Real Estate Note Purchase Agreement

REAL ESTATE NOTE PURCHASE AGREEMENT

This Real Estate Note Purchase Agreement ("Agreement") is made and entered into as of by and between Seller Name: (the "Seller"), and Buyer Name: (the "Buyer"). Seller and Buyer are sometimes referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Seller is the current owner and holder of certain promissory note(s), security instrument(s) and related loan documents described herein; 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 Purchased Note(s) (as defined below) on the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, the Parties intend by this Agreement to effect the sale and assignment of the Purchased Note(s) and related rights, and to allocate among the Parties the risks relating thereto.

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

1. DEFINITIONS

1.1 "Purchased Note" means the promissory note, mortgage or deed of trust, and all endorsements, assignments, guarantees, instruments, files, loan history and related documents described in the Note Schedule attached hereto and delivered at Closing. Seller shall complete the Note Schedule prior to Closing by providing a detailed description of each note as set forth in Section 4.

1.2 "Purchase Price" means the total consideration payable by Buyer to Seller for the Purchased Note(s) as set forth in Section 3.

2. DESCRIPTION OF PURCHASED NOTE(S)

For each Purchased Note, Seller shall provide the following information on the Note Schedule: original principal amount, outstanding principal balance, original note date, obligor/borrower name, loan number, related property address, and identification of any guarantors.

3. PURCHASE PRICE; PAYMENT

3.1 Purchase Price. Buyer shall pay to Seller the Purchase Price in the amount of which shall be allocated among the individual Purchased Note(s) in the Note Schedule.

3.2 Payment Mechanics. The Purchase Price shall be paid in immediately available funds to an escrow agent selected by the Parties, or directly to Seller at Closing, as agreed in writing. Payment at Closing shall be subject to satisfaction of the conditions set forth in Section 7.

4. CLOSING

4.1 Closing Date and Location. The closing of the transactions contemplated by this Agreement ("Closing") shall occur on at or at such other date, time or place as the Parties may agree in writing.

4.2 Deliveries at Closing. At Closing, Seller shall deliver to Buyer: (a) an assignment, endorsement and all originals or copies of the Purchased Note(s) in form reasonably acceptable to Buyer; (b) copies of the related loan file and security instruments; (c) payoff statements, estoppel certificates and tenant or borrower contact information, if applicable; and (d) such other documents reasonably necessary to assign, transfer and vest in Buyer Seller's rights hereunder. Buyer shall pay the Purchase Price and execute any acknowledgments required by Seller.

5. REPRESENTATIONS AND WARRANTIES OF SELLER

Seller represents and warrants to Buyer as of the date of this Agreement and as of Closing that:

(a) Organization and Power: Seller is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, and has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby.

(b) Title and Ownership: Seller is the sole legal owner of the Purchased Note(s), free and clear of any liens, security interests, encumbrances or claims except those disclosed in writing to Buyer prior to execution of this Agreement and identified in the Note Schedule.

(c) Enforceability: The Purchased Note(s) and related loan documents are valid, binding and enforceable obligations of the borrower, subject only to bankruptcy, insolvency, reorganization and similar laws affecting creditors' rights generally and to bona fide defenses, setoffs or counterclaims asserted in good faith by the borrower and disclosed in writing to Buyer.

(d) No Defaults or Litigation: To Seller's knowledge, there are no existing defaults under the Purchased Note(s) or pending litigation or administrative proceedings that would reasonably be expected to have a material adverse effect on the rights or value of the Purchased Note(s) other than those disclosed in writing to Buyer.

6. REPRESENTATIONS AND WARRANTIES OF BUYER

Buyer represents and warrants to Seller that: (a) Buyer has full power and authority to enter into this Agreement and consummate the transactions contemplated hereby; (b) Buyer is acquiring the Purchased Note(s) for investment and not with a view to the distribution or resale in violation of any securities laws; and (c) Buyer has had the opportunity to review such documents and to conduct such due diligence as Buyer deems necessary and is not relying upon any representation or warranty other than those expressly set forth in this Agreement.

