EXHIBIT 10.20
[LOGO]
DIME
MORTGAGE INC.
National Correspondent Division
CORRESPONDENT ORIGINATION AND SALES AGREEMENT
This Origination and Sales Agreement ("Agreement") is made this 25th day
of April, 1997, by and between DIME MORTGAGE INC. ("DIME"), a New York
corporation having an office located at 0000 Xxxxxx Xxxx, Xxxxx X, Xxxxxx, XX
00000, its successors and assigns, and Xxxxxxx Xxxxxxx, Inc. dba American Home
Mortgage dba ("Correspondent"), whose principal office is located at 00 Xxxx
00xx Xxxxxx, Xxx Xxxx, XX 00000.
PURPOSE
This Agreement governs the origination, sale, and transfer of
conventional, FHA, and VA residential mortgage loans, including the transfer of
Servicing Rights. From time to time, Correspondent may offer to sell and DIME
may agree to buy individual loans which meet DIME requirements in accordance
with the terms set forth herein.
In consideration of the mutual promises, covenants, and agreements
contained herein, the parties agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. As used in this Agreement, the following capitalized terms
shall have the following meanings, unless the context requires otherwise:
"Best Efforts Commitment" means a Commitment which Correspondent is
required to use its best efforts to fulfill by selling the Loan set forth in
such Best Efforts Commitment to DIME. A Best Efforts Commitment with respect to
a Locked Loan shall become a Mandatory Delivery with respect to such Loan on the
related Closing Date.
"Closing Date" means the date of execution of a Mortgage Note and Mortgage
by a Mortgagor and the concurrent funding of a Mortgage Loan by Correspondent.
"Commitment" means DIME's written agreement for the purchase of a Loan.
"Conventional Loan(s)" means a residential mortgage loan, other than an
FHA or VA Loan, eligible for purchase by FNMA or FHLMC, or a private investor,
with a loan term not exceeding 360 months.
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"Credit File" means all documentation required by DIME for underwriting
review as established by Dime Correspondent Manual.
"Dime Correspondent Manual" means the written information and instructions
provided to Correspondent by DIME which establishes guidelines and procedures,
rate reservation, underwriting, and delivery requirements of the Credit File
and Loan File to be purchased by DIME, as amended by DIME from time to time in
its sole discretion, including notices or bulletins issued by DIME.
"Expiration Date" with respect to any Locked Loan, that date which the
loan file must be received by Dime for the Purchase Price Percentage to be
honored.
"FHA Loan(s)" means a residential mortgage loan, the payment of which is
insured by the Federal Housing Administration, or any successor thereto.
"Fraudulent Document"; means any Loan File document which, in the
reasonable judgment of DIME, is falsified, defective, misleading or inaccurate
in any material respect.
"Investor Rights" means any and all rights and privileges associated with
the ownership of a Loan, including but not limited to the right to receive all
payments of principal and interest paid by a Mortgagor.
"Loan(s) " means 1 to 4 unit residential mortgage loans including
Conventional, FHA, and VA loans, (including Investor Rights and Servicing
Rights) which are subject to this Agreement.
"Loan File" means all documentation required for a Loan as established by
the Dime Correspondent Manual.
"Locked Loan" means a loan that has been registered for a guaranteed rate
and price if delivered within a stipulated price term, and for which a price
confirmation has been issued by Dime. A locked loan becomes a mandatory
commitment when closed.
"Mandatory Commitment" means a Commitment which Correspondent is
unconditionally required to fulfill by selling the Loan set forth in such
Mandatory Commitment to DIME.
"Mandatory Delivery" means the required sale of a Locked Loan registered
with, and delivery of the related Loan File to, DIME. A Best Efforts Commitment
with respect to a Locked Loan shall become a Mandatory Delivery with respect to
such Loan on the related Closing Date.
"Mortgage" means the mortgage, deed of trust or other security instrument
which secures a Mortgage Note and creates either (i) a first lien on an estate
in fee simple in the Property (including condominium) (or leasehold where and
when permitted by DIME); or (ii) an interest in a cooperative, in those limited
areas where
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DIME expressly permits cooperative financing.
"Mortgage Note" means the promissory note of a Mortgagor secured by a
Mortgage.
Mortgagor" and "Mortgagors" mean the maker(s), obligor(s) and/or
guarantor(s) of a Mortgage Note.
"Property" means the residential real property consisting of land and a
one-to-four family dwelling thereon which is completed and ready for occupancy.
"Premium" means the amount paid for the loan above the outstanding
balance, calculated by multiplying the outstanding loan balance at purchase by
the Purchase Price Percentage less 100%.
"Purchase Date" means the date when the Loan is sold to Dime and the
Purchase Price is paid by Dime.
"Purchase Price" means the price paid for the loan plus the amount paid
for the related Servicing Rights. Purchase Price is calculated by multiplying a
stated price plus a stated Service Release Premium (SRP) by the outstanding
principal balance of the loan at the time of purchase.
"Purchasable Loan(s)" means a mortgage loan which meets all requirements
for purchase set forth in the Dime Correspondent Manual and has been approved
for purchase by Dime.
"Purchase Price Percentage" means the price paid by DIME pursuant to the
terms of the related Commitment, expressed as a percentage of the outstanding
principal amount as of the related Purchase Date.
"Repurchase Price" means the price to be paid by the Correspondent to
repurchase a loan. The amount will include base price, the service release
premium, all accrued interest and any reasonable expenses and/or attorneys fees
incurred by Dime. The base price of the loan will be the amount needed to make
Dime whole. It will be the outstanding principal balance or the percentage price
paid times the outstanding balance, depending on whether the loan has been
pooled, or sold.
"Servicing Rights" means all rights to service Loans for investors.
"Third Party Origination" means any loan for which a Third Party
Originator performs a significant portion of the origination process for a fee,
including but not limited to, processing the loan application, ordering
appraisals and/or credit reports, verifying income and/or employment.
"Third Party Originator" means any person or entity, not an employee of
Correspondent, who is duly authorized to perform all or part of the origination
process, including but not limited to processing a loan application, ordering
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appraisals and/or credit reports, verifying income and/or employment, and who is
compensated by Correspondent for this activity.
"VA Loan(s)" means a Mortgage guaranteed by the Veterans Administration,
with a loan term of not more than 360 months nor less than 180 months, unless
otherwise provided for in a Commitment, with a maximum Loan amount not exceeding
that permitted in the applicable jurisdiction, and with a combined Loan Guaranty
and equity of not less than 25%.
