EXECUTION COPY
RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.
as Purchaser,
and
RESIDENTIAL FUNDING CORPORATION
as Seller
HOME EQUITY LOAN PURCHASE AGREEMENT
Dated as of September 28, 2006
Home Equity Loans
<PAGE>
<TABLE>
<CAPTION>
TABLE OF CONTENTS
Page
<S>
<C>
ARTICLE I
DEFINITIONS...............................................................1
Section 1.1
Definitions.......................................................1
ARTICLE II
SALE OF HOME EQUITY LOANS AND RELATED
PROVISIONS..........................2
Section 2.1 Sale
of Home Equity Loans.........................................2
Section 2.2
Payment of Purchase
Price.........................................5
Section 2.3
Reserved..........................................................6
Section 2.4
Variable Funding Notes on or after the Closing
Date...............6
Section 2.5
Draws After an Amortization
Event.................................6
ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR
BREACH.......................7
Section 3.1
Seller Representations and
Warranties.............................7
ARTICLE IV
SELLER'S
COVENANTS.......................................................15
Section 4.1
Covenants of the
Seller..........................................15
ARTICLE V
SERVICING................................................................15
Section 5.1
Servicing........................................................16
ARTICLE VI
INDEMNIFICATION BY THE SELLER WITH RESPECT TO THE HOME EQUITY
LOANS......16
Section 6.1
Limitation on Liability of the
Seller............................16
ARTICLE VII
TERMINATION..............................................................16
Section 7.1
Termination......................................................16
ARTICLE VIII
MISCELLANEOUS
PROVISIONS.................................................16
Section 8.1
Amendment........................................................16
Section 8.2
GOVERNING
LAW....................................................16
Section 8.3
Notices..........................................................16
Section 8.4
Severability of
Provisions.......................................17
Section 8.5
Relationship of
Parties..........................................17
Section 8.6
Counterparts.....................................................17
Section 8.7
Further
Agreements...............................................17
Section 8.8
Intention of the
Parties.........................................17
Section 8.9
Successors and Assigns; Assignment of This
Agreement.............18
Section 8.10
Survival.........................................................18
Section 8.11 Credit
Enhancer as Third-Party Beneficiary.......................18
</TABLE>
EXHIBITS
Exhibit 1...... Home
Equity Loan Schedule
Exhibit 2......
Standard & Poor's Predatory Lending Categories
<PAGE>
This HOME EQUITY LOAN
PURCHASE AGREEMENT (this "Agreement"),
dated as of September 28, 2006, is made between Residential Funding
Corporation
(the "Seller")
and Residential Funding Mortgage Securities II, Inc. (the
"Purchaser").
W I T N E S S E T H :
- - - - - - - - - -
WHEREAS, the Seller
owns Cut-off Date Loan Balances and the
Related Documents for
the adjustable rate,
revolving credit loans (the "Home
Equity Loans") indicated on the Home Equity Loan schedule, attached
as Exhibit 1
hereto (the "Home Equity Loan Schedule"), including rights to (a) any
property
acquired by foreclosure or deed in lieu of foreclosure or
otherwise, and (b) the
proceeds of any insurance policies covering the Home Equity
Loans;
WHEREAS, the
parties hereto desire that the Seller sell the
Cut-off Date Loan Balances of the Home Equity Loans to the
Purchaser pursuant to
the terms of this Agreement together with the Related
Documents on the
Closing
Date, and thereafter
all Additional
Balances created on or after the
Cut-off
Date;
WHEREAS, pursuant to
the terms of the Servicing Agreement, the
Master Servicer
will service the Home
Equity Loans directly
or through one or
more Subservicers;
WHEREAS, pursuant
to the terms of the Trust Agreement, the
Purchaser will sell the Home Equity Loans to the Issuer in exchange
for the cash
proceeds of the Securities;
WHEREAS, pursuant to the terms of the Trust Agreement, the
Issuer
will issue
and transfer to or at the direction of the Purchaser, the
Certificates; and
WHEREAS, pursuant to
the terms of the Indenture, the Issuer will
issue and transfer to or at the direction of the Purchaser,
the Notes,
secured
by the Home Equity Loans.
