<PAGE>
Exhibit 10.20
NOTE PURCHASE AGREEMENT
AMONG
OPTION ONE OWNER TRUST 2005-8
AS ISSUER
AND
OPTION ONE LOAN WAREHOUSE CORPORATION
AS DEPOSITOR
MERRILL LYNCH BANK USA
AS NOTEHOLDER AGENT
AND
MERRILL LYNCH BANK USA
AS PURCHASER
DATED AS OF OCTOBER 1, 2005
OPTION ONE OWNER TRUST 2005-8
MORTGAGE-BACKED NOTES
<PAGE>
TABLE OF CONTENTS
<TABLE>
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ARTICLE I DEFINITIONS
................................................... 1
SECTION 1.01 Certain Defined
Terms. .................................. 1
SECTION 1.02 Other
Definitional Provisions ........................... 2
ARTICLE II COMMITMENT; CLOSING AND
PURCHASES OF ADDITIONAL NOTE
PRINCIPAL BALANCES ...........................................
3
SECTION 2.01 Commitment
.............................................. 3
SECTION 2.02 Closing.
................................................ 4
ARTICLE III TRANSFER DATES
.............................................. 4
SECTION 3.01 Transfer Dates
.......................................... 4
ARTICLE IV CONDITIONS PRECEDENT TO
EFFECTIVENESS OF COMMITMENT .......... 6
SECTION 4.01 Subject to
Conditions Precedent ......................... 6
ARTICLE V REPRESENTATIONS AND WARRANTIES OF
THE ISSUER AND THE
DEPOSITOR .....................................................
8
SECTION 5.01 Issuer
.................................................. 8
SECTION 5.02 Securities Act
.......................................... 11
SECTION 5.03 No Fee
.................................................. 11
SECTION 5.04 Information
............................................. 11
SECTION 5.05 The Purchased
Notes ..................................... 11
SECTION 5.06 Use of Proceeds
......................................... 11
SECTION 5.07 The Depositor
........................................... 11
SECTION 5.08 Taxes,
etc............................................... 12
SECTION 5.09 Financial
Condition ..................................... 12
ARTICLE VI REPRESENTATIONS AND WARRANTIES
WITH RESPECT TO THE
PURCHASER ....................................................
12
SECTION 6.01 Organization
............................................ 12
SECTION 6.02 Authority, etc
.......................................... 12
SECTION 6.03 Securities Act
.......................................... 12
SECTION 6.04 Conflicts With
Law ...................................... 13
SECTION 6.05 Conflicts With
Agreements, etc........................... 13
ARTICLE VII COVENANTS OF THE ISSUER AND THE
DEPOSITOR ................... 13
SECTION 7.01 Information
from the Issuer ............................. 13
SECTION 7.02 Access to
Information ................................... 14
SECTION 7.03 Ownership and
Security Interests; Further Assurances .... 14
SECTION 7.04 Covenants
............................................... 14
SECTION 7.05 Amendments
.............................................. 14
SECTION 7.06 With Respect to
the Exempt Status of the Purchased
Notes ...................................................
15
ARTICLE VIII ADDITIONAL COVENANTS
....................................... 15
SECTION 8.01 Legal
Conditions to Closing ............................. 15
SECTION 8.02 Expenses
................................................ 15
SECTION 8.03 Mutual
Obligations ...................................... 16
SECTION 8.04 Restrictions on
Transfer ................................ 16
SECTION 8.05 [Reserved]
.............................................. 16
SECTION 8.06 Information
Provided by the Noteholder Agent ............ 16
</TABLE>
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TABLE OF CONTENTS
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ARTICLE IX INDEMNIFICATION
.............................................. 16
SECTION 9.01 Indemnification
of Purchaser ............................ 16
SECTION 9.02 Procedure and
Defense ................................... 17
ARTICLE X MISCELLANEOUS
................................................. 17
SECTION 10.01 Amendments
............................................. 17
SECTION 10.02 Notices
................................................ 17
SECTION 10.03 No Waiver;
Remedies .................................... 18
SECTION 10.04 Binding
Effect; Assignability .......................... 18
SECTION 10.05 Provision of
Documents and Information ................. 18
SECTION 10.06 GOVERNING LAW;
JURISDICTION ............................ 18
SECTION 10.07 No Proceedings
......................................... 19
SECTION 10.08 Execution in
Counterparts .............................. 19
SECTION 10.09 No
Recourse--Purchaser and Depositor ................... 19
SECTION 10.10 Survival
............................................... 20
SECTION 10.11 Waiver of
Set-Off ...................................... 20
SECTION 10.12 Tax
Characterization ................................... 20
SECTION 10.13 Conflicts
.............................................. 20
SECTION 10.14 Service of
Process ..................................... 20
SECTION 10.15 Limitation on
Liability ................................ 20
</TABLE>
Schedule I -- Information for Notices
-ii-
<PAGE>
NOTE PURCHASE AGREEMENT
NOTE PURCHASE AGREEMENT dated as of October 1, 2005 (the "Note
Purchase Agreement"), among OPTION ONE
OWNER TRUST 2005-8 (the "Issuer"), OPTION
ONE LOAN WAREHOUSE CORPORATION (the
"Depositor"), MERRILL LYNCH BANK USA (the
"Noteholder Agent"), and MERRILL LYNCH BANK
USA (the "Purchaser").
