Auto Loan Purchase and Sale Agreement (2000)Full Document 

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This Auto Loan Purchase and Sale Agreement ("Agreement") is made on May 16, 2000 (the "Effective Date"), by and between Bank of America, a Deleware corporation with its principal office at 10401 Deerwood Park Blvd, Jacksonville, Florida 32256 ("Correspondent") and E-LOAN, Inc., a Delaware corporation with its principal office at 5875 Arnold Road, Dublin, CA 94568 ("E-LOAN").

WHEREAS, E-LOAN maintains a website at, and is engaged in the business of, among other things, the origination and sale of loans to consumers for the purchase or refinance of motor vehicles ("Loans");

WHEREAS, E-LOAN desires to provide a broad range of available financing for consumers seeking Loans;

WHEREAS, E-LOAN and Correspondent desire to enter into an arrangement whereby E-LOAN will sell Loans to Correspondent based on Correspondent's Purchase Criteria;

WHEREAS, Correspondent and E-LOAN are parties to a Strategic Alliance Agreement dated as of September 17, 1999 (the "Strategic Alliance").

WHEREAS, under the Strategic Alliance, it is contemplated that E-LOAN would apply for and obtain state lending licenses that would enable it to make loans directly to consumers that visit its website. E-LOAN has obtained necessary licenses in certain states and desires to sell loans made in those states to Correspondent, and desires to sell loans to Correspondent in the remaining states once E-LOAN obtains necessary licenses in those remaining states. Correspondent agrees to purchase loans that E-LOAN originates in compliance with Correspondent's Purchase Criteria.

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and for other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, E-LOAN and Correspondent hereby agree as follows:

1. Definitions.

1.1 General Definitions. For purposes of this Agreement, the following capitalized terms shall have the respective meanings set forth below:

"Approved Loan Documents" shall mean the Note and Security Agreement, Dealer Draft (if any), evidence of satisfactory insurance and application for certificate of title and such other forms as may be listed from time to time on Exhibit D used by Correspondent to document Loans.

"Buy Rate" shall mean the minimum Loan Rate quoted by Correspondent on its Rate Sheet from time to time with respect to Loans that Correspondent desires to purchase under this Agreement, as same is noted on the Confirmation.

"Confirmation" shall mean the document substantially in the form described in Exhibit C which will list the related Purchase Price with respect to Loans being transferred to Bank from Correspondent on any particular Transfer Date.

"Contract" means a loan agreement signed by all necessary Obligors on an Approved Document.

"Eligible Loan" shall mean an extension of credit from E-LOAN to a consumer which is originated in E-LOAN's name in accordance with the Purchase Criteria, as same are in effect from time to time, and which meets all of the Purchase Criteria on the Transfer Date.

"Loan File" means with respect to each Loan all of the documents listed on Exhibit A.

"Obligor" means any borrower or Obligor signing a Loan Contract.

"Origination Date" means the effective date a Loan Contract was signed by the Obligor.

"Purchase Criteria" means the characteristics that Loans originated for sale to Correspondent hereunder must have in order to be considered under this Agreement, as set forth from time to time on Exhibit B.

"Related Documents" shall mean the assignment, bill of sale, certificates of title and any document or instrument reasonably necessary or appropriate to be executed by E-LOAN or their respective affiliates on each Transfer Date with respect to the Loans sold to Correspondent.

"Related Security" means, with respect to a Loan, the vehicle underlying and securing such Loan and all other collateral and security agreements and property purported to be subject thereto and held as security for such Loan, including the proceeds of any Specified Insurance.

"Specified Insurance" means any insurance or plans sold in connection with a Loan, including credit life or credit disability insurance, hazard insurance, GAP insurance, flood insurance, involuntary unemployment insurance or any other type of insurance or plan, such as an extended service contract sold in connection with an automobile that is financed with the proceeds of a Loan.

"Transfer Date" means the date on which E-LOAN delivers Loans to the Correspondent in compliance with the Purchase Criteria.

2. Sale and Delivery of Loans.

2.1 Sale and Purchase of Loans. From time to time during the Term of this Agreement, E-LOAN shall sell, assign, transfer, convey and deliver to Correspondent, and Correspondent shall purchase from E-LOAN, without recourse (except as provided herein)and on a servicing released basis, all right, title and interest in and to Loans as provided in this Agreement provided E-LOAN has met all terms and conditions herein.

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