STANDARD LOAN PURCHASE AND SALE AGREEMENT

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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