The parties hereto agree as follows:
ARTICLE I
DEFINITIONS
SECTION 1.01 Certain Defined Terms. Capitalized terms used
herein
without definition shall have the meanings
set forth in the Indenture and the
Sale and Servicing Agreement (as defined
below). Additionally, the following
terms shall have the following
meanings:
"Closing" shall have the meaning set forth in Section 2.02.
"Closing Date" shall have the meaning set forth in Section
2.02.
"Commitment" means the commitment of the Purchaser to purchase
Additional Note Principal Balances pursuant
to Section 2.01.
"Exchange Act" shall mean the Securities Exchange Act of 1934,
as
amended.
"Governmental Actions" means any and all consents, approvals,
permits,
orders, authorizations, waivers,
exceptions, variances, exemptions or licenses
of, or registrations, declarations or
filings with, any Governmental Authority
required under any Governmental Rules.
"Governmental Authority" means the United States of America, any
state
or other political subdivision thereof and
any entity exercising executive,
legislative, judicial, regulatory or
administrative functions of or pertaining
to government and having jurisdiction over
the applicable Person.
"Governmental Rules" means any and all laws, statutes, codes,
rules,
regulations, ordinances, orders, writs,
decrees and injunctions, of any
Governmental Authority and any and all
legally binding conditions, standards,
prohibitions, requirements and judgments of
any Governmental Authority.
"Indemnified Party" means the Purchaser and any of its
officers,
directors, employees, agents,
representatives, assignees and Affiliates and any
Person who controls the Purchaser or its
Affiliates within the meaning of
Section 15 of the Securities Act or Section
20 of the Exchange Act.
"Indenture" means the Indenture dated as of October 1, 2005
between
the Issuer as Issuer and Wells Fargo Bank,
N.A. as Indenture Trustee.
"Investment Company Act" shall have the meaning provided in
Section
5.01(i).
<PAGE>
"Lien" means, with respect to any asset, (a) any mortgage,
lien,
pledge, charge, security interest,
hypothecation, option or encumbrance of any
kind in respect of such asset or (b) the
interest of a vendor or lessor under
any conditional sale agreement, financing
lease or other title retention
agreement relating to such asset.
"Loan Originator" means Option One Mortgage Corporation, a
California
corporation.
"Maximum Note Principal Balance" has the meaning set forth in
the
Pricing Letter.
"Pricing Letter" means the pricing letter among the Issuer, the
Depositor, Option One and the Indenture
Trustee, dated the date hereof and any
amendments thereto.
"Purchased Notes" means the Option One Owner Trust 2005-8
Mortgage-Backed Notes issued by the Issuer
pursuant to the Indenture.
"Purchaser" means Merrill Lynch Bank USA and its permitted
successors
and assigns or an Affiliate thereof
identified in writing by Merrill Lynch Bank
USA to the Indenture Trustee and the other
parties hereto, subject to the
consent of the Loan Originator, which may
not be unreasonably withheld or
delayed.
"Sale and Servicing Agreement" means the Sale and Servicing
Agreement
dated as of October 1, 2005, among the
Issuer, the Depositor, the Loan
Originator, the Servicer and Wells Fargo
Bank, N.A. as the Indenture Trustee, as
the same may be amended, modified or
supplemented from time to time.
"Servicer" means Option One Mortgage Corporation or its
permitted
successors and assigns.
SECTION 1.02 Other Definitional Provisions.
(a) All terms defined in this Note Purchase Agreement shall have
the
defined meanings when used in any
certificate or other document made or
delivered pursuant hereto unless otherwise
defined therein.
(b) As used herein and in any certificate or other document made
or
delivered pursuant hereto or thereto,
accounting terms not defined in Section
1.01, and accounting terms partially
defined in Section 1.01 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 herein are inconsistent with the
meanings of such terms under generally
accepted accounting principles, the
definitions contained herein shall control.
