MORTGAGE LOAN PURCHASE AGREEMENT

Exhibit 10.1

[TAYLOR, BEAN AND WHITAKER MORTGAGE CORP.],

SELLER

and

TBALT CORP.,

DEPOSITOR

FORM OF

MORTGAGE LOAN PURCHASE AGREEMENT

Dated as of [     ]

TBW Mortgage Trust [     ]

[(Mortgage Pass-Through Certificates, Series [       ] )] [(Mortgage Backed Notes)]

TABLE OF CONTENTS

MORTGAGE LOAN PURCHASE AGREEMENT

This MORTGAGE LOAN PURCHASE AGREEMENT dated as of [     ] (this “Agreement”), is by and between TBALT Corp., a Delaware corporation (the “Depositor”) and [Taylor, Bean & Whitaker Mortgage Corp. (“TBW Mortgage Corp.”)], a [Florida] corporation (the “Seller”).

RECITALS

(1)   Schedule I attached hereto and made a part hereof lists [describe mortgage pool] (collectively, the “Mortgage Loans”) currently owned by the Seller that the Seller desires to sell to the Depositor.

(2)   [The Depositor desires to purchase the Mortgage Loans from the Seller and intends immediately thereafter to transfer the Mortgage Loans and any other assets [constituting the Trust Estate] [included in the Trust Fund], and assign all its rights and delegate all of its obligations under this Agreement, to [TBW Mortgage Trust [     ] (the “Issuer”) pursuant to the terms of a transfer and servicing agreement (the “Transfer and Servicing Agreement”) dated as of [     ], among the Issuer, the Depositor, [TBW Mortgage Corp.], as Seller and as [a] servicer (in such capacity, [the/a] “Servicer”), [     ], as master servicer (in such capacity, the “Master Servicer”) and as securities administrator (in such capacity, the “Securities Administrator”)[, [     ], as a servicer (in such capacity, a “Servicer” and together with TBW Mortgage Corp., the “Servicers”)] and [     ], as indenture trustee (in such capacity, the “Indenture Trustee”)] [[     ], as trustee (the “Trustee”) on behalf of the trust fund created pursuant to the terms of the pooling and servicing agreement (the “Pooling and Servicing Agreement”), dated as of [     ], among the Depositor, [TBW Mortgage Corp.], as Seller and as [a] servicer (in such capacity, the “Servicer”), [     ], as master servicer[, [     ], as a servicer (in such capacity, a “Servicer” and together with TBW Mortgage Corp., the “Servicers”)] and the Trustee]. [The Issuer will in turn pledge the Trust Estate and all such rights and obligations to the Indenture Trustee for the benefit of the Noteholders.]

(3)   The Issuer will be formed pursuant to [a trust agreement (the “Trust Agreement”) dated as of [     ], among the Depositor, the Securities Administrator and [     ], as owner Trustee (the “Owner Trustee”)] [the Pooling and Servicing Agreement]. The Issuer [(i) pursuant to an indenture (the “Indenture”) dated as of [     ], among the Issuer, the Securities Administrator and the Indenture Trustee, will issue the TBW Mortgage Trust [     ] Mortgage Backed Notes (the “Notes”) and (ii) pursuant to the Trust Agreement will issue a single class of ownership certificate (the “Ownership Certificate,” and together with the Notes, the “Securities”)][pursuant to the Pooling and Servicing Agreement will issue the TBW   Mortgage Trust [     ] Mortgage Pass-Through Certificates, Series [     ]].

(4)   The [Securities][Certificates] to be delivered to the Depositor or its designee(s), registered in such names as the Depositor shall designate, will be designated as [(i)] the TBW   Mortgage Trust [     ] Mortgage [Backed Notes][Pass-Through Certificates, Series [     ]], Class [     ], Class [     ] and Class [     ] [,and (ii) the TBW   Mortgage Trust [     ] Ownership Certificate].

(5)   Capitalized terms used and not defined herein shall have the meanings assigned to them in the [Transfer] [Pooling] and Servicing Agreement.

