MORTGAGE LOAN PURCHASE AND SALE …

1 09/05/2013 10:51:18 MORTGAGE loan PURCHASE AND SALE agreement Re: Borrower: _____ Property Address: _____ 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 is the Owner 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: Section 1: Definitions In addition to the terms defined elsewhere in this agreement , the following definitions shall apply to this agreement .

2 "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-LeachBliley Act ("GLBA") 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, non-public personal information with respect to any borrower(s) under the MORTGAGE Loans (as defined in the GLBA or related statues or regulations), the other Party.

3 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 . " MORTGAGE loan (s)" means a loan contained in the MORTGAGE loan Schedule and evidenced by a MORTGAGE Note and secured by a lien on Mortgaged Property.

4 " MORTGAGE loan Schedule" means the list of MORTGAGE Loans attached hereto as Exhibit A. "Obligor" means, with respect to each MORTGAGE loan , and obligor(s) on the related MORTGAGE loan Documents, including, without limitation, any and guarantors, sureties or other persons or entities that are or may be liable thereon. " PURCHASE Price" means the cash amount set forth in Section herein "Sale Date" means five (5) days from the Date that the Buyer funds the transaction to the escrow/closing service or such other date as the Parties mutually agree. Section 2: PURCHASE and Sale of MORTGAGE loan Section : agreement to Sell and PURCHASE .

5 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) in the MORTGAGE loan SCHEDULE. 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 . Section : PURCHASE Price and Funding requirement. The PURCHASE Price to be paid by Buyer to Seller for the MORTGAGE loan acquired pursuant to this agreement shall be $_____, to be paid to the Escrow/Closing Service or Seller directly within 24 hours of execution and delivery of this agreement to the other Party or Excrow/Closing Service by both parties.

6 The PURCHASE price and funding requirement shall only be changed both in amount and at when required to be paid if mutually agreed to by both parties in writing. Buyer shall be entitled to all payments applicable to the MORTGAGE loan (s) received by Seller on and after the Sale Date, unless otherwise agreed by Buyer and Seller in writing; 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 Transfer date, Buyer shall (subject to counsels consent to represent Buyer and Buyer's consent to continue using counsel) pay all costs and expenses on and after the Sale date.

7 Section : Buyer Deposit. Buyer agrees to submit a deposit to the Trust Account of the escrow/closing services designated by the Buyer within 24 hours of the Effective Date of this agreement in the amount of $_____, unless agreement is executed by both parties within this time frame, of which full funds would be required (refer to ). This deposit consists of 10% of the PURCHASE price. The deposit shall made payable to the Trust Account of the escrow/closing service used in the execution of this agreement . Deposits are refunded if the sale is not closed due to no fault of the Buyer.

8 Deposit is forfeited if the sale is not closed due to non performance by the Buyer, and forfeited deposit shall be distributed as outlined in the Terms of Use for Trading on the FCI Exchange Website. Section 3: Transfer of MORTGAGE Loans and Documents Section : Transfer of Documents. Seller shall provide closing/escrow service with collateral files, and information which contain original notes, original deeds and original notarized chain of assignments no later than the Sale Date.. If the Seller is not in possession of any of the said documents, there must be a written mutual agreement between buyer and seller, prior to the signing of this agreement by either party, illustrating that both parties are aware of the missing documents and that both parties would like to proceed with the transaction as agreed upon.

9 If the Buyer requests the execution and delivery of any other documents which are reasonably required, the Seller shall respond to such requests in a timely manner of which is 30 days from the date the formal written request is given. Section : Transfer of MORTGAGE of the Sale Date, the Seller transfers, assigns, set-over, quitclaim and convey to Buyer all rights, title, and interest of Seller in and to each of the MORTGAGE Loans sold. The Seller also conveys to the Buyer on the Sale Date, any payments, MORTGAGE loan Documents, and any insurance proceeds, condemnation awards, or losses related to the MORTGAGE loan Schedule.

10 As of the Sale Date, all payments as well as interest, late charges, unpaid principal, etc is transferred to the Buyer, unless otherwise agreed by Buyer and Seller and As of the sale 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 Transfer 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.