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Exhibit 10.25
ADDENDUM TO MORTGAGE SELLING AND SERVICING CONTRACT
(Seller Only)
This Addendum modifies the Mortgage Selling and Servicing Contract (the
"Contract") dated February 12, 1999 between the Federal National Mortgage
Association ("▇▇▇▇▇▇ ▇▇▇", "we", "our", "us"), and E-Loan, Inc. (the "Lender").
This Addendum modifies the Contract to establish the Lender only as an approved
seller of mortgages and participation interests to us and not as an approved
servicer of such mortgages and participation interests in accordance with the
following terms and conditions:
1. Section I.A. of the Contract, "Purpose of Contract," is modified to
delete the following phrases:
- to establish the Lender as an approved servicer of mortgages we have
purchased or in which we have purchased a participation interest; and
- to provide the terms and conditions of servicing.
2. Section II.A.1.of the Contract, "Meet ▇▇▇▇▇▇ Mae Standards," is amended
to read as follows:
"The Lender, in our judgment, must have at all times the capacity to
sell to us mortgages and participation interests that meet our purchase
standards and the standards generally imposed by private institutional
mortgage investors."
3. Notwithstanding any other provisions of the Contract to the contrary,
the Lender shall not service any mortgages we purchase or in which we
purchase a participation interest.
4. Before we purchase any mortgage or any participation interest in any
mortgages, the Lender shall arrange for the servicing of those
mortgages or participation interests to be transferred to another
lender that is acceptable to us and has signed a Mortgage Selling and
Servicing Contract with us. The transferee servicer must, among other
things, accept the origination and servicing obligations for all
mortgages sold to ▇▇▇▇▇▇ ▇▇▇ by the Lender. The Lender and the
transferee servicer must sign documents acceptable to ▇▇▇▇▇▇ Mae and
take other reasonable steps as may be required by ▇▇▇▇▇▇ ▇▇▇ to perfect
the assignment of such mortgages to the transferee servicer and to
otherwise protect ▇▇▇▇▇▇ Mae's interests.
5. The Lender agrees to sell mortgages to us only on a negotiated basis
through our Western Regional Office. Without ▇▇▇▇▇▇ Mae's prior written
authorization, the Lender cannot use ▇▇▇▇▇▇ Mae's Desktop Trader or
cash commitment window.
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6. Notwithstanding anything to the contrary in the ▇▇▇▇▇▇ ▇▇▇ Selling and
Servicing Guides, the Lender shall be required to maintain an
acceptable net worth (as determined by ▇▇▇▇▇▇ Mae in its sole
discretion) of at least $2.5 million, plus .1 percent (.001) of the
cumulative mortgage deliveries by the Lender to ▇▇▇▇▇▇ ▇▇▇. For
example:
Deliveries Minimum Adjusted Net Worth
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$ 0 $ 2.5 million
500 million 3.0 million
1 billion 3.5 million
In addition, the Lender agrees to the following:
- The Lender must obtain sufficient additional capital infusion
to maintain adequate working capital (as determined by ▇▇▇▇▇▇
Mae in its sole discretion) to meet the Lender's ongoing
business obligations, liabilities, and risks. The Lender
understands that the Lender's insufficient capital and/or
negative earnings (as determined by ▇▇▇▇▇▇ ▇▇▇ in its sole
discretion) may be deemed a breach of the Contract.
- The Lender must submit interim monthly financial statements to
▇▇▇▇▇▇ Mae within 30 days of the effective date of such
financial statements.
- The Lender must promptly submit monthly quality control
reports to ▇▇▇▇▇▇ ▇▇▇.
7. Notwithstanding anything to the contrary in the ▇▇▇▇▇▇ Mae Selling and
Servicing Guides, the Lender has agreed that it will only deliver to
▇▇▇▇▇▇ ▇▇▇, and ▇▇▇▇▇▇ ▇▇▇ will only accept, mortgages that are
processed through Desktop Underwriter ("DU") and on which DU displays
the recommendation "Approved/Eligible."
8. ▇▇▇▇▇▇ Mae may terminate, with or without cause, the provisions of the
Contract, as amended, by giving notice to the Lender pursuant to the
terms of the Contract.
9. All other terms of the Contract, including any previous modification
made to it, remain in effect.
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By executing this Addendum, the Lender and we agree to the terms hereof. This
Addendum takes effect on the date we sign this Addendum.
E-LOAN, INC.
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
--------------------------
(Authorized Signature)
V.P. Secondary Marketing
------------------------
(Type Name and Title)
Date: 2/23/99
-------
FEDERAL NATIONAL MORTGAGE ASSOCIATION
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
--------------------------------
(Authorized Signature)
--------------------------------
(Type Name and Title)
Date: FEB 12 1999
--------------------------------
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FANNIEMAE
MORTGAGE SELLING AND SERVICING CONTRACT
This contract establishes your contractual relationship with ▇▇▇▇▇▇ ▇▇▇ and
states the terms and conditions of selling and servicing mortgages on our
behalf. Your application package must include two signed originals of this form:
one for us to keep and the other for us to complete and return to you upon
approving your application.
INSTRUCTIONS
Once you have read this contract to ensure your understanding of its terms, you
are ready to complete the "signature page" (page 22), as follows:
- Complete all fields above the line "Federal National Mortgage
Association."
- For "Lender," enter your company name exactly as you entered it on the
Application for ▇▇▇▇▇▇ Mae Approval to avoid confusion. (i.e., If you
abbreviate it on the application form, use the same abbreviation on
this form.)
- Have this form signed by an individual who is listed as a principal of
your company on the Authorization for Verification of Credit and
Business References (Form 1001).
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FannieMae Contents
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Contract
Page
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MORTGAGE SELLING AND SERVICING CONTRACT
I General Information 1
II Eligibility Requirements for Lenders 2
III Sale of Mortgages and Participation Interests 3
IV Sale of Mortgages and Participation Interests-
Lender's Warranties 4
V Servicing Mortgages 8
VI Assignment, Consideration and Continuance 10
VII Assigning Mortgage Servicing 11
VIII Breaches of Contract 11
IX Termination of Contract 14
X Continuance of Responsibilities or Liabilities 17
XI Participation Interests--Special Provisions 18
XII Notice 20
XIII Prior Agreements 21
XIV Severability and Enforcement 21
XV Captions 21
XVI Scope of Contract 21
XVII Signatures and Date 22
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FANNIEMAE GENERAL INFORMATION
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CONTRACT
MORTGAGE SELLING AND SERVICING CONTRACT
This contract for selling and servicing mortgages (the "Contract") is between
the Mortgage Lender (the "Lender") that signs this document and the Federal
National Mortgage Association ("▇▇▇▇▇▇ ▇▇▇", "we", "our", "us"), a
corporation organized and existing under the laws of the United States.