ARTICLE II
SUBMISSION AND APPROVAL
Section 2.1. Submission and Approval. Correspondent may, from time to
time, submit a Credit File or Loan File to DIME for approval in accordance with
Dime Correspondent Manual.
Section 2.2 Acceptance/Rejection of Loan. Following receipt by DIME of a
Credit File or Loan File, DIME shall notify Correspondent of DIME's underwriting
decision. DIME may accept or reject any proposed Loan based on applicable
underwriting and origination guidelines as interpreted by DIME. If the proposed
Loan is rejected, DIME shall promptly return the Credit File and/or Loan File to
Correspondent.
Section 2.3 Rate Reservation. Correspondent may request a rate quotation
and rate reservation in accordance with the Dime Correspondent Manual. In order
to receive payment for a Loan based on a rate reserved in accordance with this
Section 2.3, Correspondent must deliver to DIME a Purchasable Loan File and
Credit File, including any required fees, and any additional information
concerning the property and/or the applicant which DIME may deem necessary,
prior to the Expiration Date. If timely delivery of a closed Loan is not made,
DIME reserves the right to renegotiate the Purchase Price of the Loan.
Section 2.4 Revision of Requirements. DIME nay from time to time amend or
revise its documentation requirements, underwriting criteria or other
requirements pertaining to any residential mortgage loan program. Any Loan
Package already registered and rate locked by the Correspondent will not be
materially adversely affected by such amendment or revision.
ARTICLE III
DELIVERY AND PAYMENT
Section 3.1 Sole and Purchase. Correspondent acknowledges and agrees that
DIME is purchasing "whole loans" servicing released, that is, the purchase
includes any and all Investor Rights and Servicing Rights associated with all
Loans sold by Correspondent under this Agreement. Correspondent agrees to sell,
endorse, assign, transfer, and deliver, with full warranty of title, and
subrogation to its rights in warranty and free of all liens, claims and
encumbrances, and DIME agrees to
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purchase Loans according to the terms and conditions of this Agreement. Nothing
in this Agreement shall be construed as obligating DIME to purchase any Loan
from Correspondent. DIME shall have the right to review each Loan submitted for
purchase and the right to reject any Loan not in conformance with DIME's
requirements and/or general FHLMC/FNMA or FHA/VA guidelines.
Section 3.2 Delivery of Documents. For each Loan purchased by DIME,
Correspondent shall promptly deliver the Loan File together with an endorsement
of the Mortgage Note, (made payable to the order of DIME), a recorded assignment
of Mortgage or Deed of Trust (or in the case of cooperatives, delivery of the
pledged shares, an assignment of the proprietary lease, and other operative
documents and related duly filed financing statements), to DIME in accordance
with Dime Correspondent Manual. Correspondent shall do all further acts
necessary to perfect DIME's title to and security for each such Loan and to
execute and deliver any additional documents reasonably required by DIME.
Correspondent acknowledges that delivery of all Loans locked under a Mandatory
Commitment and locked and closed under a Best Efforts Commitment is mandatory
and that time is of the essence.
Section 3.3 Failure of Correspondent to Timely Deliver Loans.
Correspondent acknowledges and understands that DIME has executed forward
commitments to sell and immediately deliver Loans to third parties. Loans must
be delivered on or before the Expiration Date. Correspondent covenants and
agrees to reimburse DIME for any and all losses, expenses, and damages incurred
by DIME as a result of such nondelivery within five (5) days of written demand
by DIME. Such reimbursement shall be in addition to any and all legal and
equitable remedies available to DIME.
Section 3.4 Payment of Purchase Price. DIME shall pay Correspondent the
Purchase Price for each Loan in accordance with Dime Correspondent Manual. DIME
will pay the Purchase Price to the Correspondent or to the applicable warehouse
lender as instructed by an appropriate bailee agreement. In order to receive
payment of the Purchase Price, Correspondent must comply with all document
delivery requirements established by Dime Correspondent Manual. Payment of the
Purchase Price shall be made after the rescission period has expired for all
Loans subject to the right of rescission under Regulation Z. Unless earlier
agreed in writing by DIME, no fees, commissions, or any other consideration
shall be paid to Correspondent for any Loan submitted to DIME for purchase.
Correspondent covenants and agrees that: (i) the compensation received by
Correspondent from any borrower shall not exceed the fair market value of its
services as determined and set by Correspondent in a method that insures that
all borrowers are treated in a fair and unbiased method; (ii) Correspondent
shall not accept any fee or other compensation except as permitted by applicable
law and regulation; and (iii) it has disclosed any fee or other compensations in
writing to the borrower, and Dime as required by applicable law and regulation.
Payment of any fee to Correspondent does not evidence the acceptability of Loan
File or the Credit File.
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[LOGO]
DIME
MORTGAGE INC.
National Correspondent Division
DELEGATED UNDERWRITING ADDENDUM
TO CORRESPONDENT ORIGINATION AND SALES AGREEMENT
This Delegated Underwriting Addendum to Correspondent Origination and Sales
Agreement ("Addendum") is entered into this 25th day of April, 1997, by and
between DIME MORTGAGE, INC., its successors and assigns, ("DIME") and Xxxxxxx
Xxxxxxx, Inc. dba American Home Mortgage dba American Brokers Conduit
("Correspondent").
DIME and Correspondent have entered into that certain Correspondent Origination
and Sales Agreement ("Agreement") dated April 25, 1997, pursuant to which DIME
has agreed to purchase conventional, FHA, and VA residential mortgage loans
("Loans"), including the related servicing rights, from Correspondent according
to the terms and conditions contained therein.
Pursuant to the Dime Correspondent Manual, Loans may be underwritten by
Correspondent ("Delegated Underwriting"), provided Correspondent has been given
express written authorization by DIME.
Correspondent desires to submit Loans to DIME underwritten under Delegated
Underwriting authority, and as an inducement for DIME to grant Correspondent
such authority, Correspondent is willing to enter into this Addendum.
NOW THEREFORE, in consideration of the mutual promises, covenants, and
agreements set forth herein, Correspondent and DIME agree as follows:
I. Definitions. All capitalized terms not defined herein shall have the meanings
assigned to them in the Agreement, and/or the Dime Correspondent Manual.
II. Grant of Authority. DIME agrees that so long as Correspondent's Delegated
Underwriting authority remains in effect, DIME shall purchase Loans originated
and underwritten by Correspondent, in accordance with the terms and conditions
set forth in the Agreement, the Dime Correspondent Manual, and this Addendum.
