Mortgage Purchase Agreement

MORTGAGE PURCHASE AGREEMENT

This Mortgage Purchase Agreement (the Agreement) is made as of by and between:

Parties

Defined Mortgage Loan(s)

The Seller agrees to sell, and the Purchaser agrees to purchase, the mortgage loan(s) described below (Loans) pursuant to the terms of this Agreement.

For each Loan identified in the Loan Schedule, Seller shall provide the following information at Closing: Loan Number, Borrower Name, Property Address, APN/Parcel Number, Original Principal Balance, Current Principal Balance, Interest Rate, Maturity Date, Next Payment Due Date, Payment Status (current/delinquent), and any active foreclosure or bankruptcy proceedings.

Purchase Price and Payment

Purchase Price: Purchaser shall pay to Seller, in cleared funds at Closing, a purchase price equal to plus or minus adjustments as set forth in this Agreement.

At Closing, Purchaser shall deliver the balance of the Purchase Price by wire transfer or certified funds. Costs of transfer taxes, third-party title endorsements, reconveyance fees, and other closing transaction fees shall be allocated as set forth herein.

Closing and Closing Deliverables

Closing Date: The Closing shall occur on or before unless extended by mutual written agreement.

At Closing, Seller shall deliver to Purchaser: (a) duly executed Assignment of Mortgage and Assignment of Note and all necessary endorsements, (b) original loan file or certified copies, including payment histories, escrow records and servicing notes, (c) payoff statements and lien releases as necessary, and (d) customary affidavits, bills of sale, and legal opinions reasonably requested by Purchaser.

Representations and Warranties of Seller

Seller represents and warrants to Purchaser as of the Effective Date and as of Closing that, except as disclosed in writing to Purchaser: (a) Seller is duly organized and has authority to transfer the Loans; (b) each Loan constitutes a valid and enforceable obligation of the Borrower, evidenced by the Note and secured by the Mortgage; (c) there are no defaults under the Loan documents other than those disclosed; (d) Seller has not transferred or conveyed any interest in the Loans to any other person; (e) the payment history provided to Purchaser is true and correct; and (f) there are no pending legal actions materially affecting the enforceability of the Loans except as disclosed.

Representations and Covenants of Purchaser

Purchaser represents that it has the financial capacity to consummate the purchase and covenants to accept the Loans in their current state, subject to Purchaser's right to review Loan files during the Due Diligence Period. Purchaser acknowledges that Purchaser has had the opportunity to review all material Loan documents and related files.

Due Diligence; Inspection Period

Purchaser shall have a period of days following execution of this Agreement to inspect Loan files and records (Due Diligence Period). During the Due Diligence Period, Seller shall provide reasonable access to loan files and system documentation.

If Purchaser, in its sole discretion, determines that any Loan is unacceptable, Purchaser may, prior to the expiration of the Due Diligence Period, notify Seller in writing identifying the Loan(s) and the specific objections, and the parties shall either mutually agree on adjustments or the Agreement shall be rescinded with return of any earnest deposit.

Adjustments; Prorations; Costs

Adjustments to the Purchase Price for inaccuracies in stated outstanding principal balance, undisclosed liens, or other material defects evidenced at Closing shall be computed as of the Closing Date. Seller shall bear costs of curing title or lien defects existing prior to Closing. Each party shall pay its own legal fees except as otherwise provided in this Agreement.

Indemnification

Seller shall indemnify, defend and hold Purchaser harmless from and against any and all losses, liabilities, claims, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Seller's representations, undisclosed liens or encumbrances, or misrepresentations of material payment history. Purchaser shall indemnify Seller for Purchaser's breach of its representations or covenants.

Default and Remedies

If either party materially breaches this Agreement and fails to cure within ten (10) days after written notice, the non-breaching party may pursue any remedy available at law or in equity, including specific performance, monetary damages, or termination of this Agreement. The prevailing party in any dispute shall be entitled to recover reasonable attorneys' fees and costs.

Confidentiality

Each party shall hold proprietary Loan files and non-public information delivered pursuant to this Agreement in confidence and shall not disclose such information except to its employees, advisors, attorneys or regulators on a need-to-know basis or as required by law. Confidential information shall remain confidential following termination of this Agreement.

Notices

All notices and communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below (or to such other address as either party may specify by notice):

Disclosures

Prior to Closing, Seller must disclose any active or pending: foreclosure, bankruptcy, loan modification, forbearance, or governmental notice affecting any Loan. Indicate known conditions:

Foreclosure proceedings: Yes    No

Bankruptcy proceedings relating to borrower: Yes    No

Active loan modifications or forbearance agreements: Yes    No

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state where the majority of the Loans' underlying properties are located. This Agreement, including all schedules and exhibits attached hereto, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior negotiations, representations, warranties and agreements, whether written or oral.

Miscellaneous

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Time is of the essence with respect to all dates and deadlines set forth herein.

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