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Exhibit 10.30
CORRESPONDENT This Agreement is dated the 15th day of June, 1998,
AGREEMENT between Citicorp Mortgage, Inc. ("Citicorp") and E Loan, Inc.
("Correspondent").
FORM 200
In consideration of the terms contained in this Agreement, Citicorp and
Correspondent agree as follows:
1. PURCHASE AND SALE OF MORTGAGE LOANS
From time to time, Correspondent may sell to Citicorp and Citicorp may
purchase from Correspondent one or more mortgage loans in accordance
with the procedures and on the terms and conditions set forth in
Citicorp's Correspondent Manual ("Manual"), Citicorp's requirements
("Program Requirements") as amended from time to time for each type of
loan, and this Agreement.
Regarding each mortgage loan proposed to be sold by Correspondent to
Citicorp, Correspondent will deliver to Citicorp loan documentation in
accordance with the procedures and requirements set forth in the Manual
and Program Requirements. Citicorp may purchase mortgage loans with or
without a complete review of the loan documentation. Citicorp's review
of, or failure to review, the loan documentation shall not affect
Citicorp's rights to demand repurchase of a mortgage loan or other
relief provided by this Agreement.
For each mortgage loan Citicorp agrees to purchase, Citicorp shall pay
the amount agreed upon by Citicorp and Correspondent in accordance with
the procedure set forth in the Manual ("Purchase Price"). Citicorp may
offset against the Purchase Price any outstanding fees or other amounts
owing from Correspondent to Citicorp in connection with the particular
purchase or other transactions.
As of the date Citicorp purchases each mortgage loan, Correspondent
hereby transfers to Citicorp all of its rights and interest in and to
the mortgage loan, including without limitation all documents held or
subsequently acquired by Citicorp relating to the loan.
2. REPRESENTATIONS AND WARRANTIES
Correspondent makes the following representations and warranties:
(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 under the
laws of the state of its incorporation or domicile or under
Federal law; that it is authorized to do business in each
state where it makes mortgage loans or where a property
securing any of its mortgage loans is located; that all
corporate or other actions and approvals necessary for the
execution and performance of this Agreement have been taken
and/or received; and that no consent from any third party is
required for the execution and performance of this Agreement.
(b) That, if required by applicable law, it is the holder of a
valid lender, broker or other applicable license or licenses
bearing number(s) __________________ issued by the State(s) of
California, which Correspondent shall maintain in good
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.
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Correspondent agrees to provide Citicorp with copies of all
such license(s) upon request by Citicorp.
(c) If the Correspondent is a partnership, proprietorship or
limited liability company or partnership, that the owners and
senior officers of Correspondent consent to allow Citicorp to
periodically investigate their backgrounds. The scope of
background checks will include but not be limited to obtaining
credit bureau reports. Correspondent acknowledges and shall
notify all such owners and senior officers of Citicorp's right
to obtain updates to all such background information on a
periodic basis and the aforesaid individual(s) will, upon
written request by Citicorp, 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 of
individuals convicted of crimes involving dishonesty or breach
of trust).
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CORRESPONDENT
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(e) That Correspondent is an approved seller/servicer of
conventional residential adjustable and fixed-rate mortgage
loans for FNMA, FHLMC or FHA; that Correspondent is duly
qualified, licensed, registered and otherwise authorized under
all applicable laws and regulations and is in good standing to
endorse, originate, sell mortgage loans to, and service
mortgage loans in the jurisdiction(s) where the properties
securing its mortgage loans are located for FNMA, FHLMC or
FHA, and no event has occurred that would make Correspondent
unable to comply with FNMA, FHLMC or FHA eligibility
requirements or that would require notification to FNMA, FHLMC
or FHA.
(f) That Correspondent does not believe, nor does it have any
reason or cause to believe, it cannot perform every covenant
contained in this Agreement or continue to carry on its
business substantially as now conducted; that it is solvent
and the sale of mortgage loans will not cause it to become
insolvent; that no action, suit, proceeding or investigation
pending or threatened against Correspondent, either alone or
in the aggregate, may result in its inability to carry on its
business substantially as now conducted; and that the sale of
mortgage loans under this Agreement is not undertaken with the
intent to hinder, delay or defraud any of its creditors.
(g) That Correspondent does not currently and will not in the
future employ any entity or individual on the FHLMC
exclusionary list.
