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Exhibit 10.32
GREENPOINT MORTGAGE
LENDER ASSOCIATE AGREEMENT
THIS LENDER ASSOCIATE AGREEMENT ("Agreement"), made this the 9th day of November
1998, by and between E-LOAN, Inc. a California Corporation duly organized and
validly existing under the laws of California with its principal place of
business at 000 Xxxxxxxxxx, Xxx, Xxxxx 000, Xxxx Xxxx, XX 00000 ("Associate"),
and GreenPoint Mortgage Corp., ("GreenPoint") a corporation duly organized and
validly existing under the laws of New York, with its principal place of
business at 0000 Xxxxxxx Xxxxx Xxxxxxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000.
WHEREAS, Associate intends from time to time to originate conventional mortgage
loans ("loans" or, individually, a "loan") and to offer, servicing released, to
GreenPoint such loan applications that meet GreenPoint's underwriting standards
in effect at time of each assignment and delivery; and
WHEREAS, GreenPoint, as part of its business, from time to time makes loans
meeting specific requirements, and GreenPoint intends to take assignment and
delivery from Associate certain loan applications, and the servicing rights
relating thereto, that the Associate originates and that GreenPoint, in its sole
discretion, deems advisable.
NOW, THEREFORE, in consideration of the above named premises and the terms and
conditions herein contained, the Associate and GreenPoint hereby agree as
follows:
1. DEFINITIONS:
Originate means to take a loan application and process it. Originate,
as used herein, NEVER includes underwriting or closing:
Mortgage and mortgages, as used herein, mean mortgage(s), security
deed(s), trust deed(s), and deeds(s) of trust. Mortgagor and
mortgagors, as used herein, mean mortgagor(s), trustor(s) of trust
deed(s) or deed(s) of trust, and grantor(s) or security deed(s).
Trustees under trust deeds or deeds of trust are subject to GreenPoint
approval.
To take an application means to obtain information and signature(s)
from applicant(s) by thoroughly completing an application form and
supplement AND to obtain authorization signature(s) on forms necessary
to verify application information AND to obtain miscellaneous items
that are obtainable at application, all in accordance with the
requirements of the Manual.
Manual or Guide, as used herein, is a description of GreenPoint's
Wholesale Guide, including applicable procedures, policies and loan
products, and each provision of the Manual, together with all revisions
to it, is incorporated into this Agreement for all purposes.
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2. REPRESENTATIONS AND WARRANTIES:
Associate and GreenPoint each represent to the other that as to itself
it is a duly organized and validly existing entity and that it is in
good standing under applicable laws and regulations of the United
States and of the State of its organization; that it and its officers
acting on its behalf have the requisite corporate authority and
capacity to enter
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into this Agreement and engage in the transactions contemplated hereby;
and that its compliance with the terms and conditions of this Agreement
do not violate any provisions of its Charter or Articles of
Incorporation or by-laws or any instrument relating to the conduct of
its business or any other agreement to which it may be a part.
Associate further represents and warrants that it is duly qualified and
in good standing under the laws of each jurisdiction where its
ownership or lease of property or the conduct of its business requires
such qualification.
Associate represents and warrants that it complies and will continue to
comply with the Real Estate Settlement Procedures Act, the Equal Credit
Opportunity Act, the Truth In Lending Act, the Fair Credit Report Act,
the Flood Disaster Protection Act, and all other applicable federal,
state, and local laws and regulations to the extent that they apply to
the Associate's undertaking herein. Associate further represents and
warrants that applications submitted to GreenPoint will not contain
misrepresentations or material inaccuracies and will not involve fraud.
Associate acknowledges that certain loans and loan applications may be
subject to guidelines issued by the Federal National Mortgage
Association ("FNMA") and the Federal Home Loan Mortgage Corporation
("FHLMC") or other investors whose guidelines may be provided to
Associate by GreenPoint from time to time. Associate represents and
warrants that in submitting applications to GreenPoint, Associate is in
compliance with all applicable guidelines relating to the processing
and the submission of such applications.