III. Representations and Warranties. In addition to Correspondent's
representations and warranties contained in the Agreement, Correspondent further
represents and warrants to DIME as follows:
3.1 Correspondent will maintain a minimum HUD adjusted net worth of not
less than Five Hundred Thousand Dollars ($500,000) as reflected by
Correspondent's
Rev. 4/10/97 Page 1 of Three Pages
most recent audited financial statements prepared in accordance with Generally
Accepted Accounting Principles for Xxxxx 0, conforming retail approval.
Correspondent will maintain a minimum HUD adjusted net worth of $1,000,000 for
Xxxxx 0, jumbo loans and third party origination approval.
3.2 Each Loan underwritten by Correspondent is eligible for purchase by
FNMA and/or FHLMC and complies with all requirements and standards thereof,
including the most current FNMA/FHLMC manuals and lender updates, at the time of
purchase by DIME.
3.3 Each Loan satisfies all of the requirements contained in the
Agreement, and the Dime Correspondent Manual, and Correspondent has furnished
DIME with all documents set forth on the Underwriting Transmittal Checklist.
3.4 Correspondent utilizes only licensed Real Estate Appraisers in
compliance with the regulations and standards contained in the Financial
Institutions Reform Recovery and Enforcement Act. Correspondent maintains a
formal, written Appraiser Approval Policy which includes recertification
procedures for each Appraiser, at intervals not less than annually. (A full and
complete copy of such policy is attached hereto as Exhibit A).
3.5 Correspondent possesses not less than 3 years experience in the
origination of Loans, and not less than 5 years underwriting experience
concerning FNMA/FHLMC loans.
IV. Covenants. In addition to Correspondent's covenants contained in the
Agreement, Correspondent further covenants and agrees as follows:
4.1 Correspondent shall provide DIME with annual, audited financial
statements reflecting Correspondent's net worth (within 90 days following the
end of Correspondent's fiscal year). Correspondent shall furnish unaudited
interim financial statements to DIME upon request. Correspondent shall
immediately notify DIME if Correspondent's net worth is ever less than the
minimum net worth required in Section 3.1 herein and DIME may terminate this
Addendum upon Correspondent's failure to meet minimum net worth requirement.
4.2 DIME shall have the right to perform post-purchase reviews of all
Loans and to request any additional documentation to ensure compliance with
FNMA, FHLMC, or DIME underwriting guidelines.
4.3 Correspondent shall maintain Errors and Omissions Insurance and/or a
blanket Fidelity Bond in an amount not less than Three Hundred Thousand Dollars
($300,000), with insurers acceptable to DIME. (A copy of such insurance policy
or bond is attached hereto as Exhibit B).
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V. Indemnification. Correspondent shall indemnify, save, and hold harmless DIME,
its successors and assigns from and against any and all losses, costs, damages,
and expenses (including attorney and professional fees) of DIME resulting from:
5.1 any obligation of DIME to repurchase from an Investor any Loan
(including any Servicing Rights) or any real property held as security for any
Loan arising from any defect or omission in any Loan underwritten by
Correspondent.
5.2 Correspondent's breach of any representation or warranty contained in
this Addendum or in the Agreement;
VI. Termination. The Delegated Underwriting Authority contained in this Addendum
may be terminated by DIME for any reason, and in DIME'S sole discretion, upon
written notice. Termination shell be effective as to all Leans submitted to DIME
on or after such notice of termination.
VI. Miscellaneous. This Addendum may not be assigned by Correspondent and is
binding upon Correspondent, and its successors. This Addendum may be assigned by
DIME without consent or notice to Correspondent, and shall be binding upon and
inure to the benefit of DIME its successors and assigns. This Addendum shall be
governed by and construed in accordance with the laws of the state where this
Addendum was executed by DIME.
IN WITNESS WHEREOF, Correspondent and DIME have executed this Addendum as this
25 day of April, 1997.
DIME MORTGAGE, INC.
By: /s/ Xxxxxxx X. Xxxxxxx
-------------------------------------
Name: Xxxxxxx X. Xxxxxxx
-----------------------------------
Title: Vice President
----------------------------------
Michae1 Xxxxxxx, Inc. dba American Home
Mortgage dba American Brokers Conduit
----------------------------------------
CORRESPONDENT
By: /s/ Xxxxxxx Xxxxxxx
-------------------------------------
Name: Xxxxxxx Xxxxxxx
-----------------------------------
Title: President
----------------------------------
Rev. 4/10/97 Page 3 of Three Pages
[LOGO]
DIME
MORTGAGE INC.
National Correspondent Division
THIRD PARTY ORIGINATION RIDER
THIS THIRD PARTY ORIGINATION RIDER ("Rider") is made this 5th day of May, 1997,
and is incorporated into and shall be deemed to amend and supplement the Dime
Mortgage, Inc. Correspondent Origination and Sales Agreement ("Agreement") dated
April 25, 1997, between American Home Mortgage and Dime Mortgage Inc. ("Dime").
All capitalized terms used in this Rider that are not otherwise defined herein
shall have the same meanings assigned to them in the Agreement and Dime
Correspondent Manual.
I. THIRD PARTY ORIGINATION REPRESENTATIONS, WARRANTIES AND COVENANTS. In
addition to the representations, warranties and covenants made in the
Agreement, Correspondent and Dime further represent, warrant, and covenant
as follows:
A. Notwithstanding anything to the contrary in the Agreement (or in the
Dime Correspondent Manual), Correspondent may offer for sale and
transfer to Dime Loans which have been solicited, procured,
packaged, processed or otherwise originated by a third party
originator (hereinafter called "Third Party Originator"), provided
such Loans otherwise conform to the terms and conditions of the
Agreement. Nothing in this Agreement or the Dime Correspondent
Manual shall obligate Dime to purchase Loans offered for sale to it
by Correspondent, and Dime reserves the right to reject any Loan
offered to it by Correspondent for any reason whatsoever, including
but not limited to the fact that it is a Third Party Origination or
the identity of the Third Party Originator.
B. Correspondent and Third Party Originator shall comply with any and
all special bulletins, notices, instructions, or Dime manual
provisions issued by Dime from time-to-time and governing the
submission of loans contemplated by this Rider and shall sell only
Loans that are eligible for purchase by Dime in accordance with be
requirements of the Dime Correspondent Manual.
C. The Agreement, as amended by this Rider, is made and entered into
for the express benefit of Correspondent and Dime, not for the
benefit or interest of any Third Party Originator, or any related
persons or entities, and accordingly, no third party shall obtain or
acquire any rights or interest in the Agreement by reason of the
performance or failure of
Revised 2-07-97 1
performance of either of the parties hereto or of their respective
rights, privileges, duties or obligations arising hereunder.
