NOTE & DEED OF TRUST

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NOTE & DEED OF TRUST

PARTIAL PURCHASE AGREEMENT

(Without Recourse)

, 19

(1) DESCRIPTION. The undersigned Purchaser, and/or assigns, hereby agrees to purchase, and the undersigned Seller hereby agrees to sell and assign, without recourse as to the future financial performance of the Grantor(s), that certain Note and Deed of Trust described as follows:

Date of Note: , 19

Payor:

Payee:

Original Principal Amount: $

Current Balance: $

Interest Rate: %

Amortization Period:

Balloon:

Balloon Date: , 19

Balloon Amount: $

Monthly Payments:

Payment Amount: $

Due Date of Payments:

1st Payment Made: , 19

Last Payment Made: , 19

Next Payment Due: , 19

Number of Payments Made:

Payments Remaining:

Date of Deed of Trust: , 19

Recording Date of Deed

of Trust: , 19

Place of Recording:

Book & Page: BK PG(S)

Type of Real Estate:

Address of Real Estate:

Legal Description of

Real Estate: See Attached Exhibit "A"

The Seller warrants and represents that all of the above information is true and correct. The security interest described above shall also be assigned to the Purchaser herein.

(2) PARTIAL ASSIGNMENT. Purchaser is buying only a portion of the remaining balance due on the Note and Deed of Trust.

(a) Purchaser's Entitlement. For the sum stated in paragraph (3) below, the Purchaser shall be entitled to receive the monthly installments of $ ( DOLLARS each, beginning with the installment due , 19 , and $ ( DOLLARS) of the balloon payment due , 19 in the amount of $ . For the purposes of determining the amount due to the Purchaser in the event of an early payoff or buyout, this sum represents the net sum of $ ( DOLLARS) plus interest on the unpaid balance at the rate of % per annum, compounded monthly, payable . In addition to principle and interest calculated as stated, upon satisfaction of the Purchaser's interest hereunder (including but not limited to prepayment by the Grantor, default by the Grantor, or buyout by the Seller) the Purchaser shall also be entitled to receive reimbursement for any and all expenses which the Purchaser may have incurred as a result of acquiring and holding the subject Note and Deed of Trust, including but not limited to: advances on superior liens and encumbrances, costs, disbursements, title fees, appraisal fees, attorney fees, taxes, insurance premiums, repairs, maintenance expenses, foreclosure costs and real estate commissions, together with interest thereon at the rate of 24% from the date said expenses were incurred, EXCEPT that if Purchaser's interest hereunder is satisfied in full after one year from the date hereof, reimbursement for expenses and interest thereon shall not include acquisition costs (which shall be deemed to be costs incurred prior to the actual date of closing hereof), but rather shall only include any and all costs of holding said Note and Deed of Trust (which shall be deemed to be costs incurred after the actual date of closing hereof). All of the above-mentioned sums to which the Purchaser is entitled, including the original net sum and interest thereon less any payments received by the Purchaser from the Payor, and including expenses and interest thereon to which the Purchaser shall be entitled in accordance with this paragraph, shall hereinafter be referred to as the "Purchaser's Entitlement." The Seller's liability for the Purchaser's Entitlement shall be limited to the Seller's residual interest in the Note and Deed of Trust.

(b) Seller's Retained Interest. Seller shall retain ownership of the entire remaining portion of the Note and Deed of Trust; however, Seller's interest in the Note and Deed of Trust shall at all times be subject and subordinate to the Purchaser's Entitlement under this Agreement. After the Purchaser receives the Purchaser's Entitlement in full, the interest of the Purchaser in the Note and Deed of Trust shall cease, and the Seller shall thereupon become immediately vested with the complete ownership of the residual portions of the Note and Deed of Trust. Upon receipt of the Purchaser's Entitlement in full, whether in accordance with the terms of the Note and Deed of Trust, because of prepayment, or because of default, the Purchaser agrees to execute any reasonably required assignment instruments back to the order of the Seller (as may be required to effect full ownership of the residual portion of the Note and Deed of Trust by the Seller) and to advise the payor(s) to make any and all future payments to Seller.