3. GENERAL DESCRIPTION:
With the signing of this Agreement by Associate and GreenPoint, a relationship
is formed as follows:
Associate takes application, prepares and provides applicant with Good
Faith Estimate and initial Truth In Lending disclosures, provides
applicant with Settlement Cost Booklet and, if applicable, ARM booklet
and disclosure, collects deposit for appraisal and credit report and
underwriting and accounts for same, processes the application, obtains
mortgage insurance when applicable, and otherwise complies with the
requirements of the Manual. Associate forwards to GreenPoint a copy of
application, a copy of Good Faith Estimate and initial Truth In Lending
disclosures, a copy of sales contract, and all other documents required
by the Manual. GreenPoint underwrites the application and provides the
Associate with underwriting decision. Associate advises applicant of
loan approval, provides GreenPoint with information necessary for
preparing closing instructions, and performs all other duties as
outlined in the Manual. GreenPoint is responsible for servicing
thereafter. GreenPoint pays to Associate, at loan closing, ONE HUNDRED
percent (100.00%) of the origination fee plus any discount in excess of
that required by GreenPoint.
4. LOCK-INS:
In accordance with the Manual, Associate can obtain from GreenPoint
pricing information and can lock a loan. Associate may issue a lock-in
letter to an applicant using the form approved by state regulators but
said lock letter shall not be binding on GreenPoint.
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GREENPOINT MORTGAGE
Upon issuance of a lock-in confirmation and receipt of all required
documentation by GreenPoint, GreenPoint is obligated to underwrite the
loan, and if the application package is approved, GreenPoint is
obligated to close the loan in accordance with the lock confirmation,
provided that all requirements contained in GreenPoint's closing
instructions are met. Associate will provide its best efforts to
process the loan application in a timely manner and submit same for
underwriting. GreenPoint will use its best efforts to underwrite and
approve (or decline) all such applications in a timely manner. It is
expressly agreed that neither product availability nor interest rate
nor discount is guaranteed until issuance of a lock-in confirmation by
GreenPoint.
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5. REQUIRED DELIVERY:
All loan applications locked with GreenPoint or underwritten by
GreenPoint must be assigned and delivered to GreenPoint unless reasons
for non-assignment and non-delivery are beyond reasonable control of
the Associate. To evidence the reason for non-delivery and
non-assignment, Associate will furnish GreenPoint a copy of the Equal
Credit Opportunity Act adverse action notice that it provided to the
applicant and/or such other information and documentation as GreenPoint
may require. If an applicant cancels his or her application after such
application has been locked in with or underwritten by GreenPoint, and
such applicant subsequently applies to Associate for a loan type
offered by GreenPoint, Associate must offer such loan application to
GreenPoint for assignment and delivery.
6. LOAN TYPES:
From time to time GreenPoint will provide Product Description Sheets to
Associate as part of the Manual. These sheets represent loan types
available to the Associate and may provide information concerning, but
not limited to, fees, maximum loan-to-value, private mortgage
insurance, underwriting, income ratios, and assumptions. Any or all of
said types and the processing and closing requirements for said types
may be changed or canceled at any time; however, such change or
cancellation does not affect existing lock-in commitments. GreenPoint
will notify Associate of changes and/or cancellations by Associate
Program Announcements and/or by revisions to the Manual. Approvals of
individual loans by GreenPoint will take the form of a written approval
letter if the loan involves proposed construction and written closing
instructions if the loan involves existing construction.
7. TERMINATION OR MODIFICATION:
This Agreement will continue until terminated by either GreenPoint or
Associate. Said termination will be effective fifteen (15) days after
written termination notice is received by the other party. Applications
locked-in with GreenPoint at time of termination will thereafter be
delivered by Associate to GreenPoint under terms of this Agreement as
if it had not been terminated. All representations, warranties, rights
to audits, repurchase obligations, and other remedies will survive said
termination.
This Agreement may be modified only if done so in writing and signed by
both Associate and GreenPoint. Associate acknowledges that GreenPoint
may at any time modify the provisions of the Manual, including
descriptions of the loan types offered by GreenPoint.
8. REPURCHASE:
Subject to the right to cure described below, Associate agrees to
repurchase from GreenPoint within thirty business days after
GreenPoint's demand any closed loan: (1) if Associate has failed to
fully comply in its activities relating to the loan with any applicable
laws and regulations or with any applicable provisions relating to the
secondary market; (2) if the loan documentation for which Associate is
responsible is incomplete, incorrect, or improperly prepared; (3) if a
loan in default has a material misrepresentation by the mortgagor and
such misrepresentation was a material cause for the default; or (4) if
any representation or warranty by Associate was otherwise breached. If
Associate cures to GreenPoint's satisfaction the defect or deficiency
identified by GreenPoint within the thirty day period described above,
Associate shall not be obligated to repurchase the loan in question.
