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Exhibit 10.33
CORRESPONDENT BROKER AGREEMENT
This agreement is entered into between NEW AMERICA FINANCIAL, INC. ("New
America"), whose address is ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇▇▇▇,
▇▇▇▇▇ ▇▇▇▇▇, and the broker identified on the signature page (the "Broker").
1. New America and Broker hereby agree that, on a non-exclusive basis as to
both parties, Broker may locate and qualify potential borrowers for
conventional residential mortgage loans which New America will underwrite,
close, and sell into the secondary mortgage market. Broker shall be an
independent contractor and not the agent of New America or a partner or
joint venturer of New America.
2. Broker warrants that all information about Broker submitted to New America
by Broker is and will be accurate. Broker acknowledges that New America is
relying upon such information as an inducement to entering into this
agreement and will be relying on such information in connection with the
funding of loans submitted to New America. If there should be any material
adverse change in such information, Broker will promptly advise New America
of such fact. Upon request from New America, Broker shall furnish New
America copies of Broker's most recent financial statements (audited if
available).
3. Broker shall not represent itself to be the agent of New America or in any
relationship with New America other than that of independent contractor.
Broker has no authority to commit New America or bind it to any contract.
4. If the law applicable to Broker requires that Broker be licensed to conduct
its business as loan broker, Broker represents that Broker has all of the
necessary licenses and shall furnish New America copies of such licenses and
keep such licenses in effect during the term of this Agreement.
5. Broker agrees to obtain information about the loan programs offered by New
America, explain such programs to its customers, qualify prospects at New
America's then-current rates, and prepare a preliminary Good Faith Estimate
of Settlement Charges including any fees to be paid to Broker.
6. By submitted a loan application to New America, Broker shall warrant and
represent the following:
a. Broker will have verified all information on loan applications submitted
by Broker in accordance with prudent underwriting standards.
b. All documents submitted to New America are genuine.
c. All representations with respect to the application are true.
d. All appraisals and credit reports have been obtained from sources which
have been approved in writing by New America.
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e. Broker has disclosed all information known to or suspected by Broker
with respect to the application, the prospective borrower, and the
security for the loan, and agrees to immediately disclose to New America
any additional such information Broker may obtain between the time of
submission of the loan to New America and the funding of the loan.
f. Broker has full authority to submit such loan application to New America
without violating any agreement, law, or order relating to Broker.
g. The procedures, eligibility requirements, forms, and other aspects of
the loan application shall be in accordance with the requirements of
Federal National Mortgage Association or Federal Home Loan Mortgage
Corporation, and in compliance with all applicable federal, state, and
local laws, regulations, and ordinances including, without limitation
the Truth-in- Lending Act, the Real Estate Settlement Procedures Act,
the Fair Credit Reporting Act, the Home Mortgage Disclosure Act, the
Community Reinvestment Act, and the Equal Credit Opportunity Act. Every
loan submitted to New America by Broker shall include written evidence
of such compliance.
7. No loan application submitted to New America shall be approved by New
America except by written notification to Broker. Such approval may be
granted or withheld by New America in its sole discretion, and New America
is not obligated to approve any application.
8. Broker will submit to New America all information New America may request
with respect to an application. New America may verify any information with
respect to an applicant or Broker, including, without limitation, obtaining
credit reports on Broker and the applicants. No such verification and no
quality control audits or reviews by New America will relieve Broker from
responsibility for Broker's warranties and representations made hereunder or
a waiver of any claim New America may have for the incorrectness of any such
representations or warranties.
9. Neither New America nor Broker shall be responsible for the other's
compliance or failure to comply with any applicable laws, regulations, or
ordinance.
10. No rate quotations, lock-ins, or commitments will be binding upon New
America unless in writing and signed by an authorized representative of New
America.
11. Broker will not share Broker's compensation with any other party, and the
loan proceeds will not be paid (except for payment to a lender to satisfy an
existing loan on the subject property) to any party who compensates or is
compensated by Broker, is under common ownership or control with Broker, or
shares profits or losses with Broker.
12. This Agreement shall continue until terminated, with or without cause, by
either party by giving written notice of termination to the other. The
termination shall be immediate upon the giving of such notice but shall not
affect any representation or warranty by Broker with respect to an
application or loan which has funded and will not affect any commitment
which New America has previously issued in writing.
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13. Broker hereby agrees to indemnify New America against and hold New America
harmless from all liability, loss, cost, and expense, including, without
limitation, reasonable attorneys' fees and costs of investigation, resulting
from any breach of Broker's warranties, representations, or covenants herein
or from any acts or omissions of Broker or its agents or employees. Broker
agrees to promptly reimburse New America for any loss, cost, or expense New
America may incur as a result of the liquidation of any loan or the security
for any loan submitted to New America by Broker.
14. New America shall have a contractual right to set off any money New America
owes to Broker against any obligation of Broker to New America, but any such
setoff shall not constitute an accord and satisfaction unless agreed to in
writing by the parties. If Broker collects any funds in connection with any
loan submitted to New America, Broker shall hold such funds in trust for New
America in a separate account.
15. No failure to act or exercise any remedy for any violation of this Agreement
by either party shall constitute a waiver of such violation or consent to
any future violation.
16. This Agreement may not be assigned by either party hereto but is personal
between New America and Broker. Neither party will reveal any confidential
information about the other which it may receive in connection with this
Agreement except pursuant to subpoena or other court order.
17. Broker has no authority to make any representations on behalf of New America
except to quote loan rates and terms which have been quoted by New America
in writing.
18. This Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective successors.
19. This Agreement shall be governed by and construed in accordance with the
laws of the State of Texas. Any action to enforce or interpret this
Agreement shall be brought in Dallas County, Texas. All disputes under this
Agreement shall be resolved by binding arbitration conducted in Dallas,
Texas under the rules of the American Arbitration Association then in force.
The prevailing party in any such proceeding shall be entitled to recover its
reasonable attorneys' fees as part of any award.
20. All notices hereunder shall be in writing and deemed delivered when
delivered in person or three days after depositing in the United States
mails, properly addressed, postage prepaid, registered or certified mail,
return receipt requested, addressed to New America at the address shown
above or to Broker at the address shown below Broker's signature.
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21. This Agreement contains the entire agreement of the parties with respect to
the subject matter hereof, supersedes all prior understandings or
agreements, and can be amended only by written instrument signed by the
party to be bound by such amendment. There are no unwritten or oral
agreements between the parties with respect to the subject matter hereof. If
any part of this Agreement is unenforceable, the unenforceable provision
shall be disregarded and the balance of the Agreement shall be enforced in
accordance with its terms.
Executed ________________, 199____.
NEW AMERICA:
NEW AMERICA FINANCIAL, INC.
By:
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Authorized Officer
BROKER:
E-LOAN, INC.
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(Name)
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
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Title: President
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Address: ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇. ▇▇▇
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