(c) Servicing of Note and Deed of Trust. The Purchaser agrees to service the Note and Deed of Trust during the said time period only, and to exert reasonable collection efforts to ensure that the Payor makes timely payments due under said Note and Deed of Trust.

(d) Prepayment. If for any reason the Note and Deed of Trust be paid in full prior to the full maturity of the Purchaser's Entitlement, Purchaser shall be entitled to receive and retain out of such funds received, the full amount of the Purchaser's Entitlement with proper credit given against such amount for any previous payments made by the Payor, with the Purchaser tendering to the Seller any proceeds over and above the amount due to the Purchaser.

(e) Partial Prepayment. Should the Payor make a partial prepayment on the Note and Deed of Trust, the partial prepayment shall also be applied as specified in the preceding paragraph.

(f) Attorney-in-Fact. The Seller does hereby designate Purchaser as its agent and attorney-in-fact for collection of monies to the Seller in connection with a full or partial payoff of the Note and Deed of Trust.

(g) Right to encumber or reassign. Purchaser agrees not to encumber, pledge, hypothecate or assign the Note and Deed of Trust during the period it administers same, except to the extent of Purchaser's partial interest hereunder.

(h) Termination of Assignment. The partial assignment of the Note and Deed of Trust shall terminate at such time as the Purchaser has received the Purchaser's Entitlement or at any prior time as the Purchaser, in its discretion, may determine.

Seller may terminate this Agreement at any time by paying to the Purchaser the Purchaser's Entitlement in full in accordance with paragraphs (2a) and (2d) hereof.

Provided that the Seller does not elect to exercise the Seller's right to buyout the Purchaser, the Purchaser may terminate any residual interest that the Seller may have in the Note and Deed of Trust, notwithstanding any term or provision to the contrary in this Agreement, at any time sixty (60) days after a default has occurred on the Security Instrument, by paying to Seller the amount then owed on the Note and Deed of Trust less the Purchaser's Entitlement.

(i) Assignment of Insurance. Seller shall:

1) Provide Purchaser with an assignment of casualty insurance proceeds, causing any insurer of the secured property to add the Purchaser as an additional loss payee.

2) By his signature hereunder, until such time as the Purchaser receives the Purchaser's Entitlement in full, Seller does hereby assign to Buyer all of his rights to proceeds of any casualty loss payment or settlement; said proceeds shall be allocated first to repairs or replacement of the insured property; secondly to satisfy the balance due the Purchaser and the remainder, if any, to the Seller in accordance with the underlying security document.

(j) Right of First Refusal. Seller hereby grants to Purchaser a first right of refusal to purchase all or any portion of the retained or reserved right, title and interest on and to the Note and Deed of Trust, should Seller elect to sell all or any portion of the retained or reserved portion of said Note and Deed of Trust to a bona fide third party Purchaser. To implement his first right of refusal, Seller shall submit to Buyer written notice of the amount of money and terms upon which is received an offer to purchase, and Purchaser shall thereafter have a period of fourteen (14) days from the receipt of said notice in which to accept or decline to purchase the remaining

portion or any percentage of the reserved portion of the Note

and Deed of Trust on the same terms and conditions as submitted. If Purchaser does not accept such offer to purchase, Seller shall be free to sell the same percentage offered to Purchaser on the same terms and conditions; provided, however, the Seller may not sell a different portion of the interest reserved nor sell on terms and conditions different than those offered to Buyer.

(3) PRICE AND FINANCING. The purchase price for the above-described Note and Deed of Trust shall be: $ , payable as follows: . This Agreement is contingent upon Purchaser obtaining financing to purchase the Seller's interest in the aforesaid Note and Deed of Trust, upon financing terms satisfactory to Purchaser.

(4) INTERIM PAYMENT RECEIPTS. Seller shall keep any payments that are received during the pendency of this Agreement; however, any such payments shall be deducted from Seller's proceeds at time of closing.