I GENERAL INFORMATION
This section contains important basic information about the
Contract, which we are permitted to enter into under authority
of Title III of the National Housing Act (12 U.S.C. 1716, et.
seq.), which is also known as the Federal National Mortgage
Association Charter Act.
A. PURPOSE OF CONTRACT
The purpose of this Contract is:
- to establish the Lender as an approved seller of mortgages and
participation interests to us;
- to provide the terms and conditions of the sales;
- to establish the Lender as an approved servicer of mortgages
we have purchased or in which we have purchased a
participation interest; and
- to provide the terms and conditions of servicing.
B. CONSIDERATION
In consideration of the purpose of this Contract and of all the
provisions and mutual promises contained in it, the Lender and ▇▇▇▇▇▇
Mae agree to all that this Contract contains.
C. OUR GUIDES
We issue ▇▇▇▇▇▇ Mae's Guides to Lenders (our "Guides") and furnish them
to the Lender. These Guides are:
- Selling;
- Servicing; and
- Multifamily.
Whenever there is a reference to the Guides in this Contract, it means
the Guides as they exist now and as they may be amended or supplemented
in writing. We may amend or supplement them, at our sole discretion, by
furnishing amendments or supplementary matter to the Lender.
The term "Guides" also includes anything that, in whole or in part,
supersedes or is a substituted for the Guides.
D. IMPORTANT DEFINITIONS
Anywhere the words that appear below are used in this Contract, the
following definitions apply:
1. "MORTGAGE" -- A loan, evidenced by a note, bond or other instrument
of indebtedness. The loan is secured by a mortgage, deed of trust, deed
to secure debt or other instrument of security that applies to
property. "Mortgage" includes such instruments of indebtedness and
security, together with
- the evidence of title;
- the chattel mortgage or security agreement and financing
statement; and
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- all other documents, instruments and papers pertaining to the
loan.
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ELIGIBILITY REQUIREMENTS
FOR LENDERS
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CONTRACT
2. "FHA/VA MORTGAGE" -- A mortgage insured or guaranteed in whole or in
part by the Federal Housing Administration or Veterans Administration.
3. "CONVENTIONAL MORTGAGE" -- A mortgage other than an FHA/VA mortgage,
which ▇▇▇▇▇▇ Mae is authorized to purchase under the Federal National
Mortgage Association Charter Act.
4. "PROPERTY" OR "MORTGAGED PROPERTY" -- The property that is now
subject to a mortgage, or was subject to such mortgage, where the
mortgage has been foreclosed or possession or title to the property
has been taken by ▇▇▇▇▇▇ ▇▇▇ or on our behalf.
5. "PARTICIPATION INTEREST" or "PARTICIPATION INTEREST IN MORTGAGES" --
An undivided interest in mortgages, specified in the applicable
participation certificate that is evidence of such interest. A
"participation interest" or "participation interest in mortgages"
consists of a specified percentage of the principal (and a like
percentage of all rights and benefits of the mortgagee or equivalent
party under such mortgage) together with a specified yield on it.
II ELIGIBILITY REQUIREMENTS FOR LENDERS
For us to purchase mortgages or participation interests from a Lender,
the Lender must meet the eligibility requirements specified in this
section.
A. GENERAL REQUIREMENTS
These are the general requirements the Lender must meet to be eligible
to sell us mortgages or participation interests or service mortgages
for us:
1. MEET ▇▇▇▇▇▇ MAE STANDARDS. The Lender must have as two of its
principal business purposes:
- making mortgages of the type that we will purchase entirely or
purchase a participation interest in under this Contract; and
- servicing such mortgages.
In addition, the Lender, in our judgment, must have at all times the
capacity to originate and sell to us mortgages and participation
interests that meet our purchase standards and the standards generally
imposed by private institutional mortgage investors, and must at all
times have the capacity to service such mortgages for us under those
standards.
2. HAVE QUALIFIED STAFF AND ADEQUATE FACILITIES. The Lender must, at
all times, have employees who are well trained and qualified to perform
the functions required of the Lender under this Contract.
In addition, the Lender must maintain facilities that are adequate to
perform its functions under this Contract.
3. MAINTAIN FIDELITY BONDS AND ERRORS AND OMISSIONS COVERAGE. The
Lender must maintain, at its own expense, a fidelity bond and errors
and omissions insurance, as required by our Guides.
4. REPORT BASIC CHANGES. The Lender must notify us promptly in writing
of any changes that occur in its principal purpose, activities,
staffing or facilities.
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SALE OF MORTGAGES AND
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CONTRACT
B. OWNERSHIP AND STATUS OF LENDER
When we approve a Lender, one of the major considerations is the And
information the Lender has provided about the eligibility,
qualifications and financial status of the Lender and its owners.
Consequently, the Lender must give us immediate notice of a change in
its status or ownership, including any:
- sale or transfer of a majority interest in it;
- merger;
- consolidation; or
- change in legal structure.
C. FINANCES
In order to remain an approved Lender under this Contract, the Lender
must meet our current net worth requirements. These requirements are
contained in our Guides.
The required net worth must be maintained in the form of assets
acceptable to us.
The Lender must give us a copy of its annual financial statements and
any other related information that we may require.
D. ACCESS TO LENDER'S RECORDS
The Lender agrees to permit our employees or designated representatives
to examine or audit records or accounts relating to mortgages or
participation interests sold or serviced under this Contract. All
records relative to the Lender's continued eligibility to sell or
service mortgages under this Contract may also be examined or audited.
Any examination or audit made on our behalf will be conducted during
regular business hours unless the Lender agrees otherwise.
III SALE OF MORTGAGES AND PARTICIPATION INTERESTS
This section contains the basic rules governing our purchase of
mortgages and participation interests.
A. WHAT GOVERNS PURCHASES
Purchases of mortgages and participation interests will be governed by:
- our written commitment to purchase;
- our Guides, including all amendments in effect on the day we
make our written commitment; and
- this Contract.
B. WHAT WE PURCHASE
The mortgages or participation interests that we purchase must meet the
requirements found in our Guides on the day we make our written
commitment.
C. LENDER'S OBLIGATION TO PURCHASE ▇▇▇▇▇▇ ▇▇▇ STOCK
If our Guides require, the Lender will promptly purchase our common
stock each time it delivers a mortgage or participation interest to us.
The amount of stock to be purchased and the procedures for buying it
are also found in our Guides.
