RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
as Purchaser,
_____________________________,
as Seller and Servicer,
_____________________________,
as Seller,
HOME EQUITY LOAN TRUST [
]-[
],
as Issuer,
and
_____________________________,
as Indenture Trustee
____________________________________________
MORTGAGE LOAN PURCHASE AGREEMENT
____________________________________________
Dated as of ____________
This
Mortgage
Loan
Purchase
Agreement
(the
"Agreement"),
dated as of
____________,
is made
among [ ],
as
seller
("[
]")
and as
servicer
(in
such capacity,
the "Servicer"),
[
] as seller ("[
]" and, together with
[
],
each a "Seller" and
collectively,
the
"Sellers"),
Residential
Asset
Mortgage Products,
Inc., as purchaser (the "Purchaser"),
Home Equity Loan Trust
[
]-[
],
as issuer
(the
"Issuer"),
and [ ], as
indenture
trustee
(the
"Indenture Trustee").
WITNESSETH:
WHEREAS,
[
],
in the
ordinary
course of its
business
acquires
and
originates
home equity loans and acquired or
originated
all of the home equity
loans
listed on the
Mortgage
Loan
Schedule
attached as Exhibit 1 hereto (the
"Initial Mortgage Loans");
WHEREAS,
[
] sold a portion of the Initial
Mortgage Loans (the "[
]
Initial
Mortgage
Loans")
and
intends
to
sell a
portion
of the
Subsequent
Mortgage Loans to be sold by [
]
hereunder,
to [
]
("[
]"),
pursuant
to a Mortgage Loan Purchase
Agreement (the "[
] Purchase
Agreement"),
dated
as of [
]
(each date of sale,
a "Prior
Transfer
Date")
among
[
],
as
purchaser, [
], as seller, [
], as Issuer and [
], as trustee;
WHEREAS,
[
] sold the [
] Initial
Mortgage Loans to [
] pursuant
to a Trust
Agreement,
dated as of [
],
between
[
],
as
depositor
and
[
], as owner trustee;
WHEREAS,
[
] owns the Cut-Off Date
Principal
Balances and the Related
Documents for the portion of Initial
Mortgage
Loans
identified on the Mortgage
Loan
Schedule-A
attached as Exhibit 1-A hereto (the
"[
]
Initial
Mortgage
Loans"),
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 [
] Initial Mortgage Loans;
WHEREAS,
[
] owns the Cut-Off Date
Principal
Balances and the Related
Documents for the [
] Initial
Mortgage Loans
identified on the Mortgage Loan
Schedule-B
attached as Exhibit 1-B hereto,
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 [
]
Initial
Mortgage
Loans;
WHEREAS,
the parties
hereto desire that: (i) [
] sell the Cut-Off Date
Principal
Balances of the [
] Initial
Mortgage Loans to the Purchaser on the
Closing Date
pursuant to the terms of this
Agreement
together with the Related
Documents,
and
thereafter
all
Additional
Balances
relating
to
the
[
]
Initial
Mortgage
Loans
created on or after the
Cut-Off
Date and prior to the
Rapid Amortization
Period,
(ii) [
] sell the Cut-Off Date Principal Balances
of the
[
]
Initial
Mortgage
Loans to the
Purchaser
on the
Closing
Date
pursuant to the terms of this
Agreement
together
with the
Related
Documents,
and thereafter all Additional
Balances
relating to the [
] Initial
Mortgage
Loans
created on or after the Cut-Off
Date and prior to the Rapid
Amortization
Period,
(iii) the Sellers may sell
Subsequent
Mortgage
Loans to the Issuer on
one or more
Subsequent
Transfer
Dates
pursuant
to the
terms of the
related
Subsequent
Transfer
Agreement,
and (iv) the
related
Seller and
[
]
make
certain
representations
and
warranties
on
the
Closing
Date
and
on
each
Subsequent Transfer Date;
WHEREAS,
pursuant
to the Trust
Agreement,
the
Purchaser
will sell the
Initial
Mortgage
Loans and transfer
all of its rights under this
Agreement to
the Issuer on the Closing Date;
WHEREAS,
pursuant to the terms of the
Servicing
Agreement,
the Servicer
will service the Mortgage Loans;
WHEREAS,
pursuant
to the terms of the Trust
Agreement,
the Issuer
will
issue the Certificates;
WHEREAS,
pursuant
to the terms of the
Indenture,
the Issuer
will issue
the Notes, secured by the Trust Estate;
NOW,
THEREFORE,
in
consideration
of
the
mutual
covenants
herein
contained, the parties hereto agree as follows:
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS...................................................2
Section 1.1
Definitions.............................................2
Section 1.2
Other Definitional Provisions...........................2
ARTICLE II
SALE OF MORTGAGE LOANS AND RELATED PROVISIONS.................3
Section 2.1
Sale of Initial Mortgage Loans..........................3
Section 2.2
Sale of Subsequent Mortgage Loans.......................6
Section 2.3
Payment of Purchase Price...............................9
Section 2.4
[Reserved].............................................10
Section 2.5
Draws During Rapid Amortization Period.................10
ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH..........11
Section 3.1
Representations and Warranties.........................11
ARTICLE IV
SELLERS' COVENANTS...........................................21
Section 4.1
Covenants of the Sellers...............................21
ARTICLE V
SERVICING....................................................21
Section 5.1
Servicing..............................................21