(h) That neither this Agreement nor any statement, report or other
information provided or to be provided pursuant to this
Agreement (including but not limited to the statements and
information contained in the documentation for each mortgage
loan purchased by Citicorp) contains or will contain any
misrepresentation or untrue statement of fact or omits or will
omit to state a fact necessary to make the information not
misleading. The provisions of this sub-section shall not apply
to information obtained from (i) appraisers, escrow agents,
title companies, closers, credit reporting agencies or any
other entity approved by Citicorp ("Approved Entity") unless
Correspondent knows or has reason to believe that any
information provided by such Approved Entity is not true,
correct or valid in any material respect and (ii) the mortgage
loan applicant(s) unless Correspondent knows, has reason to
believe or, after performing its normal due diligence and
quality control review, should have known that any information
provided by the mortgage loan applicant(s) is not true,
correct or valid in any material respect.
(i) That the documentation for each mortgage loan sold to Citicorp
shall be duly executed by the mortgagor and create a valid and
legally binding obligation of the mortgagor and first lien on
the property securing the loan; that the mortgage loan shall
be fully enforceable and originated in accordance with the
Manual and Program Requirements and all amendments and
bulletins thereto which are in effect as of the mortgage loan
closing date, serviced in accordance with FNMA, FHLMC or FHA
requirements and industry standards, and subject to no
defects, including but not limited to damage to the property
securing the loan, lien imperfections or environmental risk.
(j) That any third-party originators referring, or in any way
involved with, any mortgage loan shall be at a minimum
approved by Correspondent according to FNMA and FHLMC
guidelines for approving third-party originators, as further
described in the Manual.
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(k) That Correspondent has obtained the Manual and Program
Requirements and all amendments and bulletins thereto and has
reviewed, or upon execution of this Agreement will promptly
obtain and review them, and will comply with all instructions
and criteria contained in such Manual and Program Requirements
and all amendments and bulletins thereto. Both parties agree
that the aforesaid Manual and Program Requirements and all
amendments and bulletins to such Manual and Program
Requirements shall be incorporated by reference herein and
shall form part of this Agreement.
(l) That Correspondent will immediately notify Citicorp if it (i)
fails to maintain any license in violation of (b) above and/or
(ii) becomes subject to any enforcement and/or investigative
proceeding by any licensing or regulatory authority or agency.
(m) That Correspondent will promptly respond to or otherwise
comply with Citicorp's reasonable request(s) for periodic
financial statements of Correspondent and/or any of its
principal owner(s).
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3. COSTS
Correspondent shall pay all costs and expenses incurred in
connection with the transfer and delivery of mortgage loans,
including but not limited to assignment preparation and
recording fees, fees for title policy endorsements and
continuations, and Correspondent's attorneys' fees.
4. ADVERTISING
Correspondent may advertise to the public the availability of
lending programs, but may not in any way identify Citicorp in
any advertising unless otherwise required by applicable law
and Citicorp has given its advance written approval.
During the first twelve (12) months after the date any
mortgage loan is purchased by Citicorp, Correspondent
represents and warrants that Correspondent, Correspondent's
employees, agents and/or affiliates will not, without the
prior written permission of Citicorp, (i) use targeted
advertising, solicit or otherwise directly encourage or incent
the loan borrower(s) to refinance the mortgage loan that was
purchased by Citicorp or (ii) sell or distribute any customer
list incorporating the names of such loan borrower(s) to any
outside party. Lender and Correspondent agree that nothing
contained herein shall prohibit advertising or solicitation by
Correspondent that is directed to the general public in the
area where the mortgage loan borrower(s) reside(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 7 of this Agreement.
6. RELATIONSHIP BETWEEN CITICORP AND CORRESPONDENT
This Agreement will not create any agency between
Correspondent and Citicorp. Correspondent shall conduct its
business under this Agreement as an independent contractor and
shall have the rights and responsibilities of an independent
contractor.
Citicorp shall not be responsible for any actions or omissions
by Correspondent. Correspondent agrees it will not represent,
orally, in writing, by implication or otherwise, that it can
act in any capacity on behalf of Citicorp.
Citicorp is prescribing no marketing plan for Correspondent
and exercises no control over the methods, operations and
practices of Correspondent except as provided in this
Agreement and the Manual and Program Requirements.
Correspondent acknowledges it is not selling or distributing
Citicorp's services, and Citicorp has made no promise,
representation or warranty regarding the profitability of any
arrangement with Correspondent.
Correspondent acknowledges Citicorp will be providing
Correspondent with valuable proprietary information
("Confidential Information"), including but not limited to
information regarding Citicorp's products, programs,
underwriting policies, procedures and customers. Except as
necessary to perform its obligations under this Agreement or
as required by law, Correspondent will not disclose any
Confidential Information to any person outside Correspondent's
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organization and will limit access to this information within
its organization on a strict "need to know" basis.
Correspondent will require all of its employees and other
agents to meet its obligations under this Agreement regarding
Confidential Information.