D. ▇▇▇▇▇▇ MAE HAS NO OBLIGATION TO PURCHASE
The fact that we have signed this Contract does not mean that we must
make a commitment to purchase any mortgage or participation interest
from the Lender.
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SALE OF MORTGAGES AND
PARTICIPATION INTERESTS
LENDER'S WARRANTIES
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CONTRACT
IV SALE OF MORTGAGES AND PARTICIPATION INTERESTS -- LENDER'S WARRANTIES
The Lender makes certain warranties to us.
These warranties:
- apply to each mortgage sold to us in its entirety;
- apply to each mortgage in which a participation interest is
sold to us;
- are made as of the date transfer is made to us;
- continue after the purchase of the mortgage or participation
interest;
- continue after payment by us of the purchase price to the
Lender; and
- are for our benefit as well as the benefit of our successors
and assigns.
Warranties may be waived, but only by us in writing.
A. SPECIFIC WARRANTIES
Following are the specific warranties made by the Lender.
1. MORTGAGE MEETS REQUIREMENTS. The mortgage conforms to all the
applicable requirements in our Guides and this Contract.
2. LENDER AUTHORIZED TO DO BUSINESS. The Lender and any other party
that held the mortgage were, at all times during which the holder held
the mortgage, authorized to transact business in the jurisdiction where
the property is located.
However, if the Lender or any other party that held the mortgage was
not authorized to do business in the jurisdiction where the property is
located, then the warranty is made that none of the following
activities of the Lender or other parties constituted doing business in
that jurisdiction:
- lending the mortgage funds;
- acquiring the mortgage;
- holding the mortgage; or
- transferring the mortgage in whole or to the extent of a
participation interest.
3. LENDER HAS FULL RIGHT TO SELL AND ASSIGN. The Lender is the sole
owner and holder of the mortgage and has full right and authority to
sell and assign it, or a participation interest in it, to us. In
addition, the Lender's right to sell or assign is not subject to any
other party's interest or to an agreement with any other party.
4. LENDER'S LIEN ON PROPERTY. The mortgage, whether represented by the
Lender as the first lien or as the second lien, is a valid and
subsisting lien on the property described in it.
If the mortgage is represented by the Lender as the first lien, the
property is free and clear of all encumbrances and liens having
priority over it except for liens for real estate taxes, and liens for
special assessments, that are not yet due and payable.
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SALE OF MORTGAGES AND
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LANDER'S WARRANTIES
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CONTRACT
If the mortgage is represented by the Lender as the second lien, the
property is free and clear of all encumbrances and liens having
priority over it except for one properly recorded first mortgage lien,
real estate taxes and liens of special assessments not yet due and
payable.
Any security agreement, chattel mortgage or equivalent document that is
related to the mortgage and that is held by the Lender or delivered to
us, is a valid and subsisting lien on the property described in such
document, of the same priority as the mortgage.
The Lender has full right and authority to sell or assign each lien to
us or to an extent that is proportionate to our participation interest.
5. DOCUMENTS ARE VALID AND ENFORCEABLE. The mortgage and any security
agreements, chattel mortgages, or equivalent documents relating to it
have been properly signed, are valid, and their terms may be enforced
by us, our successors and assigns, subject only to bankruptcy laws,
Soldiers' and Sailors' Relief Acts, laws relating to administering
decedents' estate, and general principles of equity.
6. PROPERTY NOT SUBJECT TO LIENS. The Property is free and clear of all
mechanics' liens, materialmen's liens or similar types of liens. There
are no rights outstanding that could result in any of such liens being
imposed on the property.
This warranty is not made if the Lender furnishes us with title
insurance that gives us substantially the same protection as this
warranty.
7. TITLE INSURANCE. There is a mortgage title insurance policy, or
other title evidence acceptable to us, on the property. The title
insurance policy is on a current ALTA form (or other generally
acceptable form) issued by a generally acceptable insurance company.
The title insurance insures (or the other title evidence protects) us
or the Lender and its successors and assigns, as holding a lien of the
priority warranted in "4. Lender's Lien On Property."
8. MODIFICATION OR SUBORDINATION OF MORTGAGE. The Lender has not done
any of the following:
- materially modified the mortgage;
- satisfied or cancelled the mortgage in whole or in part;
- subordinated the mortgage in whole or in part, unless it is
represented to us as a second mortgage;
- released the property in whole or in part from the mortgage
lien; or
- signed any release, cancellation, modification or satisfaction
of the mortgage.
This warranty is not made if any of the things just mentioned have been
done but have been expressly brought to our attention in a letter
before we make payment to the Lender. The letter must be acknowledged
by us in writing.
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SALE OF MORTGAGES AND
PARTICIPATION INTERESTS
LENDER'S WARRANTIES
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CONTRACT
9. Mortgage In Good Standing. There are no defaults under the mortgage,
and all of the following that have become due and payable have been
paid or an escrow of funds sufficient to pay them has been established:
- taxes;
- government assessments;
- insurance premiums;
- water, sewer and municipal charges;
- leasehold payments; or
- ground rents.
10. Advances. The Lender has not made or knowingly received from
others, any direct or indirect advance of funds in connection with the
loan transaction on behalf of the borrower except as provided in our
Guides. This warranty does not cover payment of interest from the
earlier of:
- the date of the mortgage note; or
- the date on which the mortgage proceeds were disbursed to
- the date one month before the first installment of principal
and interest on the mortgage is due.
11. Property Conforms To Zoning Laws. The Lender has no knowledge that
any improvement to the property is in violation of any applicable
zoning law or regulation.
12. Property Intact. The property is not damaged by fire, wind or other
cause of loss. There are no proceedings pending for the partial or
total condemnation of the property.
13. Improvements. Any improvements that are included in the appraised
value of the property are totally within the property's boundaries and
building restriction lines. No improvements on adjoining property
encroach on the mortgaged property unless FHA or VA regulations or our
Guides permit such an encroachment.
14. Mortgage Not Usurious. The mortgage is not usurious and either
meets or is exempt from any usury laws or regulations.
15. Compliance With Consumer Protection Laws. The Lender has complied
with any applicable federal or state laws, regulations or other
requirements on consumer credit, equal credit opportunity and
truth-in-lending.
16. Property Is Insured. A casualty insurance policy on the property is
in effect. It is written by a generally acceptable insurance company
and provides fire and extended coverages for an amount at least equal
to the amount required by our Guides.