ARTICLE VI
LIMITATION ON LIABILITY OF THE SELLERS.......................22
Section 6.1
Limitation on Liability of the Sellers.................22
ARTICLE VII
TERMINATION..................................................22
Section 7.1
Termination............................................22
ARTICLE VIII
MISCELLANEOUS PROVISIONS.....................................22
Section 8.1
Amendment..............................................22
Section 8.2
Governing Law..........................................22
Section 8.3
Notices................................................22
Section 8.4
Severability of Provisions.............................23
Section 8.5
Relationship of Parties................................24
Section 8.6
Counterparts...........................................24
Section 8.7
Further Agreements.....................................24
Section 8.8
Intention of the Parties...............................24
Section 8.9
Successors and Assigns; Assignment of this Agreement...24
Section 8.10
Survival...............................................25
Section 8.11
Third Party Beneficiary................................25
ARTICLE I
DEFINITIONS
Section 1.1 Definitions.
For
all
purposes
of
this
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
"Indenture"),
between the Issuer and the
Indenture
Trustee,
which is
incorporated
by reference
herein.
All other
capitalized
terms used
herein shall have the meanings specified herein.
Section 1.2 Other
Definitional
Provisions.
All terms defined in this Agreement
shall have the defined
meanings when used in any
certificate
or other document
made or delivered pursuant hereto unless otherwise defined therein.
As used in this
Agreement and in any
certificate
or other
document made
or delivered
pursuant
hereto or thereto,
accounting
terms not defined in this
Agreement or in any such
certificate or other
document,
and
accounting
terms
partly
defined in this Agreement or in any such
certificate or other
document,
to the
extent not
defined,
shall have the
respective
meanings
given to them
under
generally
accepted
accounting
principles.
To
the
extent
that
the
definitions of accounting
terms in this Agreement or in any such
certificate or
other document are
inconsistent
with the meanings of such terms under generally
accepted accounting
principles,
the definitions
contained in this Agreement or
in any such certificate or other document shall control.
The words
"hereof,"
"herein,"
"hereunder"
and words of
similar
import
when used in this
Agreement
shall refer to this Agreement as a whole and not to
any
particular
provision
of this
Agreement;
Section and
Exhibit
references
contained
in this
Agreement
are
references
to Sections and Exhibits in or to
this
Agreement
unless
otherwise
specified;
the term
"including"
shall mean
"including
without
limitation";
"or"
shall
include
"and/or";
and the
term
"proceeds" shall have the meaning ascribed thereto in the UCC.
The
definitions
contained
in
this
Agreement
are
applicable
to
the
singular as well as the plural
forms of such terms and to the
masculine as well
as the feminine and neuter genders of such terms.
Any
agreement,
instrument or statute
defined or referred to herein or in
any
instrument
or
certificate
delivered
in
connection
herewith
means such
agreement,
instrument
or
statute
as from time to time
amended,
modified
or
supplemented
and includes (in the case of agreements or instruments)
references
to all attachments thereto and instruments
incorporated
therein;
references to
a Person are also to its permitted successors and assigns.
ARTICLE II
SALE OF MORTGAGE LOANS AND RELATED PROVISIONS
Section 2.1 Sale of Initial Mortgage Loans.
(a)
[
],
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,
wherever
located:
(i) the [
] Initial
Mortgage Loans (including the Cut-Off
Date
Principal
Balances
now existing and all
Additional
Balances
thereafter
arising
thereunder
to
and
including
the
date
immediately
preceding
the
commencement
of
the
Rapid
Amortization
Period
relating
thereto;
provided,
however,
that any Principal Balance
represented by a Draw made during the Rapid
Amortization
Period
and
interest
thereon
and money
due or to become
due in
respect
thereof will not be or deemed to be transferred
to the
Purchaser,
and
[
]
in
such
event
shall
retain
ownership
of
each
Principal
Balance
represented
by each such Draw and
interest
thereon
and money due or to become
due in respect
thereof),
all interest
accruing
thereon,
all monies due or to
become due thereon,
and all collections in respect thereof
received on or after
the Cut-Off
Date (other than
interest due thereon
prior to the Cut-Off
Date);
(ii) the
interest of [
] in any
insurance
policies in respect of the [
]
Initial
Mortgage
Loans;
and (iii) all
proceeds
of the
foregoing;
provided,
however,
that the
Purchaser
does not
assume
the
obligation
under each Loan
Agreement
relating
to
a
Mortgage
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
[
]
will
retain the
obligation
to fund
future Draws.