AGREEMENT

NOW THEREFORE, in consideration of the mutual promises herein made and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereby agree as follows:

(a)   Subject to the terms and conditions of this Agreement, the Seller agrees to sell, and the Depositor agrees to purchase, on the date of issuance of the Securities, which is expected to be on or about [     ] (the “Closing Date”), the Mortgage Loans having an aggregate principal balance as of [     ] (the “Cut-off Date”), of $[     ], including all related [Mortgage Files and any Insurance Proceeds, REO Property, Liquidation Proceeds] and other recoveries relating to the Mortgage Loans, and all income, revenues, issues products, revisions, substitutions, replacements, profits, rents and all cash and non-cash proceeds of the foregoing.

(b)   The Seller and the Depositor have agreed upon which of the mortgage loans owned by the Seller are to be purchased by the Depositor pursuant to this Agreement, and the Seller has prepared, or has provided information to the Depositor enabling the Depositor to prepare, Schedule I attached hereto (“Schedule I”), setting forth information with respect to the Mortgage Loans to be purchased by the Depositor as of the Closing Date. The Seller shall, with the Depositor’s consent, amend or modify, or provide information to the Depositor enabling the Depositor to amend or modify Schedule I on or prior to the Closing Date if necessary to reflect the actual Mortgage Loans transferred by the Seller and accepted by the Depositor on the Closing Date. Schedule I, as so amended or modified, shall conform to the requirements of the Depositor as set forth in this Agreement and to the definition of “Mortgage Loan Schedule” under the [Transfer] [Pooling] and Servicing Agreement, and shall be the definitive Mortgage Loan Schedule attached as an exhibit to the Transfer and Servicing Agreement.

(a)   On the Closing Date, as full consideration for the Seller’s sale of the Mortgage Loans to the Depositor, the Depositor shall deliver to the Seller cash equal to $[     ].

(b)   [The Depositor or any assignee or transferee of the Depositor (which may include the [Issuer, acting on behalf of the Noteholders][Trustee acting on behalf of the Certificateholders) shall be entitled to all Monthly Payments due after the Cut-off Date, and all curtailments or other principal prepayments received with respect to the Mortgage Loans paid by each borrower after the Cut-off Date, except that the Depositor or any assignee or transferee of the Depositor will not be entitled to any curtailments or other prepayments received on or after the Cut-off Date but reflected in the aggregate Cut-off Date Balance.] [All Monthly Payments due on or before the Cut-off Date and collected on or after the Cut-off Date shall belong to the Seller.]

(c)   Pursuant to the [Transfer] [Pooling] and Servicing Agreement, the Depositor will transfer and assign all its right, title and interest in and to the Mortgage Loans and any other assets [constituting the Trust Estate] [included in the Trust Fund] to the [Issuer] [Trustee for the benefit of the Certificateholders] in consideration of the issuance of the [Securities] [Certificates] to the Depositor or its designee(s).

(a)   Mortgage File . For purposes of this Agreement, the “Mortgage File” will be as defined in the [Transfer] [Pooling] and Servicing Agreement.

(b)   Transfer of Ownership . Upon the sale of any Mortgage Loans, the ownership of each Mortgage Loan Document (as defined below) with respect thereto shall be vested in the Depositor, and the ownership of all other records and documents with respect thereto prepared by or which come into the possession of the Seller shall immediately vest in the Depositor. The Seller shall, upon the direction of the Depositor, promptly deliver to [     ] (the “Custodian”) or such other designee as the Depositor may direct, any documents that come into its possession with respect to such Mortgage Loans following such sale. Prior to such delivery, the Seller shall hold any such documents for the benefit of the Depositor, its successors and assigns.

(c)   Delivery of Mortgage Files . To the extent not previously delivered to the Depositor or a designee of the Depositor, the Seller shall, not later than [two] Business Days prior to the Closing Date, at the direction of the Depositor, deliver to the Custodian, each of the mortgage loan documents required to be included in the Mortgage File pursuant to Section [2.01(b)] of the [Transfer] [Pooling] and Servicing Agreement (the “Mortgage Loan Documents”). The Mortgage Note for each such Mortgage Loan shall be endorsed in blank or as otherwise directed by the Depositor, and the Mortgage for each such Mortgage Loan shall name the Depositor, the Custodian or such other party as designated by the Depositor as mortgagee or beneficiary, as appropriate, or be assigned in blank or as otherwise directed by the Depositor.

