Refinance Transfer Agreement

REFINANCE TRANSFER AGREEMENT

This Refinance Transfer Agreement (the "Agreement") is made effective as of by and between Transferor Name: , a(n) , and Transferee Name: , a(n) .

RECITALS

WHEREAS, Transferor is the current holder of all right, title and interest in that certain mortgage/loan identified as Loan Number: , secured by the property located at: (the "Property");

WHEREAS, Transferee desires to acquire, and Transferor desires to transfer, certain rights, obligations and documentation relating to the refinance described herein on the terms and conditions set forth below; and

WHEREAS, the parties intend that the refinance and transfer contemplated by this Agreement be effective on Refinance Effective Date: , subject to satisfaction of the conditions precedent in Section 3.

SCOPE OF TRANSFER

1. Transfer of Rights and Documents. Subject to the terms and conditions of this Agreement, Transferor shall transfer, assign and convey to Transferee, and Transferee shall accept, all of Transferor's right, title and interest in and to the loan files, mortgage note, security instruments, payment history, escrow records and related loan documentation (collectively, the "Transferred Assets") specified in Exhibit A to be delivered contemporaneously with execution of this Agreement.

REPRESENTATIONS, WARRANTIES AND CONDITIONS PRECEDENT

2. Transferor represents and warrants that: (a) Transferor has good and marketable title to the Transferred Assets free and clear of liens other than as disclosed in writing to Transferee; (b) all information provided to Transferee is true and correct in all material respects; and (c) there are no pending actions or claims that would materially impair Transferor's ability to perform hereunder.

3. Conditions Precedent. The obligations of the parties hereunder are subject to the receipt by Transferee of certified payoff statements, title information, and any consents required from third parties, each reasonably satisfactory to Transferee, on or before the Refinance Effective Date.

PAYMENT TERMS

Late Fee: If any scheduled payment by Transferee to Transferor is not made when due, a late fee equal to per month on the unpaid balance will accrue from the due date until paid. Interest on past due amounts shall be computed daily and compounded monthly.

TERM AND TERMINATION

Term: This Agreement commences on Start Date: and, unless earlier terminated in accordance with this Agreement, continues until End Date: .

Either party may terminate this Agreement for material breach by the other party if such breach remains uncured for a period of days after written notice specifying the breach. Termination shall not relieve any party of obligations accrued prior to termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall maintain in strict confidence all non-public information received from the other party (the "Disclosing Party") in connection with this Agreement ("Confidential Information") and shall not disclose or use such Confidential Information except as necessary to perform its obligations hereunder. Confidential Information shall not include information that: (a) is or becomes publicly known through no fault of the Receiving Party; (b) was rightfully in the Receiving Party's possession prior to receipt from the Disclosing Party; or (c) is independently developed by the Receiving Party without reference to Confidential Information.

The obligations of confidentiality shall survive termination of this Agreement for a period of years. Notwithstanding the foregoing, either party may disclose Confidential Information to the extent required by applicable law or court order, provided that the Receiving Party uses reasonable efforts to give the Disclosing Party prompt written notice of such requirement to allow the Disclosing Party to seek appropriate protective measures.

INDEMNIFICATION

Transferor shall indemnify, defend and hold harmless Transferee and its affiliates from and against any and all losses, liabilities, claims, damages and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of Transferor's representations, warranties or covenants set forth in this Agreement or any undisclosed liabilities in the Transferred Assets. Transferee shall indemnify, defend and hold harmless Transferor for claims arising from Transferee's post-transfer servicing or breaches of Transferee's covenants.

NOTICES

All notices, requests, consents and other communications required or permitted hereunder shall be in writing and delivered to the parties at the addresses set forth below by overnight courier, certified mail (return receipt requested), or hand delivery, and shall be effective upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles. The parties agree to submit to the exclusive jurisdiction of the state and federal courts located in that State for any dispute arising out of or relating to this Agreement.

ENTIRE AGREEMENT

This Agreement, together with any exhibits and schedules referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. No amendment or modification of this Agreement shall be effective unless in writing and signed by both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties acknowledge that monetary damages may be insufficient to remedy a breach of the confidentiality or assignment provisions and that either party may obtain injunctive relief in addition to any other remedies available at law or in equity.

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