EXHIBIT 10.15
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[LOGO] NORWEST FUNDING
Norwest Funding Inc. Loan Purchase
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▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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This Agreement made as of July 8, 1996, by and among ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. dba
American Home Mortgage, dba American Brokers Conduit, a duly organized and
validly existing Corporation with its principal place of business at ▇▇ ▇. ▇▇▇▇
▇▇., ▇.▇., ▇.▇. ▇▇▇▇▇ (the "Seller") and Norwest Funding, Inc. ("Norwest").
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1. Recitals
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7 | 8 | 96 Norwest desires to purchase and Seller desires to sell to
---------- Norwest (check and initial the appropriate box):
[ILLEGIBLE] FHA-insured or VA-guaranteed mortgage loans ("Government Loans")
----------- eligible for inclusion in Government National Mortgage
Norwest Association ("GNMA") securities backed by the Government Loans
together with the servicing rights to the Government Loans on
[ILLEGIBLE] the terms and conditions set forth in this Agreement and in the
----------- Norwest Government Lender/Seller Operating Manual (the
Seller "Government Manual")
7 | 8 | 96 Pipeline Limits: Mandatory $500K Best Effort: $4M
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Mortgage loans other than Government Loans ("Conventional
[ILLEGIBLE] Loans")together with the servicing rights to the Conventional
----------- Loans on the terms and conditions set forth in this Agreement
Norwest and in the Norwest Conventional Lender/Seller Operating Manual
(the "Conventional Manual")
[ILLEGIBLE]
----------- Pipeline Limits: Mandatory $500K Best Effort: $15M
Seller
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2. Consideration
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Norwest and Seller, in consideration of the terms, conditions, promises and
agreement set forth in this Agreement and other good and valuable consideration,
the receipt of which is hereby acknowledged, hereby agree to the terms of this
Agreement.
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3. The Manual
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The Government Manual and the Conventional Manual are collectively referred to
in this Agreement as the Manual. Seller and Norwest agree and understand that
the Government Manual applies to Government Loans and the Conventional Manual
applies to Conventional Loans. Seller acknowledges that it has received and read
the Manual. All provisions of the Manual are incorporated; by reference into
this Agreement and shall be binding upon Seller and Norwest. Any reference in
the Manual to Norwest Mortgage, Inc. shall be construed to mean Norwest.
Specific reference in this Agreement to particular provisions of the Manual and
not to other provisions does not mean that those provisions of the Manual not
specifically cited in the Agreement are not applicable. All terms used herein
shall have the same meaning as the terms have in the Manual, unless the context
clearly requires otherwise. Norwest may amend the Manual from time to time upon
written notice to Seller. In the event of any conflict between the provisions of
this Agreement and the Provisions of the Manual, the provisions of this
Agreement shall control.
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4. Commitments.
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Seller may order Single Loan or Bulk commitments from Norwest in accordance with
the Manual for any Eligible Mortgage Loans which Seller intends to sell to
Norwest. When the commitment is registered, Norwest will send Seller a written
confirmation of the commitment in the form contained in the Manual ("Commitment
Confirmation")
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5. Eligible Mortgage Loans
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Eligible Mortgage Loans are loans which satisfy all of the requirements
contained in the Manual and the product profile for the particular Eligible
Mortgage Loan shown on the Commitment.
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6. Purchase Price
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The Purchase Price for each Eligible Mortgage Loan sold by Seller to Norwest
shall be mutually agreed to by Seller and Norwest in accordance with the Manual.
The Purchase Price will be shown on the Commitment Confirmation relating to the
Eligible Mortgage Loan ("Commitment Confirmation"). Norwest agrees to guarantee
the Purchase Price for the Eligible Mortgage Loan for the time period shown on
the Commitment Confirmation and Seller Agrees to close the Eligible Mortgage
Loan and deliver it to Norwest within the time period.
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7. Delivery Requirements
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Seller will deliver Eligible Mortgage Loans as provided for in the Manual.
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8. Commitment Delivery Deadlines and Funding Dates
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Norwest will notify Seller of the applicable commitment delivery deadline and
funding cutoff date for each commitment obligation and Seller agrees to provide
Norwest with sufficient, prudently and properly underwritten Eligible Mortgage
Loans to fulfill the commitment by the commitment delivery deadline as provided
for in the Manual. For each commitment, Seller must deliver prudently and
properly underwritten Eligible Mortgage Loans with aggregate principal balances
within the tolerance set out in the Manual. Substitutes for rejected mortgage
loan will only be accepted as provided for in the Manual.
