance with the instructions and criteria
contained in such Guide and any amendment(s)
thereto. Such instructions and criteria shall
include but not be limited to underwriting criteria,
documentation requirements and closing criteria.
Both parties agree that the aforesaid Guide and all
amendments, supplements, and bulletins to such Guide
shall be incorporated by references herein and shall
form part of this Agreement.
(g) That all information provided by Broker, including
information obtained by Broker from other sources,
is true, correct, currently valid and genuine.
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(h) That each Application will be originated by Broker
and not by any third party, such as a correspondent
of Broker.
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Broker Program
BROKER
AGREEMENT
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(i) That Broker does not currently and will not in the
future employ any entity or individual on the FHLMC
exclusionary list.
(j) That Broker will immediately notify Lender if it (i)
fails to maintains any licenses in violation of (b)
above, (ii) becomes subject to any enforcement
and/or investigative proceeding by any licensing or
regulatory authority or agency and/or (iii) is named
as a party or becomes involved in any material
litigation.
(k) That Broker will immediately notify Lender if (i)
Broker and/or any of its principal owner(s) becomes
the debtor in any voluntary or involuntary
bankruptcy proceeding, (ii) Broker and/or any of its
principal owner(s) requests the appointment of a
receiver and/or (iii) Broker and/or any of the
principal owner(s) has incurred or is likely to
incur is material, adverse change in its/their
financial condition.
(l) That Broker will immediately notify Lender of any
material change in ownership and/or management.
(m) That Broker will promptly respond to or otherwise
comply with Lender's responsible request(s) for
periodic financial statements of Broker and/or any
of its principal owner(s).
4. ADVERTISING
Brokers may advertise to the public the availability of
lending programs, but Broker may not in any may identity
Lender in any advertising unless otherwise required by
applicable law and Lender has given its advance written
approval.
Broker agrees that the borrower(s) on all Loans
purchased by Lender are the exclusive customers of
Lender. Neither Broker nor any of its affiliates shall
directly target the Loan borrower(s) for any loan
refinance solidation(s). Without the prior written
consent of Lender. Broker shall not sell or distribute
any customer list incorporating the names of such
borrower(s) and shall include any such that to solicit
or promotes, or to allow any other person to solicit or
promote, the sale of any financial services of products
to any such borrower(s).
5. TERM
This Agreement is for an initial one-year term and shall
automatically renew for successive one-year terms,
unless terminated pursuant to section of this Agreement.
6. RELATIONSHIP BETWEEN LENDER AND BROKER.
This Agreement will not create any agency between Broker
and Lender, Broker shall conduct its business under this
Agreement as an independent contractor and shall have
the rights and responsibilities of an independent
contractor.
Notwithstanding the above, Broker shall be deemed an
agent of Lender for the sale and limited purpose of
directly engaging real salaries ?? from Lender's
approved list of real estate appraisers as revised from
times to time by Lender. Any selection of a real estate
appraiser by Broker not on Lender's list of approved
real estimate appraisers than in effect shall be
construed as an act outside the scope of this limited
agency. Under no circumstances shall Broker's
appointment as a limited agent under this paragraph be
continued by any person an confusing any authority
respond the simple engagement of real estate appraiser.
The limited agency created Lender this paragraph may be
revoked by Lender in its discretion at any time upon
notice to Broker.
Broker's sections under this Agreement shall be demand
to be for the inclusive benefit of its customers. Lender
shall not be responsible for any actions or omissions by
Broker.
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Broker Program
BROKER
AGREEMENT
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Broker agrees it will not represent, orally, in writing,
by implication or otherwise, that it can secure,
guarantee or otherwise obtain credit or loan approval
by, or otherwise act in any capacity on behalf of,
Lender. Lender is prescribing no marketing plan for
Broker and exercises no control over the methods,
operations and practices (including but not limited to
any mortgage pre-qualification practices) of Broker
except as provided in this Agreement and procedures
adopted by Lender relating to the submission of
Applications by Broker. Broker acknowledges it is not
selling or distributing Lender's services and Lender has
made no premises, representation or warranty regarding
the profitability of any arrangement with Lender.
Broker acknowledges Lender will be providing Broker with
valuable proprietary information ("Confidential
Information"), including but not limited to information
regarding Lender's products, programs, underwriting
policies, procedures and customers. Except as necessary
to perform its obligations under this Agreement or as
required by law. Broker will not disclose any
Confidential Information to any person outside Broker's
organization and will limit access to this information
within its organization on a strict "need to know"
basis.
Broker will require all of its employees and other
agents to meet its obligations under this Agreement
regarding Confidential Information.
7. TERMINATION
Lender may immediately terminate this Agreement without
notice and Lender then will have no further obligations
under this Agreement upon: (1) the failure of Broker to
perform or abide by any term or obligation contained in
this Agreement; (2) any representation or warranty made
by Broker being found by Lender to be false or incorrect
in any material respect; (3) commencement by or against
Broker of any bankruptcy, insolvency of similar
proceedings; (4) the failure of loan applications
referred by Broker to satisfy Lender's expectations
regarding loan quality and performance; or (5) Lender's
determination that Broker's actions contravene the terms
of this Agreement or could adversely impact Lender's
activities of reputation. Either party may terminate
this Agreement for any other reason upon 10 calendar
days prior notice to the other. In the event of
termination, Broker shall fully cooperate with and
insist Lender in obtaining the documentation necessary
to complete the processing and full resolution of all
matters relating to registered applications eligible for
closing and all closed loans.