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SALE OF MORTGAGES AND
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LENDER'S WARRANTIES
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CONTRACT
A flood insurance policy is in effect on the property if any part of it
is in an area listed in the Federal Register by the Federal Emergency
Management Agency as an area with special flood hazards, and if
insurance is available. The flood insurance is written by a generally
acceptable insurance company, meets current guidelines of the Federal
Insurance Administration, and is for an amount at least equal to the
amount required by our Guides.
The Lender will make sure the required insurance is maintained as long
as it services the mortgage. Any policy mentioned in this warranty
contains a standard mortgage clause that names us or the Lender and its
successors and assigns as mortgagee.
17. Mortgage Is Acceptable Investment. The Lender knows of nothing
involving the mortgage, the property, the mortgagor or the mortgagor's
credit standing that can reasonably be expected to:
- cause private institutional investors to regard the mortgage
as an unacceptable investment;
- cause the mortgage to become delinquent; or
- adversely affect the mortgage's value or marketability.
18. Mortgage Insurance Or Guaranty In Force. If the Lender represents
that the mortgage is insured or guaranteed under the National Housing
Act as amended, or under the Servicemen's Readjustment Act of 1944 as
amended, or by a contract with a mortgage insurance company, the
insurance or guaranty is in full force. In addition, the Lender has
complied with all applicable provisions and related regulations of the
Act, or the insurance contract, that covers the mortgage.
19. Adjustable Mortgages. If the mortgage provides that the interest
rate or the principal balance of the mortgage may be adjusted, all of
the terms of the mortgage may be enforced by us, our successors and
assigns.
These adjustments will not affect the priority of the lien warranted in
"4. Lender's Lien On Property."
20. Participation Information Is Correct. All the information and
statements in any participation certificate that the Lender delivers to
us are complete, correct and true.
B. CONSEQUENCES OF UNTRUE WARRANTIES --REPURCHASE
We may require the Lender to repurchase a mortgage or participation
interest sold to us if any warranty made by the Lender about the
mortgage or participation interest is untrue (whether the warranty is
in this Contract or was made at our specific request).
We may require repurchase whether or not the Lender had actual
knowledge of the untruth. We may also enforce any other available
remedy.
The Lender must pay us the repurchase price within 30 days of our
demand. The repurchase price, as provided in our Guides, will not be
adjusted because the Lender paid us fees or charges or subscribed to
our capital stock.
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SERVICING MORTGAGES
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C. CONSEQUENCES OF UNTRUE WARRANTIES TERMINATION OF CONTRACT
While untrue warranties about a particular mortgage or participation
interest may be the basis for requiring repurchase of the particular
mortgage or participation interest, there can be additional
consequences. They may also give rise to responsibilities of the Lender
under "D. Indemnification For Breach Of Warranty; Holding Us Harmless."
In addition, untrue warranties can, under certain circumstances, be
treated as a breach of contract that could result in the withdrawal of
our approval of a Lender and the termination of this Contract (details
are contained in Sections VIII and IX).
D. INDEMNIFICATION FOR BREACH OF WARRANTY; HOLDING US HARMLESS
If there is a breach of warranty under this Contract, the Lender, at
our request, will indemnify us and hold us harmless against any related
losses, damages, judgments or legal expenses.
V SERVICING MORTGAGES
This section contains the basic rules governing the servicing of
mortgages that we purchase, or in which we purchase a participation
interest.
A. SERVICING DUTIES OF THE LENDER
The servicing duties of the Lender are:
1. Scope Of Duties. The Lender will diligently perform all duties that
are necessary or incident to the servicing of:
- all mortgages it is servicing for us on the date this Contract takes
effect; and
- all other mortgages that the Lender is required to service by the terms
of this Contract or any other existing or future agreement between us
and the Lender.
2. Mortgages To Be Serviced. Any mortgage we have purchased from the
Lender, or in which we have purchased a participation interest from the
Lender. will be serviced by the Lender for us according to the terms of
this Contract, unless:
- the mortgage is not within any category of those that are
required by our Guide to be serviced; or
- we give the Lender written notification or consent that a
mortgage to be purchased by us will not be serviced by the
Lender.
3. Service According To Guides. Any mortgage serviced under this
Contract, which we own or in which we have purchased a participation
interest, must be serviced by the Lender according to the provisions in
our Guides that are in effect on the date of this Contract or as
amended in the future. This is true regardless of when:
- the mortgage was originated;
- the mortgage or a participation interest in it was transferred
to us; or
- the Lender began servicing the mortgage.
The Lender will also follow other reasonable instructions we give it
and must strictly follow accepted industry standards when servicing a
mortgage for us.
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FANNIEMAE SERVICING MORTGAGES
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CONTRACT
4. Service At Lender's Own Expense. The cost of servicing will be the
Lender's unless our Guides expressly provide otherwise.
5. Special Responsibilities In Foreclosures. Among the other duties
that may be assigned to the Lender through our special instructions or
under the terms of our Guides is the responsibility to manage and
appropriately dispose of property when a mortgage it is servicing for
us has been foreclosed, or possession or title has been taken by us or
on our behalf.
The Lender must manage and dispose of the property according to the
terms of the mortgage and our Guides.
6. Service Until Need Ends. The Lender must service each mortgage
continuously from the date its servicing duties begin until:
- the mortgage's principal and interest have been paid in full;
- the mortgage has been liquidated and the mortgaged property
properly disposed of (if the Lender is required to do these
things); or
- the Lender's servicing duties are terminated according to
Section IX of this Contract.
B. COMPENSATION
The Lender's compensation for servicing mortgages, including the
management and disposal of properties, under this Contract is specified
in our Guides.
We may change the Lender's compensation by modifying our Guides at any
time. However, such a change will not affect mortgages that we have
purchased or committed to purchase before the date of the change.
C. OWNERSHIP OF RECORDS
All mortgage records reasonably required to document or properly
service any mortgage we own in its entirety are our property at all
times. This is true whether or not the Lender developed or originated
them.
The following are considered mortgage records:
- all mortgage documents;
- tax receipts;
- insurance policies;
- insurance premium receipts;
- ledger sheets;
- payment records;
- insurance claim files and correspondence;
- foreclosure files and correspondence;
- current and historical data files; and
- all other papers and records.
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ASSIGNMENT, CONSIDERATION
AND CONTINUANCE
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CONTRACT
1. Lender As Custodian. The mortgage records belong to us. The Lender
can have possession of the mortgage records only with our approval, and
the Lender is acting as our custodian. This is true whether the Lender
receives the mortgage records from an outside source or prepares them
itself.
2. Delivery. When we ask for any mortgage records in writing, the
Lender will deliver them to us or someone we choose. The Lender must
also send us a list that identifies each mortgage, and must give us
other information we request to identify the mortgages delivered.
