EXHIBIT 10.7
FORM OF
LOAN SALE AND PURCHASE AGREEMENT
THIS LOAN SALE AND PURCHASE AGREEMENT, dated as of December 15, 1997
(the "Agreement"), is made by and between AEGIS INVESTMENT TRUST, a Maryland
real estate investment trust ("Purchaser"), and AEGIS MORTGAGE CORPORATION,
an Oklahoma corporation ("Seller").
RECITALS
A. Seller is engaged in the business of originating and selling
mortgage loans secured by real property.
B. Seller may desire to sell and Purchaser may desire to purchase from
Seller from time to time certain of those mortgage loans.
C. The parties intend hereby to set forth the terms and conditions upon
which the transactions will be effected.
Accordingly, in consideration of the promises and the mutual agreements
contained herein, the Purchaser and Seller agree as follows:
AGREEMENT
Section 1. DEFINITIONS. Whenever used herein, the following words and
phrases, unless the context otherwise requires, shall have the following
meanings:
Acquisition Cost: Amount paid by Seller to acquire mortgage loans
whether through its retail or wholesale production operation or acquired
through its loan trading operations.
Agreement: This Loan Sale and Purchase Agreement and all amendments
hereof and supplements hereto.
Assignment of Security Instrument: Assignment of all Seller's rights,
title and interest in and to a Security Instrument for the benefit of
Purchaser, in a form acceptable to Purchaser, to be executed by Seller in
connection with each Mortgage Loan purchased hereunder, as applicable.
Custodian: [ ], or its successor in interest or assign,
or any successor to the Custodian.
Document Delivery Procedures: Procedures established by Purchaser for
the delivery of Mortgage Loan Documents evidencing Mortgage Loans to be
purchased hereunder, attached hereto as Exhibit "B", as may be amended from
time to time by Purchaser in its sole discretion.
Mortgage Loans: Each Mortgage Loan identified in the Schedule of Loans
Delivered that, from time to time, are subject to this Agreement.
Mortgage Loan Documents: For any Mortgage Loan, at least the documents
listed on Exhibit "B" hereto, as well as any other documents in Seller's
possession relating to the Mortgage Loan.
Mortgaged Premises: The fee simple interest in real property for each
Mortgage Loan purchased, covered by a Security Instrument and securing an
Obligor's indebtedness under the related Note.
Note: Instrument evidencing the indebtedness of the Obligor under a
Mortgage Loan.
Obligor: The borrower or borrowers under a Note, any other person or
entity who owes payments under a Note, or a subsequent owner of Mortgaged
Premises who has assumed the respective Security Instrument.
Purchase Date: The funding date for the purchase of Mortgage Loans
hereunder as agreed to by the parties in writing on the Schedule of Loans
Delivered.
Schedule of Loans Delivered: A listing of Mortgage Loans that the
Purchaser has agreed to be purchase pursuant to Section 2(a) hereof, that at
a minimum includes the loan number, borrower name, and loan amount, and such
other pertinent information that Purchaser deems reasonably necessary in the
circumstances, and that is also readily available to Seller.
Security Instrument: All deeds of trust, deeds to secure debt, trust
deeds or mortgages, as applicable securing repayment of the indebtedness
evidenced by a Note executed by an Obligor for a Mortgage Loan purchased
hereunder, as applicable.
Section 2. AGREEMENT TO SELL AND PURCHASE.
(a) Pursuant to the terms of this Agreement, Seller hereby agrees to
offer the Purchaser the option to purchase, subject to the terms of this
Agreement, all rights, title and interest of the Seller in and to all of the
mortgage loans or mortgage-related assets originated, owned or acquired by
the Seller (the "Right of First Offer"). If the Purchaser exercises such
option, the Seller agrees to sell,
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transfer, assign, set over and convey to Purchaser all rights, title and
interest of the Seller in and to the Mortgage Loans selected by the Purchaser
and the Purchaser hereby agrees to purchase the Mortgage Loans listed on the
Schedule of Mortgage Loans Delivered.
