Loan Purchase and Sale AgreementLOAN PURCHASE AND SALE AGREEMENTbetween,,as Seller,andSIERRA PACIFIC MORTGAGE COMPANY, INC.as Purchaser, 2014Loan Purchase and Sale AgreementPage 1 of 14June 4, 2014
Loan Purchase and Sale AgreementThis Loan Purchase and Sale Agreement (the “Agreement”), dated, is herebyexecuted by and between SIERRA PACIFIC MORTGAGE COMPANY, INC, a California corporation, aspurchaser (the “Purchaser” or "SPM"), and, as seller (the “Seller”).WITNESSETH:WHEREAS, the Seller has agreed to sell from time to time to the Purchaser, and the Purchaserhas agreed to purchase from time to time from the Seller, certain residential mortgage loans (the“Mortgage Loans”) as described herein on a servicing released basis, and which shall be delivered aswhole loans as provided herein; andWHEREAS, the Mortgage Loans will be sold by the Seller and purchased by the Purchaser on aservicing released basis on the various Purchase Dates as provided herein; andWHEREAS, each of the Mortgage Loans will be secured by a mortgage, deed of trust or othersecurity instrument creating a lien on a Residential Dwelling on the related Purchase Date;NOW, THEREFORE, in consideration of the premises and mutual agreements set forth herein,and for other good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the Purchaser and the Seller agree as follows:SECTION 1. Definitions.For purposes of this Agreement, capitalized terms shall have the respective meanings as setforth in the Definition Section of the Sierra Pacific Mortgage Company, Inc. Seller Guide ("Seller Guide"),which is expressly incorporated into and made a part of the Agreement.SECTION 2. Purchase and Conveyance.The Seller, in exchange for the payment of the applicable Purchase Price by the Purchaser on therelated Purchase Date, hereby sells, transfers, assigns, sets over and conveys to the Purchaser, withoutrecourse, but subject to the terms of this Agreement, all of its rights, title and interest in and to theMortgage Loan, including the related Mortgage Note and Mortgage, , together with the relatedMortgage File and all rights and obligations arising under the documents contained therein, on aservicing released basis.With respect to each Mortgage Loan, the Purchaser shall own and be entitled to (1) all MonthlyPayments due beginning with the First Payment Due SPM indicated in the Purchase Advice, and (2) allother recoveries of principal not factored into the Purchased Principal Balance. Seller should promptlyforward to SPM any Monthly Payments, principal payments or escrow funds due SPM or otherwise notfactored into the purchase wire.Loan Purchase and Sale AgreementPage 2 of 14June 4, 2014
Loan Purchase and Sale AgreementSECTION 3. Purchase Price.The Purchase Price for the Mortgage Loans being acquired on a Purchase Date shall bedetermined as set forth in the Seller Guide. The Purchase Price shall be paid on the related PurchaseDate by wire transfer of immediately available funds.SECTION 4. Delivery of Mortgage Loans.SUBSECTION 4.01 Possession of Mortgage Files.Originals or copies of all documents, including but not limited to the documents set forth in theSeller Guide and comprising the Mortgage File, other than the Final Documents, shall be delivered to thePurchaser on or prior to the related Commitment Expiration Date. The Seller shall release from itscustody the contents of any Mortgage File retained by it only in accordance with this Agreement, exceptwhen such release is required in connection with a repurchase of any such Mortgage Loan pursuant toSection 6 of this Agreement or if required under applicable law or court order.If the Purchaser or its designee discovers any defect with respect to any document constitutingpart of a Mortgage File, the Purchaser shall, or shall cause its designee to, give written specification ofsuch defect to the Seller and the Seller shall cure or repurchase such Mortgage Loan in accordance withSection 6.SUBSECTION 4.02 Books and Records.The Seller shall provide to any supervisory agents or examiners that regulate the Purchaseraccess, during normal business hours, upon reasonable advance notice to the Seller and without chargeto the Seller or such supervisory agents or examiners, to any documentation regarding the MortgageLoans that may be required by any applicable regulator.SUBSECTION 4.03 Delivery of Final Documents.The Seller shall deliver and release to the Purchaser Final Documents (including but not limitedto Recorded Deed of Trust or Mortgage, Original Final Title Policy and any other recorded documents)no later 90 days from the Purchase Date. As described in the Seller Guide, a penalty may be imposedafter the 90th day. If delivery of all Mortgage Loan Documents with respect to any Mortgage Loan is notcompleted within 120 days of the related Purchase Date then, at Purchaser’s option, the Seller shallrepurchase such Mortgage Loan in such manner set forth in Section 6.Any review by the Purchaser or its designee of the Final Documents shall in no way alter orreduce the Seller’s obligations hereunder.Loan Purchase and Sale AgreementPage 3 of 14June 4, 2014