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GREENPOINT MORTGAGE
The repurchase price shall be as follows: (1) if the loan has been
assigned to a secondary market investor by GreenPoint, the repurchase
price shall be equal to the net amount paid by GreenPoint to such
assignee to repurchase such loan, plus accrued but unpaid interest on
such loan from date of repurchase by GreenPoint through date of
repurchase by Associate, less borrower's current escrow/impound
balance, if any, deposited with GreenPoint; or (2) if the loan has
never been assigned by GreenPoint, the repurchase price shall be equal
to the unpaid balance of the loan, less borrower's current
escrow/inpound balance, if any, deposited with GreenPoint, plus
GreenPoint's cost to carry the loan for the period from date of loan
closing by GreenPoint through the date of repurchase by Associate.
9. DEFAULT AND REMEDIES:
Associate will be in default under this Agreement if it breaches any of
the terms of this Agreement, including but not limited to: (a) any
obligation contained in Section 8 hereof; (b) failing to deliver all
applications locked-in except if excused under provisions of Section 5
hereof; (c) failing to deliver to GreenPoint any loan application for a
loan type offered by GreenPoint relating to the same applicant, and
secured by the same property that was the subject of a previously
locked in or underwritten loan application that was not delivered; (d)
failing to make best efforts in loan origination responsibilities; and
(e) failing to follow any policy or procedure contained in the Manual
as may be revised from time to time. If Associate is in default under
this Agreement, GreenPoint will be entitled to elect any remedy that
may be available to it at law. All remedies provided in this Agreement
are cumulative and non-exclusive. If GreenPoint engages an attorney to
enforce this Agreement and prevails, GreenPoint will be entitled to be
reimbursed by Associate for all court costs, expenses and attorney fees
associated with such an enforcement action.
10. LOAN DENIALS:
GreenPoint alone shall make its underwriting determinations in
accordance with its underwriting guidelines. If GreenPoint declines a
loan application, it shall prepare and send an adverse action notice to
the Lender Associate. If GreenPoint declines a loan application and the
Lender Associate is unable to make or arrange for an offer of credit
with another creditor or if the applicant does not expressly accept or
use any credit offered, Lender Associate shall deliver to the applicant
the adverse action notice provided by GreenPoint as required by
applicable law.
11. PREPAYMENT IN FULL:
GreenPoint shall provide Associate with written notice should
GreenPoint, or its successors or assigns, receive funds sufficient to
prepay in full any Loan within Ninety (90) calendar days following the
date GreenPoint purchases such a Loan from Associate. Within thirty
(30) calendar days following the date of such notice, Associate shall
forward to GreenPoint an amount equal to the total of all compensation
paid, directly or indirectly, to Associate by GreenPoint in connection
with such a Loan.
12. MISCELLANEOUS PROVISIONS:
A. GreenPoint's failure to enforce a provision of this Agreement
does not constitute a waiver of that or any other provision of
this Agreement.
B. This Agreement shall be construed and governed by the laws of
the State of North Carolina.
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C. Concerning each and every term, condition and provision of
this Agreement and the commitments entered pursuant thereto,
time is of the essence.
D. Associate's rights and obligations hereunder are not
assignable without GreenPoint's written consent. GreenPoint
has the right to assign this Agreement and its duties,
obligations or rights hereunder upon written notice to
Associate.
E. Associate will promptly advise GreenPoint of any substantial
change in its ownership, financial condition, or senior
management. In addition to GreenPoint 's rights to terminate
this Agreement as provided above, GreenPoint may refuse to
lock in Associate's loans if GreenPoint reasonably determines
that Associate will be unable to fulfill any of its
obligations under this Agreement.
F. GreenPoint will have access to books and records of Associate
as it may reasonably require in order to verify that locked in
loans not delivered by Associate were not closed because of
reason permitted under Section 5 above.
G. Associate shall cooperate with GreenPoint in furnishing
documents and information as requested from time to time by
GreenPoint.
IN WITNESS WHEREOF, GreenPoint and Associate hereto execute this Agreement as
evidenced by the signatures of the duly authorized officers of each.
GreenPoint Mortgage Corp.
(GreenPoint) (Associate)
BY: BY: /s/ Xxxxxx Xxxxxxxxx
TITLE: TITLE: President
DATE: DATE: 11/9/98
ATTEST: ATTEST:
(SEAL) (SEAL)
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