7. TERMINATION
Citicorp may immediately terminate this Agreement without
notice and Citicorp then will have no further obligations
under this Agreement upon: (1) the failure of Correspondent to
perform or abide by any term or obligation contained in this
Agreement; (2) any representation or warranty made by
Correspondent being found by Citicorp to be false or incorrect
in any material respect; (3) commencement by or against
Correspondent of any bankruptcy, insolvency or similar
proceedings; (4) Citicorp's determination that Correspondent's
actions contravene the terms of this Agreement or adversely
impact Citicorp's activities or reputation; or (5) the failure
of loans sold by Correspondent to Citicorp pursuant to this
Agreement to satisfy Citicorp's expectations regarding loan
quality and/or performance. Either party may terminate this
Agreement for any other reason upon 10 days
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prior written notice to the other. In the event of
termination, Correspondent shall fully cooperate with and
assist Citicorp in obtaining the documentation necessary to
complete the processing and full resolution of all matters
(including but not limited to the delivery of all application
and/or closed loan documents) relating to registered
applications eligible for closing and all closed loans. In the
event of termination, Citicorp will process loan registrations
made on or before the termination date provided all such
registrations comply in all material respects with Citicorp's
loan origination and/or closing requirements related to each
such loan registration.
8. ASSIGNMENT
Correspondent may not assign this Agreement or any of its
responsibilities under this Agreement. Citicorp reserves the
right, upon notice, to assign its obligations and
responsibilities under this Agreement to any affiliated entity
engaged in the business of residential financing.
9. NON-EXCLUSIVE AGREEMENT
Correspondent's rights under this Agreement are on a
non-exclusive basis. Citicorp shall be free to market its
products and services to, and to contract with, other parties
and customers as it deems appropriate. Correspondent is under
no obligation to submit mortgage loans for purchase by
Citicorp.
10. INDEMNIFICATION
Correspondent agrees to indemnify and hold Citicorp harmless
from any and all claims, actions and costs, including
reasonable attorneys' fees and costs, arising from
Correspondent's performance or failure to perform under the
terms of this Agreement, or arising from any fraud,
misrepresentation or breach of warranty or covenant under this
Agreement or arising from Correspondent'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
Correspondent and shall survive the expiration and termination
of this Agreement.
11. GOVERNING LAW
This Agreement shall be governed by the laws of the State of
Missouri and applicable federal law.
12. 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 Citicorp should be sent to:
Citicorp Mortgage, Inc.
00000 Xxxxx Xxxxx Xxxxx Xxxxx, XX-000
Xx. Xxxxx, XX 00000
Attn.: Xx. Xxxxx Xxxxxxxxxx
or another address designated in writing by
Citicorp from time to time.
All notices addressed to Correspondent should be sent to its
office at:
E-Loan, Inc.
0000 Xxxxxxx Xxxxxxx #000
0
Xxxxxx XX 00000
Attn: Xxxxx Xxxxxxx
or another address designated in writing by Correspondent from
time to time.
13. ADVERSE ACTION NOTICE REQUIREMENTS
Correspondent agrees to provide adverse action notices as
appropriate in accordance with the requirements of the Federal
Equal Credit Opportunity Act and Federal Reserve Regulation B.
In accordance with Regulation B 202.9(g), Correspondent agrees
that in the event Citicorp reviews a mortgage loan application
prior to closing by Correspondent and the application is not
approved by Citicorp or Correspondent, Correspondent shall
provide an adverse action and identify each creditor,
including Citicorp, on whose behalf the notice is given.
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14. MODIFICATION, MERGER, NO WAIVER OF RIGHTS
This Agreement may not be modified except in a writing signed
by Citicorp and Correspondent. This Agreement (including the
Manual and Program Requirements and all amendments and
bulletins thereto) contains the entire agreement of the
parties and supersedes all previous agreements (including all
amendments thereto) between the parties hereto. Any
representations, promises or agreements not contained in this
Agreement shall have no effect. The failure of either party to
exercise any right given to it under this Agreement or to
insist on strict compliance of any obligation under this
Agreement shall not constitute a waiver of any right,
including the right to insist on strict compliance in the
future.
15. CUSTOMER CONTACT
Prior to the purchase of the related mortgage loan, Citicorp
may contact any loan borrower if Citicorp considers such
contact reasonably necessary and appropriate for processing
the loan purchase request.