Such
conveyance
shall be deemed to be made:
(1) with respect to
the Cut-Off
Date
Principal
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 and prior to the commencement of the Rapid
Amortization
Period, 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 [
]
of consideration therefor as provided herein under clause (a) of
Section 2.3.
(b)
Reserved.
(c)
[
],
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 [
]
Initial
Mortgage
Loans
(including
the
Cut-Off
Date
Principal
Balances
now
existing
and its rights to acquire
all
Additional
Balances and Excluded
Amounts
thereafter
arising
thereunder,
all
interest
accruing
thereon,
all monies due or to become
due
thereon,
and all
collections
in respect
thereof
received
on or after the
Cut-Off
Date (other
than
interest
thereon in respect of any
period
prior to the
Cut-Off
Date));
(ii) the
[
]'s
interest in any
insurance
policies in respect of the [
]
Initial
Mortgage
Loans;
and (iii) all
proceeds
of the
foregoing;
provided,
however,
that the
Purchaser
does not
assume
the
obligation
under each Loan
Agreement
relating
to
a
Mortgage
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
[
]
will
retain the
obligation
to fund
future
Draws
pursuant
to
the
applicable
[
]
Purchase
Agreement.
Such
conveyance
shall be deemed to be made:
(1) with
respect
to the
Cut-Off
Date
Principal
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 and prior to
the
commencement
of the
Rapid
Amortization
Period,
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 [
]
of
consideration
therefor as provided herein under clause (a) of Section 2.3.
(d)
In
connection
with
the
conveyance
by
[
]
of
the
[
]
Initial
Mortgage Loans and any Subsequent
Mortgage Loans,
[
] further agrees, at its
own
expense,
on or prior to the
Closing
Date with
respect
to the
Principal
Balances
of the [
]
Initial
Mortgage
Loans and on or prior to the
related
Subsequent
Cut-Off Date in the case of such
Subsequent
Mortgage
Loans sold by
it, to indicate in its books and records that the [
]
Initial
Mortgage Loans
have been sold to the Purchaser
pursuant to this Agreement,
and, in the case of
the Subsequent
Mortgage Loans, to the Issuer pursuant to the related
Subsequent
Transfer
Agreement,
and to deliver to the Purchaser
true and complete lists of
all of the
Mortgage
Loans
sold by [
]
specifying
for each
Mortgage
Loan
(i) its account number and (ii) its Cut-Off Date Principal
Balance or Subsequent
Cut-Off Date
Principal
Balance.
The Mortgage
Loan
Schedule
indicating
such
information
with
respect to the
Mortgage
Loans sold by [
] shall be marked
as
Exhibit
1-A to this
Agreement
and is hereby
incorporated
into and made a
part of this Agreement.
(e)
In
connection
with
the
conveyance
by
[
]
of
the
[
]
Initial
Mortgage Loans and any Subsequent
Mortgage
Loans,
such Seller further
agrees,
at its
own
expense,
on or
prior
to the
Closing
Date
with
respect
to the
Principal
Balances of such [
] Initial
Mortgage Loans and on or prior to the
related
Subsequent
Cut-Off Date in the case of such
Subsequent
Mortgage Loans
sold by it, to
indicate
in its books and
records
that the
respective
[
]
Initial
Mortgage
Loans
have
been
sold
to the
Purchaser
pursuant
to
this
Agreement,
and,
in the case of the
Subsequent
Mortgage
Loans,
to the Issuer
pursuant to the related
Subsequent
Transfer
Agreement.
[
], as Servicer of
the Mortgage
Loans sold by [
],
agrees to deliver to the Purchaser
true and
complete
lists of all of the Mortgage
Loans sold by each Seller
specifying for
each
Mortgage
Loan (i) its account
number and (ii) its Cut-Off Date
Principal
Balance
or
Subsequent
Cut-Off
Date
Principal
Balance.
The
Mortgage
Loan
Schedule
indicating such
information with respect to the Mortgage Loans sold by
[
]
shall
be
marked
as
Exhibit
1-B
to
this
Agreement
and
is
hereby
incorporated into and made a part of this Agreement.