(b) The Purchase Price paid by Purchaser to Seller for Mortgage Loans
shall be as follows:
(i) For Owner-Financed Mortgage Loans, the percentage of the
Acquisition Cost for Owner-Financed Mortgage Loans delivered to the
Purchaser under this Agreement as set forth on Exhibit "C" attached hereto,
plus any other direct costs allocable to the acquisition of such Owner-
Financed Mortgage Loans. Such percentage will be agreed to by an officer
of both Seller and Purchaser and may change based on the nature of Owner-
Financed Mortgage Loans being purchased. Any revision to such Purchase
Price percentage will be presented to the Board of Directors of the Seller
and the Board of Trustees of the Purchaser at their regularly scheduled
meetings for review and approval.
(ii) For Seasoned Mortgage Loans, the percentage of the Acquisition
Cost for the Seasoned Mortgage Loans delivered to the Purchaser under this
Agreement as set forth on Exhibit "C" attached hereto. plus any other
direct costs allocable to the acquisition of such Seasoned Mortgage Loans.
Such percentage will be agreed to by an officer of both Seller and
Purchaser and may change based on the nature of Seasoned Mortgage Loans
being purchased. Any revisions to such Purchase Price percentage will be
presented to the Board of Directors of the Seller and the Board of Trustees
of the Purchaser at their regularly scheduled meetings for review and
approval.
(iii) For Other Mortgage Loans, the "fair market value" for such
Mortgage Loans. Such "fair market value" will be agreed to by an officer
of both Seller and Purchaser and will be based on readily available
sources, including, if applicable, the Seller's wholesale rate sheet.
Purchaser hereby agrees to purchase Mortgage Loans, at the agreed upon
Purchase Price, on the date the Seller commits to purchase the loan from its
customer or such other date agreed to between the parties. Purchaser also agrees
to pay the Purchase Price in full at the applicable Purchase Date for such
Mortgage Loan, or reimburse the Seller for the net interest cost incurred, if
any, related to such Mortgage Loans.
(c) Unless otherwise agreed to by the parties hereto, the sale of Mortgage
Loans hereof shall be on a "servicing retained" basis and Seller agrees to
Service the Mortgage Loans on behalf of the Purchaser pursuant to the
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Servicing Agreement (the "Servicing Agreement"), dated as of the date hereof,
between the Seller and the Purchaser, as it may be amended from time to time.
Section 2.1. RELATIONSHIP BETWEEN PURCHASER AND SELLER. Seller is
acting as an independent contractor and not as an agent of the Purchaser for
purposes of acquiring Mortgage Loans and selling such Mortgage Loans to
Purchaser. Purchaser and Seller are not partners or joint venturers with each
other and nothing herein shall be construed to make them such partners or
joint venturers or impose any liability as such on either of them. In that
regard, this Agreement is not intended to be an exclusive arrangement;
however, the Seller is obligated to provide Purchaser with the option to
purchase any Mortgage Loans acquired by it pursuant to the Right of First
Offer. Subject to the Right of First Offer and unless otherwise agreed to by
both parties, nothing herein shall prevent Seller from engaging in other
businesses or from rendering other services of any kind to any other person
or entity, including the sale of its mortgage loans, or the servicing of
loans.
Section 2.2. TERM OF AGREEMENT. The initial term of this Agreement
will terminate on December 31, 1998. The initial term, and each renewal
term, shall automatically renew on each anniversary date for a one (1) year
renewal term until either party provides at least three (3) months' prior
written notice of its intent to terminate this Agreement at the end of the
related term.
Section 3. DELIVERY OF DOCUMENTS AND OTHER INFORMATION. Seller will
deliver to the Custodian the Mortgage Loan Documents and upon receipt by
Seller of the Purchase Price, Seller will instruct the Custodian to release
the Mortgage Loan Documents to Purchaser.