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9. Penalties and Fees
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In the event Seller does not comply with the loan delivery procedures contained
in this Agreement and the Manual, Seller shall pay Norwest the applicable late
delivery, late correction or buyout penalties or fees as provided for in the
Manual.
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10. Representations
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A. Seller hereby makes all representations, warranties and covenants set
forth in the Manual and this Agreement with respect to each Eligible
Mortgage Loan delivered to Norwest pursuant to this Agreement as the date
of delivery.
B. Seller represents that it will not select Eligible Mortgage Loans in the
manner materially adverse to Norwest when delivering loans to fulfill a
commitment. Norwest may audit Seller's selection procedures during regular
business hours to assure itself that the selection procedures are not
materially adverse to Norwest: in the event Norwest reasonably
demonstrates that materially adverse selection procedures were used,
Seller shall within 30 days repurchase and/or replace affected loans with
Eligible Mortgage Loans selected in a manner which is not materially
adverse to Norwest.
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11. Remedies
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A. Seller recognizes that Norwest intends to rely on its commitments from
Seller and will without notice to Seller, make binding commitments in
reliance thereon. Seller agrees that actual delivery of the Loans under
each commitment is the essence of the Agreement and is, therefore,
mandatory within the delivery period as set forth in the Manual. Seller
acknowledges and agrees that Norwest shall be entitled to specific
performance if Seller fails to perform any of Seller's commitments since
money damages may not adequately compensate Norwest for its losses and
Norwest may be unable to effect cover in order to satisfy its commitments
with third parties. Upon Seller's insolvency, repudiation or failure to
perform its obligations, Norwest may proceed immediately by its own acts,
order or seizure, or such other remedy as may be available at law or
equity to take possession of all documents relating to a loan belonging to
Seller which could qualify for sale to Norwest pursuant to Seller's
commitments.
B. Seller shall indemnify and hold Norwest harmless from any claim, loss,
cost or damages, including reasonable attorney fees, resulting from: (1)
the inaccuracy of any of Seller's representations or warranties in this
Agreement, including the representations and warranties set out in the
Manual, or (2) Seller's breach of any of its promises or covenants in this
agreement including, but not limited to, the covenants contained in this
Manual.
C. In the event Seller breaches any warranty, representation or covenant
relating to an Eligible Mortgage Loan purchased by Norwest under this
Agreement, Seller shall upon Norwest's demand, repurchase the Eligible
Mortgage Loan for the amount calculated in accordance with the Manual.
D. The remedies provided for in this Agreement are not exclusive and are in
addition to any other remedies which Norwest may have in law or equity.
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12. General Provisions
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A. Seller's repudiation, breach or inability to perform any of its
commitments may, at Norwest's Option, be deemed a repudiation, breach or
failure to perform all of its outstanding commitments to Norwest.
B. Norwest's failure to enforce any provision of this Agreement shall not be
deemed a waiver of that or any other provision with respect to that or any
other transaction with Norwest.
C. Seller's rights and obligations hereunder shall not be assignable without
Norwest's prior written consent. Norwest may sell or assign without
restriction its rights under this Agreement or in and to any commitment
issued or Eligible Mortgage Loan purchase pursuant to this Agreement.
D. This Agreement shall be construed and governed by the laws of the State of
Minnesota.
E. Time is of the essence with respect to this Agreement and the commitments
entered into pursuant to this Agreement.
F. Seller affirms that prior to the execution of this Agreement and during
the term of this Agreement it was and is respectively approved as an
originator, seller/servicer by the U.S. Department of Housing and Urban
Development (HUD), and/or either the Federal National Mortgage Association
(FNMA), or the Federal Home Loan Mortgage Corporation (FHLMC) for
Government Loans and/or Conventional Loans, respectively.
G. Prior to Norwest being requested to purchase any loan hereunder, Seller
agrees to provide its most recent audited financial statement, along with
a board resolution or Secretary's certification, with specimen signatures,
authorizing the individual signing this Agreement to enter into contracts
on behalf of the Seller and authorizing the specific individuals who may
accept pricing of individual loans hereunder. In addition, Seller shall,
within 90 days following the end of each fiscal year, deliver to Norwest
copies of its Audited Financial Statement.