Loan Purchase and Sale AgreementSUBSECTION 4.04 RESPA Notice and Helping Families Notice.(a)Prior to each Servicing Transfer Date, the Seller shall furnish to the applicableMortgagors notices required under the Real Estate Settlement Procedure Act (“RESPA”) within the timeframes required by RESPA.(b)All loans must be properly registered on the MERS System. Within two (2) Business Daysfollowing the Purchase Date the Seller must transfer the beneficial interest and servicing rights to Seller.SECTION 5. Representations, Warranties and CovenantsAs of the related Purchase Date, or such other date specified, as to each Mortgage Loan and asto itself, Seller makes the representations, warranties and covenants set forth in the Representations,Warranties and Covenants Section of the Seller Guide.SUBSECTION 5.01 Survival of Representations and Warranties.(a)It is understood and agreed that the representations and warranties set forth in Section5 shall survive the sale of the Mortgage Loans and delivery of the Mortgage File to the Purchaser, or itsdesignee, and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualifiedendorsement on any Mortgage Note or Assignment or the examination, or lack of examination, of anyMortgage Loan Document.SUBSECTION 5.02 Notice of Breach.Upon discovery by the Seller or the Purchaser of a breach of any of the representations andwarranties set forth in Section 5, which materially and adversely affects the value of the Mortgage Loansor the interest of the Purchaser in the Mortgage Loans (or which materially and adversely affects thevalue of a particular Mortgage Loan or the interest of the Purchaser in a particular Mortgage Loan in thecase of a representation and warranty relating to such particular Mortgage Loan), the party discoveringsuch breach shall give prompt written notice to the other.SECTION 6. RepurchaseSUBSECTION 6.01 Repurchase/Indemnification Obligation.Seller shall, at the Purchaser’s option within thirty days (30) of written notice, (i) repurchase aMortgage Loan at the Repurchase Price, or (ii) make an indemnification payment in an amountequal to the reduction in value of such Mortgage Loan upon the occurrence of one or more ofthe following:(a)Seller fails to deliver to Purchaser the Final Documents or other documents as requiredwithin 120 days of the Purchase Date.Loan Purchase and Sale AgreementPage 4 of 14June 4, 2014
Loan Purchase and Sale Agreement(b)Purchaser determines that there is any evidence of fraud in the marketing, any aspect ofthe application process, any aspect of the sale of the loan to Purchaser or that any information in theMortgage File is determined to be not true and correct.(c)The Mortgage Loan does not meet the requirements of the Agreement, whichincorporates by reference the Seller Guide.(d)Seller fails to observe or perform or breaches in any material respect any of therepresentations and warranties set forth in Section 5 with respect to a particular Mortgage Loan.(e)Purchaser is required to repurchase the Mortgage Loan from Fannie Mae, Freddie Mac,or any other third party investor as a result of any act or omission on the part of Seller.SUBSECTION 6.02 Early Payment Default/Early Payoff.(a)Early Payment Default. With respect to any Mortgage Loan that experiences an EarlyPayment Default, Seller shall reimburse SPM any premium pricing (the amount by which the PurchasePrice exceeded par) paid by SPM to Seller for the Mortgage Loan.(b)Early Payoff. With respect to any Mortgage Loan that experiences an Early Payoff, Sellershall reimburse SPM any premium pricing (the amount by which the Purchase Price exceeded par) paidby SPM to Seller for the Mortgage Loan.SUBSECTION 6.03 Dispute Resolution; Arbitration.The parties agree that the resolution of any controversy or claim arising out of orrelating to an obligation or alleged obligation of the Seller to repurchase a Mortgage Loan due toa breach of a representation or warranty contained in Section 5 hereof shall be by Arbitration.To commence Arbitration, the moving party shall deliver written notice to the otherparty that it has elected to pursue Arbitration in accordance with this Section 6.03, providedthat if the Seller has not responded to the Purchaser's notification of a breach of arepresentation and warranty, the Purchaser shall not commence Arbitration with respect to thatbreach before 60 days following such notification in order to provide the Seller with anopportunity to respond to such notification. Within 10 Business Days after a party has providednotice that it has elected to pursue Arbitration, each party may submit the names of one ormore proposed Arbitrators to the other party in writing. If the parties have not agreed on theselection of an Arbitrator within five Business Days after the first such submission, then theparty commencing Arbitration shall, within the next 5 Business Days, notify the AmericanArbitration Association in California and request that it appoint a single Arbitrator withexperience in arbitrating disputes arising in the financial services industry.It is the intention of the parties that Arbitration shall be conducted in as efficient andcost-effective a manner as is reasonably practicable, without the burden of discovery.Loan Purchase and Sale AgreementPage 5 of 14June 4, 2014
