March 22, 2016
EXHIBIT 10.2
March 22, 2016
Xx. Xxxxx Xxxxx
First Vice President, Capital Markets Manager HomeStreet Bank
000 Xxxxx Xxxxxx
2000 Two Union Square Seattle, WA 981012326
Subject | Master Agreement No: ML03344 |
Lender No.: 00000-000-0
Dear Xx. Xxxxx:
Attached is your new Master Agreement. Please sign and return an executed Master Agreement to Xxx Xxxxx Xxxxxx Xxxxx, Xxxxx 0000, Xxxxxxx, XX 00000 which may be via facsimile or other means of electronic transmission.
Please note Section I, C and V, A.3 of your Mortgage Selling and Servicing Contract, the prefaces and forewords to the Selling Guide and the Servicing Guide, Part A2-1-0l of the Selling Guide and Part 1-201 of the Servicing Guide, each of which make clear that mortgage loans must be sold in accordance with the applicable mortgage loan purchase requirements of the Selling Guide in effect at the time of delivery ("Loan Purchase Requirements") and serviced in accordance with the Servicing Guide, each as they have been or may be amended, modified or supplemented by Xxxxxx Mae, and as may be further amended by this Master Agreement. The Selling Guide and Servicing Guide are amended periodically through Announcements, Lender Letters, DO/DU Release Notes, Notices, and information posted on XxxxxxXxx.xxx that is incorporated by reference into the Guides. See the Guides for additional information on Xxxxxx Mae's communications of its Single-Family selling and servicing policies. An amendme11-t to the Selling Guide or Servicing Guide that affects any provision of this Master Agreement or any mortgage loans previously delivered to Xxxxxx Mae (except with respect to Loan Purchase Requirements) is effective as of the date specified by Xxxxxx Xxx in the related Announcement, Lender Letter, Notice or other communication, unless Xxxxxx Mae specifically agrees otherwise in a duly authorized written communication.
Please note that the Master Agreement requires that Xxxxxx Xxx must receive the Master Agreement duly executed by Lender within ten business days of your receipt, so please execute and return at your earliest convenience. You may only accept the Master Agreement in its entirety in the form sent to you by Xxxxxx Mae, with no strike-outs, additions, changes, or other modifications, and your acceptance may not be subject to any conditions, qualifications, or reservations. The Master Agreement will be effective upon Xxxxxx Mae's execution of the Master Agreement and Xxxxxx Mae will send a fully executed copy of the Master Agreement to you for your records. NOTE: if you see anything that needs to be changed in this Master Agreement, please give your Customer Account representative a call before you sign the original.
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Please remember that your feedback is always welcomed, as we take customer suggestions seriously and want to help make it easier for you to do business with us.
Sincerely,
XXXXXX XXX
Senior Account Manager
Enclosure: Master Agreement
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CONFIDENTIAL
MASTER AGREEMENT ML03344
This Master Agreement between Xxxxxx Xxx and HomeStreet Bank (the "Lender") governs the sale by Lender, and the purchase by Xxxxxx Mae, of eligible residential mortgage loans (the "Mortgages"). This Master Agreement includes all of the terms and conditions described in all of the exhibits, attachments, commitments and MBS Pool Purchase Contracts ("MBS Contracts") attached or entered into as a part of this Master Agreement. Additionally, the "Master Agreement Terms and Conditions" section of "Selling Guide", which is incorporated into this Agreement by this reference, outlines in more detail the general terms and conditions of the Master Agreement and MBS Contracts and related terms and instructions. The execution of this Master Agreement requires compliance with all provisions and sections of this Master Agreement, including all MBS Contracts, whole loan commitments, exhibits and attachments to this Master Agreement.
As a condition to Lender's sale of Mortgages under this Master Agreement, Lender and Xxxxxx Xxx must enter into the appropriate whole loan commitments or MBS Contracts, depending on whether Lender will be delivering Mortgages under one of Xxxxxx Mae's whole loan purchase programs (Negotiated or Standard) or under Xxxxxx Mae's MBS program. Lender agrees to sell to Xxxxxx Mae, beginning on the Effective Date of Delivery Term and ending on the Expiration Date of Delivery Term (as those terms are defined in Exhibit 1), Mortgages with an aggregate outstanding principal balance equal to the Agreed Amount (as defined in Exhibit 1).
For whole loan deliveries, any loan-level price adjustments ("LLPAs") that are referenced in this Master Agreement, will be available no later than 30 days after Xxxxxx Xxx receives the executed Master Agreement from Lender.