7. COVENANTS

7.1 Cooperation. Each Party shall cooperate with the other and shall execute, acknowledge and deliver such further instruments and take such further actions as may be reasonably necessary to effectuate the transactions contemplated by this Agreement.

7.2 Access to Files. From the date hereof until Closing, Seller shall provide Buyer and its representatives reasonable access to the loan file and related documents for purposes of confirming the status and condition of the Purchased Note(s).

8. INDEMNIFICATION

8.1 Seller Indemnity. Seller shall indemnify, defend and hold harmless Buyer and its affiliates, officers, directors and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of any breach of Seller's representations, warranties or covenants contained in this Agreement, or arising out of any undisclosed lien or encumbrance on the Purchased Note(s).

8.2 Buyer Indemnity. Buyer shall indemnify, defend and hold harmless Seller from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of Buyer's purchase or ownership of the Purchased Note(s) after Closing to the extent resulting from Buyer's acts or omissions or from Buyer's breach of this Agreement.

8.3 Procedure. The indemnified Party shall give prompt written notice to the indemnifying Party of any claim for which indemnity is sought; provided, however, that failure to give prompt notice shall not relieve the indemnifying Party of its obligations except to the extent materially prejudiced by such failure. The indemnifying Party shall have the right to assume the defense of any such claim with counsel reasonably satisfactory to the indemnified Party.

9. CONDITIONS PRECEDENT

9.1 Buyer's Conditions. Buyer's obligation to consummate the Closing is subject to the satisfaction (or waiver by Buyer in its sole discretion) of the following conditions as of Closing: (a) Seller's representations and warranties shall be true and correct in all material respects; (b) Seller shall have delivered the documents described in Section 4.2; and (c) there shall be no material adverse change in the enforceability or collectability of the Purchased Note(s) since the date hereof.

9.2 Seller's Conditions. Seller's obligation to consummate the Closing is subject to the satisfaction (or waiver by Seller) of Buyer's delivery of the Purchase Price in accordance with Section 3 and Buyer's execution of any instruments reasonably required by Seller to evidence the transaction.

10. ASSIGNMENT

Neither Party shall assign its rights or delegate its obligations under this Agreement without the prior written consent of the other Party, which consent shall not be unreasonably withheld; provided, however, that Buyer may assign its rights to an affiliate or to a purchaser of substantially all of Buyer's assets without Seller's consent upon written notice to Seller.

11. TAXES AND WITHHOLDING

All transfer, documentary, recording and similar taxes and fees arising from the sale and assignment of the Purchased Note(s) shall be paid as agreed by the Parties at or prior to Closing. Buyer shall be responsible for withholding and remitting any taxes required by applicable law with respect to the Purchase Price and shall provide Seller evidence of any such withholding to the extent required.

12. NOTICES

All notices, requests, demands and other communications required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), nationally recognized overnight courier, or by electronic mail when followed by courier or certified mail, to the addresses set forth below or to such other address as a Party may designate by notice to the other Party in accordance with this Section.

13. GOVERNING LAW

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

14. ENTIRE AGREEMENT; SEVERABILITY

This Agreement, together with the Note Schedule and any documents delivered at Closing, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the Parties. If any provision of this Agreement is held invalid or unenforceable, such provision shall be reformed only to the extent necessary to make it valid and enforceable, and the remaining provisions shall remain in full force and effect.

15. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. No failure or delay by any Party in exercising any right under this Agreement shall operate as a waiver of such right, nor shall any single or partial exercise of any right preclude any other or further exercise of such right.

16. 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 transmitted by electronic means shall be binding as original signatures.

17. SURVIVAL

All representations, warranties, covenants and indemnities contained in this Agreement shall survive the Closing for a period of two (2) years, except for fraud or intentional misrepresentation which shall survive as permitted by law.

18. ADDITIONAL ACKNOWLEDGMENTS

Seller acknowledges that Buyer is not assuming any obligation of the borrower under the Purchased Note(s) except those obligations expressly assumed in a separate written agreement. Buyer acknowledges that Buyer has not relied upon any oral statements not reduced to writing in entering into this Agreement.

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