EXHIBIT 10.14
LOAN PURCHASE AGREEMENT BY AND BETWEEN
MORTGAGE CAPITAL RESOURCE CORP. AND
MAXAMERICA FINANCIAL SERVICES, INC.
DATED JULY 7, 1998
LOAN PURCHASE AGREEMENT
THIS AGREEMENT is entered into by and between MORTGAGE CAPITAL RESOURCE
CORPORATION, a California corporation ("MCR"), and MAXAMERICA FINANCIAL
SERVICES, INC., a California corporation ("MaxAmerica"), and recites as follows:
RECITALS
WHEREAS, MaxAmerica is in the business of originating real estate mortgage
loans ("Loans"); and
WHEREAS, MCR conducts its business as a mortgage company; and,
WHEREAS, MaxAmerica desires to act as a correspondent to MCR and sell Loans
and completed loan packages to MCR for funding on terms and conditions provided
herein,
NOW THEREFORE, it is agreed as follows:
1. MaxAmerica agrees, acknowledges and warrants that prior to conducting
business with MCR under this Agreement it will meet all of the requirements of
the Federal Housing Administration ("FHA") and the Veterans Administration
("VA"), and shall meet and comply with all local ordinances and state laws where
Loans are originated and all regulations of RESPA and all ECOA notices.
2. MCR agrees to establish a processing company in accordance with HUD
guidelines for a minimum of one (1) year. MaxAmerica shall submit all Loans
originated by or through it to MCR for underwriting review and funding and will
comply with all MCR guidelines and MCR investor guidelines, including all
credit, income, property and personal information on and of borrowers and to
perform all other services that may be required by generally accepted standards
and practices followed within the mortgage banking industry to complete a loan
package for underwriting submission to MCR. Upon receipt of a completed loan
package, MCR shall cause its underwriters to perform the normal and customary
underwriting review and evaluation of each loan package and the information
contained therein. Providing that the information within each loan package meets
applicable underwriting guidelines and requirements, and provided, further, that
MCR has a loan program under which the loan can be funded, MCR will fund the
loan and take all other actions which may be required by applicable contracts or
guidelines to insure, ship and service each such loan. For any loans for which
MCR does not have a program under which the loan can be funded or is not
otherwise approved for such funding, MaxAmerica may broker the loan to a lender
who is able to fund such loan consistent with the borrower's request.
3. MCR shall be paid an underwriting fee of $1,000.00 for each loan
funded as provided herein, which shall be paid through and upon close of the
escrow or other transaction through which the loan is funded.
4. (a) MCR and MaxAmerica shall establish an account at a federally
insured banking institution and shall each deposit the sum of $ 100.00 per loan
funded under this Agreement as a loss reserve account. Withdrawals from said
loss reserve account shall
Require the signature of a representative of MCR and of MaxAmerica. Funding
shall continue up to a point where there is $200,000.00 in the account, at which
time, upon the request of either party, funding in the account will be suspended
until the account falls below $100,000.00, at which time funding will
recommence. At termination of this Agreement, and after utilization of the
account as provided in Section 4(b) set forth below, or in the event of the
mutual agreement of the parties to terminate the account, all remaining funds in
the account shall be divided one-half to MCR and one-half to MaxAmerica.
(b) In the event any entity to whom MCR has sold a loan funded under
this Agreement, or to any such entity's successor or assignee, demands that
MCR repurchase such loan or claims a loss or damages as a result of acquiring
such loan ("Claim"), MCR shall notify MaxAmerica within thirty (30) days of
receiving notice of such Claim,
and unless other arrangements are made, MCR shall be solely responsible for
the first $1,500.00 of loss in settling such Claim, and then the loss reserve
account shall be utilized to settle the remaining portion of such Claim.
(c) In the event the loan loss reserve account should be insufficient to
cover the costs, damages, liabilities and claims referred to in section 4(b)
above, then MCR shall indemnify and hold MaxAmerica harmless from all claims. At
any time after the expiration of one year from the date of executing this
Agreement, upon thirty (30) days' notice in writing from MCR, MCR shall have the
right to terminate this Agreement, and MCR shall indemnify and hold MaxAmerica
harmless from all claims upon termination of this Agreement as provided in this
Section 4(c). Whether or not said action or proceeding goes to final judgment,
in addition to any other relief to which it or they may be entitled, and shall
include any post-judgment attorneys fees incurred, any attorneys fees incurred
by the prevailing party on appeal, and by the prevailing party for any
post-judgment motion proceedings or hearings, and any and all attorneys fees
incurred in any and all efforts by the prevailing party to collect its judgment.
6. Except as provided herein to the contrary, this Agreement shall be
binding upon and inure to the benefit of the parties hereto, their respective
legal representatives, successors and assigns.
7. This Agreement may be executed in one or more counterparts, each of
which will be deemed an original, but all of which together will constitute one
and the same agreement.
