HOME EQUITY LOAN PURCHASE AGREEMENT

 

                                 EXECUTION COPY

 

                RESIDENTIAL FUNDING MORTGAGE SECURITIES II, INC.

 

                                  as Purchaser,

 

                                       and

 

                         RESIDENTIAL FUNDING CORPORATION

 

                                    as Seller

 

                       HOME EQUITY LOAN PURCHASE AGREEMENT

 

                          Dated as of November 29, 2005

 

                                Home Equity Loans

 

 

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                                 TABLE OF CONTENTS

 

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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.......................................................20

 

        Section 4.1        Covenants of the Seller..........................................20

 

ARTICLE V          SERVICING................................................................20

 

        Section 5.1        Servicing........................................................20

 

ARTICLE VI         INDEMNIFICATION BY THE SELLER WITH RESPECT TO THE HOME EQUITY LOANS......20

 

        Section 6.1        Limitation on Liability of the Seller............................20

 

ARTICLE VII        TERMINATION..............................................................21

 

        Section 7.1        Termination......................................................21

 

ARTICLE VIII       MISCELLANEOUS PROVISIONS.................................................21

 

         Section 8.1        Amendment........................................................21

 

        Section 8.2        GOVERNING LAW....................................................21

 

        Section 8.3        Notices..........................................................21

 

        Section 8.4        Severability of Provisions.......................................22

 

        Section 8.5        Relationship of Parties..........................................22

 

        Section 8.6        Counterparts.....................................................22

 

        Section 8.7        Further Agreements...............................................22

 

        Section 8.8        Intention of the Parties.........................................22

 

        Section 8.9        Successors and Assigns; Assignment of This Agreement.............22

 

        Section 8.10       Survival.........................................................23

 

        Section 8.11       Credit Enhancer as Third-Party Beneficiary.......................23

 

                                    EXHIBITS

 

Exhibit 1......        Group I Loan Schedule

Exhibit 2......        Group II Loan Schedule

Exhibit 3......        Standard & Poor's Predatory Lending Categories

 

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               This HOME   EQUITY LOAN   PURCHASE   AGREEMENT   (this   "Agreement"),

dated as of November 29, 2005, 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 fixed-rate, closed-end home equity mortgage loans (the

"Group I Loans")   indicated on the Group I Loan schedule,   attached as Exhibit 1

hereto (the "Group I Loan   Schedule"),   the adjustable   rate,   revolving   credit

loans (the   "Group II Loans"   and,   together   with the Group I Loans,   the "Home

Equity Loans")   indicated on the Group II Loan   schedule,   attached as Exhibit 2

hereto   (the "Group II 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:

 

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   2005-HS2,   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.

 

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 Group II 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 Group I Loan Schedule, and the Group II Loan Schedule. Such

Group I Loan   Schedule and Group II Loan   Schedule   shall be marked as Exhibit 1

and Exhibit 2, respectively,   to this Agreement and are hereby incorporated into

and made a part of this Agreement.

 

(c) In connection with such conveyance by the Seller, the Seller shall on behalf

of the Purchaser   deliver to, and deposit with the respective   Custodian,   on or

before the Closing Date, the following   documents or instruments with respect to

each Home Equity Loan:

 

(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)   unless   the   Home   Equity   Loan   is   registered   on the   MERS(R)   System,

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; and

 

(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   Mortgage   File set

forth in Section 2.3 of the Custodial Agreement,   the Custodian shall notify the

Master   Servicer of any document or documents   constituting a part of a Mortgage

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

Mortgage 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 Group I Loan Schedule or Group II 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 Mortgage 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(d)   hereof   for

breaches of   representations   and   warranties as to the Home Equity Loans.   With

respect   to any   missing   Mortgage   Notes   or   Loan   Agreements   referred   to in

Subsections   3.1(b)(xxxi) or   3.1(c)(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(d) 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 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   $576,568,995.41   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 Group II 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   Group I Loan   Schedule or