We will not be required to sign or deliver any trust receipts before
the Lender delivers the mortgage records we have requested.
If we ask the Lender in writing for reproductions of any mortgage
records the Lender microfilmed or condensed, the Lender will reproduce
them promptly at no cost to us or the party to whom we want them
delivered.
3. Joint Ownership. If we own a participation interest in a mortgage,
the other owners and we own the mortgage records jointly. For these
mortgages, the Lender possesses the mortgage records as a custodian for
the joint owners.
If we ask for copies of the mortgage records and servicing information
about any such mortgages, the Lender will furnish them. Or, if we need
any mortgage records for legal evidence or other purposes, the Lender
will release them to us for a reasonable time.
D. AGREEMENT TO INDEMNIFY AND HOLD HARMLESS
The Lender will indemnify us and hold us harmless against all losses,
damages, judgments or legal expenses that result from its failure in
any way to perform services and duties in connection with servicing
mortgages or managing or its disposing of property according to this
Contract or our Guides.
If any private entity or governmental agency sues us, makes a claim
against us or starts a proceeding against us based on the Lender's acts
or omissions in servicing mortgages or managing or disposing of
property, the Lender's obligation to indemnify and hold us harmless
must be met regardless of whether the suit, claim or proceeding has
merit or not
The Lender's obligation does not apply, however, if during a suit,
claim or proceeding, we give the Lender express written instructions
and as a result of the Lender following them we suffer losses, damages,
judgments or legal expenses.
E. OWNERSHIP OF OUR STOCK
If our Guides require, the Lender will continuously own our common
stock in connection with all mortgages it services under this Contract.
The amount of stock to be owned will be established by our Guides as
they were in existence on the date the Lender started servicing the
applicable mortgages.
VI ASSIGNMENT, CONSIDERATION AND CONTINUANCE
This section describes our requirements covering assignment of,
consideration for and continuance of this Contract.
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ASSIGNING MORTGAGE
FANNIEMAE SERVICING
---------------------
CONTRACT
A. ASSIGNMENT
Because the relationships created by this Contract are personal, the
Lender not, may without our prior written approval, assign:
- this Contract under any circumstances, either voluntarily or
involuntarily, by operation of law, or otherwise; or
- its responsibility for servicing individual mortgages we own or in
which we have a participation interest. (See Section VII of this
Contract for required procedures governing assignments of servicing).
B. LIMITED VALUE OF CONTRACT TO LENDER
The Lender acknowledges that it has paid us no monetary consideration
for making it an approved mortgage seller or servicer, except an
application fee to reimburse us for the expenses of reviewing its
application.
The Lender also agrees that, except for the purchase of mortgages, the
servicing of mortgages, or any fee for the termination of this
Contract, this Contract has no value to the Lender.
C. REQUIREMENTS FOR CONTINUANCE
The Lender's right to continue selling and servicing mortgages under
this Contract depends on, among other things, its continuing to meet
the eligibility requirements in Section II of this Contract.
VII ASSIGNING MORTGAGE SERVICING
The Lender may not assign its responsibility for servicing all or any
part of the mortgages that it is servicing for us without first
obtaining our written consent.
Any Lender to which servicing is assigned must:
- be acceptable to us; and
- sign a Mortgage Selling and Servicing Contract with us.
We may require that the Lender and transferee lender sign documents and
take other reasonable steps to perfect the assignment.
VIII BREACHES OF CONTRACT
The Lender's taking certain actions, or failing to take certain
actions, can be treated by us as a breach of contract. A breach of
contract can lead to a termination of the Contract. Termination is
provided for in detail in Section IX.
A. SPECIFIC BREACHES OF CONTRACT
Breaches of this Contract include the following:
1. HARM, DAMAGE, LOSS OR UNTRUE WARRANTIES. It is a breach if any act
or omission of the Lender in connection with the origination and sale
to us of any mortgage or participation interest causes us harm, damage
or loss. It is also a breach if the Lender sells us any mortgage or
participation interest knowing that any of the mortgage warranties are
untrue (these warranties are listed in Section IV A).
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BREACHES OF CONTRACT
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CONTRACT
2. FAILURE TO COMPLY WITH THIS CONTRACT OR OUR GUIDES. It is a breach
if the Lender does not comply with this Contract or our Guides through
any act or omission, including, without limitation, the following:
- failure to establish and maintain accounts for our funds or
mortgagors' funds as required by our Guides;
- use of our or mortgagors' funds in any manner other than that
permitted by our Guides, including the Lender's failure to
deposit all mortgage funds if, when, and to the extent
required by our Guides;
- failure to remit all funds due to us within the time periods
required by our Guides;
- failure to make or ensure, according to the provisions of each
mortgage or of applicable laws or regulations, proper and
timely payment of all:
-- taxes;
-- assessments;
-- leasehold payments;
-- ground rents;
-- insurance premiums (including premiums of casualty, liability
and mortgage insurance and other forms of required insurance);
-- required interest on escrow funds; and
-- other required payments with respect to any mortgage
(including mortgaged property) serviced;
unless the Lender is relieved of these responsibilities by the express
provisions of our Guides, or by our written instructions that relate to
a particular mortgage or property;
- failure to renew or ensure renewal of any required insurance
policy on any mortgage (including mortgaged property) serviced
under this Contract;
- failure to maintain adequate and accurate accounting records
and mortgage servicing records for the mortgages, or to
maintain proper identification of the applicable loan files
and mortgage records that prove our outstanding participation
interests;
- failure to submit adequate and accurate accounting and
mortgage servicing reports within the time required by our
Guides; or
- failure to take prompt and diligent action under applicable
law or regulation to collect past due sums on mortgages, or to
take any other diligent action described in our Guides that we
reasonably require for mortgages in default.
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FANNIEMAE BREACHES OF CONTRACT
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CONTRACT
3. FAILURE TO PROPERLY FORECLOSE OR LIQUIDATE. Where a mortgage is in
default and the Lender is required or has decided to foreclose or
liquidate it, it is a breach if the Lender fails to take prompt and
diligent action consistent with applicable law or regulations to
foreclose on or otherwise appropriately liquidate such mortgage and to
perform all incident actions. It is a breach whether or not the failure
results from the acts or omissions of an attorney, trustee or other
person or entity the Lender chooses to effect foreclosure or
liquidation.