8. The parties hereto agree to execute and file and to join in the
execution and filing of any and all agreements, consents or other documents
reasonably necessary to effect the consummation of the transaction contemplated
hereby, as either party hereto may reasonably require.
9. This Agreement shall be construed and governed in accordance with the
laws of the State of California.
10. The section and other headings contained in this Agreement are for
reference purposes only and will not affect the interpretation or meaning of
this Agreement.
11. All notices under this Agreement shall be in writing and shall be
delivered by personal service, facsimile transmission (with customary electronic
confirmation of delivery), or by certified or registered mail, postage prepaid,
return receipt requested, to the parties. Any written notice to any of the
parties required or permitted hereunder shall be deemed to have been duly given
on the date of service if served personally or if served by facsimile
transmission (with confirmation of receipt), or seventy-two (72) hours after the
mailing. Rejection or other refusal to accept or the inability to deliver
because of changed address of which no notice was given as provided hereunder
shall be deemed to be receipt of the notice, demand or request sent. Notices to
the parties shall be addressed as indicated below, or to such other addresses as
the parties may designate in writing from time to time.
12. In the event that any of the provisions, or portions thereof, of this
Agreement are held to be unenforceable or invalid by any court of competent
jurisdiction, the validity and enforceability of the remaining provisions, or
portions thereof, shall not be affected thereby.
13. All representations, warranties, covenants, agreements and indemnities
contained in this Agreement shall survive the effective date, and shall survive
a breach of any of the provisions hereof.
14. Nothing contained in this Agreement or in connection with the
relationship between MaxAmerica and MCR shall create or be deemed to create any
partnership, joint venture, agency or employment relationship between MaxAmerica
and MCR. MaxAmerica shall be exclusively responsible for its own costs and
expenses in connection with MaxAmerica's business, loan origination and the
processing of Loan.
15. MaxAmerica and MCR agree not to reveal any confidential information
about the other without the written consent of the other party.
16. Both parties shall indemnify and hold both parties, their directors,
officers, agents, employees and successors and assigns harmless from and against
and shall reimburse the prevailing party with respect to any loss,
damage, claim, liability, cost and expenses, including attorney fees actually
incurred, relating to or arising out of either party's breach of or failure
to perform any obligation under this Agreement.
17. The term "mortgage" as used herein shall mean a deed of trust or any
other instrument used under the laws of any state in which real property is used
as security for a loan funded or to be funded under the terms of this Agreement.
18. This Agreement shall be effective upon execution and shall remain in
effect for five (5) years, subject to Section 19, below.
19. (a) This Agreement shall not be effective until this Agreement is
approved by the Board of directors of HomeLife, Inc. and written notice there of
has been provided to MCR.
(b) MaxAmerica shall have the right to terminate the Agreement in the
event there is more than a 50 percent change in ownership of the shares of MCR
during the term of this Agreement.
(c) MaxAmerica shall have the right to terminate this Agreement in
the event there is more than a 20 percent change in ownership of the shares of
HomeLife, Inc. during the term of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
17th day of July, 1998, and intending to be legally bound as of the date hereof,
each of the undersigned parties has caused this Agreement to be duly executed
and delivered.
MORTGAGE CAPITAL RESOURCE CORPORATION,
A California corporation
By: /s/ Xxxxxxx X. Xxxxxx
------------------------------------
Its: Chief Operating Officer
MAXAMERICA FINANCIAL SERVICES, INC.
a California corporation
By: /s/ Xxxxxx Xxxxxxxx
------------------------------------
Its: President
ADDENDUM TO THE LOAN
PURCHASE AGREEMENT
This compensation agreement is attached to that certain LOAN PURCHASE AGREEMENT
dated July 7, 1998 between MORTGAGE CAPITAL RESOURCE ("MCR") and MAXAMERICA
FINANCIAL SERVICES, INC ("MAXAMERICA"), and is incorporated into and made a part
of the said LOAN PURCHASE AGREEMENT, as an addition to and not a substitution
for or modification of the LOAN PURCHASE AGREEMENT.
MCR AND MAXAMERICA AGREE THAT MCR SHALL PAY MAXAMERICA A SERVICING RELEASE FEE
AS FOLLOWS:
- FHA 30-Year Fixed Rate Loan 2.02
- FHA 15-Year Fixed Rate Loan 1.70
- VA 30-Year Fixed Rate Loan 1.70
- VA 15 -Year Fixed Rate Loan 1.50
- Xxxxxx Xxx/Xxxxxxx Mac 30-Year Fixed Rate Loan 0.75
AGREED TO THIS 17TH DAY OF JULY, 1998 WITH AND BETWEEN:
/s/ Xxxxxxx X. Xxxxxx /s/ Xxxxxx Xxxxxxxx
----------------------------- -----------------------------
Xxxxxxx X. Xxxxxx, CEO MaxAmerica Financial
Mortgage Capital Resource