NOW, THEREFORE,
in consideration of
the mutual covenants herein
contained, the parties hereto agree as follows:
<PAGE>
ARTICLE I
DEFINITIONS
Section 1.1
Definitions. For all
purposes of this Home Equity Loan Purchase
Agreement, except as
otherwise expressly
provided herein or unless the context
otherwise requires,
capitalized
terms not otherwise
defined herein shall have
the meanings assigned
to such terms in the Definitions contained in Appendix A
to the Indenture
dated as of the date
hereof (the
"Indenture"), between
Home
Equity Loan Trust
2006-HSA5,
as Issuer and
JPMorgan Chase Bank, N.A., as
Indenture Trustee,
which is incorporated by reference herein. All other
capitalized terms used herein shall have the meanings specified
herein.
<PAGE>
ARTICLE II
SALE OF HOME EQUITY LOANS AND RELATED PROVISIONS
Section 2.1 Sale of Home
Equity Loans.
(a) The Seller, by the
execution and delivery
of this Agreement,
does hereby
sell, assign, set over, and otherwise convey to the Purchaser,
without recourse,
all of its right,
title and interest in, to and under the following, and
wherever located: (i)
the Home Equity Loans (including without limitation the
Cut-off Date Loan Balances and all Additional Balances created on and after
the
Cut-off Date;
provided,
however,
that
following the occurrence of an
Amortization Event,
any subsequent
loan balance
represented by each
Draw and
interest thereon will
not be deemed
transferred to the Issuer, and the Seller
(in such event) shall retain ownership of each loan balance
represented by
each
such Draw made thereafter and interest thereon), all interest accruing thereon
and all collections in
respect thereof
received on or after
the Cut-off Date;
(ii) property
which secured a Home Equity Loan and
which has been acquired by
foreclosure or deed in lieu of foreclosure; (iii) the interest of the Seller
in
any insurance
policies in respect of the Home Equity Loans; and (iv) all
proceeds of the foregoing; provided, however, that the Purchaser
does not assume
the obligation under each Loan Agreement relating to a Home Equity Loan to
fund
Draws to the Mortgagor
thereunder, and the
Purchaser shall not be obligated or
permitted to fund any
such Draws, it being
agreed that the Seller
will retain
the obligation to fund future Draws. Such conveyance shall be
deemed to be made:
(1) with respect to the Cut-off Date Loan Balances, as of the Closing Date; and
(2) with respect to the amount of each Additional Balance created on or after
the Cut-off
Date, as of the later of the
Closing Date and the date that the
corresponding Draw was
made pursuant to the related Loan Agreement, subject to
the receipt by the Seller of consideration therefor as provided herein under
clause (b) of Section 2.2.
(b) In connection with such conveyance, the Seller further agrees,
at its own
expense, on or prior to the Closing Date with respect to the Loan
Balance of the
Home Equity Loans to
indicate in its books and records that the Home Equity
Loans have been sold to the Purchaser pursuant to this Agreement and to
deliver
to the Purchaser the Home Equity Loan Schedule. Such Home Equity Loan Schedule
shall be marked as Exhibit 1 to this Agreement and is hereby
incorporated
into
and made a part of this Agreement.