Loan Purchase and Sale AgreementAccordingly, the Arbitrator will resolve the dispute on the basis of a review of the writtencorrespondence between the parties (including any supporting materials attached to suchcorrespondence) conveyed by the parties to each other in connection with the dispute prior tothe delivery of notice to commence Arbitration; however, upon a showing of good cause, aparty may request the Arbitrator to direct the production of such additional information,evidence and/or documentation from the parties that the Arbitrator deems appropriate. Ifrequested by the Arbitrator or any party, any hearing with respect to an Arbitration shall beconducted by video conference or teleconference except upon the agreement of both parties orthe request of the Arbitrator.The finding of the Arbitrator shall be final and binding upon the parties. Judgment uponany arbitration award rendered may be entered and enforced in any court of competentjurisdiction. The costs of the Arbitrator shall be shared equally between both parties. ThePrevailing Party, however, shall be entitled to reimbursement for its attorney's fees and costs inconnection with the Arbitration.SECTION 7. Access and Information.The Seller shall provide to the Purchaser access to any documentation regarding theMortgage Loans which may be required by applicable regulations. Such access shall be affordedwithout charge, but only upon reasonable request, during normal business hours and at theoffices of the Seller.In addition, the Seller shall furnish upon request by the Purchaser, during the term ofthis Agreement, such periodic, special or other reports or information, whether or not providedfor herein, as shall be necessary, reasonable and appropriate with respect to the purposes ofthis Agreement and applicable regulations. All such reports or information shall be provided byand in accordance with all reasonable instructions and directions the Purchaser may require.The Seller agrees to execute and deliver all such instruments and take all such action as thePurchaser, from time to time, may reasonably request in order to effectuate the purposes andto carry out the terms of this Agreement.SECTION 8. The Seller.SUBSECTION 8.01 Indemnification; Third Party Claims.The Seller agrees to indemnify and hold harmless the Purchaser against any and allclaims, losses, penalties, fines, forfeitures, legal fees and related costs, judgments, and any othercosts, fees and expenses that the Purchaser may sustain in any way related to or resulting from(i) any claim, demand, defense or assertion based on or grounded upon or resulting from, oralleging a breach of a representation or warranty set forth in Section 5 of this Agreement, andwithout regard to any knowledge qualifier included in any such representation or warranty, or(ii) a breach by the Seller of any of its duties or obligations under this Agreement. ThisLoan Purchase and Sale AgreementPage 6 of 14June 4, 2014
Loan Purchase and Sale Agreementindemnification obligation shall survive the termination of this Agreement or the termination ofany party to this Agreement.SUBSECTION 8.02 Merger or Consolidation of the Seller.The Seller will keep in full effect its existence, rights and franchises as a [nationalbanking association], and will obtain and preserve its qualification to do business in eachjurisdiction in which such qualification is or shall be necessary to protect the validity andenforceability of this Agreement or any of the Mortgage Loans and to perform its duties underthis Agreement.Any Person into which the Seller may be merged or consolidated, or any entity resultingfrom any merger, conversion or consolidation to which the Seller shall be a party, or any Personsucceeding to substantially all of the business of the Seller shall be the successor of the Sellerhereunder, without the execution or filing of any paper or any further act on the part of any ofthe parties hereto, anything herein to the contrary notwithstanding.SECTION 9. Default.SUBSECTION 9.01 Events of Default.In case one or more of the following Events of Default by the Seller shall occur and becontinuing:(a)any failure by the Seller to remit to the Purchaser any payment required to be madeunder the terms of this Agreement which continues unremedied for a period of two (2) Business Days;(b)failure by the Seller to duly observe or perform, in any material respect, any othercovenants, obligations or agreements of the Seller as set forth in this Agreement which failure continuesunremedied for a period of thirty (30) days after the date on which written notice of such failure,requiring the same to be remedied, shall have been given to the Seller by the Purchaser;(c)a decree or order of a court or agency or supervisory authority having jurisdiction forthe appointment of a conservator or receiver or liquidator in any insolvency, bankruptcy, readjustmentof debt, marshaling of assets and liabilities or similar proceedings, or for the winding-up or liquidation ofits affairs, shall have been entered against the Seller and such decree or order shall have remained inforce, undischarged or unstayed for a period of sixty (60) days;(d)the Seller shall consent to the appointment of a conservator or receiver or liquidator inany insolvency, bankruptcy, readjustment of debt, marshaling of assets and liabilities or similarproceedings of or relating to the Seller or relating to all or substantially all of the Seller’s property;Loan Purchase and Sale AgreementPage 7 of 14June 4, 2014