Section 4. REPRESENTATIONS AND WARRANTIES OF THE SELLER WITH RESPECT TO
AUTHORITY AND OTHER MATTERS. Seller hereby makes as of the Purchase Date the
following representations and warranties:
(a) Seller has not dealt with any broker or agent or other parties who
might be entitled to a fee or commission in connection with this transaction
other than Purchaser or its affiliates, or which has been paid or otherwise
provided for;
(b) Seller is a corporation duly organized, validly existing and in good
standing under the laws of the State of Oklahoma with full corporate power
necessary to carry on its business as now being conducted; Seller has the
full corporate power and authority to execute and deliver this Agreement and
to perform in accordance herewith; the execution, delivery and performance of
this Agreement (including all instruments of transfer to be delivered
pursuant to this Agreement) by the Seller and the consummation of the
transactions contemplated hereby have been duly and validly authorized; this
Agreement
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evidences the valid, binding and enforceable obligation of the Seller, and
all requisite corporate action has been taken by the Seller to make this
Agreement valid and binding upon the Seller in accordance with its terms;
(c) The consummation of the transactions contemplated by this Agreement
is in the ordinary course of business of the Seller, and the transfer,
assignment and conveyance of all documents by the Seller pursuant to this
Agreement are not subject to the bulk transfer or any similar statutory
provision in effect in any applicable jurisdiction;
(d) Neither the execution and delivery of this Agreement, the sale of
Mortgage Loans to the Purchaser, or the transactions contemplated hereby, nor
the fulfillment of or compliance with the terms and conditions of this
Agreement, will conflict with or result in a breach of any of the terms,
conditions or provisions of the Seller's charter or by-laws or any legal
restriction or any material agreement or instrument to which the Seller is
now a party or by which it is bound, or constitute a default or result in an
acceleration under any of the foregoing, or result in the violation of any
law, rule, regulation, order, judgment or decree to which the Seller or its
property is subject, or impair the ability of the Purchaser to realize on the
Mortgage Loans, or impair the value of the Mortgage Loans;
(e) Except as otherwise disclosed to the Purchaser, there is no action,
suit, proceeding or investigation pending, or to the Seller's knowledge
threatened against the Seller that, either in any one instance or in the
aggregate, is likely to result in any material adverse change in the
business, operations, financial condition, properties or assets of the
Seller, or in any material impairment of the right or ability of the Seller
to carry on its business substantially as now conducted, or in any material
liability on the part of the Seller, or that would draw into question the
validity of this Agreement or the Mortgage Loans or of any action taken or to
be taken in connection with the obligations of the Seller contemplated
herein, or that would be likely to impair materially the ability of the
Seller to perform under the terms of this Agreement;
(f) No consent, approval, authorization or order of any court or
governmental agency is required for the execution, delivery and performance
by the Seller, or compliance by the Seller, with this Agreement or the sale
of the Mortgage Loans as evidenced by the consummation of the transactions
contemplated by this Agreement, or if required, such approval has been
obtained prior to the Purchase Date. However, Seller's participation in this
Agreement will be approved by its Board of Directors;
(g) Seller used no adverse selection procedures in selecting the
Mortgage Loans from among the outstanding mortgage loans in its portfolio as
to which representations and warranties in this Section of the Agreement
could be made;
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(h) Seller will treat the disposition of the Mortgage Loans as a sale of
assets for financial accounting and reporting purposes;
(i) Seller is the sole owner of, and has the full right to sell to the
Purchaser, all rights with respect to the servicing of the Mortgage Loans
following the Purchase Date;
(j) Seller will not solicit any of the borrowers listed on the Schedule
of Loans Delivered in order to refinance their mortgage loan without prior
written approval from the Purchaser; and
(k) Seller hereby warrants that it is compliance with all applicable
licensing requirements of federal, state, and local governmental authorities,
including, without limitation, any such requirements in the jurisdictions in
which each Mortgaged Premises is located.
Section 4.1 REPRESENTATIONS AND WARRANTIES OF THE SELLER REGARDING
INDIVIDUAL MORTGAGE LOANS. Unless otherwise agreed to on the Purchase Date
of any pool of Mortgage Loans, Seller hereby represents and warrants to
Purchaser with respect to each Mortgage Loan that, as of the Purchase Date
thereof:
(a) The information set forth on the Schedule of Loans Delivered is
complete, true and correct in all material respects.