16. CURE OR REPURCHASE
If Citicorp, in its sole and exclusive discretion, determines
any mortgage loan purchased pursuant to this Agreement:
(i) was underwritten and/or originated in violation of any term or
condition of this Agreement, the Manual and/or Program
Requirements and all amendments and bulletins thereto which
was (or were) in effect as of the mortgage loan closing date;
(ii) 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
(iii) must be repurchased from any secondary market investor
(including but not limited to the Federal National Mortgage
Association and Federal Home Loan Mortgage Corporation) due to
a breach by Correspondent of any representation or warranty
contained in this Agreement, the Manual and/or Program
Requirements and all amendments and bulletins thereto.
Correspondent will, upon notification by Citicorp and/or such
secondary market investor, (i) immediately correct or cure
such defect within the time prescribed by Citicorp and/or any
such secondary market investor to the full and complete
satisfaction of Citicorp and/or any such secondary market
investor or (ii) repurchase such defective loan from Citicorp
or such secondary market investor at the price required by
Citicorp or such secondary market investor ("Repurchase
Price"). If Citicorp or such secondary market investor
requests such repurchase, Correspondent shall, within ten (10)
business days of Correspondent's receipt of such repurchase
request, pay to Citicorp and/or such secondary market investor
the Repurchase Price by cashier's check or wire transfer of
immediately available federal funds. If such defective loan is
owned by Citicorp at the time of repurchase by Correspondent,
Citicorp shall, upon receipt of the Repurchase Price, release
to Correspondent the related mortgage file and shall execute
and deliver such instruments of transfer or assignment, in
each case without recourse or warranty, as shall be necessary
to vest in Correspondent or its designee title to the
repurchased loan.
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Correspondent agrees and acknowledges that the provisions of
this Section 16 do not, in any way, eliminate, diminish or
impair Correspondent's indemnification obligations contained
in Section 10.
17. ON-SITE REVIEW
Correspondent shall permit any employee or designated
representative of Citicorp, at any reasonable time during
regular business hours and upon reasonable advance written
notice by Citicorp, to examine and make audits of any of the
processes implemented and documents kept by Correspondent
regarding any loan purchased by Citicorp pursuant to this
Agreement and to reproduce and take copies of any such
documents.
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18. AUTHORITY TO EXECUTE AGREEMENT
Correspondent represents and warrants that it has all
requisite power, authority and capacity to enter into this
Agreement and to perform all obligations required of it
hereunder. The execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby have
each been duly and validly authorized by all necessary
action(s). Correspondent shall, upon request by Citicorp,
execute such supplemental resolutions, acknowledgments and/or
certifications as may be reasonably necessary to evidence such
power, authority and capacity.
IN WITNESS WHEREOF, the parties have signed this Agreement.
CITICORP MORTGAGE, INC. E - Loan, Inc.
(CORRESPONDENT)
By:/s/ Xxxxxx Xxxxxxxxx By:/s/ Xxxxx Xxxxxxx
------------------------------- --------------------------------
Title Vice President Title Director, Mortgage Banking
----------------------------- ------------------------------
Date 7/31/98 Date 6/15/98
------------------------------ -------------------------------
NOTE THE TEXT OF THIS AGREEMENT MAY NOT BE CHANGED IN ANY MANNER WHATSOEVER
WITHOUT THE PRIOR WRITTEN PERMISSION OF CITICORP.
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Correspondent Program
RESOLUTION
OF BOARD OF
DIRECTORS
FORM 102
of E Loan, Inc.
(Name of Correspondent)
RESOLVED that
Xxxxx Xxxxxx the CEO, and
(Name) (Title)
Xxxxxx Xxxxxxxxx the President, and
(Name) (Title)
Xxxxxx X. Xxxxxxx the Director, Mortgage Banking, and
(Name) (Title)
Xxxxx Xxxxxxx the CFO, and
(Name) (Title)
of this corporation, or any one or more of them or their duly elected
or appointed successors in office, be and each of them is hereby
authorized and empowered in the name of and on behalf of this
corporation and under its corporate seal, from time to time while this
resolution is in effect, to execute any and all agreements, contracts,
assignments, endorsements and issuance of checks or drafts, reports,
mortgage documents, and other papers in connection with documents, and
furnish any information required or deemed necessary or proper by
Citicorp Mortgage, Inc., in connection with the foregoing.
CERTIFICATION
I HEREBY CERTIFY that the foregoing is a true and correct copy of a
resolution presented to and adopted by the Board of Directors of E Loan
Inc. at a meeting duly called and held at Palo Alto, CA on the 15th day
of June, 1998, at which a quorum was present and voted, and that such
resolution is duly recorded in the minute book of this corporation;
that the officers named in said resolution have been duly elected or
appointed to, and are the present incumbents of, the respective offices
set after their respective names.
(Corporate Seal)
/s/ Signature Illegible
Assistant Secretary
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