(f)
In
connection
with
the
conveyance
by
[
]
of
the
[
]
Initial
Mortgage
Loans and any
Subsequent
Mortgage Loans sold by it and the conveyance
by [
] of the
[
]
Initial
Mortgage
Loans
and any
Subsequent
Mortgage
Loans sold by such
Seller,
[
]
shall,
(A) with
respect
to each
Mortgage
Loan, on behalf of the Purchaser
deliver to, and deposit with the Custodian,
at
least five (5)
Business
Days before the Closing
Date in the case of an Initial
Mortgage
Loan,
and, on behalf of the Issuer,
three (3) Business
Days prior to
the related Subsequent
Transfer Date in the case of a Subsequent
Mortgage Loan,
the
original
Loan
Agreement
endorsed
or assigned
without
recourse in blank
(which
endorsement
shall
contain
either an original
signature or a facsimile
signature
of an
authorized
officer of [
]) or, with respect to any Mortgage
Loan as to
which
the
original
Loan
Agreement
has been
permanently
lost or
destroyed
and
has
not
been
replaced,
a
Lost
Note
Affidavit,
and
any
modification
agreement
or amendment
to such Loan
Agreement
and (B) except as
provided
in
clause
(A)
with
respect
to the
Loan
Agreements,
deliver
the
Mortgage Files to the Servicer.
Within the time period for the review of each Loan
Agreement
set forth in
Section
2.2 of
the
Custodial
Agreement,
if a
material
defect
in any
Loan
Agreement is discovered
which may materially
and adversely
affect the value of
the
related
Mortgage
Loan,
or the
interests
of the
Indenture
Trustee
(as
pledgee of the Mortgage Loans), the Noteholders,
the
Certificateholders
or the
Enhancer in such Mortgage Loan,
including
[
]'s
failure to deliver the Loan
Agreement
to the
Custodian
on behalf of the
Indenture
Trustee,
[
] shall
cure such defect,
repurchase the related
Mortgage Loan at the Repurchase
Price
or
substitute
an
Eligible
Substitute
Loan
therefor
upon the same terms and
conditions
set forth in Section 3.1 hereof for breaches of
representations
and
warranties
as to
the
Mortgage
Loans.
If a
material
defect
in
any
of the
documents
in the
Mortgage
File held by the
Servicer is
discovered
which may
materially
and adversely
affect the value of the related
Mortgage Loan, or the
interests
of the
Indenture
Trustee (as
pledgee of the
Mortgage
Loans),
the
Noteholders,
the
Certificateholders
or the
Enhancer
in such
Mortgage
Loan,
including
[
]'s
failure to deliver such
documents to the Servicer on behalf
of the Indenture Trustee,
[
] shall cure such defect,
repurchase the related
Mortgage Loan at the Repurchase
Price or substitute an Eligible
Substitute Loan
therefor upon the same terms and
conditions
set forth in Section 3.1 hereof for
breaches of representations and warranties as to the Mortgage
Loans.
Upon
sale of the
Initial
Mortgage
Loans,
the
ownership
of each
Loan
Agreement,
each related
Mortgage and the contents of the related
Mortgage File
shall be vested in the
Purchaser
and the ownership of all records and documents
with
respect to the
Initial
Mortgage
Loans that are
prepared by or that come
into the
possession
of any Seller,
as a seller of the Initial
Mortgage
Loans
hereunder
or
by
[
]
in
its
capacity
as
Servicer
under
the
Servicing
Agreement
shall
immediately
vest
in the
Purchaser,
and
shall
be
promptly
delivered to the Servicer in the case of the
documents in
possession
of [
]
and retained and
maintained
in trust by [
] as the Servicer
(except for the
Loan
Agreements,
which shall be retained by the
Custodian)
at the will of the
Purchaser,
in
such
custodial
capacity
only.
Each
Seller's
records
will
accurately
reflect
the sale of each
Initial
Mortgage
Loan
sold by it to the
Purchaser.
The Purchaser hereby
acknowledges
its acceptance of all right,
title and
interest to the property conveyed to it pursuant to this Section
2.1.