8. ASSIGNMENT
Broker may not assign this Agreement or delegate any of
us responsibilities under this Agreement. Lender
reserves the right, upon notice to Broker, to assign or
delegate in whole or in part its obligations and
responsibilities under this Agreement to any affiliated
entity engaged in the business of residential financing.
9. NON-EXCLUSIVE AGREEMENT
Broker's rights under this Agreement are on a
non-exclusive basis. Lender shall be free to market its
products and services to, and to contract with, other
parties and customers as it deems appropriate. Broker is
under no obligation to submit Applications or to refer
its customers to Lender for any purpose.
10. INDEMNIFICATION
Broker agrees to indemnify and hold Lender nominee from
any and all claims, actions and costs, including
reasonable attorneys' fees and costs, arising from (i)
Broker's performance or failure to perform under the
terms of this Agreement, (ii) any fraud,
misrepresentation or breach of any representation,
warranty or covenant contained in this Agreement and/or
(iii) Broker's advertisements, promotions or other
activities. This indemnification shall extend to any
action or inaction by employees, officers, agents,
independent contractors or other representatives of
Broker and shall survive the expiration and termination
of this Agreement.
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Broker Program
BROKER
AGREEMENT
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11. CURE OR REPURCHASE
If Lender, in its sole and exclusive discretion, determines
that any Loan:
(i) was underwritten and/or originated in violation of any
term or condition of this Agreement, the Guide
referenced in Section 3(f) above and all amendments
thereto:
(ii) was underwritten and/or originated based on any
materially inaccurate information or material
misrepresentation made by the loan borrower(s),
Broker, Broker's employees, agents and/or affiliates,
or any other party providing information relating to
said Loan;
(iii)was or is capable of being rescinded by the applicable
borrower(s) pursuant to the provisions of any
applicable federal or state law or regulation
including but not limited to the federal
Truth-In-Lending Act; and/or
(iv) must be repurchased from any secondary manual Investor
(including but not limited to the Federal National
Mortgage Association and Federal Home Loan Mortgage
Corporation) due to a breach by Broker of any
representation, warranty or covenant contained in this
Agreement. the Guide referenced in Section 3(f) above
and all amendment thereto
Broker ??, upon notification by Lender and/or such
secondary market Investor, (i) Immediately correct or
pure such defect within the time prescribed by Lender
and/or any such secondary market Investor to the full
and complete satisfaction of Lender and/or any such
secondary market Investor or (ii) repurchase such
defective Loan from Lender or such secondary market
investor and the price required by Lender or such
secondary market, investor ("Buyout Price"). If Lender
or such secondary market investor requests such
repurchase. Broker shall, within ten (10) business days
of Broker's receipt of such repurchase request, pay to
Lender and/or such secondary market investor the Buyout
Price by cashier's check or wire transfer of immediately
available federal funds.
Broker agrees and acknowledges that the provisions of
this Section 11 do not, in any way, eliminate, diminish
or impair the indemnification obligations contained in
Section 10.
12. GOVERNING LAW
This Agreement shall be governed by the laws of the
State of Missouri and applicable federal law.
13. NOTICE
All notices shall be in writing and shall be sent by
registered, certified or first-class mail, postage fully
prepaid. All notices addressed to Lender should be sent
to its office at:
REGULAR MAIL OVERNIGHT MAIL
Citicorp Mortgage, Inc. Citicorp Mortgage, Inc.
Attn.: Intermediary Management Attn.: Intermediary Management
P.O. Box 790150 00000 X. Xxxxx Xxxxx Xxxx
Xx. Xxxxx, XX 00000-0000 Xx. Xxxxx, XX 00000
or to such other address designated in writing by Lender
from time to time.
All notices addressed to Broker should be sent to its
office at:
000 XXXXXXXXXX XXX XXXXX 000
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PALO XXXX, XX 00000
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or to such other address designated in writing by Broker
from time to time.
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Broker Program
BROKER
AGREEMENT
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IN WITNESS WHEREOF, the parties have signed this Agreement.
Citicorp Mortgage, Inc. ("Lender") E-LOAN, INC.(Broker)
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By /s/ Signature Illegible By XXXXXX XXXXXXXXX /s/ Signature Illegible
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Title /s/ Signature Illegible Title C.E.O.
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Date 10/30/97 Date 9-23-97
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Xxxxx X. Xxxxx, VP,
CMI - Credit Analyst
0 Xxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxxxxxxx, XX 00000
NOTE: THE TEXT OF THIS AGREEMENT MAY NOT BE CHANGED IN ANY MANNER WHATSOEVER
WITHOUT THE PRIOR WRITTEN PERMISSION OF CMI.