Loan Purchase and Sale Agreement(e)the Seller shall admit in writing its inability to pay its debts as they become due, file apetition to take advantage of any applicable insolvency or reorganization statute, make an assignmentfor the benefit of its creditors, or voluntarily suspend payment of its obligations;(f)the Seller shall cease to be qualified to do business under the laws of any state in whicha Mortgaged Property is located, but only to the extent such qualification is necessary to ensure theenforceability of each Mortgage Loan and to perform the Seller’s obligations under this Agreement;(g)the Seller shall fail to repurchase a Mortgage Loan within 30 days of the final decision ofan Arbitrator that the Seller is obligated to repurchase such Mortgage Loanthen, and in each and every such case, so long as an Event of Default shall not have been remedied, thePurchaser, by notice in writing to the Seller, may, in addition to whatever rights the Purchaser may haveat law or equity to damages, including injunctive relief and specific performance, commencetermination of all the rights and obligations of the Seller under this Agreement and with respect to theMortgage Loans and the proceeds thereof.SUBSECTION 9.02 Waiver of Default.The Purchaser may waive any default by the Seller in the performance of its obligationshereunder and its consequences. Upon any waiver of a past default, such default shall cease to exist,and any Event of Default arising therefrom shall be deemed to have been remedied for every purpose ofthis Agreement. No such waiver shall extend to any subsequent or other default or impair any rightconsequent thereto except to the extent expressly so waived.SECTION 10. Termination.(a)This Agreement may be terminated as to future commitments for sale of Loans by eitherparty at any time, but such termination shall not in any respect change or modify the obligation of Sellerwith respect to Loans already subject to a Commitment Confirmation. The effective time of terminationshall be the earlier of the time written notice is actually received by the other party or five days afterwritten notice is posted in the United States Postal Service by the canceling party. Termination of thisAgreement shall not in any way affect either Seller’s or SPM’s obligations, representations, warranties orindemnifications with respect to Loans already purchased by SPM; provided, however, that SPM mayimmediately terminate its obligations hereunder without notice and immediately return to Seller anyLoans subject to a Commitment Confirmation, and Seller shall accept such loans if SPM reasonablydetermines that there has been an Event of Default or any deception, fraud, concealment or materialmisrepresentation by Seller in performing any of its duties, obligations, responsibilities or actionsundertaken in connection with this Agreement or in connection with any Loan sold to SPM pursuant tothis Agreement.(b)In addition to the termination rights set forth in paragraph (a) above, in the event thatSPM believes in good faith that an Event or Default has occurred or Seller has breached an Obligation(including a Repurchase Obligation under Section 6), SPM may, in its sole and absolute discretion,Loan Purchase and Sale AgreementPage 8 of 14June 4, 2014
Loan Purchase and Sale Agreementsuspend this Agreement as to future Commitments for the sale of Loans by Seller. Such suspension shallbe effective immediately upon Seller’s receiving written notice of same from SPM and shall last untilSPM, in its sole discretion, determines to reactivate or terminate this Agreement.SECTION 11. Notices.All demands, notices and communications hereunder shall be in writing and shall be deemed tohave been duly given if mailed, by registered or certified mail, return receipt requested, or, if by othermeans, when received by the other party at the address as follows:(a)if to the Purchaser:Attention: Corres
Loan Purchase and Sale Agreement . SECTION 3. Purchase Price. The Purchase Price for the Mortgage Loans being acquired on a Purchase Date shall be determined as set forth in the Seller Guide. The Purchase Price shall be paid on the related Purchase Date by wire transfer of immediate ly available funds. SECTION 4. Delivery of Mortgage Loans.
6. Loan geography 8. 7. Contractual cash flows for each loan or pool of loans Risk System Data: 1. Loan classes and grades 2. Modification history by loan class 3. Loan renewal and funding history by loan class 4. Loan prepayments history by loan class 5. Loan cash flows not collected 6. Loan grade LGD and PD rates 7. Loan grade charge-off history
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