(g)
The
parties
hereto
intend
that
the
transactions
set
forth
herein
constitute
a sale by the
Sellers
to the
Purchaser
of
each
of the
Sellers'
right,
title and interest in and to their respective
Initial Mortgage 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,
each Seller
hereby
grants to the
Purchaser
a
security
interest
in all of such
Seller's
right,
title
and
interest
in,
to and under all
accounts,
chattel
papers,
general
intangibles,
contract
rights,
payment
intangibles,
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
Initial
Mortgage
Loans and such
other
property,
to
secure all of such Seller's obligations
hereunder,
and this Agreement shall and
hereby does
constitute a security
agreement
under
applicable law. Each Seller
agrees to take or cause to be taken such actions and to execute
such
documents,
including
the filing of any
continuation
statements
with respect to the UCC-1
financing
statements
filed with
respect to the Initial
Mortgage
Loans by the
Purchaser on the Closing Date, and any amendments
thereto
required to reflect a
change in the name or
corporate
structure
of such
Seller or the filing of any
additional
UCC-1 financing
statements due to the change in the principal office
or
jurisdiction
of
incorporation
of such Seller,
as are necessary to perfect
and
protect
the
Purchaser's
and its
assignees'
interests
in
each
Initial
Mortgage
Loan
and the
proceeds
thereof.
The
Servicer
shall
file
any such
continuation statements on a timely basis.
(h)
In connection
with the
assignment of any Mortgage Loan
registered on the
MERS®
System,
[
]
further
agrees
that
it will
cause,
at
[
]'s
own
expense,
as soon as
practicable
after the Closing
Date,
the MERS®
System to
indicate
that such
Mortgage
Loan has been
assigned by [
] to the Indenture
Trustee
in
accordance
with
this
Agreement
or the
Trust
Agreement
for the
benefit of the
Noteholders
by including (or
deleting,
in the case of Mortgage
Loans which are
repurchased in accordance
with this Agreement) in such computer
files
(a) the
specific
code
which
identifies
the
Indenture
Trustee as the
assignee of such
Mortgage
Loan and (b) the
series
specific
code in the field
"Pool Field" which
identifies the series of the Notes issued in connection
with
such Mortgage
Loans.
[
] agrees that it will not alter the codes
referenced
in this
paragraph
with
respect to any
Mortgage
Loan
during the term of this
Agreement
unless and until such Mortgage Loan is repurchased in accordance
with
the terms of this Agreement.
Section 2.2 Sale of Subsequent Mortgage Loans.
(a)
Subject to the
conditions
set forth in paragraphs
(b) and (c) below (the
satisfaction
of
which
(other
than
the
conditions
specified
in
paragraphs
(b)(i),
(b)(ii) and (b)(iii)) shall be evidenced by an Officer's
Certificate of
[
]
dated
the
date
of
the
related
Subsequent
Transfer
Date),
in
consideration
of the
Issuer's
payment of the
purchase
price
provided for in
Section 2.3 on one or more
Subsequent
Transfer
Dates using
amounts on deposit
in the Custodial
Account,
the Pre-Funding
Account,
the Funding Account or the
Reserve
Sub-Account
(in each
case to the
extent
permitted
by the
Servicing
Agreement),
each
Seller may, on the related
Subsequent
Transfer
Date,
sell,
transfer,
assign,
set
over and
convey
without
recourse
to the
Issuer
but
subject to the other terms and
provisions
of this
Agreement
all of the right,
title
and
interest
of such
Seller
in and to (i)
Subsequent
Mortgage
Loans
identified
on the
related
Mortgage
Loan
Schedule
attached
to
the
related
Subsequent
Transfer
Agreement
delivered by [
] on such Subsequent
Transfer
Date (including the Subsequent
Cut-Off Date Principal
Balance then existing and
all Additional
Balances and Excluded Amounts
thereafter
arising
thereunder to
and
including
the date
immediately
preceding
the
commencement
of the Rapid
Amortization
Period);
provided that
Excluded
Amounts shall not be conveyed to
the Issuer and shall be retained
by [
],
(ii) all money due or to become due
on such
Subsequent
Mortgage Loan and all
collections
received on or after the
related
Subsequent
Cut-Off
Date and
(iii)
all
items
with
respect
to such
Subsequent
Mortgage Loans to be delivered
pursuant to Section 2.1 above and the
other items in the related
Mortgage Files;
provided,
however,
that the Seller
of a
Subsequent
Mortgage
Loan
reserves
and
retains
all
right,
title
and
interest in and to principal
received and interest
accruing on such
Subsequent
Mortgage
Loan prior to the related
Subsequent
Cut-Off
Date.
Any
transfer to
the Issuer by a Seller of
Subsequent
Mortgage
Loans shall be absolute,
and is
intended
by the
Issuer
and such
Seller to
constitute
and to be treated as a
sale of such
Subsequent
Mortgage
Loans by such
Seller to the
Issuer.
In the
event that any such
transaction
is deemed not to be a sale,
[
] and [
],
as the case may be,
hereby
grant to the Issuer as of each
Subsequent
Transfer
Date a security
interest in all of such Seller's
right,
title and interest in,
to
and
under
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 related Subsequent
Mortgage Loans and such other property,
to secure all of
such
Seller's
obligations
hereunder,
and this
Agreement
shall
constitute a
security
agreement
under
applicable
law.