(c) On or before the Closing Date, in connection with such conveyance by the
Seller, the Seller
shall on behalf of the
Purchaser (1) with respect to each
Home Equity Loan,
deliver to the Master Servicer (or an Affiliate of the Master
Servicer) each of the
documents or
instruments described
in clause (ii) below
(and the Master
Servicer shall hold (or cause such Affiliate to hold) such
documents or
instruments in trust
as agent for the
Indenture Trustee for
the
benefit of the
Noteholders and the Credit Enhancer), (2) with respect to each
MOM Loan, deliver to, and deposit with, the respective Custodian,
the documents
or instruments
described in clauses (i) and (v) below, (3) with respect to
each
Home Equity Loan that is not a MOM Loan but is registered on the
MERS(R) System,
deliver to, and
deposit with,
the respective Custodian, the documents or
instruments described in clauses (i), (iv) and (v) below and (4)
with respect to
each Home Equity Loan that is not a MOM Loan and is not registered on the
MERS(R) System,
deliver to, and
deposit with, the
respective Custodian,
the
documents or instruments described in clauses (i), (iii), (iv) and
(v) below.
(i) The original Mortgage Note, including the related Loan
Agreement,
endorsed
without recourse to
the Indenture
Trustee and showing an unbroken chain of
endorsement from the
originator
thereof to the Person
endorsing it or, with
respect to any Home Equity Loan as to which the original
Mortgage Note has
been
permanently lost,
misplaced or destroyed and has not been replaced, a Lost Note
Affidavit from the
Program Seller or the Seller stating that the original
Mortgage Note was
lost, misplaced or
destroyed,
together with a copy of the
related Mortgage Note.
(ii) The original
Mortgage, noting the presence of the MIN of
the Home Equity
Loan and language indicating that the Home Equity Loan is a MOM
Loan if the Home
Equity Loan is a MOM
Loan, with
evidence of recording thereon, or, if the
original Mortgage has
not yet been returned from the public recording office, a
copy of such Mortgage with evidence of recording indicated thereon in the event
the recording
office keeps the
original or if the original is lost, or if the
original or a copy of the original Mortgage has not yet been
returned from the
public recording office, a copy of the original Mortgage.
(iii) Assignments
(which may be included in one or more blanket assignments if
permitted by applicable law) of the Mortgage recorded to "JPMorgan Chase
Bank,
N.A. as indenture
trustee" c/o the Seller (or to MERS, if the Home Equity Loan
is registered
on the MERS(R) System and noting the presence of a MIN) at an
address specified by the Seller.
(iv) Originals of any intervening assignments of the Mortgage, with
evidence of
recording thereon, or
a copy of such intervening assignment, with evidence of
recording thereon,
or, if the original of
any such intervening
assignment has
not yet been returned from the public recording office, a copy of such
original
intervening assignment.
(v) A copy of each
assumption,
modification,
consolidation
or substitution
agreement, if any, relating to the Home Equity Loan.
Within the time period for the review of each Custodial File set
forth in Section 2.3 of the Custodial Agreement, the Custodian shall notify the
Master Servicer
and the Credit Enhancer of any document or documents
constituting a part of
a Custodial
File which are missing or defective in
respect of the items
reviewed as described in Section 2.3(b) of the Custodial
Agreement; provided,
that if the defect or
missing item with respect to a Home
Equity Loan related to such Custodial File is listed on
Schedule A of Exhibit 1
of the Custodial Agreement, no notification shall be
necessary. As set forth in
Section 2.3 of the
Custodial Agreement,
the Custodian shall deliver to the
Indenture
Trustee and
the Credit Enhancer a certificate (the "Interim
Certification") to the
effect that all documents required to be delivered
pursuant to this Subsection 2.1(c) have been executed and received
and that such
documents relate to
the Home Equity Loans
identified
on the Home Equity
Loan
Schedule, except for
any exceptions listed
on such Interim
Certification. If
such omission or defect materially and adversely affects the interests in the
related Home Equity Loan of the Noteholders or the Credit
Enhancer, the Master
Servicer shall promptly notify the Seller (provided that a Custodial File
will
not be deemed to
contain a defect for an unrecorded assignment under clause
(iii) above if the Seller has submitted such assignment for
recording or if such
assignment is not required to be recorded pursuant to the terms of
the following
paragraph), the Seller
shall cure such
defect, repurchase the related Home
Equity Loan at the Repurchase Price or substitute an Eligible
Substitute
Loan
for the related Home Equity Loan upon the same terms and conditions
set forth in
Section 3.1(c) hereof for breaches of representations and warranties as to the
Home Equity Loans.