D. Correspondent hereby irrevocably assigns to Dime all of its rights,
remedies, indemnities and causes of action arising out of or in
connection with Correspondent's written agreement, understandings,
or other dealings with any Third Party Originator regarding any Loan
sold and transferred to Dime pursuant to this Rider.
E. It is understood and agreed that the representations and warranties
set forth in this Rider survive the sale and delivery of the Loans
to Dime and shall inure to the benefit of Dime and all assignees
thereof, notwithstanding any restrictive or qualified endorsement on
any related Mortgage Note or assignment instrument.
F. It is understood and agreed that all representations and warranties
of Correspondent in the Agreement and/or this Rider made directly
from Correspondent to Dime also shall be deemed to constitute
representations and warranties by Correspondent regarding each Third
Party Originator as if such Third Party Originator was the
Correspondent hereunder, it being understood and agreed that
Correspondent shall bear the risk of the proper performance of Third
Party Originator as if the Third Party Originator was the
Correspondent.
G. Correspondent represents and warrants to Dime that no fee,
commission, kickback or tangible or intangible compensation of any
kind or nature whatsoever has been or will be received or retained
by Correspondent, or to Correspondent's knowledge, by any other
person, firm, or entity, in connection with any Loan or Loans
offered for sale pursuant hereto, except such fees as shall be
permissible by applicable law.
H. Correspondent's represents and warrants to Dime that its decision to
enter into arrangements and agreements, with other financial
institutions, mortgage bankers, mortgage brokers, loan brokers, real
estate brokers and others for or with respect to the solicitation,
procurement, packaging, processing, origination, closing and/or
purchase or sale of Loans has been done within the sole discretion
of Correspondent without the consent, advice or agreement of Dime.
I. Correspondent and its Third Party Originators have complied with all
applicable federal and state laws, rules, regulations and licensing
requirements, including those governing their operations and the
Loans.
Revised 2-07-97 2
II. TERMINATION OF THIS RIDER. This Rider may be terminated, as to the future
submission of loans, by either party upon written notice of termination, and
such termination shall not terminate the underlying Agreement unless expressly
stated in such notice.
Notwithstanding the foregoing, this Rider shall terminate immediately upon
the revocation, cancellation, or other termination of the underlying
Agreement.
Dime, may in its sole discretion, suspend registrations of Third Party
Originations covered by this Rider with or without affecting the
Correspondent's status in the underlying Agreement.
Other than as described in Article VI of the Agreement, Dime shall not
accept assignment of any Loans after the effective date of termination.
III. SPECIFIC CONDITIONS OF THIS RIDER:
1. Correspondent will collect and remit all FHA mortgage insurance
premiums and VA guaranty fees, and perform all insuring functions.
2. All loans will be table funded.
3. Underwriting will not be delegated to the thin party originator.
4. Current employment of all loan applicants will be verified by an
employee of American Home Mortgage prior to delivery of loan to Dime
for purchase
5. For applicants using tax returns to qualify, a copy of tax return
will be obtained from an independent source prior to delivery of the
Loan to DIME for purchase.
6. American Home Mortgage must maintain a minimum HUD adjusted net
worth of $1,000,000.
7. American Home Mortgage will order an in-house credit report on all
third party originated loans when the original credit report was
supplied by the broker. The reports will be reconciled and all
material discrepancies explained.
BY SIGNING BELOW, Correspondent and DIME accept and agree to the terms and
Revised 2-07-97 3
provisions contained in this THIRD PARTY ORIGINATION RIDER.
American Home Mortgage
(Correspondent)
By:_____________________________________
Name:___________________________________
Title:__________________________________
Dime Mortgage Inc.
By:_____________________________________
Name:___________________________________
Title:__________________________________
Revised 2-07-97 4
Section 3.5 Servicing Rights. The Purchase Price of each Loan shall
include all Servicing Rights and benefits pertaining to such Loan. Correspondent
shall execute and deliver documentation sufficient to transfer all Servicing
Rights from Correspondent to DIME free and clear of all claims, liens and
encumbrances, and to enable DIME (or its designated representative) to service
such Loan.
Section 3.6 Inspection of Loan Files. DIME reserves the right to inspect
all Mortgage Loans and satisfy itself that all Mortgage Loans comply with the
applicable Commitment, and Correspondent's representations concerning the
Mortgage Loans. The Loan Files shall evidence compliance with all federal and
state rules, orders and regulations affecting the Loan. Correspondent shall make
DIME the loss payee of each title policy, mortgage guaranty insurance policy and
hazard and Flood insurance policy. Ownership of, and title to, the Mortgage
Loans will not be vested in DIME until accepted and paid for by DIME.
ARTICLE IV
REPRESENTATIONS, WARRANTIES, AND
COVENANTS OF CORRESPONDENT
Section 4.1 Representations and Warranties Regarding Correspondent. After
due diligent investigation and inquiry, and notwithstanding any assignment
without recourse, Correspondent represents and warrants to DIME as follows:
A. Correspondent is duly organized, validly existing, and in good standing
under the laws of the state of its organization and has all qualifications,
registrations, and licenses, and permits necessary to carry on its business in
each state in which Correspondent originates or purchases Loans. Correspondent
agrees to provide DIME with copies of all applicable licenses, permits, etc.
upon request. Correspondent has all requisite power and authority to execute,
deliver and perform this Agreement. All requisite action has been taken by
Correspondent to make this Agreement valid and binding upon Correspondent in
accordance with its terms.
B. No approval of the transactions contemplated by this Agreement from any
regulatory authority having jurisdiction over Correspondent is required, or if
required, such approval has been obtained. There is no clam, litigation,
investigation or proceeding pending or threatened against or otherwise
materially adversely affecting Correspondent's business, performance of its
obligations under this Agreement and Correspondent has no knowledge of any
circumstances indicating that any such suit, investigation or proceeding is
likely or imminent;
C. With respect to any FHA Loan submitted by Correspondent, Correspondent
is approved by FHA to participate in its "direct endorsement" mortgage insurance
program, or is an FHA sponsored lender with underwriting performed by DIME; with
respect to an VA Loan submitted by Correspondent, Correspondent is either
approved to originate and submit Loans to VA for VA approval, or to underwrite
mortgage
Revised 3/11/97 6
loans with "automatic authority," or is a VA authorized agent with underwriting
performed by DIME.
D. Correspondent is not presently, nor within the one (1) year period
preceding the date of this Agreement has been, subject to any administrative
sanctions imposed by FHA and/or VA.