(5) REQUIRED DOCUMENTATION. Seller agrees to provide to Purchaser, within 10 (ten) days of the date of this Agreement, the following "checked" (X) documents:

(X) Copy of Original Note

(X) Copy of Original Recorded Deed of Trust

(X) Amortization Table

(X) Title Policy (ALTA Loan Policy Commitment)*

(X) Copy of Hazard Insurance Policy

(X) Credit Report on Payor of Note*

(or Credit Report Authorization)

(X) Payment History (Affidavit Form)*

(X) Copy of all Underlying Notes, Deeds of Trust, and/or other

Liens, along with payoff amounts for each

(X) Appraisal of Real Estate*

(X) Copy of Original Closing Statement

(X) Executed Grantor Estoppel Affidavit*

(X) Executed Beneficiary Estoppel Affidavit*

(X) Picture of Real Estate

(X) Corporate/Partnership Resolution, if applicable

( )

------------

* Purchaser to obtain or prepare

------------

Seller agrees to provide original Note, Deed of Trust and Closing Statement at closing.

(6) REVIEW AND INSPECTION CONTINGENCY. This Agreement is contingent, at the exclusive option of Purchaser only, upon the receipt and satisfactory review of the above-checked items and upon a physical inspection of the real estate securing the aforesaid Note and Deed of Trust.

(7) CLOSING. The parties agree that the Closing for the transaction contemplated herein shall occur on or before 15 (fifteen) business days after receipt of all of the above-checked items and completion of the physical inspection of the real estate. The Closing shall be held at a title company of the Purchaser's choosing located in the County of , State of , or at such other place as may be designated by the parties hereto.

(8) COSTS. The Purchaser shall be responsible for all costs of Closing, including but not limited to: credit report fees, appraisal fees, attorney fees (exclusive of attorney fees incurred by Seller on his own behalf), title examination, title insurance and binder/commitment fees, and any other costs incident to the Closing of the transaction contemplated herein; provided, however, in the event that the property does not appraise at a fair market value of

at least $ , and/or in the event that the title

examination discloses any defects or other liens or encumbrances not previously disclosed in writing to the Purchaser, then the Seller shall reimburse Purchaser for all costs incurred pursuant to this Agreement. To ensure Seller's performance hereunder, Seller shall deposit a "Commitment Application Fee" of $ 350.00 with Purchaser, said fee to be refunded in full to Seller upon the successful closing of the transaction specified in this Agreement; otherwise said fee shall be retained by Purchaser and applied toward the costs which Purchaser may have incurred hereunder.

(9) SECURITY INTEREST. To secure Purchaser's interest in and under this Agreement, Seller hereby grants a security interest in the Deed of Trust and Note described in paragraph (1) of this Agreement; Seller further agrees to execute any and all documents now or hereafter required to fully perfect Purchaser's security interest and/or to fully consummate the transaction contemplated herein.

(10) CANCELLATION FEE. Should the Seller wish to cancel this Agreement prior to Closing, the Seller shall pay to the Purchaser by means of a certified check, cashier's check or money order, an amount equal to 5% of the current balance due on the Note as specified in Paragraph (1) herein, plus any costs incurred or advanced by Purchaser, including earnest monies. Upon receipt of said sum by Purchaser, all rights and interest in and under this Agreement shall be extinguished forever, and Seller and Purchaser shall both be released of any and all obligations or liabilities hereunder.

(11) DEFAULT. Should Seller default under this Agreement, Seller shall be liable to Purchaser for all expenses, damages, losses, attorneys fees, and other costs which Purchaser may incur, in addition to the cancellation fee stated in paragraph (10).

(12) SELLER'S REPRESENTATIONS AND WARRANTIES. The Seller hereby covenants, represents and warrants as follows:

(a) That the Deed of Trust is a good and valid instrument and constitutes a valid lien against the real property described therein.

(b) That the Seller is vested with a full and absolute title to said Note and Deed of Trust and has authority to assign and transfer the same which are presently free and clear of all encumbrances, except: .

(d) That the original principal face amount of the Note and Deed of Trust has been advanced to or on behalf of the Grantor; that the Grantor received consideration for the Note and Deed of Trust; and that there are no defaults existing at the present time under any of the covenants contained in the said Note and Deed of Trust except the following: .