Each Seller agrees to take or cause
to be taken such actions and to execute such
documents,
including the filing of
all
necessary
UCC-1
financing
statements
filed
in the
State
of [ ] (which
shall be submitted for filing as of the related
Subsequent
Transfer Date),
any
continuation
statements
with
respect
thereto
and
any
amendments
thereto
required to reflect a change in the name or
corporate
structure
of such Seller
or the filing of any additional
UCC-1 financing
statements due to the change in
the principal
office or jurisdiction
of
incorporation
of such Seller,
as are
necessary to perfect and protect the
interests
of the Issuer and its
assignees
in each
Subsequent
Mortgage Loan and the proceeds
thereof.
The Servicer shall
file any such continuation statements on a timely basis.
The
Issuer
on
each
Subsequent
Transfer
Date
shall
acknowledge
its
acceptance of all right,
title and interest to the related
Subsequent
Mortgage
Loans
and
other
property,
existing
on
the
Subsequent
Transfer
Date
and
thereafter created, conveyed to it pursuant to this Section 2.2.
The Issuer
shall be entitled to all
scheduled
principal
payments due on
and after each
Subsequent
Cut-Off Date, all other payments of principal due and
collected
on and
after
each
Subsequent
Cut-Off
Date,
and all
payments
of
interest on any related
Subsequent
Mortgage
Loans,
minus that
portion of any
such
interest
payment
that is
allocable
to the period
prior to the
related
Subsequent
Cut-Off
Date and any
payment
relating to any
Excluded
Amounts as
provided in Section 2.5.
(b)
Any Seller may
transfer to the Issuer
Subsequent
Mortgage
Loans and the
other
property and rights
related
thereto
described in Section
2.2(a) above,
and during the
Pre-Funding
Period,
upon the release of funds on deposit in the
Pre-Funding
Account,
or during the Revolving Period,
upon the release of funds
on
deposit
in the
Custodial
Account
or the
Funding
Account,
or during the
Managed
Amortization
Period,
following
a Funding
Event,
upon the release of
funds on deposit in the Reserve
Sub-Account,
respectively,
in accordance
with
the
Servicing
Agreement,
only upon the
satisfaction
of each of the following
conditions on or prior to the related Subsequent Transfer Date:
(i)
such Seller or [
],
as
Servicer,
shall have
provided
the
Indenture
Trustee,
the Rating
Agencies and the
Enhancer
with a timely
Addition
Notice
substantially
in the form of
Exhibit 3,
which
notice
shall be given no later
than seven
Business
Days prior to the related
Subsequent
Transfer
Date,
and
shall
designate
the
Subsequent
Mortgage
Loans to be sold to the Issuer,
the
aggregate
Principal Balance of such Subsequent
Mortgage Loans as of the related
Subsequent
Cut-Off Date and any other
information
reasonably
requested by the
Indenture
Trustee
or the
Enhancer
with
respect to such
Subsequent
Mortgage
Loans;
(ii)
such
Seller
shall
have
delivered
to
the
Indenture
Trustee
and
the
Enhancer a duly
executed
Subsequent
Transfer
Agreement
substantially
in the
form of Exhibit 2, (A) confirming the
satisfaction
of each condition
precedent
and
representations
specified in this Section
2.2(b) and in Section 2.2(c) and
in the related
Subsequent
Transfer
Agreement and (B) including a Mortgage Loan
Schedule listing the Subsequent Mortgage Loans;
(iii) as of each
Subsequent
Transfer
Date,
as
evidenced
by
delivery to the
Indenture
Trustee of the
Subsequent
Transfer
Agreement in the form of Exhibit
2,
the
respective
Seller
shall
not be
insolvent,
made
insolvent
by
such
transfer or aware of any pending insolvency;
(iv)
such
sale
and
transfer
shall
not
result
in a
material
adverse
tax
consequence
to the Issuer or, due to any action or
inaction
on the part of the
respective Seller, to the Securityholders or the Enhancer;
(v)
the Revolving
Period shall not have
terminated
or, if during the Managed
Amortization Period, a Funding Event shall have occurred; and
(vi)
the
Enhancer
shall
have
approved
the sale of the
Subsequent
Mortgage
Loans
(which
approval
shall
not be
unreasonably
withheld)
within
five (5)
Business
Days of
receipt
of an
electronic
file
containing
the
information
regarding
the
Subsequent
Mortgage
Loans that was
delivered
to the
Enhancer
prior to the Closing Date with respect to the Initial
Mortgage Loans;
provided,
that if the
Enhancer
shall not have
notified the
respective
Seller or [
]
within such five (5) Business
Days that the Enhancer
does not so approve,
such
sale of Subsequent Mortgage Loans shall be deemed approved by the
Enhancer.
