standard loan purchase and sale agreement - FCI Exchange

STANDARD LOAN PURCHASE AND SALE AGREEMENT
Re: Borrower Name: Cornejo, Francisca
Property Address: 3752 National Avenue
This loan purchase and sale agreement ("Agreement") effective as of the ___ day of ___________, 20___ ("Effective
Date"), is entered into by and between ___________________ ("Buyer") and __________________ ("Seller") (each, a
"Party" or, collectively, the "Parties").
WHEREAS, Seller owns and desires to sell the Mortgage Loan(s) described above or referenced in Exhibit A to Buyer, and
Buyer wishes to acquire the Mortgage Loan(s) from Seller.
NOW, THEREFORE, in consideration of the mutual promises and respective representations and warranties contained
herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
Parties agree as follows:
1. Definitions. In addition to the terms defined elsewhere in this Agreement, the following definitions shall apply to
this Agreement:
"Applicable Law" means any federal, state or local constitution, statute, rule, regulation or similar legal requirement
applicable to the Mortgage Loan(s), including but not limited to the Fair Debt Collection Practices Act and the
Gramm-Leach-Bliley Act concerning financial privacy, and any applicable and valid order, verdict, judgment or decree.
"Confidential Information" means all information, including but not limited to, records, documents, technology, software,
trade secrets, and financial and business information, whether oral or written, disclosed or made available to a Party or to
which a Party is given access pursuant to this Agreement by the other Party. Confidential Information does not include any
information which, at the time of disclosure, is: (i) generally known by the public; (ii) received from an unaffiliated third
party without a breach by the receiving Party or such third party of any confidentiality obligation; (iii) information that has
been independently developed by the receiving Party; (iv) required to be disclosed by operation of law upon reasonable
advice of counsel; or (v) as to Buyer, information contained in the Mortgage Loan(s) documents acquired pursuant to this
Agreement.
"Sale Date" means _______________ or such other date as the Parties mutually agree.
2. Agreement to Sell and Purchase. On the Sale Date, Buyer agrees to purchase from Seller and Seller agrees to sell
to Buyer, all of Seller's right, title and interest in and to the Mortgage Loan(s). The acquisition of the Mortgage Loan(s)
under this Agreement will be on a servicing released basis and be subject to the respective representations, warranties
and covenants of the Parties set forth in this Agreement.
3. Sale Price. The sale price to be paid by Buyer to Seller for the Mortgage Loan acquired pursuant to this Agreement
shall be $_______________. Buyer shall pay the sale price to the Seller in immediately available funds on the Sale
Date through the chosen escrow/closing service. Buyer shall be entitled to all payments applicable to the Mortgage
Loan(s) received by Seller on and after the Sale Date; Seller shall forward any such payments it receives to the Buyer.
If on the Sale Date a foreclosure proceeding or other legal process is pending regarding the Mortgage Loan(s), Seller
shall pay all costs and expenses incurred prior to the Sale Date, Buyer shall (subject to counsel's consent to represent
Buyer and Buyer's consent to continue using counsel) pay all costs and expenses on and after the Sale Date.
4. Assignment and Delivery of Mortgage Loan. Buyer agrees to have the assignment(s) of the Mortgage Loan(s)
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prepared as required. Seller shall provide Buyer with all collateral files, and information which may contain notes,
deeds and original notarized assignment no later than 14 days from purchase date. Seller shall send RESPA "goodbye"
letters to Obligators in accordance with applicable law within 5 days of purchase closing and send or email within 2
days copies to Buyer or Buyer's designated servicer. Buyer or their designated servicer shall send RESPA "welcome"
letters to Obligators in accordance with applicable law. As of the transfer date, all rights, Obligations, Liabilities and
responsibilities with respect to the servicing of the Mortgage Loans shall pass to Buyer or Buyer's designated servicer.
The seller shall have no obligation to perform any servicing activities with respect to the Mortgage Loan(s) after the
Sale Date, except those required by law. Buyer shall pay any recording fees or similar expenses due and payable on
account of the assignments contemplated in this section 4. Seller shall further cooperate with Buyer should Buyer need
any other document or other items executed and delivered to Buyer in connection with the sale of the Mortgage
Loan(s).
5. Servicing. Servicing of the Mortgage Loan(s) will be transferred from the Seller to the Buyer or their designated
servicer as soon as reasonably practical after the Sale Date, in accordance with Seller's usual procedures. In accordance
with Applicable Law, Seller and Buyer shall respectively provide the borrower of the Mortgage Loan(s) with any
required notice of transfer of servicing rights and notice of Buyer's acquisition of the Mortgage Loan(s).