(b) All policies of title insurance, hazard insurance, and flood
insurance respecting such Mortgage Loan and the related premises and
improvements thereon are in full force and effect, have been fully paid and
have been issued by sound and financially responsible insurance companies,
duly licensed and qualified to transact business, and are in such amounts as
are reasonably required by Purchaser or as required by law. All such policies
insure Seller, among others, as loss payee thereunder, in a form such that it
may be endorsed to Purchaser as loss payee as required hereunder, and there
are no facts or circumstances which could provide a basis for revocation of
any policies or defense to any claims made thereon. If such Property is
located in a flood area identified by the Federal Emergency Management Agency
("FEMA") pursuant to the National Flood Insurance Act of 1968, as amended,
(the "Act") a flood insurance policy issued by FEMA, or one conforming to the
requirements of the Federal Housing Administration, has been obtained and
complies with this Subsection (b) and the Act.
(c) The Mortgage Loan is secured by a valid, existing and enforceable lien
on the Mortgaged Premises, including improvements with respect to the foregoing.
The Security Instrument is subject only to the lien of (a) current real
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property taxes and assessments, (b) covenants, conditions and restrictions,
rights of way, easements and other matters of public record as of the date of
recording acceptable to mortgage lending institutions generally and
specifically referred to in the title insurance policy and which do not
adversely affect the appraised value of the Mortgaged Premises set forth in
such appraisal; and (c) other matters to which like properties are commonly
subject which do not materially interfere with the benefits of the security
intended to be provided by the Security Instrument or the use, enjoyment,
value or marketability of the related Mortgaged Premises;
(d) The Note and the Security Instrument are genuine, and each is the
legal, valid and binding obligation of the maker thereof enforceable in
accordance with its terms subject to bankruptcy, reorganization or other
similar laws. All parties to the Note and the Security instrument had legal
capacity to enter into the Mortgage Loan and to execute and deliver the Note
and the Security Instrument, and the Note and the Security Instrument have
been duly and properly executed by such parties;
(e) The terms of the Note and the Security instrument have not been
impaired, waived, altered or modified in any respect, except by a written
instrument which has been recorded, if necessary to protect the interest of
the Purchaser and which has been delivered to the Custodian. The substance of
any such waiver has been approved by the issuer of any related Primary
Mortgage Insurance Policy and the title insurer, to the extent required by
the policy, and its terms are reflected on the Schedule of Loans Delivered.
No borrower has been released, in whole or in part, except in connection with
an assumption agreement approved by the issuer of any related Primary
Mortgage Insurance Policy and the title insurer, to the extent required by
the policy, and which assumption agreement is part of the Mortgage Loan
Documents delivered to the Custodian and the terms of which are reflected in
the Schedule of Loans Delivered.
(f) The Mortgage Loan is not subject to any right of rescission,
set-off, counterclaim or defense, including without limitation the defense of
usury, nor will the operation of any of the terms of the Note or the Security
Instrument, or the exercise of any right thereunder, render either the Note
or the Security instrument unenforceable, in whole or in part, or subject to
any right of rescission, set-off, counterclaim or defense, including without
limitation the defense of usury, and no such right of rescission, set-off,
counterclaim or defense has been asserted with respect thereto;
(g) There are no defaults in complying with the terms of the Security
Instruments, and all taxes, governmental assessments, insurance premiums,
water, sewer and municipal charges, leasehold payments or ground rents which
previously became due and owing have been paid, or an escrow of funds has
been established in an amount sufficient to pay for every such item which
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remains unpaid and which has been assessed but is not yet due and payable.
The Seller has not advanced funds, or induced, solicited or knowingly
received any advance of funds by a party other than the borrower, directly or
indirectly, for the payment of any amount required under the Mortgage Loan,
except for interest accruing from the date of the Note or date of
disbursement of the Mortgage Loan proceeds, whichever is later;
(h) Requirements of any federal, state or local law including, without
limitation, usury, truth-in-lending, real estate settlement procedures,
consumer credit protection, equal credit opportunity or disclosure laws
applicable to the Mortgage Loan have been complied with in all material
respects;
(i) The Security Instrument has not been satisfied, canceled,
subordinated or rescinded in whole or in part, and the Mortgaged Premises has
not been released from the lien of the Security Instrument, in whole or in
part, nor has any instrument been executed that would effect any such
release, cancellation, subordination or rescission;
(j) The proceeds of the Mortgage Loan have been fully disbursed and
there is no requirement for future advances thereunder, and any and all
requirements as to completion of any on-site or off-site improvement and
disbursements of any escrow funds thereof have been complied with. All costs,
fees and expenses incurred in making or closing the Mortgage Loan and the
recording of the Security Instrument were paid, and the Borrower is not
entitled to any refund of any amounts paid or due under the Note or Security
Instrument;
(k) Unless otherwise specified in the Schedule of Mortgage Loans, Seller
is the sole owner of the Mortgage Loan and there has not been any other sale
or assignment thereof. The related Note and Security Instrument delivered to
Purchaser are the only executed copies thereof.