Prior to the transfer and sale of any Mortgage Loans, the Mortgage Loan Documents delivered to the Custodian shall be held by the Custodian for the benefit of the Seller and the possession by the Custodian of such Mortgage Loan Documents will be at the will of the Seller and will be in a custodial capacity only. Following the transfer and sale of any Mortgage Loans from the Seller to the Depositor in accordance with the terms and upon satisfaction of the conditions of this Agreement, the Custodian will hold all Mortgage Loan Documents delivered to it hereunder for the benefit of the Depositor, as its agent and bailee. The Custodian will act as a custodian for the receipt and custody of all Mortgage Files and, after the transfer of any Mortgage Loans from the Depositor to the [Issuer] [Trustee], the Custodian will hold all Mortgage Loan Documents delivered to it hereunder for the benefit of the [Issuer and on behalf of the Noteholders] [Trustee for the benefit of the Certificateholders].

(d)   Examination of Mortgage Loan Documents: Acceptance of Mortgage Loans . To the extent not previously delivered to the Depositor or a designee of the Depositor, the Seller shall, prior to the Closing Date either (i) deliver to the Depositor or its designee in escrow, for examination, the Mortgage Loan Documents pertaining to each Mortgage Loan then being sold by it or (ii) make such Mortgage Loan Documents available to the Depositor or its designee for examination at the Seller’s offices or at such other place as the Seller shall specify. Any such Mortgage Loan Documents so held by the Seller and so made available to the Depositor or its designee shall be held by the Seller and so made available solely as a matter of convenience to the Depositor or its designee and in lieu of delivering such Mortgage Loan Documents to the Depositor or its designee. The Depositor, the Custodian or a designee of either entity may review the Mortgage Loan Documents to verify that all documents required to be included in each Mortgage File (as such term has been defined in the Transfer and Servicing Agreement) are so included.

Prior to the Closing Date, the Seller shall cause the Custodian to review the documents delivered pursuant to Section 3(c) hereof to ascertain that, as to each Mortgage Loan listed on Schedule I, (i) all documents required to be delivered by the Seller pursuant to Section 3(c) have been received, (ii) such documents appear regular on their face and relate to such Mortgage Loan and (iii) the information on Schedule I accurately reflects the information set forth in the corresponding Mortgage File, to the extent required by Section [2.01] of the [Transfer] [Pooling] and Servicing Agreement. An additional review shall be conducted by the Custodian or its designee prior to the first anniversary of the Closing Date to determine that all Mortgage Loan Documents required to be included in the Mortgage File are included therein. If at any time the Depositor or the [Indenture] Trustee, or the Custodian, discovers or receives notice that any Mortgage Loan Document is missing or defective in any material respect with respect to any Mortgage Loan, the Seller shall correct or cure any such omission or defect or, if such omission or defect materially impairs the value of the Mortgage Loan, repurchase the defective Mortgage Loan or substitute for such defective Mortgage Loan a Qualified Substitute Mortgage Loan in accordance with and if permitted by the terms of Section 6 hereof. At the time of such repurchase or substitution, the Custodian shall release documents in its possession relating to such Mortgage Loan to the Seller. The fact that the Depositor, the [Indenture] Trustee or a designee of either entity has conducted or has failed to conduct any partial or complete examination of the Mortgage Loan Documents prior to the Closing Date shall not affect the rights of the Depositor (or any assignee or successor thereof) to demand repurchase or other relief as provided herein.

(e)   Recordation of Assignments of Mortgage . Subject to the sale of the Mortgage Loans by the Seller to the Depositor, the Depositor hereby authorizes and instructs the Seller, and the Seller hereby agrees, to record all Assignments required to be contained in the Mortgage File to the extent required pursuant to Section [2.01] of the [Transfer] [Pooling] and Servicing Agreement. All recording fees relating to the recordation of the Assignments as described above shall be paid by the Seller. With respect to any Non-MERS Mortgage Loans, if the [Indenture] Trustee does not receive, within the time specified in the [Transfer] [Pooling] and Servicing Agreement, evidence satisfactory to it of such recording with respect to any Mortgage Loan to the extent required pursuant to Section [2.01] of the [Transfer] [Pooling] and Servicing Agreement, the Seller shall, in cooperation with the [Indenture] Trustee, correct or cure any such omission or repurchase the affected Mortgage Loan within [90] days of such demand, which demand shall be made within the time specified in the [Transfer] [Pooling]and Servicing Agreement (including any such extensions provided for therein).