4. FAILURE TO PROPERLY MANAGE, DISPOSE OF, OR EFFECT PROPER CONVEYANCE
OF TITLE. It is a breach if any mortgage serviced under this Contract
has been foreclosed or the possession or title to the property has been
taken by us or on our behalf, or on behalf of other owners of a
participation interest in the mortgage, and the Lender:
- fails to properly manage, dispose of or effect proper
conveyance of title to the mortgaged property; or
- fails to do the above in accordance with this Contract, our
Guides, and any pertinent laws, regulations, or mortgage
insurance policies or contracts.
5. LENDER'S FINANCIAL ABILITY IMPAIRED. It is a breach if there is a
change in the Lender's financial status that, in our opinion,
materially and adversely affects the Lender's ability to satisfactorily
service mortgages.
Changes of this type include:
- the Lender's insolvency;
- adjudication of the Lender as a bankrupt;
- appointment of a receiver for the Lender; or
- the Lender's execution of a general assignment for the benefit
of its creditors.
If any such change does take place:
- no interest in this Contract will be considered an asset or
liability of the Lender or of its successors or assigns; and
- no interest in this Contract will pass by operation of law
without our consent.
6. FAILURE TO OBTAIN OUR PRIOR WRITTEN CONSENT. It is a breach if the
Lender fails to obtain our prior written consent for:
- a sale of the majority interest in the Lender; or
- a change in its corporate status or structure.
7. FAILURE TO COMPLY WITH THIS CONTRACT OR OUR GUIDES. It is a breach
if the Lender fails at any time to meet our standards for eligible
mortgage sellers or servicers so that, in our opinion, the Lender's
ability to comply with this Contract or our Guides is adversely
affected.
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TERMINATION OF CONTRACT
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CONTRACT
8. COURT FINDINGS AGAINST LENDER OR PRINCIPAL OFFICERS. It is a breach
if:
- a court of competent jurisdiction finds that the Lender or any
of its principal officers has committed an act of civil fraud;
or
- the Lender or any of its principal officers is convicted of
any criminal act related to the Lender's lending or mortgage
selling or servicing activities or that, in our opinion,
adversely affects the Lender's reputation or our reputation or
interests.
B. ACTIONS TO CORRECT A BREACH
If there is a breach of contract by the Lender, we will have the right
to take any reasonable action to have any breach corrected by the
Lender before we exercise any right we have to terminate this Contract
in whole or in part; however, we are not required to try to have a
breach corrected before termination.
Any forbearance by us in exercising our right to terminate this
Contract in whole or in part will not be a waiver of any present or
future right we have under this Contract to so terminate it.
IX TERMINATION OF CONTRACT
The reason why this Contract may be terminated and the ways in which
this may be done are outlined in this section. When the Contract is
terminated, the entire relationship between the Lender and us ends
(with certain exceptions that are explained in this section).
A. TERMINATION BY EITHER PARTY OF MORTGAGE SELLING ARRANGEMENTS
The provisions of this Contract covering the sale of mortgages or
participation interests under this Contract may be terminated by the
Lender or by us, with or without cause, by giving notice to the other
party. Notice of termination may be given at any time but must conform
to Section XII of this Contract.
Termination is effective immediately upon notice of termination, unless
the notice specifies later termination.
Termination will not affect any outstanding commitments we have made to
purchase mortgages or participation interests from the Lender. However,
if the Lender has breached this Contract, we may declare any or all
outstanding commitments void.
B. TERMINATION BY LENDER OF MORTGAGE SERVICING ARRANGEMENTS FOR
WHOLLY-OWNED MORTGAGES
The Lender may terminate the provisions of this Contract covering the
servicing of mortgages we entirely own by giving us notice at any time.
Notice must conform to Section XII of this Contract.
Termination is effective the last day of the third calendar month after
the calendar month in which notice is given.
If the Lender terminates this Contract in whole or in part, we will not
pay the Lender a termination fee.
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FANNIEMAE TERMINATION OF CONTRACT
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CONTRACT
C. We may terminate the provisions of this Contract covering the
TERMINATION servicing under this Contract of any or all mortgages that we
BY US OF entirely own. This may be done by following the procedures
SERVICING outlined below.
ARRANGEMENTS
FOR WHOLLY-OWNED
MORTGAGES
1. Termination Without Cause. We may terminate servicing for
any reason, by giving the Lender notice of the termination. If
we do so, the provisions of this Contract covering the
servicing of the affected mortgages will automatically
terminate on the thirtieth day following the day our notice is
given. Whenever we do this (and the termination is not because
of any breach by the Lender as described in Section IX C2) we
will pay the Lender, for each mortgage on which servicing is
terminated, a lump-sum termination fee as provided in a below.
However, whenever we terminate solely in order to transfer the
servicing to another Lender, and there has been no sale of our
interest in the affected mortgages, the provisions of b below
will apply.
a. Termination Fee. The termination fee will be an amount
equal to twice the Lender's annualized servicing compensation,
at the rate of compensation that is in effect for the mortgage
as of the date of the termination, applied against the unpaid
principal balance of the mortgage as of such date.
For purposes of determining the termination fee:
- The Lender's servicing compensation consists of the
servicing fee at the Applicable Servicing Rate plus
any previously agreed upon excess yield that the
Lender is permitted to retain on the applicable
mortgage.
- "Applicable Servicing Rate" means the rate of the
servicing fee for the servicing of the mortgage,
expressed as an annualized fractional percentage.
[Refer to appropriate sections of our Guides for more detailed
information regarding the computation of termination fees.]
b. Termination To Effect Transfer. Whenever we terminate
servicing solely in order to transfer servicing of the
mortgages to another Lender, and there has been no sale of our
interest in the mortgages, we will give the Lender notice of
the required transfer. Within the 90-day period immediately
following the date our notice is given, the Lender may arrange
for the sale of the servicing to another ▇▇▇▇▇▇ ▇▇▇-approved
Lender in good standing that, in our judgment, will properly
service the mortgages to be transferred. Within that 90-day
period, the Lender will give notice of any proposed sale to
us, together with all related information. The sale of
servicing is conditioned upon our approval, which will not be
unreasonably withheld. Any resulting transfer of servicing
will be completed not later than 60 days after our approval of
the transfer; and
- the Lender will be entitled to the proceeds of the
sale of servicing, and will bear all costs and
expenses related to the sale and transfer of
servicing;
- the Lender will not pay us a transfer fee;
- we will not pay the Lender a termination fee;
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Termination Of Contract
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CONTRACT
- we may require the purchaser of the servicing to
assume any or all warranties that were made to us in
connection with the sale to us of the affected
mortgages; and
- the purchaser of the servicing will succeed to the
Lender's obligations, rights and servicing
compensation, under the provisions of this Contract
covering the servicing of the affected mortgages. For
all of the affected mortgages that we purchased under
a net-yield contract, the servicing compensation will
include the specified minimum servicing fee, plus the
Lender's share of that portion of the yield which
exceeds the stated net yield, as provided under the
commitment contract.