(l) There is no default, breach, violation or event of acceleration
existing under the Security Instrument or the Note and no event which, with
the passage of time or with notice and the expiration of any grace or cure
period, would constitute a default, breach, violation or event of
acceleration, and neither the Seller nor its predecessors have waived any
default, breach, violation or event of acceleration;
(m) There are no mechanics' liens or claims which have been filed for
work, labor or material affecting the Mortgaged Premises which are or may be
liens prior to or equal to the lien of the related Security Instrument;
(n) There is no proceeding pending for total or partial condemnation of
the related Mortgaged Premises or any part thereof and such Mortgaged
Premises are free of material damage. No improvement encumbered by such
Mortgage
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Loan is in violation of any applicable zoning law or regulation, building
code or any valid restrictive or protective covenant or setback line. No
improvement on such Mortgaged Premises is a mobile home or manufactured home
unless specifically approved by Purchaser in writing prior to purchase;
(o) The Mortgage Loan was underwritten generally in accordance with the
underwriting guidelines of the Seller as presented to the Purchaser;
(p) The related Security Instrument contains customary and enforceable
provisions such as to render the rights and remedies of the holder thereof
adequate for the realization against the related Mortgaged Premises of the
benefits of the security provided thereby, including: (a) in the case of a
Security Instrument designated as a deed of trust, by trustee's sale; and (b)
otherwise by judicial foreclosure. In the event that such Security Instrument
constitutes a deed of trust, a trustee, duly qualified under applicable law
to serve as such, has been properly designated and currently so serves, and
is named in the Security Instrument or has been substituted in accordance
with applicable law and no fees or expenses will become payable by Purchaser
to such trustee under the deed of trust, except in connection with a
trustee's sale after default by the Obligor;
(q) The origination and collection practices used with respect to the
Mortgage Loan have been in all respects legal, proper, prudent and customary
in the mortgage origination and servicing business, and have been in all
respects in compliance with all applicable laws and regulations. With respect
to escrow deposits and escrow payments, all such payments are in the
possession of the Seller and there exist no deficiencies in connection
therewith for which customary arrangement for repayment thereof have not been
made. All escrow payments have been calculated and collected in full
compliance with state and federal law;
(r) Such Mortgage Loan does not fall within the coverage of Section
103(aa) of the Truth-in-Lending Act, as amended, nor Section 226.32 of
Federal Reserve Board Regulation Z, as amended, which govern certain
mortgages commonly known as "high cost mortgages" or "Section 32 loans";
(s) The Mortgage Premises is free from any and all toxic or hazardous
substances, and there exists no violation of any local, state or federal
environmental law, rule or regulation; and
(t) No prepayment penalty, as set forth in the terms of the Note and
Security instrument, has been waived or limited before or after an interest
rate change date.