Section 4. Representations and Warranties of the Seller .

The Seller hereby represents and warrants to the Depositor as follows:

(a)   The Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of [Florida] and has full power and authority (i) to conduct its business as presently conducted by it and (ii) to execute and deliver this Agreement and perform its obligations under this Agreement. The Seller is and will remain in compliance with the laws of each state in which any Mortgaged Property is located to the extent necessary to perform its obligations in respect of this Agreement.

(b)   The execution and delivery of this Agreement, the performance by the Seller of its obligations hereunder and the consummation of the transactions contemplated hereby have been duly authorized by all necessary action on the part of the Seller. This Agreement has been duly executed and delivered by the Seller and constitutes a legal, valid and binding obligation of the Seller, enforceable in accordance with its respective terms subject to bankruptcy, insolvency, reorganization or similar laws affecting the enforcement of creditors’ rights generally and to general principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from securities laws liabilities.

(c)   The execution, delivery and performance of this Agreement by the Seller, and the consummation of the transactions contemplated hereby, will not (i) violate or conflict with any law, rule, regulation, order, judgment, award, administrative interpretation, injunction, writ, decree or the like affecting the Seller or by which the Seller is bound or (ii) result in a breach of or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under any indenture or other material agreement to which the Seller is a party or by which the Seller is bound, which in the case of either clause (i) or (ii) will have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement.

(d)   No authorization, consent, approval, license, exemption or other action by or notice to or registration or filing with any governmental authority or administrative or regulatory body is required for either the execution, delivery or performance of this Agreement by the Seller or the consummation of the transactions contemplated hereby, except such as shall have been made or obtained on or prior to the Closing Date.

(e)   There are no pending or, to the best of the Seller’s knowledge, threatened actions, proceedings or investigations against the Seller before any court, governmental arbitrator or instrumentality which if determined adversely to the Seller may reasonably be expected, individually or in the aggregate, to (i) have a material and adverse affect on the Seller’s ability to perform its obligations under this Agreement or (ii) to affect the legality, validity or enforceability of this Agreement. .

(f)   The Seller is solvent and the sale of the Mortgage Loans will not cause the Seller to become insolvent. The sale of the Mortgage Loans is not undertaken with the intent to hinder, delay or defraud any of the Seller’s creditors.

(g)   The transfer of the Mortgage Loans to the Depositor at the Closing Date will be treated by the Seller for financial accounting and reporting purposes as a financing.

(h)   The Seller has not dealt with any broker or agent or other Person who might be entitled to a fee, commission or compensation in connection with the transaction contemplated by this Agreement other than the Depositor and its affiliates.

(i)   The Seller is not in default with respect to any order or decree of any court, regulation or demand of any federal, state, municipal or governmental agency, which default would materially and adversely affect the condition (financial or other) or operations of the Seller or its properties or the consequences of which would have a material adverse effect on the Seller’s ability to perform its obligations under this Agreement.

(j)   The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by the Seller hereunder are not subject to the bulk transfer laws or any similar statutory provisions in effect in any applicable jurisdiction.

(k)   The transactions contemplated by this Agreement are in the ordinary course of business of the Seller.

(l)   Each of the representations and warranties set forth in Exhibit A hereto is true and correct with respect to the Mortgage Loans as of the Closing Date.

Section 5. Covenants of the Seller . 

The Seller hereby covenants with the Depositor as follows:

(a)   On or before the Closing Date, the Seller shall take all steps required of it to effectuate the transfer of the Mortgage Loans to the Issuer, as transferee of the Depositor, free and clear of any lien, charge or encumbrance.