Xxxxxx Mae must receive the Master Agreement duly executed by Lender within ten business days of Lender's receipt of this Master Agreement. This Master Agreement may be executed in one or more counterparts and all such counterparts shall be deemed to be one and the same document. This Master Agreement must be executed by Lender, Xxxxxx Xxx, and any person, firm, or entity whose joinder is required under the terms of this Master Agreement. The effective date of this Master Agreement is the later of (i) the date Xxxxxx Mae executes the Master Agreement or (ii) the effective date specified on Exhibit 1 hereto. Xxxxxx Xxx will send a fully executed copy of the Master Agreement to you for your records.
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If Lender is a federally-insured institution or an affiliate or subsidiary of a federally-insured institution, then Lender agrees to the representations and warranties described in the "Master Agreement Terms and Conditions" section of the Selling Guide.
Sincerely,
XXXXXX MAE
By: /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Assistant Vice President
Date:______________________
Agreed, acknowledged and accepted.
HOMESTREET BANK
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: FVP, Capital Markets Manager
Date: 3/30/2016
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EXHIBIT 1
TO MASTER AGREEMENT ML03344
Lender Name HomeStreet Bank
Lender Number 00000-000-0
Effective Date of Delivery Term: April 1, 2016
Expiration Date of Delivery Term: March 31, 2017
Agreed Amount for Delivery Term: $10,000,000.00 (Optional)
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MASTER AGREEMENT - GENERAL TERMS
The following Uniform provisions and defined terms/acronyms apply to all sections of the Master Agreement.
PART 1. UNIFORM PROVISIONS.
1. | Lender represents and warrants that Mortgages delivered pursuant to a Variance, Special Requirement or MBS Contract term contained in this Master Agreement comply with all provisions of the applicable Variance, Special Requirement or MBS Contract term. |
2. | Lender must enter all SFC(s) required by the Selling Guide, in addition to any additional SFC(s) specified in this Master Agreement. |
3. | In addition to any additional LLPA(s) specified in this Master Agreement, Lender must pay all LLPA(s) required by the Selling Guide, unless otherwise specified. |
4. | Mortgages may be sold to Xxxxxx Mae as whole loans or as MBS pool deliveries, unless otherwise specified. |
5. | For a Mortgage to be included in an MBS pool, the origination date LTV may not exceed 100%, unless otherwise specified. |
6. | Mortgages originated pursuant to a Variance must be first lien, conventional Mortgages, unless otherwise specified. |
7. | Lender agrees not to use Xxxxxx Mae's name in any advertising distribution, publication or communication to any third party that is not otherwise permitted pursuant to the confidentiality provisions applicable to this Master Agreement, or any Variance or other provision of this Master Agreement. |
8. | If a provision of this Master Agreement permits a type of loan that has additional requirements per the Selling Guide (e.g., lender approval for co-op share loans), then those Selling Guide requirements still apply unless otherwise stated. |
9. | Variance Mortgages may not be originated in combination with any other Variances contained in this Master Agreement without Xxxxxx Mae's prior written approval, unless specifically permitted in a particular Variance. |
10. | Unless otherwise specified, any Variance, Special Requirement or MBS Contract may be amended or terminated with reasonable notice to Lender, which in many cases will be at least 90 days, in accordance with the provisions of the Selling Guide. Additionally, Xxxxxx Xxx reserves the right to rescind or modify any of the terms of any Variance, Special Requirement or MBS Contract in connection with the renewal or extension of this Master Agreement or upon reasonable notice to Lender, unless otherwise specified. |
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11. | Trademarks are the property of their respective owners. Xxxxxx Mae trademarks are identified at: xxxx://xxx.xxxxxxxxx.xxx/xxxxxx/xxxxxxxxxx.xxxx. |
12. | Notwithstanding any provisions of this Master Agreement or any MBS Contract hereunder to the contrary, Xxxxxx Xxx may limit delivery volume or change the base guaranty fee, LLPAs, and/or guaranty fee adjustments for MBS Express® or rapid payment method remittance cycles ("pricing") applicable to Mortgages delivered under this Master Agreement in accordance with the provisions of the Selling Guide. If there is no delivery volume associated with this Master Agreement (shown as $1.00 or less on Exhibit 1 of this Master Agreement), then Lender may only deliver Mortgages, including Mortgages originated pursuant to the Variances and Special Requirements contained herein, under a separate master agreement which specifically authorizes delivery of, and provides pricing terms applicable to, Mortgages originated pursuant to this Master Agreement. |
13. | Please note Section I, C and V, A.3 of your Mortgage Selling and Servicing Contract, the prefaces and forewords to the Selling Guide and the Servicing Guide, Part A2-1-01 of the Selling Guide and Part 1-201 of the Servicing Guide, each of which make clear that mortgage loans must be sold in accordance with the applicable mortgage loan purchase requirements of the Selling Guide in effect at the time of delivery ("Loan Purchase Requirements") and serviced in accordance with the Servicing Guide, each as they have been or may be amended, modified or supplemented by Xxxxxx Mae, and as may be further amended by this Master Agreement. The Selling Guide and Servicing Guide are amended periodically through Announcements, Lender Letters, DO/DU Release Notes, Notices, and information posted on xxxxxxxxx.xxx that is incorporated by reference into the Guides. See the Guides for additional information on Xxxxxx Mae's communications of its Single-Family selling and servicing policies. An amendment to the Selling Guide or Servicing Guide that affects any provision of this Master Agreement or any mortgage loans previously delivered to Xxxxxx Mae (except with respect to Loan Purchase Requirements) is effective as of the date specified by Xxxxxx Xxx in the related Announcement, Lender Letter, Notice or other communication, unless Xxxxxx Mae specifically agrees otherwise in a duly authorized written communication. |
PART II. DEFINED TERMS AND ACRONYMS
The defined terms and acronyms below apply to provisions of this Master Agreement (including Variances and Special Requirements), unless a term is otherwise defined in a specific provision.