(e) That the Note and Deed of Trust were not originated or closed in a manner which violated, or now violates, any Federal, State or Local laws, ordinances, regulations or rulings including, without limitation, Federal and State truth-in-lending laws and any other consumer protection laws, any applicable State usury laws, the requirements of the Real Estate Settlement Procedures Act of 1974, the applicable requirements of the Servicemen's Readjustment Act of 1944, and the National Housing Act.((2))

(f) That there are no undisclosed agreements between the Grantor and the Seller concerning any facts or conditions whether past, present or future which might in any way affect the obligations of the Grantor(s) to make timely payments thereon.

(g) That the Seller has no knowledge of any valid legal defenses which would adversely affect the collectibility or enforceability of the Note and/or Deed of Trust.

(h) That the Note and Deed of Trust documents were executed by person(s) purported to be the Grantor(s) and contain no forged or unauthorized signatures, and that the parties named therein were of full age and capacity to contract.

(i) That the Note and Deed of Trust and any other documents, instruments, or records representing, evidencing, or relating thereto, are true, correct, undisputed, and reflect full, correct, and accurate information as to the balance and the status thereof; and that no credit heretofore has been given the Grantor(s) which was gratuitous or was given for a payment made by an employee or agent of the Seller, or which has arisen from a renewal granted for the purpose of concealing or restructuring a delinquency.

(j) That the Note and Deed of Trust are free of the claim or defense of usury and free from any set-off, claim, counterclaim, or defense of any nature whatsoever; that no settlement, payment or compromise has been made with respect to the Note and Deed of Trust; and that no special promise or consideration has been made to the Grantor.

(k) That all other information contained within this Agreement is true, correct, and accurate, in all respects.

(13) DEFAULT OF NOTE AND DEED OF TRUST. Should the Note and Deed of Trust be in default for a period of sixty (60) days or longer, Purchaser shall notify Seller within 15 days in writing at the last address given to the Purchaser by the Seller. Upon receiving such notice, the Seller shall have the option of curing the default and terminating this Agreement within 30 days by paying the Purchaser the Purchaser's Entitlement in full pursuant to paragraph (2a) hereof. Should the Seller elect not to purchase Purchaser's interest in the Note and Deed of Trust within the said thirty (30) days, Purchaser agrees to then, at its own expense, foreclose upon the Note and Deed of Trust. Failure by either the Seller or the Purchaser to perform as described in this paragraph shall not subject any party hereto to any liability of any nature whatsoever.

(a) Assignment of Seller's Rights. Seller hereby assigns to Purchaser, all of Seller's rights, claims, and causes of action which Seller has or may have against the Maker and/or Payor the Note and Deed of Trust, for the purpose of allowing Purchaser to pursue any and all such claims.

(b) Settlement. Neither Seller nor Purchaser shall settle any claims, or satisfy the balance due on the defaulted Note and

Deed of Trust, unless either the entire unpaid balance due and owing is received or the other party has consented in writing to such settlement or satisfaction; provided, however, the Purchaser shall have the right at all times to accept a Deed in Lieu of Foreclosure.

(c) Foreclosure. In the event the Purchaser receives title to the secured property at a foreclosure sale, or Purchaser accepts a Deed in Lieu of Foreclosure, Purchaser agrees to give the Seller notice of same and afford Seller the option to purchase the Purchaser's interest herein by paying the Purchaser's Entitlement in full within thirty (30) days, including the costs of foreclosure incurred by Purchaser which further includes reasonable attorney's fees. In such event, should the Seller fail to purchase Purchaser's interest within the said thirty (30) days, Purchaser shall then exert reasonable effort to sell the property at a fair price and the proceeds of such sale shall be allocated as follows:

1) First, the Purchaser shall receive the Purchaser's Entitlement in full pursuant to paragraph (2a) hereof;

2) The Seller shall receive all excess proceeds in respect of its interest in the foreclosed mortgage, if any.

Seller acknowledges and understands that in the event of a default, the real property may not sell for a price sufficient to satisfy Seller's payments due under the terms of the Security Instrument even though the Purchaser may recover the total amount due to the Purchaser pursuant to the terms of this Agreement.