E. The consummation of the transactions contemplated by this Agreement are
in the ordinary course of business of Correspondent and will not result in: (a)
a breach of any term or provision of the charter or bylaws of Correspondent; (b)
the breach of any term or provision of, or conflict with, or constitute a
default under any agreement to which Correspondent or its property is subject;
or (c) the violation of any law, rule, regulation, order, judgment or decree to
which Correspondent or its property is subject.
F. No representation, warranty or written statement made by Correspondent
in this Agreement, nor any application, documentation, schedule, exhibit,
statement, or certificate furnished to DIME by Correspondent contains any untrue
statement of material fact or fails to state any material fact which could
render such statement misleading.
G. Each of the representations and warranties contained in this Section
4.1 is true and correct upon the execution of this Agreement and upon delivery
of any Loan to DIME for purchase.
Section 4.2. Representations and Warranties Regarding Loan. After due
diligent investigation and inquiry, Correspondent further represents and
warrants to DIME that as of the Purchase Date:
A. Each Loan has been originated by Correspondent and Correspondent has
complied with all of its obligations under this Agreement. Correspondent
warrants that all loans under the terms of this agreement will be originated by
the Correspondent, unless specific approval has been granted for third party
originations and a Third Party Origination Rider has been executed by
Correspondent and DIME;
B. Correspondent has the authority to sell, transfer, and assign such Loan
on the terms herein set forth; there has been no assingment, sale or pledge
thereof by Correspondent, (except any pledge required pursuant to a line of
credit agreement between Correspondent and its warehouse lender); and as of the
Purchase Date, the Loan will be free and clear of liens, claims, security
interests, or encumbrances of any type (including, but not limited to any pledge
in favor of any warehouse lender);
C. All Loans purchased by DIME comply with all of the FHA, VA, GNMA, FNMA,
FHLMC, DIME, and applicable private investor regulations, requirements, and
standards, and all representations and warranties required to be made by Sellers
therein are hereby made by Correspondent to DIME.
D. All FHA Loans are fully insurable by FHA and a Mortgage Insurance
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Certificate will be issued by FHA. All VA Loans are eligible for guaranty by VA
and a Loan Guaranty Certificate will be issued by VA and all Conventional Loans
are insurable by private mortgage guaranty insurers, when required, and an
appropriate certificate or other evidence of such insurance will be issued by
the insurer. There are no defenses, counter claims or rights of set-off
affecting the validity or enforceability of any private mortgage insurance, FHA
insurance or VA guaranty with respect to the Loan or eligibility of such Loan
for insurance or guaranty.
E. All FHA and VA Loans are eligible for inclusion in pools of mortgages
for GNMA, FNMA, or FHLMC mortgage-backed securities.
F. With respect to the Mortgagor, the Property, or the Loan, there are no
facts or circumstances that exist which could be reasonably expected to cause
private institutional investors to regard the Loan as an unacceptable
investment, cause the Loan to become delinquent, or adversely affect the value
or marketability of the Loan.
G. Correspondent has complied with all applicable Federal, State, and
Local laws, rules ordinances, and regulations, including, but not limited to:
(i) the Federal Truth In Lending Act of 1969, and Federal Reserve Regulation Z
thereunder; (ii) the Federal Equal Credit Opportunity Act ("ECOA") and Federal
Reserve Regulation B thereunder; (iii) the Federal Fair Credit Reporting Act;
(iv) the Federal Real Estate Settlement Procedures Act of 1974, and Regulation X
thereunder; (v) the Flood Disaster Protection Act of 1973 (as if it were a
covered entity and regardless of whether Correspondent is specifically subject
to such statute and/or regulations); (vi) the Fair Housing Act; (vii) the Home
Mortgage Disclosure Act; (viii) the Financial Institutions Reform Recovery and
Enforcement Act of 1989, all as amended, including all regulations issued
pursuant thereto; (ix) any and all licensing requirements for Mortgage Brokers
and/or Lenders; (x) requirements as applicable to the Loans of FNMA, FHLMC,
GNMA, FHA, and VA; and (xi) any and all laws, rules, ordinances, and regulations
relating to adjustable rate mortgages, negative amortization, and graduated
payment mortgages;
H. The rules, regulations, and all applicable requirements of FHA, VA, and
private mortgage insurance companies, hazard insurance companies or other
insurers have been properly satisfied; including, without limitation, the
payment by Correspondent of all mortgage guaranty and insurance premiums and
fees as and when due, and the submission by Correspondent of insurance binders
enforceable as required by Dime: Correspondent shall make Dime this loss payee
of each mortgage guaranty insurance policy, hazard, and flood insurance policy;
I. The proceeds of the Loan have been fully disbursed; there is no
requirement for future advances; the unpaid principal balance is as stated; all
costs, fees, taxes and expenses incurred in making and closing the Loan and
recording the Mortgage have been paid;
J. The Mortgage Note and the related Mortgage are genuine, and each is a
legal, valid and binding obligation of the Mortgagor(s), enforceable in
accordance with
Revised 3/11/97 8
their terms. All parties to the Mortgage Note and the Mortgage had legal
capacity to execute the Mortgage Note and the Mortgage and each Mortgage Note
and Mortgage have been duly and properly executed by the Mortgagor(s);
K. The Mortgage has not been satisfied, canceled, subordinated or
rescinded; no part of the Property has been released from the lien of the
Mortgage; the terms of the Loan have in no way been changed, waived, impaired or
modified, except for loan adjustments made in compliance with the Mortgage Note
and applicable regulatory requirements; no waiver of any default, breach,
violation or event of acceleration has occurred; and the Loan is current and not
in default;
L. No representation, warranty or written statement made by Correspondent
in this Agreement, nor any application, documentation, schedule, exhibit,
statement, or certificate furnished to Dime by Correspondent contains any untrue
statement of material fact or fails to state any material fact which could
render such statement misleading. All information contained in the Credit File
or Loan File is true, complete and accurate; Correspondent is not aware of any
fact not set forth in the Credit File or Loan File which Dime might reasonably
consider to be adverse to the approval of the loan, or would make the Loan
ineligible for sale in the secondary market;
M. A title insurance commitment or a title insurance policy including all
applicable endorsements has been issued by a title insurer, acceptable to DIME,
insuring Correspondent, its successors and assigns, or DIME as to the first
priority lien of the Mortgage in the original principal amount of the Mortgage
Note; Correspondent has not by act or omission, done anything which would impair
the title insurance policy coverage;
N. The assignment of the Loan from Correspondent to DIME has been duly
authorized and is valid and sufficient, and all consents and approvals to such
assignment have been obtained, including in the case of cooperatives, the
consent of the cooperative corporation;
O. All documents prepared by Correspondent are genuine, accurate, and
complete and meet the requirements and specifications established by FHA, VA,
GNMA, FNMA, FHLMC, the Dime Correspondent Manual and this Agreement as
applicable;
P. There is in force such flood insurance policy as is required under the
Flood Disaster Protection Act of 1973, as amended, and its implementing
regulations regardless of whether Correspondent is specifically subject to such
statute or regulations;
Q. The improvements on the Property securing each Loan are covered by
hazard insurance policies issued by an insurer acceptable to DIME: (i) in an
amount which, except where limited by applicable law to a lesser amount, is
equal to the outstanding principal balance of the Loan or eighty percent (80%)
of the insurable value of the improvements, whichever is greater; (ii) of a type
substantially in the form of and at least as protective as the fire and extended
coverage contained in the
Revised 3/11/97 9
"New York" loss mortgage clause (also known as "standard" or "union" loss
mortgage clause), which provides that Correspondent's hazard insurance is not
invalidated by acts of the Mortgagor, and (iii) containing suitable provisions
for payment of all present and future loans on the secured property in order of
precedence; the Property has not been damaged so as to adversely affect its
value;
R. No mortgage brokers or other consultants or finders were consulted or
contacted in connection with or in bringing about this Mortgage or this mortgage
sale transaction, that would be due a fee from DIME.