The
obligation
of the Issuer to purchase a
Subsequent
Mortgage
Loan on
any
Subsequent
Transfer Date is subject to the following
conditions:
(i) each
such
Subsequent
Mortgage Loan must satisfy the
representations
and warranties
specified in the related Subsequent
Transfer Agreement and this Agreement;
(ii)
no such Seller has selected such
Subsequent
Mortgage
Loans in a manner that it
reasonably
believes
is
adverse
to the
interests
of the
Noteholders
or the
Enhancer;
and (iii) as of the related
Subsequent
Cut-Off Date each
Subsequent
Mortgage Loan will satisfy the following
criteria:
(A) such Subsequent Mortgage
Loan
may not be 30 or
more
days
contractually
delinquent
as of the
related
Subsequent
Cut-Off
Date;
(B) the
original
stated
term to
maturity
of such
Subsequent
Mortgage
Loan
will not
exceed
360
months;
(C)
such
Subsequent
Mortgage Loan must have an outstanding
Principal
Balance of at least $1,000 and
not more than
$[
] as of the
related
Subsequent
Cut-Off
Date and will not
have a Credit
Limit in excess of $[
] as of the
related
Subsequent
Cut-Off
Date; (D) such
Subsequent
Mortgage Loan will be underwritten
substantially
in
accordance
with the criteria set forth under
"Description of the Mortgage Loans
-
Underwriting
Standards" in the
Prospectus
Supplement;
(E) such
Subsequent
Mortgage Loan must have a CLTV at
origination
of no more than 100.00%;
(F) the
remaining
term to stated
maturity of such
Subsequent
Mortgage Loan must be no
later than 360 months;
(G) such
Subsequent
Mortgage Loan shall not provide for
negative
amortization;
(H) following the purchase of such
Subsequent
Mortgage
Loans by the Issuer,
the Mortgage
Loans
included in the Trust Estate must have
a weighted average
interest rate, a weighted average
remaining term to maturity
and a weighted average CLTV at origination,
as of each Subsequent
Cut-Off Date,
that
does
not
vary
materially
from
the
Initial
Mortgage
Loans
included
initially
in the
Trust
Estate,
and
the
percentage
of
Mortgage
Loans
(by
aggregate
principal
balance)
that are
secured by second
liens on the related
Mortgaged
Properties
shall
be
no
greater
than
the
percentage
of
Initial
Mortgage
Loans;
and (I)
following
the
purchase of such
Subsequent
Mortgage
Loans by the Issuer,
the
percentage of Mortgage
Loans (by aggregate
principal
balance) that are secured by Mortgaged
Properties that are manufactured
housing
properties
shall
be no
greater
than
[ ]%.
Subsequent
Mortgage
Loans
with
characteristics
materially
varying
from those set forth above may be purchased
by the Issuer and
included
in the Trust
Estate if they are
acceptable
to the
Enhancer, in its reasonable discretion;
provided,
however, that the addition of
such
Subsequent
Mortgage
Loans
will
not
materially
affect
the
aggregate
characteristics
of the
Mortgage
Loans
in the
Trust
Estate.
Neither
of the
Sellers
shall
transfer
Subsequent
Mortgage
Loans with the intent to mitigate
losses on Mortgage Loans
previously
transferred.
Upon the end of the Revolving
Period,
the Enhancer may increase the
Overcollateralization
Amount pursuant to
Section 2.2(d) herein.
(c)
Within five
Business
Days after each
Subsequent
Transfer
Date,
[
]
shall deliver to the Rating
Agencies,
the Indenture
Trustee and the Enhancer a
copy of the a Mortgage Loan Schedule
reflecting
the
Subsequent
Mortgage Loans
in electronic format.
(d)
In the event that a mortgage
loan is not
acceptable
to the Enhancer as a
Subsequent
Mortgage Loan
pursuant to Section
2.2(b)(vi)
hereof,
the Enhancer
and
[
] may
mutually
agree to the
transfer
of such
mortgage
loan to the
Issuer
as
a
Subsequent
Mortgage
Loan,
subject
to
any
increase
in
the
Overcollateralization
Amount
that may be agreed to by [
]
and the
Enhancer
pursuant to the
Indenture,
in which event
[
]
shall
deliver to the Issuer
and
the
Indenture
Trustee,
with
a
copy
to
the
Enhancer,
an
Officer's
Certificate
confirming
the
agreement
to
the
transfer
of
such
Subsequent
Mortgage
Loan
and
specifying
the
amount
of
such
increase
in
the
Overcollateralization
Amount, which additional
Overcollateralization Amount may
not be contributed by [
].
