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,
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A California corporation
By: /s/ Xxxxxxx X. Xxxxxx
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Its: Chief Operating Officer
MAXAMERICA FINANCIAL SERVICES, INC.
a California corporation
By: /s/ Xxxxxx Xxxxxxxx
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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
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Xxxxxxx X. Xxxxxx, CEO MaxAmerica Financial
Mortgage Capital Resource