(d) Attorney-in-fact. Seller hereby appoints Purchaser his attorney-in-fact and authorizes Purchaser to execute on his behalf, if required, any and all documents necessary to resell the property described herein, including without limitation, Listing Agreements, Earnest Money Agreements, Deeds, Contracts, Closing Statements, Escrow Instructions and Request for Full or Partial Reconveyance.

(14) INDEMNIFICATION. Seller agrees to indemnify and save Purchaser harmless from and against any and all loss, damage, liability and expense (including its reasonable attorney's fees and cost of litigation) sustained or incurred by Purchaser arising out of, or based upon, the inaccuracy or breach of any warranty or representation made by Seller or its agent(s) under this Agreement or of any covenant to be performed by Seller under this Agreement.

(15) SOLE AGREEMENT. This Agreement sets forth the entire agreement of the parties with respect to the subject matter hereof and it supersedes and cancels any and all prior negotiations, arrangements, agreements, and understandings, whether oral or written between the parties respecting the subject matter hereof. This Agreement shall survive the Closing.

(16) TIME AND BINDING EFFECT. Time shall always be of the essence and this Agreement shall inure and be binding upon the respective heirs, representatives, successors and assigns of the parties hereto.

(17) ASSIGNMENT WITHOUT RECOURSE. The Seller agrees to sell and assign the said Note and Deed of Trust without recourse as to the future financial performance of the Grantor(s) and the Seller assumes no responsibility or liability relating thereto, except that the

Seller acknowledges that the Purchaser's Entitlement has priority over the Seller's retained interest in the Note and Deed of Trust. The Seller's liability is specifically limited to the Seller's retained interest in the Note and Deed of Trust. Further, while the Seller does not warrant the future financial performance of the Grantor, as to all other terms, conditions, representations, warranties, and covenants of this Agreement, the Seller agrees to assume personal responsibility and liability therefore.

(18) DISCLAIMER. The parties hereto acknowledge that the Purchaser is NOT an agent of the Seller; nor does the Purchaser have any fiduciary obligation to the Seller. The Purchaser is acting as an independent investor and/or dealer in this transaction, with the expectation of profit; the Seller disclaims any representative relationship and disclaims any interest in the Purchaser's profit.

(19) OTHER TERMS, CONDITIONS, OR CONTINGENCIES:

IN WITNESS WHEREOF, this Agreement was executed by the parties hereto on the date first above mentioned.

SIGNED:

PURCHASER(S):

Witness

SELLER(S):

Witness

Address of Seller(s):

Phone:

Address of Purchaser(s):

Phone:

(State of , County of ) SS:

Before me, a Notary Public in and for said state and county, personally came , the Purchaser in the above instrument, who acknowledged the execution of same to be (his, her) free and voluntary act and deed.

In testimony whereof, I have hereunto subscribed my name and affixed my notarial seal at , , on this day of , 19 .

Notary Public

(Seal)

(Exp. Date)

(State of , County of ) SS:

In testimony whereof, I have hereunto subscribed my name and affixed my notarial seal at , , on this day of , 19 .

(Seal) Notary Public

(Exp. Date)

(State of , County of ) SS:

Before me, a Notary Public in and for said state and county, personally came , the Seller in the above instrument, who acknowledged the execution of same to be (his, her) free and voluntary act and deed.

In testimony whereof, I have hereunto subscribed my name and affixed my notarial seal at , , on this day of , 19 .

(Seal) Notary Public

(Exp. Date)

(State of , County of ) SS:

In testimony whereof, I have hereunto subscribed my name and affixed my notarial seal at , , on this day of , 19 .

(Seal) Notary Public

(Exp. Date)

EXHIBIT A

(Legal Description of Mortgaged Property)

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Sell Mortgage, Real Estate Investment, Seller Financing, Private Mortgage Investment, Discounted Mortgage, Hard Money Mortgage, Sub Prime Mortgage, Credit Report

Sell Mortgage, Real Estate Investment, Seller Financing,
Private Mortgage Investment, Discounted Mortgage,
Hard Money Mortgage, Sub Prime Mortgage, Credit Report