Exhibit 10.3
[XXXXXX XXX LOGO] Xxx Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxx, XX 00000-0000
000 000 0000
CONFIDENTIAL
MASTER AGREEMENT
December 21, 1998
Xx. Xxxxx Xxxxxxx, Xx.
Vice President
Washtenaw Mortgage Company
000 Xxxx Xxxxxxxxxx
Xxxxx 00
Xxx Xxxxx, XX 00000
Dear Xx. Xxxxxxx:
This letter shall constitute the master agreement ("Master Agreement") between
Xxxxxx Mae and WASHTENAW MORTGAGE COMPANY (the "Lender") to enter into one or
more transactions for the sale by the Lender and purchase by Xxxxxx Xxx of
residential mortgage loans ("Mortgages"). The obligations of the Lender and
Xxxxxx Mae regarding each such transaction shall be governed by the terms and
conditions contained herein (including Exhibit A and each of the Attachments
attached hereto and incorporated herein by reference) and by the terms and
conditions of the applicable Xxxxxx Xxx purchase program ("Program").
The Lender will sell to Xxxxxx Mae, beginning on the Effective Date and ending
on the Expiration Date (as those terms are defined in Exhibit A), Mortgages with
an aggregate outstanding principal balance equal to the Agreed Amount (as
defined in Exhibit A) under one or more of the following Programs:
(a) Xxxxxx Mae's Mortgage-Backed Securities Program, under terms mutually
acceptable to the Lender and Xxxxxx Mae and which will be set forth herein and
under the applicable MBS Pool Purchase Contract obtained through the Lenders
Xxxxxx Xxx lead regional office, or
(b) Xxxxxx Mae's Negotiated Transaction Program for cash purchase under terms
mutually acceptable to Lender and Xxxxxx Xxx and which will be set forth herein
and when applicable, under a special commitment obtained through the Lender's
Xxxxxx Mae lead regional office, or
(c) Xxxxxx Mae's Standard Portfolio (cash) purchase commitment Program, under
the then-current terms and conditions applying thereto.
If the Agreed Amount is not sold to Xxxxxx Mae prior to the Expiration Date, the
Lender shall pay Xxxxxx Xxx the Backend Buyout Fee, as indicated in Exhibit A.
(The undelivered and uncommitted portion of the Agreed Amount shall be the
difference between (a) the Agreed Amount (taking into account the minus 5%
delivery tolerance, as specified in Exhibit A), and (b) a sum equal to the
aggregate outstanding principal balance of Mortgages (for each Mortgage, as of
the time of sale of the Mortgage) that the Lender has sold to Xxxxxx Mae
Master No. Mc02419
MA - 1
December 21, 1998
under this Master Agreement, plus the principal balance of Mortgages that the
Lender is still obligated to sell under any existing mandatory delivery
contracts for sale and purchase between the Lender and Xxxxxx Xxx.) This fee
will be drafted by Xxxxxx Mae from the Lender's designated account immediately
following the Expiration Date of this Master Agreement. However, should Xxxxxx
Xxx decline to enforce payment of this fee, such action will not imply a waiver
of its right to collect a similar fee at a subsequent time. Xxxxxx Mae's right
to receive such a fee is in addition to any rights and remedies of Xxxxxx Xxx
provided by law or the applicable Program, and the receipt of such fee shall not
affect or impair any such rights and remedies.
All Mortgages shall conform to the requirements of the Mortgage Selling and
Servicing Contract between Xxxxxx Mae and the Lender, the Xxxxxx Xxx Selling
Guide ("Selling Guide"), and the Xxxxxx Mae Servicing Guide ("Servicing Guide"),
as applicable, as they may be amended from time to time, except as modified by
the variances contained in this Master Agreement and in the applicable Contracts
(defined below) entered into pursuant to this Master Agreement. (Any Pool
purchase CONTRACTS OR VOICE RECORDINGS OF AMENDMENTS TO POOL PURCHASE CONTRACTS,
in the case of MBS transactions, and cash commitment contracts or voice
recordings, in the case of cash transactions, are referred to herein as a
"Contract.")
