EXHIBIT 10.1
GREENPOINT MORTGAGE SECURITIES LLC,
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"),
GreenPoint
Mortgage
Securities LLC, 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:
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 Mortgage
Loans (each,
an "Excluded
Amount")
shall not be Additional
Balances,
and the ownership of the
related
balances
shall be retained by [
].
On any Payment
Date during the Rapid
Amortization
Period,
with
respect to the related
Collection
Period, all Collections in respect of each Mortgage Loan shall be
allocated pro
rata as between
the Issuer
and
[
],
based on the
relative
proportions
of the
Principal
Balance
and the
Excluded Amount thereof,
respectively,
as of the end of the calendar month
immediately
prior to such Collection
Period.
During
the Rapid
Amortization
Period,
any losses
incurred
with
respect to a Mortgage
Loan shall be
allocated pro rata between the Issuer and [
],
based on the Principal
Balance and the Excluded Amount thereof,
respectively,
as of the date of liquidation of such Mortgage Loan.
Notwithstanding
any other provision hereof or
of the Servicing
Agreement,
payments and collections
allocable to an Excluded Amount shall not be deposited into
the Custodial
Account,
the
Distribution
Account or the Note Payment
Account,
and shall be
distributed by the
Servicer to [
] no less
frequently
than monthly in accordance
with
reasonable
instructions
provided by the
Seller.
ARTICLE III
REPRESENTATIONS AND WARRANTIES;
REMEDIES FOR BREACH
Section 3.1
Representations
and
Warranties.
[
]
represents
and warrants to the
Purchaser,
as of the
Closing
Date
and as of each
Subsequent
Transfer
Date
(or if
otherwise
specified
below,
as of the
date so
specified):
(a)
As to [
]:
(i)
[
] is a
corporation
duly
organized,
validly
existing and in good
standing
under the laws of the
jurisdiction
governing its creation and
existence and is or will be in compliance
with the laws of each state in
which any
Mortgaged
Property is located to the extent
necessary to ensure the
enforceability
of each
Mortgage
Loan;
(ii)
[
] has the power and
authority
to make,
execute,
deliver and perform
its
obligations
under this
Agreement and each Subsequent
Transfer
Agreement to which it is a party and all of the transactions
contemplated
under this Agreement and each such Subsequent Transfer
Agreement,
and has taken all necessary corporate action to
authorize the execution, delivery and performance of this Agreement
and each such Subsequent Transfer Agreement;
(iii)
[
] is not required to obtain the consent of any other Person or any
consents,
licenses,
approvals or
authorizations
from, or
registrations
or
declarations
with, any
governmental
authority,
bureau or agency in
connection
with the
execution,
delivery,
performance,
validity
or
enforceability
of this
Agreement
or any
Subsequent Transfer Agreement, except for such consents,
licenses,
approvals or authorizations,
or registrations
or declarations, as shall have been obtained or filed, as the case
may be;
(iv)
The
execution
and delivery of this
Agreement and any
Subsequent
Transfer
Agreement by [
] and its
performance and compliance with the terms of this Agreement and
each such
Subsequent
Transfer
Agreement will not
viola