Section 2.3 Payment of Purchase Price.
(a)
The sale of the
Initial
Mortgage
Loans
shall take place on the
Closing
Date,
subject to and
simultaneously
with the deposit of the
Initial
Mortgage
Loans into the Trust Estate,
the deposit of the Original
Pre-Funded
Amount and
the Interest
Coverage
Amount into the Pre Funding
Account and the
Capitalized
Interest
Account,
respectively,
and
the
issuance
of
the
Securities.
The
purchase
price
for
the
[
]
Initial
Mortgage
Loans
to be
paid
by
the
Purchaser
to [
] on the Closing
Date shall be an amount
equal to $[
] in
immediately
available funds,
together with the Certificates,
in respect of the
Cut-Off
Date
Principal
Balances
thereof.
The
purchase
price for the [
]
Initial
Mortgage
Loans to be paid by the
Purchaser
to [
]
on the
Closing
Date shall be an amount
equal to
$[
] in
immediately
available
funds,
in
respect of the Cut-Off
Date
Principal
Balances
thereof.
The
purchase
price
paid for any Subsequent
Mortgage Loan by the Indenture
Trustee
pursuant to the
terms
hereunder
shall be one-hundred
percent (100%) of the Subsequent
Cut-Off
Date
Principal
Balance
thereof (as
identified
on the Mortgage
Loan Schedule
attached to the related Subsequent
Transfer
Agreement
provided by [
]).
In
the case of each Additional
Balance
transferred
hereunder
created on or after
the Cut-Off
Date (or the
Subsequent
Cut-Off
Date in the case of a
Subsequent
Mortgage Loan) and prior to the
commencement of the Rapid
Amortization
Period,
the purchase
price
thereof
shall be the
principal
amount of the related Draw
under
the
related
Loan
Agreement
on the
later of the
Closing
Date (or the
related Subsequent
Transfer Date in the case of a Subsequent
Mortgage Loan) and
the date of the creation of such Additional Balance.
(b)
In
consideration
of the
sale of the
[
]
Initial
Mortgage
Loans by
[
] to the
Purchaser on the Closing Date,
the Purchaser
shall pay to [
]
on the Closing Date by wire
transfer of
immediately
available
funds to a bank
account
designated by [
],
the amount
specified
above in paragraph (a) for
the [
] Initial
Mortgage Loans;
provided,
that such payment may be on a net
funding
basis if agreed by [
] and the
Purchaser.
In
consideration
of the
sale of any
Subsequent
Mortgage Loan by [
] to the Issuer,
the Issuer shall
pay to [
] by wire transfer of immediately
available
funds to a bank account
designated
by
[
],
the amount
specified
above in
paragraph
(a) for each
Subsequent Mortgage Loan sold by [
].
(c)
In
consideration
of the
sale of the
[
]
Initial
Mortgage
Loans by
[
] to the
Purchaser on the Closing Date,
the Purchaser
shall pay to [
]
on the Closing Date by wire
transfer of
immediately
available
funds to a bank
account
designated by [
],
the amount
specified
above in paragraph (a) for
the [
] Initial
Mortgage Loans;
provided,
that such payment may be on a net
funding
basis if agreed by [
] and the
Purchaser.
In
consideration
of the
sale of any
Subsequent
Mortgage Loan by [
] to the Issuer,
the Issuer shall
pay to [
] by wire transfer of immediately
available
funds to a bank account
designated
by
[
],
the amount
specified
above in
paragraph
(a) for each
Subsequent Mortgage Loan sold by [
].
(d)
With
respect
to
each
Additional
Balance
transferred
hereunder
with
respect to any Initial
Mortgage Loan or Subsequent
Mortgage Loan, the Issuer as
assignee
of the
Purchaser
shall
pay or
cause
to be
paid to
[
]
or its
designee the purchase price specified
above for such
Additional
Balance in one
of the
following
ways,
as
applicable,
a cash
payment
pursuant
to
Section
3.03(b) of the Servicing
Agreement and Section
2.3(a) hereof in an amount equal
to the related Draw, if then
available
from
Principal
Collections
during the
related
Collection
Period on the
Mortgage
Loans,
or from funds on deposit in
the
Funding
Account or from the
payment
of the
Additional
Balance
Increase
Amount pursuant to Section 3.05 of the Indenture.
Section 2.4 [Reserved].
Section 2.5 Draws
During
Rapid
Amortization
Period.
During
the
Rapid
Amortization
Period,
any Draws made on the Mor