6. Seller Representations and Warranties. Seller represents and warrants to Buyer that Seller is the owner of the
Mortgage Loan(s), has the right to transfer and sell the Mortgage Loan(s) to Buyer, that the lien position presented is
correct (for example the Mortgage Loan is a 1st position or in 2nd position), that, if the Seller originated the Mortgage
Loan, that all Applicable Laws were followed in the origination of the Mortgage Loan or if Seller was assigned the
Mortgage Loan, that to the best of Seller's knowledge all Applicable Laws were followed in connection with the
origination of the Mortgage Loan. Seller agrees to buy back any loan listed in attached Exhibit A for 30 days after
purchase date, found not to be a valid deed of trust or mortgage as of the date of purchase, for full prorated purchase
price. EXCEPT AS SPECIFICALLY SET FORTH IN THIS SECTION 6, SELLER MAKES NO OTHER
REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE MORTGAGE LOAN. THE
MORTGAGE LOAN IS BEING SOLD TO BUYER "WITHOUT RECOURSE", EXCEPT AS SPECIFICALLY SET
FORTH HEREIN.
7. Buyer Representations and Warranties. Buyer represents and warrants to Seller that Buyer is duly organized,
validly existing and in good standing under the laws of Buyer's state of formation. Buyer has the power and all
licenses, permits, authorizations and approvals (governmental, corporate or otherwise) necessary to carry on its
business and perform its obligations under this Agreement, if needed. Buyer is in compliance with all Applicable Laws
relating to this Agreement, including being duly licensed, if needed, to acquire and/or service Mortgage Loans in each
state in which such license is required. The execution or performance of this Agreement by Buyer will not violate
Buyer's formation documents or any material contract or other instrument to which it is a party or by which it is bound
and will not violate any outstanding judgment, order, injunction, law, rule or regulation to which it is subject. Buyer
will perform all acts under this Agreement, and will own and service the Mortgage Loan(s) hereafter, in strict
compliance with all Applicable Law.
8. Confidentiality. Except as expressly provided in this Section 8 or with the other Party's prior written consent, both
Parties agree to hold all Confidential Information of the other Party in confidence. Confidential Information shall be
deemed the exclusive property of the disclosing Party. Neither Party, during the term and after termination of this
Agreement, shall disclose any Confidential Information of the other Party to any person (other than its own directors,
officers, employees, agents and contractors who must have such information for the performance of a Party's
obligations under this Agreement) or use any Confidential Information for purposes other than those contemplated by
this Agreement. The Parties agree that monetary damages for breach of the obligations under this Section 8 may not be
adequate and that the non-disclosing Party shall be entitled to injunctive relief with respect to a breach thereof.
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9. Relationship of Parties. The Parties acknowledge and agree that the purchase and sale of the Mortgage Loans was
negotiated as an arms-length transaction and nothing in this Agreement is to be construed to constitute the Parties as
employer/employee, franchiser/franchisee, agent/principal, partners, joint ventures, co-owners or otherwise as
participants in a joint or common undertaking.
10. Modification of Agreement. This Agreement contains the entire agreement between the parties relating to the
Mortgage Loan; there are no other agreements express or implied. Buyer specifically acknowledges that it has not
purchased the Mortgage Loan(s) in reliance on any other representation or statement of Seller or Seller's
representatives not contained in this Agreement. Only an instrument in writing signed by the Parties may modify this
Agreement.
11. Governing Law. This Agreement shall be construed in accordance with and governed by the laws of the State of
California. The Parties agree to submit to the jurisdiction of California courts sitting in the County of Orange.
12. Indemnification. In addition to the repurchase obligations set forth in paragraph 6, supra:
a. Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all claims, suits, actions,
liability, losses, expenses (including reasonable attorney's fees), or damages (collectively "Damages") which may
hereafter arise, which Seller may sustain arising out of any breach of Buyer's warranties, representations, or
covenants as set forth in this Agreement.
b. Seller agrees to indemnify, defend and hold Buyer harmless from and against any and all claims, suits, actions,
liability, losses, expenses (including reasonable attorney's fees), or damages (collectively "Damages") which may
hereafter arise, which Buyer may sustain due to or arising out of any breach of Seller's representations, warranties,
or covenants as set forth in this Agreement.
13. No Waivers; Remedies Cumulative; Survival. The waiver of any breach of this Agreement shall not be construed
to be a waiver of any other or subsequent breach. All remedies afforded by this Agreement for a breach hereof shall be
cumulative; that is, in addition to all other remedies provided for herein or by law or in equity. The provisions of
Sections 6, 7, 8, 12 and 13 shall survive sale and transfer of the Mortgage Loan(s) to Buyer and any termination of this
Agreement.
14. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and
delivered personally or by facsimile or by overnight delivery service or by first class mail, postage prepaid, to each
party at the address listed below. Either party may change the notice address by notifying the other party in writing.
Notices shall be deemed received upon receipt, electronic confirmation of delivery as to facsimile notices, or 3 days
after deposit in the U. S. Mail, whichever is applicable.
Executed as of the Effective Date.
Buyer Seller
Company: _____________________ Company:
Contact Person: _____________________ Contact Person:
Address: _____________________ Address: 950 S. Jay Circle
_____________________
Phone: _____________________ Phone: 714-307-1182
Email: _____________________ Email: danaoson@gmail.com
Signature: _____________________ Signature: _____________________
Name: _____________________ Name: O'Son, Dana
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