All Standard Xxxxxx Xxx ARM Plans: | All standard Xxxxxx Mae MBS ARM Plans, plus all standard plans available for whole loan sale only, per the Standard ARM Plan Matrix on xxxxxxxxx.xxx. |
AUS: | automated underwriting system |
COR: | cash-out refinance transaction |
FRM: | fixed-rate mortgage loan |
LCOR: | limited cash-out refinance transaction |
OPB: | original principal balance |
PIW: | Property Inspection Waiver, which is a fieldwork recommendation offered by Xxxxxx Xxx through DU and the Automated Property Service (APS) that results in an offer to waive the property inspection and appraisal for certain lower risk transactions |
SFR: | Single-family residence |
Standard MI: | MI at the level required by the Selling Guide at the time of delivery of the Mortgage |
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TPO: | Third party originations: includes both Broker and Correspondent loans |
Variance Mortgage: | As used in any Variance, mortgages delivered pursuant to such Variance |
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VARIANCES
TABLE OF CONTENTS
VAR # | Title | |
VAR 1 | Third Party as a Whole Loan Document Custodian (12/2013) | |
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VAR I Third Party as Whole Loan Document Custodian (12/2013)
Title (Version): | Third Party as Whole Loan Document Custodian (12/2013) |
Description: | Lender, as servicer of whole loans delivered to Xxxxxx Mae by Lender, may designate U.S. Bank ("Custodian) as document custodian for such whole loan deliveries in accordance with the Selling guide subject to the following: |
CUSTODIAN REQUIREMENTS | |||
t | Custodian must: | ||
○ | execute and deliver to Xxxxxx Xxx a Master Custodial Agreement (Xxxxxx Mae Form 2003); | ||
General | ○ | agree that from time to time Xxxxxx Xxx may provide instructions (a "Letter of lnstructions") to the Custodian for mortgages sold to Xxxxxx Mae by Lender, relating to the custody and certification of mortgage documents for Xxxxxx Xxx; | |
○ | be the document custodian for all whole loans serviced by Lender on behalf of Xxxxxx Mae; and | ||
○ | certify the loans prior to delivery to Xxxxxx Xxx. | ||
t | Xxxxxx Mae's approval for Custodian to act as Xxxxxx Mae's document custodian for whole loan deliveries is subject to change or termination if: | ||
Conditions to Approval | ○ | Xxxxxx Mae amends any Selling or Servicing Guide requirements for document custodians. | |
○ | Xxxxxx Xxx, in its sole discretion, deems it necessary or advisable to protect Xxxxxx Mae's interest in the Mortgages. | ||
t | Xxxxxx Xxx reserves the right to require the Custodian to transfer documents (for both existing and future business) to a different document custodian (including Xxxxxx Mae's designated document custodian) even though the Custodian satisfies Xxxxxx Mae's eligibility criteria and meets Xxxxxx Mae's operational standards. | ||
ADDITIONAL LENDER REPRESENTATIONS AND WARRANTIES | |||
Specific to Variance Mortgages | t | Lender represents and warrants that Custodian satisfies all eligibility and operational criteria applicable to a third party document custodian for MBS transactions as set forth in the Selling Guide. | |
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t | In the event that any such eligibility and operational criterion for Custodian is no longer satisfied, Lender must immediately notify Xxxxxx Xxx and Xxxxxx Xxx, in its sole discretion, may (a) modify or terminate the Variance and/or (b) require the Mortgages to be moved to another custodian at Lender's expense. | ||
t | Lender agrees to the following: | ||
○ | For each delivery, Custodian must execute and deliver to Lender, as seller, a Custodian Certification in the form attached to the Letter of Instructions (the "Custodian Certification") before Lender, as seller, transmits the Loan Schedule to Xxxxxx Mae through Loan Delivery (or any enhancement thereto) or other electronic communication link acceptable to Xxxxxx Xxx. | ||