Each Contract entered into Lender this Master Agreement constitutes: (i) an
agreement by the Lender to sell the Mortgages to, and service such Mortgages
for, Xxxxxx Xxx and (ii) an agreement by Xxxxxx Mae to purchase the Mortgages
and, in the case of MBS transactions, to issue its Guaranteed Mortgage Pass
Through Securities (the "Securities") backed by such Mortgages to the Lender or
its designee(s). By execution of this Master Agreement, the Lender and Xxxxxx
Xxx agree to the terms and conditions set forth herein and in any Contract
entered into simultaneously with this Master Agreement.
Each Mortgage delivered Lender this Master Agreement that has been submitted for
underwriting analysis by Xxxxxx Mae's Desktop Underwriter TM shall conform to
the requirements of the Guide to Underwriting with Desktop Underwriter TIVI, as
amended from time to time (the "Desktop Underwriter TM Guide"), Section 5 of the
Desktop Underwriter TM Seller/Servicer Software License and Subscription
Agreement, and this Master Agreement.
The form, terms, and provisions of this Master Agreement, as well as all
information regarding the negotiation of the form, terms, and provisions of this
Master Agreement, are confidential. The Lender shall not disclose or
disseminate, directly or indirectly, the form, terms, or provisions of this
Master Agreement, or such other information regarding the negotiation of this
Master Agreement, to any party other than the Lender's employees or agents who
need to know the same in order to perform their duties for the Lender and who
are legally obligated not to further disclose or disseminate such form, terms,
provisions, and information upon receipt thereof The Lender shall take all
necessary and reasonable action to preserve the confidentiality of such form,
terms, provisions, and information and shall use at least the same degree of
care in such efforts as it employs when preserving the confidentiality of its
own information of a similar nature. Such necessary and reasonable action that
must be taken by the Lender shall include, without limitation, providing
instruction to such employees and agents regarding the confidential nature of
the form, terms, and provisions of this Master Agreement and the negotiations
surrounding this Master Agreement.
Notwithstanding the provisions of the immediately preceding paragraph, the
Lender may disclose or disseminate such form, terms, provisions, and information
if it is required to do so by law (including a subpoena, or judicial
Master No. Mc02419
MA - 2
December 21, 1998
or governmental requirement or order) and has given Xxxxxx Xxx prior written
notice of such requirement and of the information required to be disseminated or
disclosed.
The Lender acknowledges that the unauthorized disclosure or dissemination of the
form, terms, or provisions of the Master Agreement, or other information
regarding the negotiation of the Master Agreement, is likely to cause
irreparable harm to Xxxxxx Mae and that monetary damages may be inadequate to
compensate Xxxxxx Xxx for such breach. Accordingly, in addition to and not in
limitation of any other rights and remedies available to Xxxxxx Mae at law or in
equity, Xxxxxx Xxx shall be entitled to injunctive relief in order to prevent or
restrain such unauthorized disclosure or dissemination. The obligations of the
Lender regarding confidentiality shall survive termination of this Master
Agreement.