S. All taxes, governmental assessments, insurance premiums, water, sewer,
municipal charges, leasehold payments, ground rents, home owners association
dues and other charges, have been paid; and all funds paid or due to be paid
have been paid and delivered to Dime in connection with any escrow accounts
created on the Closing Date.
T. There is no proceeding pending for the total or partial condemnation of
the Property and the property is undamaged by waste, fire, flood or other
casualty.
U. The Mortgage Note and the Mortgage are not subject to any right of
rescission, setoff, counterclaim or defense, nor has any such right been
asserted with respect thereto.
V. The actual loan-to-value ratio of each Loan does not exceed the maximum
amount permitted under the Dime Correspondent Manual. The appraisal prepared in
connection with each Property provides an accurate estimate of the bona fide
market value of such Property and was prepared by a licensed Real Estate
Appraiser, acceptable to DIME, (as set forth in the Dime Correspondent Manual),
with no direct or indirect interest in the Property.
W. The Mortgage Note contains the lesser of the maximum late charge
permitted by the state where the property securing the loan is located and the
maximum late charges permitted by the applicable agency;
X. Appropriate escrow amount for property taxes and insurance were
collected from borrowers in conformity with RESPA and any similar state laws
that apply (unless expressly waived by Dime). There are no payments which are
unpaid including, but not limited to taxes, ground rents, water charges, sewer
rents, assessments, including any assessments payable in future installments,
or other outstanding charges affecting the lien of the Mortgage.
Y. All funds collected from borrowers at doing will be properly segregated
and accounted for as per regulations, and will be used for no other purpose than
that for which they have been designated. All funds due FHA and VA for guarantee
and insuring purposes will be promptly submitted in accordance with agency
regulations.
All of the representations and warranties set forth in Article IV shall
survive and continue in force for the full remaining life of the Loan and are
made for the
Revised 3/11/97 10
benefit of DIME and its successors and assigns.
Section 4.3 COVENANTS OF CORRESPONDENT. Correspondent covenants and agrees
with DIME as follows:
A. Correspondent shall notify DIME immediately of:
(i) any material changes in its ownership, financial condition, or
management;
(ii) any audits, examinations, or reviews by FHA or VA, including
any administrative sanctions imposed upon Correspondent;
(iii) if following the sale of any Loan to DIME, Correspondent
becomes aware of any fact or circumstance regarding any Loan of
which would have caused the Loan to be ineligible for sale to DIME
if known prior to such sale;
B. DIME may, from time to time, review, at Correspondent's place of
business, or at DIME's place of business, Correspondent's loan files, policies,
procedures, and records, in order to determine whether Correspondent meets
DIME's quality control standards.
C. Correspondent shall timely deliver to each applicant a completed
Regulation Z disclosure statement, Good Faith Estimate of Closing Costs,
Federally mandated fixed rate, or ARM disclosures and HUD booklets.
Correspondent shall be responsible for compliance with aggregate accounting
requirements relating to escrow account statements and escrow accounting
procedures mandated by the Federal Real Estate Settlement Procedures Act.
Correspondent shall also be responsible for compliance with ECOA concerning
notification of adverse action to an applicant whose Loan Package DIME does not
accept (DIME may, at its option, deliver notice of adverse action to
Correspondent for further delivery to applicant). Correspondent shall comply
with Regulation Z concerning return of all moneys paid by the applicant to
Correspondent should the applicant rescind and Correspondent shall not seek
reimbursement from DIME for such refund.
D. Correspondent shall deliver evidence, in a form satisfactory to DIME,
of such compliance, including, but not limited to, copies of any notice or
disclosure form furnished to an applicant.
E. Correspondent utilizes only licensed Real Estate Appraisers that meet
the requirements set forth in the Dime Correspondent Manual, and whose approval
and appointment is made in compliance with regulations and standards contained
in the Financial Institutions Reform Recovery and Enforcement Act or, in the
case of FHA or VA Loans, by appraisers approved by FHA or VA respectively.
F. At all times during the term of this Agreement, Correspondent shall
maintain a complete set of files and records of all business activities and
operations conducted by Correspondent in its capacity as loan correspondent of
Dime. Such
Revised 3/11/97 11
files and records shall be maintained in a neat, orderly and organized manner.
For a period of not less than twenty-five (25) months from and after the date of
termination or expiration of this Agreement, Correspondent shall continue to
maintain all such files and records at a reasonably accessible location.
Alternatively, Correspondent may deliver to Dime all such files and records. At
all times during the term of this Agreement and at all times during the
twenty-five (25) month period following expiration or termination of this
Agreement, Dime, its duly authorized agents, representative and employees, any
necessary party involved in any public offering (such as rating agencies) and
federal and state regulatory agencies which supervise Dime shall have a right,
upon reasonable notice, to audit, inspect and copy any of the foregoing records,
reports, files, and related materials of Correspondent, and Correspondent shall
cooperate and assist any such audit or inspection.
ARTICLE V
REMEDIES/REPURCHASE/INDEMNIFICATION.
