STANDARD LOAN PURCHASE AND SALE AGREEMENT

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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 <strong>LOAN</strong>. THE MORTGAGE <strong>LOAN</strong> 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. 2/3
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 3/3
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STANDARD LOAN PURCHASE AND SALE AGREEMENT

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