The Lender's right to sell, and Xxxxxx Mae's obligation to purchase, Mortgages
Lender this Master Agreement may be terminated by Xxxxxx Xxx prior to the
Expiration Date of the Master Agreement if the Lender has breached the Mortgage
Selling and Servicing Contract it has entered into with Xxxxxx Mae, or any of
the provisions of this Master Agreement, or any Contract entered into pursuant
to this Master Agreement. If the Agreed Amount, as adjusted by the minus 5%
delivery tolerance, is not sold to Xxxxxx Xxx prior to the Expiration Date of
the Master Agreement, Lender shall be in breach of the provisions of the Master
Agreement. The Lender's responsibilities and liabilities under this Master
Agreement shall survive the expiration or earlier termination of the Lender's
right to sell, and Xxxxxx Mae's obligation to purchase Mortgages under this
Master Agreement. This Master Agreement and any Contract entered into pursuant
to this Master Agreement may only be amended by the mutual agreement of Xxxxxx
Xxx and the Lender. Each amendment to this Master Agreement, each amendment to a
cash commitment contract, and each amendment to a pool purchase contract (except
those amendments to pool purchase contracts where Xxxxxx Mae and Lender amend
the pool purchase contract by a voice recorded amendment) shall be in writing
and shall consist of a transmittal letter from Xxxxxx Xxx to the Lender
generally describing the amended provisions of the Master Agreement or the
Contract, together with the newly revised pages of the Master Agreement or the
Contract. The revised pages of the Master Agreement or the Contract should be
added to the Master Agreement as described in the transmittal letter. The Lender
shall acknowledge its acceptance of the amended terms and conditions by
returning to Xxxxxx Mae a duly executed copy of the transmittal letter. With
respect to each amendment to a pool purchase contract where Xxxxxx Xxx and
Lender amend the contract by a voice recording, the amendment will consist of a
voice recording between Xxxxxx Mae and Lender. Subsequent to the voice
recording, Xxxxxx Xxx will send to Lender a transmittal letter describing the
amended provisions of the pool purchase contract together with the newly revised
page(s) of the pool purchase contract. The revised page(s) of the pool purchase
contract should be added to the pool purchase contract by Lender as described in
the transmittal letter.
The Lender may not assign this Master Agreement or any rights or obligations
hereunder. The Lender may not assign any Contract entered into pursuant to this
Master Agreement or any rights or obligations thereunder.
The Lender hereby confirms, by checking the appropriate section below, that:
X It is NOT a federally-insured institution or an affiliate or subsidiary of a
federally-insured institution.
___ It is a federally-insured institution or an affiliate or subsidiary of a
federally-insured institution, and
Master No. Mc02419
MA - 3
December 21, 1998
(a) the sale to, and (if applicable) servicing for, Xxxxxx Mae of the Mortgages
delivered to Xxxxxx Xxx pursuant to this Master Agreement has either been (i)
specifically approved by the board of directors of the Lender and such approval
is reflected in the minutes of the meetings of such board of directors, or (ii)
approved by an officer of the Lender who was daily authorized by the board of
directors to enter into such types of transactions and such authorization is
reflected in the minutes of the board of directors' meetings; and
(b) this Master Agreement and any Contracts or amendments pursuant hereto,
together with the applicable Xxxxxx Mae Guides and the Mortgage Selling and
Servicing Contract between the Lender and Xxxxxx Xxx, constitute the "written
agreement" governing the Lender's sale to, and servicing for, Xxxxxx Mae of the
Mortgages delivered pursuant to this Master Agreement, and the Lender (or any
successor thereto) shall continuously maintain all components of such "written
agreement" as an official record.
The Lender must accept this Master Agreement by returning a duly-executed
duplicate original to Xxxxxx Xxx within ten business days of the date of this
Master Agreement. If the executed Master Agreement is not received by Xxxxxx Mae
within ten business days from the date hereof, Xxxxxx Xxx may at its option
declare this Master Agreement null and void.
Sincerely,
XXXXXX MAE
By: /s/ XXX X. XXXX
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Xxx X. Xxxx
Vice President - Marketing
Agreed, acknowledged, and accepted.
WASHTENAW MORTGAGE COMPANY
By:
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Name:
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Title:
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Date:
Xxxxxx Xx. Xx00000
XX - 4
December 21, 1998
EXHIBIT A
Master Agreement Number: MC02419
Effective Date: APRIL 1, 1999
Expiration Date: June 30, 1999
Parties to Agreement: Washtenaw Mortgage Company and Xxxxxx Xxx
Lender Number: 00000-000-0
Agreed Amount: $1,250,000,000, PLUS OR MINUS 5% (MANDATORY)
Back-end Buyout Fee: The greater of $1000.00 or 12.5 basis points (.125%)
multiplied by the undelivered and uncommitted portion
of the Mandatory Agreed Amount.
Master No. Mc02419
MA - 5
April 15, 1999
