Exhibit 10.10
SELLER CONTRACT
This Seller Contract, as may be amended, supplemented or otherwise modified from
time to time, (the "Contract") is entered into this 21ST day of FEBRUARY, 2001,
by and between GreenPoint Mortgage Funding Inc. (hereafter referred to as the
"Company") its successors and assigns and E-LOAN, INC. (hereafter referred to as
"Seller") with reference to the following.
The Seller desires to sell mortgage loans and the Company desires to purchase
mortgage loans fi-c m Seller pursuant to the terms of this Contract, and the
Seller Guide incorporated herein by reference, and made a part hereof, as
amended, supplemented or otherwise modified, from time to time.
NOW, THEREFORE, in consideration of the premises and the terms, conditions and
agreement., set forth below, the parties agree as follows.
1) INCORPORATION OF GUIDE BY REFERENCE
The Seller acknowledges that it has received and read the Guide and has the
ability to sell and service mortgage loans in accordance with the Guide. All
provisions of the Guide arc incorporated by reference into and made a part of
this Contract and shall be binding upon the parties. All terms used herein shall
have the same meanings as such terms have in the Guide, unless the context
clearly requires otherwise.
2) AMENDMENTS
This Contract, but not the Guide, may be amended, modified or have specific
Sections waived only in writing and signed by both parties hereto. Any such
amendment, modification, or waiver to the Contract must expressly reference this
Contract. However, with regards to the Guide, the Company in its sole discretion
may amend, modify, supplement or waive any Section or Section(s) of its Guide at
any time. Any such amendment, modification, supplement or waiver shall be in
writing, and shall be binding on the Seller upon ten (10) days written notice of
such changes.
3) SELLER DUTIES
Seller shall diligently perform all duties incident to the selling of all
mortgages sold by the Seller t) the Company from time to time. In the
performance of such duties, Seller shall comply with all of the provisions of
the Guide and with all other requirements and instructions of the Company.
Seller shall perform such services at its so e expense except as otherwise
expressly provided in the Guide.
Exhibit 10.10
4) DOCUMENTS AND RECORDS
Seller agrees to create, maintain and transmit all mortgage papers and documents
including permanent mortgage account records in accordance with the Guide.
Company shall have sole custody of all such mortgage papers and documents
including the permanent mortgage account records. Seller shall maintain accurate
r(cords and books of account, an adequate system of audit and internal control,
and shall conduct its servicing activities in a responsible and businesslike
manner. Seller shall promptly notify the Company in writing of any activity or
action, either internal or external, which could potentially affect adversely
the terms of any mortgage serviced hereunder or the ability of Seller to service
any mortgage.
5) SELLER'S STATUS AS INDEPENDENT CONTRACTOR
At no time shall the Seller represent that it is acting as an agent of the
Company. The Seller shall, t all times, act as an independent contractor.
6) ASSIGNMENT
This contract, the Guide and related commitments may not be assigned or
transferred, in whole or n part, by the Seller without the prior written consent
of the Company. The Company may sell, assign, pledge or in an y other way
transfer in whole or in part, its rights and obligations under this Contract to
one of its subsidiaries without notice or consent. Any other transfer by the
Company will be allowed and will be effective upon written notice by the Company
to Seller.
7) NOTICES
All notices, requests, demands or other communications that are to be given
under this Contract shall be in writing, addressed to the appropriate parties
and sent by first class mail, postage prepaid, to the addressees below.
8) TERMINATION
This Contract will continue until terminated by either the Company Or Seller.
Such termination will be effective ten (10) days after either party provides
written notice of termination by first class or certified mail, or personal
delivery of notice to the other party. Termination may be for any reason or no
reason at all. Loan applications and loans locked in with the Company at the
time that the Notice of Termination is sent by a party shall be delivered by
Seller to the Company under the terms of this Contract as if it had not been
terminated; provided, however that if this Contract is terminated by the Company
for the stated reason that Seller breached any term or condition of this
Contract or the Guide, the Company shall also have the right, in its sole
discretion, to terminate any commitments issued before the effective date of
such termination. All representations, warranties, rights to audits,
indemnifications, repurchase obligations, and any other remedies will survive
any termination of this Contract.
-2-
Exhibit 10.10
9) MISCELLANEOUS
The Contract, including all documents incorporated by reference herein,
constitutes the entire understanding between the parties hereto and supersedes
all other agreements, covenants, representations, warranties, understandings and
communications between the parties, whether written or oral, with respect to the
transactions contemplated by this Contract. All section headings contained
herein are for convenience only and shall not be construed as part of this
Contract. Any provision of this Contract that is prohibited or unenforceable in
any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
prohibition or unenforceability without invalidating the remaining portions
hereof or affecting the validity or enforceability of such provision in any
other jurisdiction, and, to this end, the provisions hereof are severable. This
Contract shall be governed by, construed, and enforced in accordance with,
applicable federal laws and the laws of the State of California without regard
to any conflict of laws, principles. Any legal dispute involving this contract
or the Guide shall only be brought in the appropriate Court in the County of
Marin, State of California.
SELLER GREENPOINT MORTGAGE FUNDING INC.
Name: E-LOAN, INC.
------------
Address: 0000 XXXXXX XXXX 0000 XXXXXXXX XXXXXXX XXXXXX, XXXXX 000
------------------------ ---------------------------------------
XXXXXX, XX 00000 XXXXXXXX, XX 00000
------------------------ ------------------
By: /S/ XXXXXX X. XXXXXXX By:/S/ ILLEGIBLE
---------------------------- ------------------
XXXXXX X. MAJENUS
---------------------------- ---------------------------------
Typed Name Typed Name
V.P., SECONDARY MARKETING
---------------------------- --------------------------------
Title Title
-3-