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Section 5. REPRESENTATIONS AND WARRANTIES OF THE PURCHASER. The
Purchaser hereby makes as of the Purchase Date the following representations
and warranties:
(a) Purchaser is acquiring Mortgage Loans for its own account only and
not for any other person;
(b) The Purchaser considers itself a substantial, sophisticated
institutional investor having such knowledge and experience in financial and
business matters that it is capable of evaluating the merits and risks of
investment in the Mortgage Loans;
(c) The Purchaser is a real estate investment trust duly organized,
validly existing and in good standing under the laws of the State of Maryland
with full corporate power necessary to carry on its business as now being
conducted; the Purchaser has the full corporate power and authority to
execute and deliver this Agreement and to perform in accordance herewith; the
execution, delivery and performance of this Agreement by the Purchaser and
the consummation of the transactions contemplated hereby have been duly and
validly authorized; this Agreement evidences the valid, binding and
enforceable obligation of the Purchaser, and all requisite corporate action
has been taken by the Purchaser to make this Agreement valid and binding upon
the Purchaser in accordance with its terms;
(d) The consummation of the transactions contemplated by this Agreement
is in the ordinary course of business of the Purchaser;
(e) Neither the execution and delivery of this Agreement, the
acquisition of the Mortgage Loans by the Purchaser or the transactions
contemplated hereby, nor the fulfillment of or compliance with the terms and
conditions of this Agreement, will conflict with or result in a breach of any
of the terms, conditions or provisions of the Purchaser's declaration of
trust or by-laws or any legal restriction or any material agreement or
instrument to which the Purchaser is now a party or by which it is bound, or
constitute a default or result in an acceleration under any of the foregoing,
or result in the violation of any law, rule, regulation, order, judgment or
decree to which the Purchaser or its property is subject;
(f) There is no action, suit, proceeding or investigation pending, or to
the Purchaser's knowledge threatened against the Purchaser that, either in
any one instance or in the aggregate, may result in any material adverse
change in the business, operations, financial condition, properties or assets
of the Purchaser, or in any material impairment of the right or ability of
the Purchaser to carry on its business substantially as now conducted, or
result in any material liability on the part of the Purchaser, or that would
draw into question the validity of this
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Agreement or the Mortgage Loans or of any action taken or to be taken in
connection with the obligations of the Purchaser contemplated herein, or that
would be likely to impair materially the ability of the Purchaser to perform
under the terms of this Agreement; and
(g) No consent, approval, authorization or order of any court or
governmental agency or body is required for the execution, delivery and
performance by the Purchaser of or compliance by the Purchaser with this
Agreement, or the acquisition of the Mortgage Loans as evidenced by the
consummation of the transactions contemplated by this Agreement, or if
required, such approval has been obtained prior to the Purchase Date.
However, Purchaser's participation in this Agreement will be approved by its
Board of Trustees.
Section 6. REMEDIES. In the event that a party discovers a breach of a
representation and warranty set forth in Section 4, Section 4.1 or Section 5
that materially and adversely affects the value of any of the Mortgage Loans
or the interest of the Purchaser therein, such party shall give prompt notice
to the other parties hereto. The party in breach shall have 60 days, after
receipt of notice of such breach, in which to cure in all material respects
such breach. In the event that the Seller is unable to cure in all material
respects a breach of a representation and warranty set forth in Section 4 or
Section 4.1 as to any Mortgage Loans, then the Seller shall promptly
repurchase each affected Mortgage Loan at a price equal to the unpaid
principal balance of such Mortgage Loan multiplied by the applicable purchase
price percentage plus accrued and unpaid interest thereon at the gross coupon
rate through the date of repurchase (the Repurchase Date). In the event that
the Seller repurchases a Mortgage Loan such Mortgage Loan will be returned to
the Seller.
As an additional remedy, the Seller shall indemnify the Purchaser and
hold it harmless against any losses, damages, penalties, fines, forfeitures,
reasonable and necessary legal fees and related costs, judgments and other
costs and expenses arising out of or resulting from any claim, demand,
defense or assertion based on or grounded upon, or resulting from, (a) a
breach by the Seller of any of its covenants, representation or warranties
contained in this Agreement or (b) the servicing of any Mortgage Loan prior
to the transfer of servicing.
The Purchaser shall indemnify the Seller and hold it harmless against
any losses, damages, penalties, fines, forfeiture, reasonable and necessary
legal fees and related costs, judgments and other costs and expenses arising
out of or resulting from any claim, demand, defense or assertion based on or
grounded upon, or resulting from, (a) a breach by the Purchaser of any of its
covenants, representations or warranties contained in this Agreement or (b)
the servicing of any Mortgage Loan following the transfer of servicing.