Group II 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 Group II 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   Group II 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   Group II 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 Group II 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 Trust   conveyed to the

Purchaser by the Seller,   and upon   payment for the   Additional   Balances,   will

constitute a valid transfer and assignment to the Purchaser of all right,   title

and interest of the Seller in and to the Additional Balances,   all monies due or

to become due with respect thereto, and all proceeds of such Additional Balances

and all other property   specified in the   definition of "Trust"   relating to the

Additional Balances;

 

(viii) The Seller is not in default   with   respect to any order or decree of any

court or any order,   regulation   or demand or any federal,   state,   municipal or

governmental agency, which default might have consequences that would materially

and   adversely   affect the   condition   (financial or other) or operations of the

Master   Servicer   or its   properties   or   might   have   consequences   that   would

materially adversely affect its performance hereunder; and

 

(ix) The   Seller is a member of MERS in good   standing,   and will   comply in all

material   respects with the rules and procedures of MERS in connection   with the

servicing of the Mortgage Loans that are registered with MERS.

 

(b) As to the Group I Loans (unless otherwise specified, all percentages in this

Section 3.1(b) are by Cut-off Date Principal Balance):

 

(i) As of the Cut-off   Date,   no Group I Loan is 30 days or more   Delinquent   in

payment of principal and interest;

 

(ii) The information set forth in the Group I Loan Schedule with respect to each

Group I Loan or the Group I Loans,   as the case may be, is true and   correct   in

all material   respects at the date or dates respecting which such information is

furnished;

 

(iii)   To the   best of   Residential   Funding's   knowledge,   there is no right of

rescission,   valid offset,   defense,   claim or counterclaim of any obligor under

any Mortgage Note or Mortgage except as may be provided under the Servicemembers

Civil Relief Act, as amended;

 

(iv) To the best of   Residential   Funding's   knowledge,   there is no   delinquent

recording or other tax or fee or assessment   lien against any related   Mortgaged

Property; (v) To Residential Funding's knowledge, there is no proceeding pending

or threatened   for the total or partial   condemnation   of the related   Mortgaged

Property;

 

(vi) To the best of Residential Funding's knowledge,   there are no mechanics' or

similar   liens or claims   which   have been   filed   for work,   labor or   material

affecting   the related   Mortgaged   Property   which are, or may be liens prior or

equal to, or subordinate with, the lien of the related Mortgage;

 

(vii) For each Group I Loan, the related   Mortgage File contains or will contain

each of the documents and instruments specified to be included therein;

 

(viii) The related   Mortgage   Note and the   related   Mortgage at the time it was

made complied in all material respects with applicable local,   state and federal

laws, including, but not limited to, all applicable   anti-predatory lending laws

and the Constitution of the State of Texas;

 

(ix) A policy of title   insurance in the form and amount required by the Program

Guide was   effective as of the closing of each Group I Loan and each such policy

is valid and remains in full force and effect,   unless the Mortgaged Property is

located in the State of Iowa and an attorney's   certificate has been provided in

accordance   with the Program   Guide,   and a title   search or other   assurance of

title customary in the relevant   jurisdiction   was obtained with respect to each

Mortgage Loan as to which no title insurance policy or binder was issued;

 

(x) With respect to each Group I Loan, the ratio, expressed as a percentage,   of

(A) the sum of (i) the Cut-off Date   Principal   Balance of such Group I Loan and

(ii) any   outstanding   principal   balance,   as of the Cut-off Date, of all other

mortgage   loans, if any,   secured by senior or subordinate   liens on the related

Mortgaged   Property,   to (B) the Appraised Value, or, to the extent permitted by

the Program   Guide,   the Stated   Value of such   Mortgaged   Property,   was not in

excess of 100% (except due to rounding);

 

(xi) To the best of the Seller's   knowledge,   the physical   property   subject to

each Mortgage is free of material damage and is in good repair;

 

(xii) The   Seller has not   received   a notice of default of any senior   mortgage

loan related to a Mortgaged   Property   which has not been