Section 5.1 Breach of Representation or Warranty. Upon discovery of a
breach of any of the representations and warranties set forth in Section 4.1, or
4.2, or of the covenants set forth in Section 4.3, the party discovering such
breach shall give written notice to the other. Correspondent shall have sixty
(60) days following its discovery or its receipt of notice of any such breach,
to cure such breach to the reasonable satisfaction of DIME. If in the reasonable
judgment of DIME such breach cannot be cured within such sixty (60) day period,
or is incapable of being cured, Correspondent shall, at the request of DIME,
proceed to repurchase the affected Loan at the related Repurchase Price.
Section 5.2 Repurchase of Loans by Correspondent. Upon the occurrence of
any of the following events, Correspondent agrees to immediately repurchase the
related Loan (or Property, if title thereto is held by DIME), at the Repurchase
Price:
A. Correspondent fails to provide all of the documentation required by
DIME and/or fails to satisfy all other requirements of this Agreement within one
hundred twenty (120) days following the Purchase Date. Such date shall be
extended to a date one hundred and eighty (180) days following the Purchase Date
for documents timely sent out for recording, but not yet returned due to delays
solely within the applicable recording office;
B. With regard to FHA or VA Loans, Correspondent fails to submit an FHA
Mortgage Insurance Certificate ("MIC"), or VA Loan Guaranty Certificate ("LGC")
within one hundred and twenty (120) days following the Purchase Date;
C. With regard to FHA or VA Loans, in the reasonable judgment of DIME, the
related MIC or LGC cannot be obtained, or any required private mortgage
insurance or guaranty, lapses, is rescinded, or claim thereon is denied or not
paid (except for the negligence of DIME);
D. DIME repurchases any Loan previously conveyed, transferred, or
Revised 3/11/97 12
assigned by DIME to any third party due to defects which existed prior to, or
arose as a result of an occurrence on or before the Purchase Date;
E. The Loan File or Credit File contains any Fraudulent Document
regardless of whether or not such Loan is delinquent.
For any Loan which is incapable of being repurchased due to inclusion in a
GNMA pool, Correspondent agrees to comply with the procedures set forth in the
Dime Correspondent Manual.
Section 5.3 Early Payment Default. With respect to Loans underwritten by
Correspondent under Correspondent's Dime approved delegated underwriting
authority as described in the attached Delegated Addendum, or by Correspondent's
agency approved delegated underwriter, and which Loans have not been
underwritten by Dime prior to purchase, if such Loan is subject to a payment
default on any of the first three (3) scheduled monthly payments due Dime and
such default is not cured for one hundred and twenty (120) days following such
default, then Correspondent shall: (a) pay Dime $2500 for FHA or VA Loans, or
$1,000 for Conventional Loans, as reimbursement for administrative expenses;
(b) return any servicing release premium paid to Correspondent in reference to
such Loan; or (c) if the Loan is uninsured by FHA, not guaranteed by VA or if
private mortgage insurance as been denied due to origination errors, repurchase
and reconvey the Loan in accordance with Section 5.2 and 5.4 of this agreement.
Section 5.4 Reconveyance of Loan following repurchase by Correspondent.
Upon repurchase by Correspondent, DIME will endorse the Mortgage Note without
recourse and execute a recordable assignment of the Mortgage and Loan and
reasonably cooperate in the transfer of the Loan and all information relating
thereto to the Correspondent.
Section 5.5 Indemnification. Correspondent hereby agrees to indemnify,
save, and hold harmless DIME, its successors and assigns, from and against any
and all losses, damages, costs or expenses of any nature, including loss of
marketability and attorneys' fees, resulting from (a) breach of any
representation or warranty, covenant or agreement, made by Correspondent; or (b)
any misstatement or omission of material fact in the Loan File or Credit File,
whether disclosed by actual inspection by DIME or its representative, or
otherwise. This indemnification shall survive any termination or cancellation of
this Agreement.
Section 5.6 Remedies not Exclusive. The remedies sect forth in this
Article V, in other sections of this Agreement, and in the Dime Correspondent
Manual, are in addition to and not to the exclusion of any and all rights and
remedies available to DIME at law or in equity including specific performance.
Revised 3/11/97 13
ARTICLE VI
TERMINATION OF THIS AGREEMENT
Section 6.1 Termination Without Cause. This Agreement may be terminated by
either party at any time upon 15 days written notification. If the termination
is at Dime's option, the Correspondent will be allowed to continue to register
loans during the 15 day period for those loan programs which Dime has made
available to Correspondent. Any loans registered open may be locked during the
15 day period. After 15 days, no more registrations or locks will be accepted;
however, all lock loans delivered within the rate reservation term will be
purchased provided they meet all funding requirements. Requests for extension of
delivery time on locked loans will not be unreasonably withheld. Notwithstanding
any termination of this Agreement, the representations and warranties,
covenants, agreements, and obligations of Correspondent, including but not
limited to, its continuing responsibility to promptly supply Dime with
outstanding documentation regarding all Loans purchased, and its obligation to
repurchase Loans and to Indemnify Dime as provided herein shall remain in full
force and effect.
Section 6.2 Termination with Cause and/or Suspension. At any point in time
that a Correspondent is in breach of the agreement, Dime, at its sole option,
may take one of two curative measures. For violations that do not appear to pose
a serious threat to the integrity of the program. Dime may suspend the
Correspondent from future registrations as per Section 6.3. For those violations
that Dime deems to be serious enough in nature to pose a risk to the program,
Dime may terminate the Correspondent with cause as per Section 6.4.
Section 6.3 Suspensions. Dime will notify a lender 24 hours in advance
that a breach in the contract exists, and that future registrations are
suspended. A suspended Correspondent may continue to deliver locked loans and
lock all registered open loans during the period of suspension. Failure by Dime
to immediately suspend a Correspondent when the breach is first discovered will
not prevent Dime from taking this action at a later date. At any point in time
that Dime deems the breach has been corrected or that management has taken
proper steps to correct the breach, Dime may lift the suspension.
Notwithstanding any suspension of a Correspondent's registration privileges, the
representations and warranties, covenants, agreements, and obligations of
Correspondent, including but not limited to, its continuous responsibility to
promptly supply Dime with outstanding documentation regarding all Loans
purchased, and its obligation to repurchase Loans and to Indemnify Dime as
provided herein shall remain in full force and effect.
Section 6.4 Termination With Cause. Dime will have no further obligation
to purchase any loans from a Correspondent terminated for cause regardless of
the loan status; however, Dime may choose to purchase some or all of the
Correspondents locked loans without prejudicing the decision to terminate with
cause. Notwithstanding a termination for cause, the representations and
warranties, covenants, agreements, and obligations of Correspondent, including
but not limited to, its continuing responsibility to promptly supply Dime with
outstanding documentation regarding all Loans purchased, and its obligation to
repurchase Loans and to Indemnity Dime as provided herein shall remain in full
force and effect.