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Section 7. SUCCESSOR AND ASSIGNS. This Agreement shall bind and inure
to the benefit of and be enforceable by the Seller and the Purchaser and the
respective successors and assigns of the Seller and the Purchaser. This
Agreement shall not be assigned, pledged or hypothecated by the Seller to a
third party without the consent of the Purchaser or the successors and
assigns of the Purchaser which shall not be unreasonably withheld or delayed.
Section 8. CONDITIONS TO CLOSING. The obligations of the Seller and
the Purchaser to consummate the sale and purchase of the Mortgage Loans on
the Purchase Date are subject to the satisfaction of the following conditions:
(a) All representations and warranties of Seller and Purchaser under
this Agreement shall be true and correct as of the Purchase Date, and no
event shall have occurred that, with notice or the passage of time, would
constitute a default under this Agreement;
(b) All Mortgage Loan Documents shall have been delivered to the
Custodian; and
(c) All other terms and conditions of this Agreement shall have been
complied with in all material respects.
Subject to the foregoing conditions, Purchaser shall pay the Purchase
Price to Seller on the Purchase Date by wire transfer of immediately
available funds to the account designated by Seller.
Section 9. COSTS. Seller shall pay any commissions due its salesmen,
the legal fees and expenses of its attorneys, and fees incurred in connection
with the transfer of the Mortgage Loan Documents to the Custodian. Seller
shall prepare the Assignment of Security Instrument and pay all recording
fees with respect to the transfer of each Mortgage Loan to Purchaser or its
designee.
Section 10. NOTICES. All notices, requests, consents and other
communications hereunder shall be in writing and shall be deemed to have been
duly given or delivered if delivered personally or mailed by registered or
certified mail return receipt requested with first class postage prepaid as
follows:
If to Purchaser:
AEGIS Investment Trust
2500 City West Blvd., Suite 1200
Houston, Texas 77042
Attn: Managing Director
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If to Seller:
Aegis Mortgage Corporation
5208 W. Reno, Suite 255
Oklahoma City, OK 73127
Attn: Managing Director
or such other address as any person may request by notice given. Notices
sent as provided herein shall be deemed to have been delivered on the fifth
business day following the date on which it is so mailed.
Section 11. GOVERNING LAW. This agreement shall be governed by and
construed under the laws of the State of Texas without regard to such state's
provisions pertaining to choice of law.
Section 12. AMENDMENT. This Agreement, including any Schedules or
Exhibits hereto and all other agreements and documents executed in connection
herewith, constitutes the entire agreement among the parties hereto with
respect to the subject hereof and no amendment, alteration or modification of
the Agreement shall be valid unless in each instance such amendment,
alteration or modification is expressed in a written instrument duly executed
by each party hereto.
Section 13. COUNTERPARTS. This Agreement may be executed
simultaneously in any number of counterparts. Each counterpart shall be
deemed to be an original, and all such counterparts shall constitute one and
the same instrument.
Section 14. EXHIBITS AND SCHEDULES. The exhibits and schedules to this
Agreement, as amended or modified from time to time, are hereby incorporated
and made a part hereof and are an integral part of this Agreement.
Section 15. NO THIRD PARTY BENEFICIARIES. Each of the provisions of
this Agreement is for the sole and exclusive benefit of the parties hereto,
respectively, as their interests shall appear, and shall not be deemed to be
for the benefit of any other person or entity or group of persons or entities.
Section 16. SURVIVAL. This Agreement, and the representations and
warranties contained herein, shall survive the Purchase and shall not merge
into the purchase documents.
Section 17. SUCCESSORS AND ASSIGNS. This Agreement shall bind and
inure to the benefit of each party hereto, and to each party's successors,
assigns, agents and representatives.
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Section 18. SEVERABILITY CLAUSE. Any part, provision, representation
or warranty of this Agreement that is prohibited or that is held to be void
or unenforceable shall be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions.
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IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to
be signed hereto by their respective officers thereunto duly authorized as of
the date first above written.
AEGIS INVESTMENT TRUST
Purchaser
By:
------------------------------
Name:
Title:
AEGIS MORTGAGE CORPORATION
Seller
By:
------------------------------
Name:
Title:
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