With respect to any missing Loan Agreements referred to in
Subsection 3.1(b)(xxxiv), the Seller shall have 60 days from the
Closing Date to
deliver the documents
referred to in this Subsection 2.1(c). If such documents
have not been delivered within 60 days, the Seller shall
repurchase the related
Home Equity Loan or substitute an Eligible Substitute Loan for the related
Home
Equity Loan upon the
same terms and
conditions
set forth in
Section 3.1(c)
hereof for breaches of
representations
and warranties as to the Home Equity
Loans. If a material defect in any of the documents in the Mortgage
File held by
the Master Servicer (or an Affiliate of the Master Servicer) is
discovered which
may materially and
adversely affect the
value of the related Home Equity Loan,
or the interests of the Noteholders or the Credit
Enhancer in such Home
Equity
Loan, including
the Seller's
failure to deliver
such documents to the
Master
Servicer (or an
Affiliate of the
Master Servicer) on
behalf of the
Indenture
Trustee, the Seller
shall cure such defect, repurchase the related Home
Equity
Loan at the Repurchase Price or substitute an Eligible Substitute Loan therefor
upon the same terms
and conditions
set forth in
Section 3.1(c) hereof for
breaches of representations and warranties as to the Home Equity
Loans.
Within 60 days after the receipt by the Master Servicer of the
recording information
necessary to complete the recording of each of the
assignments referred
to in clause (iii)
above, the Seller at its own expense
shall complete, or cause to be completed, in the name of the Indenture
Trustee,
and shall submit each such assignment for recording in the
appropriate
public
office for real property records each of the assignments
referred to in
clause
(iii) above.
While such
assignment
to be recorded is being recorded, the
Custodian shall retain a photocopy of such assignment. If any
assignment is lost
or returned unrecorded
to the Custodian because of any defect therein, the
Seller is required to prepare a substitute assignment or cure such defect, as
the case may be, and the Seller shall cause such assignment to be recorded in
accordance with this paragraph. Notwithstanding the foregoing, as to any Home
Equity Loan where the
Seller is the assignee
of record of the
Mortgage, the
assignment referred
to in clause (iii) above shall not be required to be
completed and
submitted for
recording (a) if an Opinion of Counsel is provided
in form and substance
satisfactory
to the Credit
Enhancer and to each
Rating
Agency, to the effect
that such recordation
of the assignment
referred to in
clause (iii)
above (completed in the name of the Indenture Trustee) is not
required (i) to effect
the sale and
conveyance of the Home
Equity Loan by the
Seller to the Depositor and by the Depositor to the Issuer,
or the granting
and
perfecting of the
security interest in the Home Equity Loan
to the Indenture
Trustee as provided in the Indenture or (ii) to defeat any
ownership,
security
interest or other
adverse claim to the
Home Equity Loan by any creditor of the
Seller or the Depositor by any purported transferee of such Home Equity
Loan in
a purported transfer
thereof by the Seller or the Depositor subsequent to such
sale and conveyance or (b) if MERS is identified on the Mortgage or on a
properly recorded
assignment of the
Mortgage as the mortgagee of record solely
as nominee for the Seller and its successors and assigns.
In instances
where
an original Mortgage or any original
intervening assignment
of Mortgage was not, in accordance with clause (ii) or
(iv) above, delivered
by the Seller to the Custodian prior to or concurrently
with the execution and
delivery of this
Agreement, the Seller
will deliver or
cause to be delivered the originals of such documents to such
Custodian promptly
upon receipt thereof.