(b)   The Seller shall use its best efforts to make available to counsel for the Depositor in executed form each of the documents listed in Section 7(b) below no later than [two] Business Days before the Closing Date, it being understood that such documents are to be released and delivered only on the closing of the transaction contemplated hereby and the sale of the Securities.

(c)   The Seller shall deliver or cause to be delivered to the Depositor (i) an Opinion of Counsel as to various corporate matters substantially in a form satisfactory to the Depositor and (ii) such other Opinions of Counsel, if any, as are required by any Rating Agency for the issuance of the ratings on the Notes specified in Section 7(d) below.

Section 6. Cure, Repurchase and Substitution Obligations .

(a)   Each of the representations and warranties of the Seller contained herein shall survive the purchase by the Depositor of any of the Mortgage Loans and shall continue in full force and effect, notwithstanding any restrictive or qualified endorsement on the Mortgage Notes and notwithstanding subsequent termination of this Agreement or the [Transfer] [Pooling]and Servicing Agreement. The representations and warranties shall not be impaired by any review and examination of Mortgage Loan Documents or other documents evidencing or relating to the Mortgage Loans or any failure on the part of the Depositor to review or examine such documents and shall inure to the benefit of any assignee, transferee or designee of the Depositor, including the [Issuer for the benefit of the Noteholders] [Trustee for the benefit of the Certificateholdes] and the Custodian. With respect to the representations and warranties contained herein that are made to the best of the Seller’s knowledge or as to which the Seller has no knowledge, if it is discovered by the Seller, the Depositor, the Custodian or the [Indenture] Trustee that the substance of any such representation and warranty is inaccurate and such inaccuracy materially and adversely affects the value of the related Mortgage Loan, then notwithstanding the Seller’s knowledge or lack of knowledge with respect to the inaccuracy of such representation and warranty at the time it was made, the Seller shall take the action described in the following paragraph in respect of such Mortgage Loan.

(b)   [Upon discovery or receipt of notice by the Seller, the Depositor, the [Indenture] Trustee or the Custodian of any missing or materially defective document in any Mortgage File, or a breach of any of the Seller’s representations and warranties set forth in Section 4 hereof with respect to any Mortgage Loan, which in any of the foregoing cases materially and adversely affects the value of any Mortgage Loan or the interest therein of the Depositor, the [Indenture] Trustee or the [Noteholders] [Certificateholders], the party discovering or receiving notice of such missing or materially defective document, breach, or default shall give prompt written notice to the others. Upon its discovery or its receipt of notice of any such missing or materially defective document, breach or default (the “Defect Discovery Date”), the Seller shall either (a) within [90] days of discovery or receipt of such notice, provide the Custodian with such missing documents or cure such defect, breach or default, in all material respects or (b) within [90] days of such discovery or receipt of such notice, either repurchase the affected Mortgage Loan at the purchase price therefor or cause the removal of such Mortgage Loan from the Trust Estate (in which case it shall become a Deleted Mortgage Loan) and substitute therefor one or more Qualified Substitute Mortgage Loans as defined in the [Transfer] [Pooling]and Servicing Agreement; provided, however , that any such substitution shall occur within [two] years of the Closing Date. The Indenture Trustee or its designee shall amend the Mortgage Loan Schedule to reflect the withdrawal of any Mortgage Loan from the terms of this Agreement and the [Transfer] [Pooling] and Servicing Agreement and the addition, if any, of a Qualified Substitute Mortgage Loan. In order to effect a substitution pursuant to this Section, the Seller will deliver (i) to the Custodian each of the Mortgage Loan Documents required to be contained in the Mortgage File with respect to the Substitute Mortgage Loan(s) and (ii) if the aggregate Scheduled Principal Balance on the date of substitution of the Qualified Substitute Mortgage Loan(s) is less than the aggregate Scheduled Principal Balance of the Deleted Mortgage Loan(s) (after application of Monthly Payments due in the month of substitution), to the [Issuer] [Trustee] cash in an amount equal to such substitution adjustment amount. Any repurchase pursuant to this Section shall be accomplished by the delivery into the Custodial Account, or at the direction of the Depositor, on (or determined as of) the last day of the ca