Exhibit 10.2
PURCHASE AND SALE
AGREEMENT
This PURCHASE AND SALE AGREEMENT
(“Agreement”), dated as of September 29, 2009, is
entered into by and between PFGI Capital Corporation
(“PFGI”) and National City Bank
(“NCB”).
WHEREAS, NCB owns the residential
mortgage-backed securities issued by the Federal National Mortgage
Association set forth on Exhibit A hereto (the “Agency
Securities”); and
WHEREAS, NCB desires to sell to
PFGI, and PFGI desires to purchase from NCB, the Agency Securities
on the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of
the premises and of the mutual agreements herein contained, the
parties hereto do hereby acknowledge and agree as
follows:
1. Transfer . Effective on
the date hereof, NCB hereby sells, transfers, conveys, and delivers
to PFGI all right, title and interest in and to the Agency
Securities, and PFGI hereby accepts and assumes such Agency
Securities.
2. Purchase Price . The
parties agree that the aggregate purchase price for the Agency
Securities shall be equal to the market value of the Agency
Securities on the date hereof. PFGI shall deliver the full purchase
price for the Agency Securities no later than September 30,
2009.
3. Representations and
Warranties .
(a) NCB hereby represents and
warrants that:
(i) It is the owner of the Agency
Securities free and clear of all restrictions, claims, security
interests and encumbrances of any kind.
(ii) It has full corporate power and
authority to execute, deliver and perform its obligations under
this Agreement, and such execution, delivery and performance has
been properly authorized as required by the provisions of its
organizational documents.
(iii) No third party
consent