In connection
with the assignment of any Home Equity Loan
registered on the
MERS(R) System,
the Purchaser
further agrees that it will
cause, at the Purchaser's own expense, within 30 Business Days
after the Closing
Date, the MERS(R) System to indicate that such Home Equity Loan has been
assigned by the
Purchaser to the
Indenture Trustee in accordance with this
Agreement for the
benefit of the Noteholders and the Credit Enhancer by
including (or deleting, in the case of Home Equity Loans
which are
repurchased
in accordance with
this Agreement) in
such computer files
(a) the code in the
field which identifies
the specific Indenture
Trustee and (b) the
code in the
field "Pool Field" which identifies the series of the Notes issued
in connection
with such Home Equity Loans. The Purchaser further agrees that it will not,
and
will not permit the Master Servicer to, and the Master
Servicer agrees that
it
will not, alter the codes referenced in this paragraph with
respect to any Home
Equity Loan during the term of this Agreement unless and until such Home
Equity
Loan is repurchased in accordance with the terms of this
Agreement.
The Purchaser hereby
acknowledges
its acceptance of all
right,
title and interest to the property, conveyed to it pursuant to this
Section 2.1.
(d) The parties hereto intend that the transactions set forth
herein constitute
a sale by the Seller
to the Purchaser
of all the
Seller's right, title and
interest in and to the Home Equity Loans and other property as and
to the extent
described above. In
the event the
transactions set forth herein are deemed not
to be a sale, the
Seller hereby grants to the Purchaser a security interest in
all of the Seller's
right, title and
interest in, to and under the Home Equity
Loans and all accounts, chattel papers, general intangibles, payment
intangibles,
contract rights,
certificates
of deposit, deposit accounts,
instruments,
documents, letters of credit, money, advices of credit,
investment
property, goods and
other property
consisting of, arising
under or related to
the Home Equity Loans
and such other
property, to secure
all of the
Seller's
obligations hereunder,
and this Agreement shall constitute a security agreement
under applicable
law. The Seller agrees to take or cause to be taken
such
actions and to execute such documents, including without limitation the filing
of all necessary UCC-1 financing statements filed in the State of Minnesota
or
Delaware (which shall
have been submitted
for filing as of the Closing Date),
any continuation
statements
with respect
thereto and any
amendments thereto
required to reflect a change in the name or corporate structure of
the Seller or
the filing of any additional UCC-1 financing statements due to the
change in the
principal office of
the Seller,
as are necessary to perfect and protect the
Purchaser's interests in each Home Equity Loan and the proceeds
thereof.
Section 2.2 Payment of
Purchase Price.
(a) The "Purchase
Price" for the Home Equity Loans (including the Additional
Balances) shall be (1)
an amount equal to
$294,908,880.00 for
the Home Equity
Loans, in immediately available funds, together with the Certificates, in
respect of the Cut-off
Date Loan Balances
thereof and (2) in the
case of each
Additional Balance
transferred hereunder
created on or after the Cut-off Date,
the principal amount
of the related Draw under the Loan Agreement on the later
of the Closing Date and the date of the creation of such Additional
Balance.