[Refer to appropriate sections of our Guides for more detailed
information regarding the computation of the Lender's servicing
compensation.]
If at the end of the 90-day period following our notice, the
Lender has not arranged to sell and transfer the servicing of
the affected mortgages to another Lender acceptable to us and
given us the required notice, the provisions of this Contract
covering the servicing of the mortgages will automatically
terminate on the fifteenth day following the end of the 90-day
period, and we will transfer the servicing to a Lender of our
choice. In such a case, we will pay the Lender, for each
mortgage on which servicing is terminated, a termination fee
computed as provided under a. above. We will deduct from the
termination fee paid to the Lender a transfer fee that is the
greater of $500.00 or 1/100 of 1% of the aggregate unpaid
principal balance of all of the affected mortgages on which
servicing is transferred.
c. General Criteria For Termination Fees. Notwithstanding
anything to the contrary in this Contract, we may change the
amount of termination fee that we pay, or other provisions of
this Section IX C1, from time to time, by changing the
appropriate provisions of our Guides. However, such a change
will not affect mortgages that we have purchased or that we
have committed to purchase before the date of the change.
Our written tender of the termination fee to the Lender, or
its successors or assigns, is complete compensation for each
mortgage serviced by the Lender on which servicing is
terminated. Any sums we owe the Lender for servicing prior to
the termination date are not included in the termination fee.
When we pay a termination fee, the Lender will not be entitled
to the proceeds for any sale of the servicing involved.
2. TERMINATION WITH CAUSE. We may terminate if the Lender
breaches any agreement in this Contract, including, without
limitation, any of those breaches listed in Section VIII A.
This may be done by giving the Lender notice of termination.
Notwithstanding anything in this Contract to the contrary, if
we terminate for breach, we may make it effective immediately,
and we will not pay the Lender a termination fee or proceeds
from any sale of the servicing involved. Furthermore, we will
not pay a servicing termination fee if a mortgage is
repurchased by the Lender because a warranty is untrue.
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Continuance Of
FannieMae Responsibilities Or
Liabilities
-----------------------
CONTRACT
D. If the Lender breaches any agreement in this
TERMINATION Contract, including, without limitation, any breach
BY US OF listed in Section VIII A, we may terminate the
SERVICING provisions of this Contract covering the servicing of
ARRANGEMENTS any or all mortgages in which we own a participation
FOR MORTGAGES interest. This may be done by giving notice of
IN WHICH WE termination. Such termination may be effective
HAVE A immediately, and we will not pay the Lender a
PARTICIPATION termination fee.
INTEREST
1. TRANSFER OF LENDER'S POWERS. Upon termination, we
will automatically succeed to all the Lender's rights
in and responsibilities for servicing of the affected
mortgages. We will also have the option to exercise
all the Lender's powers relating to these mortgages,
and to designate any person or firm to exercise those
powers. However, exercise of the Lender's powers must
be consistent with the Lender's and our respective
participation interests.
The mortgage instruments for these mortgages and all
related mortgage records will be delivered to us or a
party we designate. The Lender will also deliver
necessary assignments, transfers and documents of
authority.
2. TRANSFER OF SERVICING. If we terminate the
Lender's servicing of any such mortgages, we are
authorized to transfer the servicing of the mortgages
to new servicers and pay the new servicers a fee. The
fee will apply to the total outstanding principal
balance on each mortgage, including our participation
interest in each mortgage as well as the
participation interest of the Lender and of any other
owner.
3. LIABILITY FOR FEES. The Lender and all additional
owners of a participation interest will be liable for
their respective shares of the servicing fee we pay.
They will also be liable for their respective shares
of advances that, in our sole discretion, are
required. Advances may be required for insurance,
taxes, maintenance, improvements or other necessary
outlays.
If the Lender or other owners fail to promptly
provide their share of funds for advances, or for any
other necessary expenses, during any period, we may
supply the funds. The fact that we do this does not
release the Lender or other owners from their
liability. We may deduct any amount we advance the
next time we owe money to the Lender or other owners.
E. The exercise of a right of termination under any
RIGHTS OF provision of this Contract will not impair any
TERMINATION further right of termination under another provision.
NOT IMPAIRED
X CONTINUANCE OF RESPONSIBILITIES OR LIABILITIES
Responsibilities or liabilities of the Lender that
exist before the termination of this Contract will
continue to exist after termination unless we
expressly release the Lender from any of them in
writing. This is true whether the Contract was
terminated by the Lender or by us.
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Participation Interests-
Special Provisions
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CONTRACT
XI PARTICIPATION INTERESTS-SPECIAL PROVISIONS
This section contains special provisions that govern
participation interests.
A. Listed below are the consequences of the sale of a
participation interest.
AFTER THE
SALE OF A
PARTICIPATION
INTEREST
1. TRANSFER OF UNDIVIDED INTEREST. When the Lender sells and
conveys to us a participation interest in one or more
mortgages, this is a transfer of an undivided interest in each
mortgage.
The sale and conveyance of the participation interest will
have the same force and effect as:
- a separate assignment of each mortgage executed and
delivered to us by the Lender; and
- a promissory note separately endorsed or transferred
to us.
2. ASSURANCE OF OUR LEGAL RIGHTS. If federal or state laws or
regulations now, or later, provide that the purchase of a
participation interest is an extension of credit, the Lender
will take whatever additional steps we may require to assure
our legal rights as a purchaser of participation interests.
Such steps may include:
- placing legends on promissory notes;
- endorsing promissory notes in blank and delivering
them to us; and
- executing mortgage assignments in a form acceptable
to us and delivering them to us.
3. NO PARTNERSHIP OR JOINT VENTURE. Neither the simultaneous
ownership of interests in one or more mortgages nor any
provision of this Contract will mean that a partnership or
joint venture exists between the Lender and us.
B. The Lender will make the following payments to us, according
to our Guides, for mortgages in which both the Lender and we
own an interest:
PAYMENTS TO US
1. RATABLE SHARING OF PRINCIPAL. The Lender will ratably share
with us all mortgage principal payments.
2. PARTICIPATION SHARE OF INTEREST. The Lender will pay us our
participation share of interest payments up to:
- an amount sufficient for us to earn our yield on each
mortgage; plus
- any amounts due us pursuant to this section.
C. As required by our Guides, the Lender will enforce the
ENFORCEMENT OF due-on-sale provisions and call options in the mortgages it
DUE-ON-SALE services for us.