○ | In addition to all other representations and warranties made by Lender, by transmitting a Loan Schedule to Xxxxxx Mae through Loan Delivery (or any enhancement thereto) or other electronic communication link acceptable to Xxxxxx Xxx in connection with a whole loan transaction, Lender represents and warrants that Lender has in its possession a fully executed Custodian Certification for the Mortgages described on the Loan Schedule. | ||
○ | Lender and Custodian each must maintain a file containing copies of all Custodian Certifications delivered to Lender by the Custodian in connection with whole loan deliveries. | ||
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Master Agreement ML03344
VAR 1 - 2
CONFIDENTIAL
April 21, 2016
Xx. Xxxxx Xxxxx
First Vice President, Capital Markets Manager
HomeStreet Bank
000 Xxxxx Xxxxxx
2000 Two Union Square
Seattle, WA 981012326
Subject Master Agreement No: ML03344
Master Agreement Amendment No.: Amendment 1
Amendment Effective Date: May 1, 2016
Lender No.: 00000-000-0
Dear Xx. Xxxxx:
By execution of this Letter Agreement, Xxxxxx Mae and HomeStreet Bank (the “Lender”) agree to amend
the above-referenced Master Agreement and Contract (if applicable). The amended terms and conditions
are set forth in the amended pages to the Master Agreement and (if applicable) the Contract attached to this
Letter Agreement. The attachments should be inserted into the Lender's Master Agreement as described
below. Capitalized terms used but not defined in this Letter Agreement, shall have the meanings set forth in
the Master Agreement.
The amended terms and conditions are set forth below. If applicable, the Lender and Xxxxxx Xxx shall rely
also on any attached pages for a complete description of the amended terms and conditions.
The amended terms and conditions:
1. Amended term: Add the ability to originate and sell certain mortgages as described in the
“Variances” section of your Master Agreement.
Instructions:
• | Insert/replace the VAR/TOC (Table of Contents) with the enclosed |
VAR/TOC (Table of Contents).
• | Insert the following VAR[s] into the “Variances” section of your Master |
Agreement:
•VAR 2 - Age of Credit Documents for Single-Close Transactions.
If you have received the “MASTER AGREEMENT GENERAL TERMS”, “SPECIAL
REQUIREMENT” Terms and/or Pool Contract “PRODUCT ATTACHMENT[S]”, please
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Amendment 1
insert/replace them in their respective sections. All replaced sections, along with this letter, should be
inserted under the “Amendment History” section.
For whole loan deliveries, any loan-level price adjustments (“LLPAs”) that are referenced in the Master
Agreement, will be available no later than 30 days after Xxxxxx Mae receives the executed Letter Agreement
from Lender.
Please note Section I, C and V, A.3 of your Mortgage Selling and Servicing Contract, the prefaces and
forewords to the Selling Guide and the Servicing Guide, Part A2-1-01 of the Selling Guide and Part 1-201
of the Servicing Guide, each of which make clear that mortgage loans must be sold in accordance with the
applicable mortgage loan purchase requirements of the Selling Guide in effect at the time of delivery
(“Loan Purchase Requirements”) and serviced in accordance with the Servicing Guide, each as they have
been or may be amended, modified or supplemented by Xxxxxx Xxx, and as may be further amended by
this Master Agreement. The Selling Guide and Servicing Guide are amended periodically through
Announcements, Lender Letters, DO/DU Release Notes, Notices, and information posted on
XxxxxxXxx.xxx that is incorporated by reference into the Guides. See the Guides for additional
information on Xxxxxx Mae's communications of its Single-Family selling and servicing policies. An
amendment to the Selling Guide or Servicing Guide that affects any provision of this Master Agreement
or any mortgage loans previously delivered to Xxxxxx Xxx (except with respect to Loan Purchase
Requirements) is effective as of the date specified by Xxxxxx Mae in the related Announcement, Lender
Letter, Notice or other communication, unless Xxxxxx Xxx specifically agrees otherwise in a duly
authorized written communication.