H. Seller grants Norwest the right of set-off and Norwest may deduct any
fees, penalties or other sums owed to Norwest by Seller under the terms of
this Agreement from the Purchase Price for Eligible Mortgage Loans being
purchased by Norwest from Seller pursuant to this Agreement.
I. The Seller is not authorized to use the corporate name "Norwest Mortgage,
Inc.", "Norwest Funding, Inc.", "Norwest Bank" or any derivation thereof,
or any of the service marks of Norwest Mortgage or Norwest Funding, in any
of the Seller's promotional or other materials without the prior written
consent of Norwest. As consideration for granting consent, the Seller
agrees to indemnify Norwest, from and hold it harmless against any loss,
damage or expense, including those incurred in defending any action or
proceeding, which results from its use of the corporate name, trade name
or service marks.
J. At no time shall Seller represent that it is acting as the agent of
Norwest Mortgage, Inc. or Norwest. Seller is and shall act as an
Independent Contractor.
K. All notices to be given under this Agreement shall be mailed first class
to the parties' principal place of business to the attention of a person
to be designated below by Norwest and Seller.
a. Send notices to Seller to the attention of: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇,
President
b. Send notices to Norwest to the attention of: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇,
Senior Vice President
L. Norwest may, at its sole discretion, terminate this Agreement with five
(5) days written notice to Seller. Norwest will honor its commitment to
purchase loans for which written confirmation has been given to Seller
prior to termination; provided that all of the terms and conditions
contained in the Agreement have been met.
M. This is the entire agreement between Seller and Norwest and supersedes all
prior discussions and agreements. This Agreement cannot be changed except
in writing signed by Norwest and Seller.
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. dba American Home Mortgage, dba
(Seller) American Brokers Conduit NORWEST FUNDING INC.
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Signed: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Signed: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
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Its: President Its: Senior Vice President
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Dated: July 8, 1996 Dated: Aug. 13, 1996
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[LOGO] NORWEST FUNDING
Norwest Funding, Inc. Addendum to
▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ - ▇▇▇▇▇ ▇▇▇ Purchase Agreement
▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
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This addendum to the purchase agreement of July 8, 1996 between Norwest Funding,
Inc. (Norwest) and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. (Company Name) (American Home Mortgage,
dba American Brokers Conduit), (AKA).
I hereby give my consent to Norwest Funding, Inc. to make changes to the
documents assigned to Norwest Mortgage, Inc. by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. dba
American Home Mortgage, dba American Brokers Conduit (Company Name) to conform
with the intentions of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. dba American Home Mortgage, dba
American Brokers Conduit (Company Name) and Norwest under the contract.
The types of changes I consent to be made to the documents by Norwest Funding
without authorization from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc. dba American Home Mortgage, dba
American Brokers Conduit (Company Name) include the following:
Spelling Errors
Grammatical Errors
Typographical Errors
Missing information where Norwest can supply the information
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, Inc., dba
American Home Mortgage, dba
Norwest Funding, Inc. American Brokers Conduit
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(Company Name)
▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
(Officer's Name) ------------------------------
(Officer's Name)
Senior Vice President
------------------------------ President
(Officer's Title) ------------------------------
(Officer's Title)
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇
------------------------------ /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇
(Officer's Signature) ------------------------------
(Officer's Signature)
Aug. 13, 1996
------------------------------ July 8, 1996
(Date) ------------------------------
(Date)
NORWEST FUNDING, INC.
CONVENTIONAL DELEGATED UNDERWRITING AMENDMENT
This Conventional Delegated Underwriting Amendment (the "Amendment") is entered
into this 10th day of February, 1998 by and between, American Home Mortgage (the
"Seller") and Norwest Funding, Inc. ("Norwest").
1. The Agreement(s). The Seller and Norwest have entered into (check
the appropriate box(es)):
|_| Conventional Loan Purchase Agreement ("CLA") dated: ________
|X| Loan Purchase Agreement ("LPA") dated: July 8, 1996
|_| Conventional Trade Assignment ("CTA") dated: ________
pursuant to the terms of which, the Seller has agreed to sell to
Norwest and Norwest has agreed to buy from the Seller Mortgage Loans
(the CLA, LPA and CTA hereinafter referred to individually and
collectively as the "Agreement(s)").