AND CALL OPTIONS
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Participation Interests-
FannieMae Special Provisions
----------------------- --
CONTRACT
D. The Lender will have the option to repurchase our interest in
REPURCHASE a mortgage if:
OPTION
- the Lender is required by our Guides to enforce a
due-on-sale clause of a mortgage in which the Lender
and we own an interest; or
- we elect to exercise a call option provision of such
a mortgage.
If the Lender wishes to repurchase our interest in such a
mortgage, it may do so by:
- giving us notice of its intention to repurchase; and
- paying us an amount calculated according to the
provisions of our Guides.
E. The note rate of a mortgage is stated in the participation
NOTE RATE certificate or attached loan schedule.
INCREASE,
FORECLOSURE
EXPENSES AND
PREPAYMENT
CHARGES
1. NOTE RATE INCREASE. If, for any reason, there is an
increase of the note rate of a mortgage in which we hold a
participation interest, the Lender will pay us, according to
our Guides, a percentage of the increase equal to the
percentage represented by our participation interest in the
mortgage. This amount will be in addition to our yield on the
mortgage.
2. FORECLOSURE EXPENSES. The Lender will ratably share with us
any reasonable foreclosure and related expenses in connection
with a mortgage in which we own a participation interest.
3. PREPAYMENT CHARGES. The Lender will ratably share with us
any prepayment charges collected for mortgages in which we own
a participation interest.
F. The Lender will not make any optional or voluntary advances to
ADVANCES the borrower under an open-end mortgage in which we own a
participation interest.
G. Participation interests may be assigned either by the Lender
ASSIGNMENT or us, as follows:
OR SALE OF
PARTICIPATION
INTERESTS
1. BY US. Without the Lender's consent we may assign:
- our participation interest in any mortgage; and
- all rights in the mortgage we own under this Contract
or under any other instruments.
2. BY LENDER TO TRANSFEREE. The Lender may sell or transfer
all or part of any participation interest that it owns in any
mortgage under this Contract unless expressly prohibited from
doing so by our Guides.
This sale or transfer of participation interests is subject to
the conditions below, as well as to our Guides as they are in
effect on the date of our commitment to purchase.
For every sale or transfer, the Lender must obtain and furnish
us with a properly executed instrument by which the
transferee:
- agrees to be bound by the terms of this Contract: and
- acknowledges our rights and interests under this
Contract with respect to the mortgage.
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Notice
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CONTRACT
Our rights and interests that must be acknowledged include,
without limitation, the right to assess a servicing fee
against the owner of each participation interest if we:
- assume the servicing of the mortgage; or
- transfer the servicing to a new servicer under Section IX D of
this Contract.
The sale or transfer of a participation interest does not relieve the
Lender of any responsibility or liability under this Contract. For
example, the Lender continues to be liable for any fees and other
amounts charged under Section IX D3 of this Contract against the
participation interest that is transferred. We may collect these
amounts from the Lender or from the transferee.
3. BY LENDER TO BANK. The Lender may be a member of, or be
required to maintain reserves with a Federal Home Loan Bank or
Federal Reserve Bank. If so, and the Lender transfers its
participation interests in any mortgage under this Contract to
such a bank to secure one or more advances, then the bank will
not be deemed to have assumed the mortgage warranties found in
Section IV A.
Also, such a transfer to the bank will not relieve the Lender
of any responsibility or liability under this Contract.
XII NOTICE
Whenever notice is required under this Contract, it must be
given as described in this section.
A. Any notice of termination given under this Contract must be:
NOTICE OF
TERMINATION
- in writing;
- delivered in person or sent by registered or
certified mail, with a return receipt requested; and
- addressed to the party to which notice is being
given.
Delivery and notice is given when we or the Lender mail or
register the notice with any post office.
B. Our Guides, including any amendments or supplements, and any
OUR GUIDES other notices, demands or requests under this Contract or
AND OTHER applicable law will be:
DOCUMENTS
- in writing;
- delivered in person or mailed from any post office,
substation, or letter box;
- enclosed in a postage prepaid envelope; and
- addressed to the Lender to which the matter is
directed.
C. For purposes of notice, the following rules apply:
ADDRESS
1. Our address is the address of our regional office given in
this Contract.
2. The Lender's address is that of its principal place of
business given in this Contract.
Any change of address must be given in writing.
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FannieMae Prior Agreements
-----------------------
CONTRACT
XIII PRIOR AGREEMENTS
This Contract supersedes any prior agreements between the
Lender and us that govern selling or servicing of mortgages
and participation interests to which this Contract relates.
However, this section will not release the Lender from any
responsibility or liability under any prior agreements and
understandings.
XIV SEVERABILITY AND ENFORCEMENT
If any provision of this Contract conflicts with applicable
law, the other provisions of this Contract that can be carried
out without the conflicting provision will not be affected.
All rights and remedies under this Contract are distinct and
cumulative not only as to each other but as to any rights or
remedies afforded by law or equity. They may be exercised
together, separately or successively. These rights and
remedies are for our benefit and that of our successor and
assigns.
XV CAPTIONS
This Contract's captions and headings are for convenience only
and are not part of the Contract.
XVI SCOPE OF CONTRACT
The following provisions apply, whether or not they are
contrary to other provisions in this Contract.
A. We reserve the right to restrict the Lender's sale or
RESTRICTION servicing of mortgages or of participation interests to the
OF LENDER type that the Lender and its employees have the experience and
ability to originate, sell or service.
B. This Contract covers only the sale of mortgages and
TYPES OF participation interests and the servicing of mortgages, within
MORTGAGES the following categories:
COVERED
SEE ATTACHED ADDENDUM
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Signatures And Date
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CONTRACT
XVII SIGNATURES AND DATE
By executing this Contract, the Lender and we agree to all of
this Contract's terms and provisions. Both the Lender and we
have signed and dated this Contract below.
This Contract takes effect on the date we sign it.
Lender: E LOAN, Inc.
------------
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇
----------------
(▇▇▇▇▇▇▇)
▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
----------------
----------------------------------------------
By: /s/ Signature Illegible
(Authorized Signature)
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, CEO
---------------------
(Type Name and Title)
Date: 12/22/98
--------
Federal National Mortgage Association
▇▇▇ ▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇
-----------------------
(Address)
----------------------------------------------
----------------------------------------------
By: /s/ Signature Illegible
(Authorized Signature)
for ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Vice President, Quality Control/Operations
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(Type Name and Title)
Date: FEB 12 1999
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Page 22 of 22
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08/86
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