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Loan Sale Agreement

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Title:

Loan Sale Agreement

Entities:

Logistical Support, Inc; U.S. Bank, NA

Date:

2006

Size:

34KB total

Price:

$41

ID:

#2672976

► Purchase & Sale ► Sales Agreements ► Loan Sales Agreements
► Financial

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LOAN SALE AGREEMENT

THIS LOAN SALE AGREEMENT (Agreement) is made and entered into as of the ____ day of_____________, 2006, by and between NATIONAL LOAN INVESTORS, L.P. (NLI and Seller), and LOGISTICAL SUPPORT, LLC, a California limited liability company (LOGISTICAL and Buyer).

RECITALS

A. Seller is the owner and holder of a certain Loan, as evidenced by the Loan Documents more hilly described below.

B. Buyer wishes to purchase the Loan from Seller, and Seller wishes to sell the Loan to Buyer, all on the terms and conditions contained herein.

AGREEMENT

NOW, THEREFORE, in consideration of the above recitals, which are hereby made a contractual part hereof, the payments, provisions and mutual promises contained herein, and. for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the parties hereto, the parties hereto hereby agree as follows:

ARTICLE 1

PURCHASE AND SALE OF THE LOAN

Section 1.1 Agreement to Sell and Purchase the Loan. Subject to and. upon the terms and conditions of this Agreement, Seller agrees to sell, and Buyer agrees to purchase, all of Sellers right, title and interest in and to the Loan and the Loan Documents.

Section 1.2 Purchase Price. The purchase price (the Purchase Price) for the Loan shall be as follows:

Buyer shall make an initial deposit of $25,000.00 by cashiers check or money order on or before November 30, 2006;

Buyer shall make a second deposit of $66,666.66 by cashiers check or money order on or before December 15, 2006;

Buyer shall have the option to make a third payment of $108,333.34 by cashiers check or money order on or before December 31, 2006, for a total purchase price of $200,000.00. If Buyer does not make the balloon payment referenced herein, then Buyer shall pay as follows:

Buyer shall make a third deposit of $66,666.67 by cashiers check or money order on or before January 15, 2007; and

Buyer shall make a fourth and final payment of $66,666.67 by cashiers check or money order on or before February 15, 2007, for a total purchase price of $225,000.00.

ARTICLE 2

BUYERS REPRESENTATIONS, WARRANTIES, COVENANTS AND ACKNOWLEDGMENTS

Section 2.1 Buyers Representations and Warranties. Buyer hereby represents, warrants, covenants and acknowledges that, as of the date hereof, and as of the Closing Date:

(a)

Buyer acknowledges that none of Sellers employees, attorneys or agents has been authorized to make, and that Buyer has not relied upon, any statements or representations other than those specifically contained in this Agreement. Buyer acknowledges that the Loan is being sold AS IS, WHERE IS, arid without recourse to Seller or Sellers officers, directors, employees, agents, attorneys, loan services, successors or assigns.

(b)

Buyer has taken all necessary action to authorize the execution, delivery and performance of this Agreement and has the power and authority to execute, deliver and perform this Agreement and all of the transactions contemplated hereby.

(c)

The execution and delivery of this Agreement and the performance of Buyers obligations hereunder will not conflict with any provisions of any law, regulation, order or decree to which Buyer is subject, or conflict with or result in a breach of or constitute a default under any of the terms, conditions, or provisions of any agreement or instrument to which Buyer is a party or by which it is bound.

(d)

There is no action, suit or proceeding pending against Buyer in any court or by or before any other governmental agency or instrumentality which would materially affect the ability of Buyer to carry out the transactions contemplated by this Agreement.

(e)

Buyer acknowledges that one or more environmental engineering, surveying, appraisal, title, lien search or similar reports may be contained in the Loan File evidencing the results of surveys, investigations, examinations, studies or appraisals performed with respect to the Mortgaged Property. Buyer understands and acknowledges that any such reports contained in the Loan File or otherwise provided or made available by Seller or its officers, employees, agents, loan servicers, contractors, or representatives, is provided without any representations or warranties as to any matter expressed in such reports, including, without limitation, the qualifications or expertise of the author or authors thereof or the completeness or accuracy of the facts, assumptions and conclusions contained therein.

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