Home Loan Purchase Document

HOME LOAN PURCHASE AGREEMENT

Parties

Recitals

WHEREAS, Seller is the current holder of a mortgage loan or deed of trust identified below and holds certain loan documents, endorsements, and servicing records relating thereto; and

WHEREAS, Purchaser desires to purchase from Seller, and Seller desires to sell to Purchaser, the loan described in this Agreement upon the terms and conditions set forth herein.

WHEREAS, the parties intend by this Agreement to set forth the terms, representations, conditions precedent to funding, and post-closing obligations relating to the transfer of the identified loan.

Loan Identification and Details

Loan Identifier:    Borrower Name:

Property Address:

Original Principal Amount: $    Outstanding Principal Balance: $

Interest Rate (note rate):    Maturity Date:

Scope of Work

The obligations and services to be performed by Seller and Purchaser in connection with this purchase are set forth below. Seller shall deliver the loan file, assign the related security instrument if required, and cooperate with Purchaser's reasonable requirements for funding and transfer. Purchaser shall examine the loan file, satisfy any conditions precedent, and remit purchase funds consistent with the Payment Terms.

Purchase and Payment Terms

Purchase Price: $    Purchase Date:

Funding Date:    Payment Method:

Late Payment Fee: If Purchaser fails to remit any payment when due, Purchaser shall be obligated to pay interest on the overdue amount at a rate of or the maximum rate permitted by applicable law, whichever is less. Seller may suspend performance pending cure of any payment default.

Conditions Precedent and Delivery

Seller's obligation to sell and Purchaser's obligation to purchase are subject to the satisfaction of the following conditions precedent on or before Funding Date: (a) delivery of the original or electronically certified loan file and all endorsements necessary to transfer ownership; (b) delivery of customary representations, warranties and assignment documents; and (c) absence of any material adverse change to the loan or collateral prior to funding.

Representations and Warranties

Seller represents and warrants that, as of the Funding Date, Seller is the legal and beneficial owner of the loan, all information in the loan file is true and correct to Seller's knowledge, and there are no undisclosed liens or offsets against the loan proceeds except as disclosed in writing. Purchaser represents that it has the financial capacity to fund the Purchase Price and has reviewed the loan file to its satisfaction. The parties' indemnification obligations for breaches of representations are as set forth below.

Term and Termination

Term Commencement Date: .    Term End Date:

Either party may terminate this Agreement upon days' prior written notice to the other party for convenience. Termination for cause may be immediate if a party materially breaches a representation or fails to cure a payment default within days after written notice.

Confidentiality

Each party shall treat all non-public information and documents exchanged under this Agreement as confidential and shall not disclose such information except to its employees, agents, attorneys, auditors or advisors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein. Confidential information does not include information that is or becomes generally available to the public other than by a breach of this Agreement, or that is required to be disclosed by law or by a validly issued subpoena, court order or regulatory request.

Indemnification

Seller shall indemnify and hold Purchaser harmless from any losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising from Seller's breach of its representations or undisclosed liens. Purchaser shall indemnify and hold Seller harmless from losses arising from Purchaser's failure to timely fund the Purchase Price or other breaches of this Agreement. The parties' indemnity obligations shall survive termination or expiration of this Agreement in accordance with applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

Entire Agreement

This Agreement, together with all exhibits, schedules and documents delivered hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, both written and oral. No amendment or modification of this Agreement shall be effective unless set forth in a writing signed by both parties.

Miscellaneous Provisions

Notices shall be given in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. The parties agree to cooperate in good faith to effectuate assignments, recordations and other actions necessary to transfer the loan in accordance with applicable law.

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