(b) In consideration of the sale of the Home Equity Loans from the
Seller to the
Purchaser on the
Closing Date,
the Purchaser shall pay to the Seller on the
Closing Date by wire transfer of immediately available funds to a bank account
designated by the Seller, the amount specified above in clause (a)(1)
for each
Home Equity Loan;
provided, that such
payment may be on a net funding basis if
agreed by the Seller and the Purchaser. With respect to each Additional
Balance
transferred hereunder
with respect to any Home Equity Loan, the Issuer as
assignee of the
Purchaser shall pay or cause to be paid to
the Seller or its
designee the portion of the Purchase Price specified above in clause (a)(2)
for
such Additional Balance in one of the following ways, as
applicable: (i) for any
Collection Period
prior to the
Collection Period
during which the
Revolving
Period ends,
so long as an
Amortization
Event has not
occurred, (a) a cash
payment pursuant
to Section
3.03(b) of the
Servicing Agreement and Section
2.2(a)(2) hereof in an
amount equal to the related Draw, if then available from
Principal Collections
during the related
Collection Period on
the Home Equity
Loans, and (b) to the extent aggregate Draws exceed
Principal Collections for
such Collection
Period, an increase in
the aggregate
principal amount of
the
Variable Funding Notes
or an issuance of new variable funding notes, as of the
Payment Date
corresponding to the
Collection Period in
which such
Additional
Balances were created, equal to the amount by which Additional
Balances exceeded
Principal Collections
for such Collection
Period, and (ii) for
the Collection
Period during
which the Revolving Period ends, and any Collection Period
thereafter, so long as
an Amortization Event
has not occurred, an
increase in
the aggregate
principal amount of
Variable Funding Notes or an issuance of new
variable funding notes
as of each Payment Date in an aggregate amount equal to
the total of the related Draws for the corresponding Collection
Period.
Section 2.3 Reserved.
Section 2.4 Variable Funding
Notes on or after the Closing Date.
Subject to Section
4.02 of the Indenture,
if at any time,
the
Seller holds
Variable Funding Notes that have reached the Maximum Variable
Funding Balance,
as applicable,
and to the extent that
the same are exchanged
for Capped Funding
Notes in accordance
with Section 4.01(d)
of the Indenture,
the Purchaser agrees
that, upon written request made by the Seller at any time,
the Purchaser shall use its best reasonable efforts to cause such
Capped Funding
Notes held by the Seller to be registered for resale by the Seller
pursuant to
an effective
registration statement
filed by the Purchaser in accordance with,
and meeting all requirements of, the Securities Act. The Purchaser
shall use its
best reasonable efforts to cause such registration statement to
become effective
with respect
to such Capped Funding Notes as soon as practicable within a
mutually agreed
reasonable
time period after the Seller's request. It is
contemplated that such
registration
statement will be the
shelf registration
statement pursuant to
which the Term Notes issued on the Closing Date are to be
offered, or
one substantially similar thereto. In connection with such
registration statement
and offering, the
Seller shall reimburse
the Purchaser
for costs related thereto including registration fees, printing fees, rating
fees, legal fees, accountant's fees, blue sky registration fees and
expenses (if
any), related expenses of the Credit Enhancer and other
out-of-pocket costs,
if
any. In connection with such registration statement and related
prospectus, the
Seller shall provide the Purchaser with an updated Home Equity Loan
Schedule and
all other information
reasonably necessary to assure that the statements in the
prospectus with
respect to the Home Equity Loans and the Seller (including in
its capacity as
servicer of the Home Equity Loans) are complete and correct
in
all material respects as of the date of sale of such Capped Funding
Notes by the
Seller. In addition, the Seller shall provide, or arrange to be
provided, to the
Purchaser such
additional agreements,
opinions and
certifications
as may be
reasonably requested
by the Credit Enhancer. The registration statement shall
not include any
information with
respect to the Credit
Enhancer, except for
information approved by the Credit Enhancer for use therein.
Section 2.5 Draws After an
Amortization Event.
In the event that an Amortization Event occurs, any Draws made
on
the Home Equity Loans thereafter shall not be deemed to be
"Additional Balances"
hereunder, and the
ownership of the related balances shall be retained by the
Seller. Following an
Amortization
Event, on any Payment
Date, with respect to
the related
Collection
Period,
all Interest Collections and Principal
Collections in respect of each individual Home Equity Loan shall be
allocated on
a pro rata basis as between the Issuer and the Seller, based on the relative
proportions of the Loan Balance and the Excluded Amount,
respectively, as of the
end of the calendar
month immediately
prior to such
Collection
Period. Any
losses incurred with
respect to any
individual Home Equity
Loan following an
Amortization Event shall be allocated on a pro rata basis between
the Issuer and
the Seller, based on
the Loan Balance and the Excluded Amount thereof as of the
date of liquidation of such Home Equity Loan. Notwithstanding any other
provision hereof or of
the Servicing
Agreement, the
payments and
collections
allocable to the Excluded Amount need not be deposited in the
Custodial Account
and shall not be
deposited in the Certificate Distribution Account or the
Payment Account,
and shall be
distributed by the Master Servicer to the Seller
not less frequently
than monthly in
accordance with
reasonable
instructions
provided by the Seller.
ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
Section 3.1 Seller Representations and Warranties.
The Seller represents and
warrants to the Purchaser and to the Credit Enhancer, as of the
Closing Date (or
if otherwise specified below, as of the date so specified):
(a) As to the Seller:
(i) The Seller is a corporation duly organized, validly existing and in good
standing under the laws of the State of Delaware and has the
corporate power to
own its assets and to transact the business in which it is
currently engaged.
The Seller is duly qualified to do business as a foreign
corporation
and is in
good standing
in each jurisdiction in which the character of the business
transacted by it or properties owned or leased by it requires such
qualification
and in which the failure to so qualify would have a material
adverse effect on
the business,
properties,
assets or condition (financial or other) of the
Seller;
(ii) The Seller
has the power and
authority to make, execute, deliver and
perform its
obligations
under this Agreement and all of the transactions
contemplated under this Agreement, and has taken all necessary
corporate action
to authorize the execution, delivery and performance of this Agreement. When
executed and
delivered, this
Agreement will
constitute the legal,
valid and
binding obligation
of the Seller
enforceable
in accordance with its terms,
except as enforcement of such terms may be limited by bankruptcy,
insolvency or
similar laws affecting the enforcement of creditors' rights
generally and by the
availability of equitable remedies;
(iii) The Seller is not required to obtain the
consent of any other
Person or
any consent,
license, approval or authorization from, or registration or
declaration with, any
governmental
authority,
bureau or agency in
connection
with the execution,
delivery, performance,
validity or
enforceability of this
Agreement, except for
such consents,
license, approvals or
authorization, or
registration or
declaration, as shall
have been obtained or filed, as the case
may be;
(iv) The execution and delivery of this Agreement and the performance of the
transactions contemplated hereby by the Seller will not violate any
provision of
any existing law or regulation or any order or decree of any court
applicable to
the Seller or any provision of the Certificate of Incorporation or
Bylaws of the
Seller, or constitute a material breach of any mortgage,
indenture, contract
or
other agreement
to which the
Seller is a party or
by which the Seller
may be
bound;
(v) No litigation or administrative proceeding of or before any court,
tribunal
or governmental
body is currently
pending, or to the knowledge of the
Seller
threatened, against
the Seller or any of its properties or with respect to this
Agreement or
the Certificates which in the opinion of the Seller has a
reasonable likelihood
of resulting in a material adverse effect on the
transactions contemplated by this Agreement;
(vi) This Agreement
constitutes a legal,
valid and binding
obligation of the
Seller, enforceable
against the Seller in
accordance with its terms, except as
enforceability
may be limited by applicable bankruptcy, insolvency,
reorganization,
moratorium or other
similar laws now or hereafter in effect
affecting the
enforcement of
creditors'
rights in general and
except as such
enforceability
may be limited by general principles of equity (whether
considered in a proceeding at law or in equity);
(vii) This
Agreement constitutes a valid transfer and assignment to the
Purchaser of all
right, title and
interest of the Seller in and to the Cut-off
Date Loan Balances
with respect to the Home Equity Loans, all monies due or to
become due with
respect thereto,
and all proceeds of such Cut-off Date Loan
Balances with
respect to the Home
Equity Loans and such funds as are from time
to time deposited in the Custodial Account (excluding any investment
earnings
thereon) as
assets of the Trust and all other property specified in the
definition of "Trust"
as being part of the corpus of the Tru