By execution of this Letter Agreement, Xxxxxx Mae and the Lender agree to and accept the amended terms
and conditions as set forth in the attachments to this Letter Agreement. The Lender shall return a dulyexecuted
duplicate original of this Letter Agreement to Xxxxxx Xxx by the earlier of (i) ten business days
after the date of this Letter Agreement, or (ii) two business days prior to the Amendment Effective Date
noted above. (Note: Certain transactions may result in Lender's receipt of the Letter Agreement on or after
the stated Amendment Effective Date. In the event this occurs, Lender must return a duly-executed
duplicate original of this Letter Agreement to Xxxxxx Mae no later than ten business days after the date of
this Letter Agreement.) You may return this Letter Agreement to Xxxxxx Xxx via facsimile or other
means of electronic transmission. You may only accept the Letter Agreement in its entirety in the form
sent to you by Xxxxxx Mae, with no strike-outs, additions, changes, or other modifications, and your
acceptance may not be subject to any conditions, qualifications, or reservations. The Letter Agreement
will be effective upon Xxxxxx Mae’s execution of the Letter Agreement and Xxxxxx Mae will send a fully
executed copy of the Letter Agreement to you for your records. NOTE: if you see anything that needs to
be changed in this Letter Agreement, please give your Customer Account representative a call before you
sign the original.
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Amendment 1
Sincerely,
XXXXXX XXX
By: : /s/ Xxxxxxx X. Xxxxxxxxx
Xxxxxxx X. Xxxxxxxxx
Assistant Vice President
Date: 4/21/2016
Agreed, acknowledged and accepted.
HOMESTREET BANK
By: /s/ Xxxxx X. Xxxxx
Name: Xxxxx X. Xxxxx
Title: FVP, Capital Markets Manager
Date: 4/21/2016
Email addresses for contract related communications are listed below. Please make additions or corrections as
necessary.
Xxxxx.Xxxxxxxxx@xxxxxxxxxx.xxx, Xxxxxxx.xxxxx@xxxxxxxxxx.xxx, xxxxxx.xxxxx@xxxxxxxxxx.xxx,
xxxx.xxxxxx@xxxxxxxxxx.xxx, xxx.xxxxxxxxx@xxxxxxxxxx.xxx, xxxxx.xxxxx@xxxxxxxxxx.xxx
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VARIANCES
TABLE OF CONTENTS
VAR # | Title | |
VAR 1 | Third Party as a Whole Loan Document Custodian (12/2013) | |
VAR 2 | Age of Credit Documents for Single-Closed Transactions | |
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Amendment 1
VAR 2 Age of Credit Documents for Single-Close Transactions
Title (Version): | Age of Credit Documents for Single-Close Transactions (03/2016) |
Description: | Lender may sell Mortgages with construction-to-permanent financing per the Selling Guide, Part B5-3.1-02 “Conversion of Construction-to- Permanent Financing: Single-Closing Transactions” with certain exceptions relating to age of credit documents, as described below. |
ELIGIBILITY REQUIREMENTS | ||||
Eligibility: General | t | Mortgages must meet the following eligibility requirements: | ||
○ | Standard per Selling Guide, except as provided below. | |||
Occupancy/Number of Units | t | Principal and second home residences | ||
t | 1-unit | |||
UNDERWRITING/DOCUMENTATION | ||||
Age of Credit Documents | t | Notwithstanding the provisions of Part B5-3.1-02, single closing transactions with credit documents may be dated more than 4 months but not exceeding 18 months old at the time of the conversion to permanent financing, in accordance with the following: | ||
○ | If the documents are dated 6 months or less: | |||
● | standard Selling Guide and DU eligibility requirements apply (i.e., per Xxxxxx Mae’s published eligibility matrix for DU loans) | |||
○ | If the the documents are dated more than 6 months but not exceeding 12 months, then: | |||
● | the maximum LTV, CLTV, and HCLTV is 90%; and | |||
● | the minimum credit score is 680. | |||
○ | If the documents are dated more than 12 months but not exceeding 18 months, then: | |||
● | the maximum LTV, CLTV, and HCLTV is 75%; and | |||
● | the minimum credit score is 700. | |||
t | All other requirements of Part B5-3.1-02 continue to apply. | |||
DELIVERY REQUIREMENTS | ||||
Special Feature Code(s) (“SFC”): Specific to Variance Mortgages | t | 645 (Age of documentation for new construction) | ||
t | 151 (Single-close construction-to-permanent Mortgages) | |||