Revised 3/11/97 14
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1 Assignment. Correspondent may not assign, or delegate any of
its rights, duties, and/or obligations hereunder without the written permission
of DIME which may be withheld in its sole discretion. A change in ownership,
merger, or consolidation of Correspondent shall be considered an assignment for
purposes of this Agreement.
Section 7.2 Relationship between Parties. No exclusive relationship
between Correspondent and DIME shall result from this Agreement. Correspondent
is an independent contractor and nothing herein shall be construed to make
Correspondent a partner, joint venturer, employee or agent of DIME.
Correspondent shall not make any statement which leads any third party to
reasonably believe that it is an agent of DIME, and shall have no authority to
bind or make any representations on behalf of DIME. Correspondent shall not use
or refer to DIME's name in any form of advertising, written materials or
circulars except as may be required by law.
Section 7.3 No Third Party Benefits. This Agreement is made for the
express benefit of Correspondent and DIME, not for the benefit or interest of
any other persons or entities, and accordingly, no third party shall obtain or
acquire any rights or interest in this Agreement or by reason of the performance
or failure of performance of either of the parties hereto or of their respective
rights, privileges, duties or obligations arising hereunder.
Section 7.4. Entire Agreement. This Agreement, any addendum(s) attached
hereto and executed by all parties, and all applicable Dime Correspondent Manual
constitute the entire understanding of the parties regarding the subject matter
hereof. Any additions, changes, amendments or modifications of this Agreement
must be in writing and executed by an authorized officer of DIME. The invalidity
of any portion of this Agreement shall not affect the remaining provisions.
Section 7.5 Notice. Any notice required to be given to a party hereto
under the provisions of this Agreement must be in writing and delivered either
personally, by telecopy transmission, or by certified mail to the other party at
the addresses indicated herein above, or at any future address that may be
changed via notice by certified mail.
Section 7.6 Non-Solicitation. Correspondent covenants and agrees that it
will not directly or indirectly take any action, or cause any act on to be taken
by any of its agents, contractors, employees or affiliates, to solicit the
repayment of or any alteration in payment procedures or terms of any Loan sold
to DIME under the terms of this Agreement. The preceding statement shall not
preclude Correspondent from engaging in general advertising or from servicing
the refinance needs of a Mortgagor who, without solicitation in violation of
this Section 7.6, contacts Correspondent in connection with the refinance of
such Mortgagor's Loan. Regardless of the method of solicitation, should any loan
sold under this Agreement be refinanced by the Correspondent or its approved
third party originator, who originated the loan being refinanced, within six (6)
months of
Revised 3/11/97 15
the purchase date, the Correspondent will promptly return the original SRP plus,
in the event the loan is still owned by Dime, any Premium to Dime. The return of
the SRP and loan premium will be required whether Dime is the purchaser of the
new mortgage or not. If the refinance is due to a precipitous drop in interest
rites, Dime will consider a written request from the Correspondent for a waiver
of this requirement or a pro-rata reduction in the amount returned.
Section 7.7 Resolutions. Prior to the execution of this Agreement,
Correspondent shall provide a resolution from its board of directors,
authorizing the individual signing this Agreement to enter into this Agreement
on behalf of Correspondent and authorizing specific individuals who may either
(i) enter into Commitments and/or assign and transfer Mortgage Loan documents or
(ii) appoint other individuals to enter into Commitments and/or assign and
transfer Mortgage Loan documents.
Section 7.8 Annual Requirements. Within one hundred twenty (120) days
following the end of each fiscal year of Correspondent, Correspondent shall
deliver to Dime a financial statement of Correspondent covering such fiscal
period including a balance sheet as of the end of such fiscal year, and related
statements of changes in financial position and shareholders equity for such
fiscal period setting forth in each case in comparative form, figures for the
previous fiscal year all in reasonable detail, and unless otherwise agreed by
Dime, such financial statements shall be audited and certified by an independent
certified public accountant. If correspondent is an approved FHA D/E, said
statement shall include all calculations required by FHA. Correspondent shall
also provide satisfactory evidence that all licenses, insurance, and bonds have
been renewed and are current. Dime may at its option, from time to time, require
unaudited statements on a more frequent basis.
Section 7.9 Set-Off. Correspondent agrees that DIME may, at its option,
deduct from any Servicing Release Premium payment, and/or bonus payment due
Correspondent, any moneys paid by DIME on behalf of Correspondent, or due DIME
based upon Correspondent's failure to perform under the terms of this Agreement,
the Dime Correspondent Manual and/or any related Commitment.
Section 7.10 Governing Law. This agreement and the interpretation of its
terms shall be governed by the laws of the State of New York without giving
effect to its principles of conflict of law. THE PARTIES WAIVE THEIR RIGHTS TO A
JURY TRIAL IN ANY ACTION UNDER THIS AGREEMENT.
Section 7.11 Attorney Fees. In connection with any litigation or court
proceeding arising out of the enforcement of this agreement, the prevailing
party will be entitled to recover from the other party, all costs incurred,
including reasonable attorneys' fees for services rendered before suit is
brought, prior to trial, or appeal, or in federal bankruptcy proceedings.
Section 7.12 Limited Power of Attorney. Correspondent irrevocably appoints
Dime as its attorney-in-fact for the limited purpose of permitting Dime to: (a)
endorse any check, draft or other instrument in its possession which is made
payable to
Revised 3/11/97 16
Correspondent but which is due Dime under the terms of this agreement, and (b)
endorse Mortgage Notes to Dime and prepare Assignments of Mortgages in
Possession.
IN WITNESS WHEREOF, the DIME and Correspondent have caused this Mortgage
Loan Origination Agreement to be executed as of the day and year first above
written.
DIME MORTGAGE INC.
By: /s/ Xxxxxxx X. Xxxxxxx
--------------------------------------
Title: Vice President
----------------------------------
CORRESPONDENT
Xxxxxxx Xxxxxxx, Inc.
dba American Home Mortgage
dba American Brokers Conduit
----------------------------------------
(Name of Business)
/s/ Xxx Xxxxx Venture By: /s/ Xxxxxxx Xxxxxxx
------------------------------- -------------------------------------
Witness Title: President
----------------------------------
Xxx Xxxxx Venture
--------------------------------
Witness
Revised 3/11/97 17
