Legal NPL Final Document

LEGAL NPL FINAL DOCUMENT

This Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Seller Name: , with principal address and Buyer Name: , with principal address

Seller and Buyer are each referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Seller owns or has the right to transfer certain non-performing loan receivables and related loan documents and rights (the "Loan Portfolio") described in the Loan Portfolio Description field below; and

WHEREAS, Buyer desires to purchase from Seller, and Seller desires to sell to Buyer, all of Seller's right, title and interest in and to the Loan Portfolio on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. DEFINITIONS

1.1 "Assigned Assets" means the Loan Portfolio, including all related promissory notes, mortgage deeds, security agreements, assignments, payment histories, and any claims, choses in action, rights to collect, and proceeds thereof, as more particularly described in the Loan Portfolio Description.

1.2 "Purchase Price" means the aggregate amount payable by Buyer to Seller for the Assigned Assets as set forth in Section 2.2.

2. SALE AND PURCHASE

2.1 Assignment. Seller hereby sells, transfers, conveys and assigns to Buyer, and Buyer hereby purchases and accepts from Seller, all of Seller's right, title and interest in and to the Assigned Assets, free and clear of all liens, except as expressly set forth in this Agreement.

2.2 Payment. The Purchase Price shall be payable as follows: Buyer shall deliver payment to Seller at Closing in immediately available funds in consideration for the Assigned Assets, subject to adjustments as expressly set forth in this Agreement.

3. CLOSING

3.1 Closing Date and Location. The closing of the transactions contemplated by this Agreement (the "Closing") shall occur on Closing Date: at the location agreed by the Parties or at such other place or by electronic exchange as the Parties may mutually agree.

3.2 Seller Deliveries. At Closing, Seller shall deliver to Buyer: (a) duly executed instruments of assignment and transfer sufficient to assign to Buyer the Assigned Assets; (b) copies of all material loan files in Seller's possession; and (c) customary closing statements and authorizations necessary to effect the transfer.

4. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the Effective Date and as of the Closing Date that:

(a) Authority. Seller has full corporate or other organizational power and authority to enter into this Agreement and to perform its obligations hereunder, and the person executing this Agreement on behalf of Seller is authorized to do so.

(b) Title. Seller has good and marketable title to the Assigned Assets, free and clear of any liens, security interests, or encumbrances except those expressly disclosed in writing to Buyer prior to the Effective Date.

(c) No Litigation. There is no pending or, to Seller's knowledge, threatened action, claim or proceeding that would materially impair Seller's ability to perform its obligations hereunder or that would adversely affect the Assigned Assets.

5. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that Buyer has full power and authority to enter into this Agreement, that Buyer has sufficient financial capacity to satisfy the Purchase Price and any post-Closing obligations, and that Buyer will comply with applicable laws in the exercise of rights acquired hereunder.

6. INDEMNIFICATION

6.1 Seller Indemnity. Seller shall indemnify, defend and hold harmless Buyer and its affiliates from and against any and all losses, liabilities, claims, damages, costs and expenses (including reasonable attorneys' fees) arising out of a breach of Seller's representations, warranties or covenants contained in this Agreement or from any pre-Closing acts or omissions of Seller with respect to the Assigned Assets.

6.2 Buyer Indemnity. Buyer shall indemnify, defend and hold harmless Seller from and against any and all losses, liabilities, claims, damages, costs and expenses arising out of Buyer's post-Closing servicing, collection activities, or breach of Buyer's representations, warranties or covenants contained in this Agreement.

7. SERVICING; COLLECTIONS

7.1 Servicing. Unless otherwise agreed in writing, Buyer shall be responsible for the servicing and collection of the Assigned Assets after the Closing. If Seller is required to provide transitional servicing, the Parties shall set forth the scope, duration and compensation for such transitional servicing in a separate servicing addendum executed prior to Closing.

8. TAXES

Unless otherwise agreed, any transfer taxes, documentary stamps, or similar taxes and fees arising from the transfer of the Assigned Assets shall be borne by the Party required by law to pay such amounts; the Parties shall cooperate to minimize tax liabilities and to complete any filings required in connection with the transfer.

9. CONFIDENTIALITY

The Parties shall maintain the confidentiality of non-public information exchanged in connection with this Agreement and shall not disclose such information except as required by law or as necessary to effectuate the transactions contemplated hereby, provided that the receiving Party shall use commercially reasonable efforts to obtain confidential treatment of any compelled disclosure.

10. NOTICES

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be delivered to the Parties at their respective addresses set forth below (or to such other address as a Party may specify in a notice to the other Party).

11. MISCELLANEOUS

11.1 Amendments. This Agreement may be amended or modified only by a written instrument executed by both Parties.

11.2 Waiver. No failure or delay by either Party in exercising any right under this Agreement shall operate as a waiver of that right, nor shall any single or partial exercise of any such right preclude any other or further exercise of that or any other right.

11.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State specified below without regard to its conflict of laws principles.

11.4 Entire Agreement. This Agreement, together with any exhibits and schedules attached hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, written or oral, of the Parties.

11.5 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and such invalid, illegal or unenforceable provision shall be reformed to the extent possible to reflect the original intent of the Parties.

11.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures delivered by electronic means shall be effective as originals.

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