2. Delegated Underwriting Authority. In exchange for the promises
contained in this Amendment and other valuable consideration, the
sufficiency of which the parties hereby acknowledge, the Seller and
Norwest hereby amend the applicable Agreement(s) and the Seller
Guide to provide for the Seller's participation in Norwest's
Delegated Underwriting Program when the Seller delivers Delegated
Loans (as defined below) to Norwest in compliance with the
Agreement(s), the Seller Guide and this Amendment.
3. Defined Terms and Ratification of the Agreement(s). Unless the
context otherwise clearly requires, all capitalized terms used in
this Amendment shall have the meanings specified in the Agreement(s)
and the Seller Guide, and except as expressly amended hereby, the
Agreement(s) and the Seller Guide remain unchanged and in full force
and effect in all respects and are hereby ratified and confirmed by
the parties.
4. Delegated Loans. For purposes of the Seller's participation in the
Delegate Underwriting Program, Delegated Loans are defined as
Mortgage Loans meeting the following requirements:
o Conforming Loans up to 95% LTV (or applicable LTV program);
o Non-Conforming Loans up to $650,000 not to exceed 95% LTV; and
o Non-Conforming Cooperative Share Loans up to $650,000 not to
exceed 95% LTV.
5. Delegated Underwriting Process.
a. Delivery. Notwithstanding the provisions of Section 500 of the
Seller Guide, the Seller is not required to submit the Credit
Package to Norwest for Underwriting prior to Closing.
b. Review Standard. Seller agrees to review each Delegated Loan
for conformance to the applicable Underwriting Guidelines
using as its standard of care what a knowledgeable and
sophisticated institutional investor active in the residential
secondary mortgage market or an appropriate reviewing
authority would typically expect of a mortgage loan
underwriter.
c. Closing Documents. Seller must include the underwritten Credit
Package along with the Standard Closing Documents set forth in
Section 505 of the Seller Guide. Norwest reserves
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the right to refuse to Fund any Delegated Loan that does not
meet Norwest's product parameters.
d. Process Fee. Norwest shall not levy a Process Fee as set forth
in the Program Documents on any Delegated Loan submitted for
purchase under the Norwest Delegated Underwriting Program;
provided however, the Seller pays Norwest a process fee equal
to sixty dollars ($60.00) for each such Delegated Loan. This
fee is not refundable.
6. Additional Representations and Warranties. In addition to the
representations and warranties set forth in the Program Documents,
the Seller makes the following additional representations and
warranties as to each Delegate Loan submitted to Norwest for
Purchase: (i) each Delegated Loan complies with Norwest's product
parameters and with all other terms and conditions of the
Agreement(s) and the Seller Guide; (ii) each Delegated Loan complies
with the applicable Underwriting Guidelines in effect at the time of
delivery and provided for in the Seller Guide; and (iii)
underwriters employed by the Seller underwrote each Delegated Loan.
7. Quality Control. Prior to Norwest purchasing any Delegated Loans,
Norwest shall be entitled to review the Seller's underwriting
practices and quality control procedures and any other documents
Norwest deems necessary as a condition of purchasing any Delegated
Loans. Norwest shall also have the right to perform post-purchase
reviews of Delegated Loans purchased by Norwest from the Seller. The
Seller shall provide Norwest with any additional information or
document which Norwest reasonably determines is required to perform
such post purchase review. Any prior or post purchase review by
Norwest shall not waive or effect in any way the Seller's
representations or warranties or Norwest's rights and remedies under
the terms and conditions of the Program Documents.
8. Termination.
a. Upon Default. Either party may immediately terminate this
Amendment if the other party fails to perform any of this
Amendment's material terms and conditions.
b. Required by Law. This Amendment shall automatically terminate
when required by any governmental authority or court of law,
If any order or ruling of any governmental authority or court
of law shall require a party to be in default of any
obligation pursuant to this Amendment, then this Amendment may
be terminated by such party immediately upon notice to the
other party.
c. Termination by Norwest. Norwest may immediately terminate this
Amendment at any time at its sole option upon written notice
to the Seller.
IN WITNESS WHEREOF, the parties have caused this Amendment to be executed as of
the date first set forth above.
AMERICAN HOME MORTGAGE NORWEST FUNDING, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ By: /s/ [ILLEGIBLE]
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Its: President Its: Senior Vice President
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Date: 2/12/98 Date: 2/13/98
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