(c) The words "hereof," "herein" and "hereunder" and words of
similar
import when used in this Note Purchase
Agreement shall refer to this Note
Purchase Agreement as a whole and not to
any particular provision of this Note
Purchase Agreement; and Section,
subsection, Schedule and Exhibit references
contained in this Note Purchase Agreement
are
2
<PAGE>
references to Sections, subsections,
schedules and Exhibits in or to this Note
Purchase Agreement unless otherwise
specified.
ARTICLE II
COMMITMENT; CLOSING AND PURCHASES OF
ADDITIONAL NOTE PRINCIPAL BALANCES
SECTION 2.01 Commitment.
(a) (i) At any time during the Revolving Period at least two
Business
Days in the case of a Loan that is not a
Wet Funded Loan, or at least one
Business Day, in the case of a Wet Funded
Loan, prior to a proposed Transfer
Date, to the extent that the aggregate
outstanding Note Principal Balance (after
giving effect to the proposed purchase) is
less than the Maximum Note Principal
Balance, and subject to the terms and
conditions hereof and in accordance with
the other Basic Documents, the Issuer may
request that the Purchaser purchase
Additional Note Principal Balances (each
such request, a "Purchase Request").
Each Purchase Request shall identify the
proposed Transfer Date, an estimate of
the number of Loans and aggregate Principal
Balance of the Loans that will be
purchased by the Issuer on such Transfer
Date and shall be for an Additional
Note Principal Balance amount of not less
than $2,000,000. On the identified
Transfer Date, the Purchaser agrees to
purchase the Additional Note Principal
Balance requested in the Purchase Request,
subject to the terms and conditions
and in reliance upon the covenants,
representations and warranties set forth
herein and in the other Basic
Documents.
(b) (i) Notwithstanding any other provision of this Note
Purchase
Agreement, and in order to reduce the
number of fund transfers among the parties
hereto, the Issuer, the Noteholder Agent
and the Purchaser agrees that the
Noteholder Agent may (but shall not be
obligated to), and the Issuer and the
Purchaser hereby irrevocably authorizes the
Noteholder Agent to fund, on behalf
of the Purchaser, purchases of Additional
Note Principal Balances pursuant to
this Section 2.01; provided, however, that
the Noteholder Agent shall in no
event fund such purchase of Additional Note
Principal Balances if the Noteholder
Agent shall have determined that one or
more of the conditions precedent
contained in Section 3.01(a) will not be
satisfied on the day of the proposed
purchase of Additional Note Principal
Balances. If the Issuer gives a Purchase
Request requesting a purchase of Additional
Note Principal Balances and the
Noteholder Agent elects not to fund such
proposed purchase of Additional Note
Principal Balances on behalf of the
Purchaser, then promptly after receipt of
the Purchase Request requesting such
purchase of Additional Note Principal
Balances, the Noteholder Agent shall notify
the Purchaser of the specifics
contained in such Purchase Request and that
it will not fund such Purchase
Request on behalf of the Purchaser. If the
Noteholder Agent notifies the
Purchaser that it will not fund a requested
purchase of Additional Note
Principal Balances on behalf of the
Purchaser, the Purchaser shall purchase the
Additional Note Principal Balance pursuant
to Section 2.01(a), by remitting the
required funds to the Issuer pursuant to
and in accordance with Section 3.01(b)
hereof. If the Noteholder Agent elects to
fund a requested purchase of
Additional Note Principal Balances, the
Noteholder Agent will remit the required
funds for such Purchase Request to the
Issuer pursuant to and in accordance with
Section 3.01(b) hereof.
3
<PAGE>
(ii) If the Noteholder Agent has notified the Purchaser that
the
Noteholder Agent, on behalf of the
Purchaser, will fund a particular purchase of
Additional Note Principal Balances pursuant
to Section 2.01(b)(i), the
Noteholder Agent may assume that the
Purchaser has made such amount available to
the Noteholder Agent on such day and the
Noteholder Agent, in its sole
discretion, may, but shall not be obligated
to, cause a corresponding amount to
be made available to the Issuer on such
day. If the Noteholder Agent makes such
corresponding amount available to the
Issuer and such corresponding amount is
not in fact made available to the
Noteholder Agent by the Purchaser, the
Noteholder Agent shall be entitled to
recover such corresponding amount on
demand from the Purchaser together with
interest thereon, for each day from the
date such payment was due until the date
such amount is paid to the Noteholder
Agent, at the Note Interest Rate. During
the period in which the Purchaser has
not paid such corresponding amount to the
Noteholder Agent, notwithstanding
anything to the contrary contained in this
Note Purchase Agreement or any other
Basic Document, the amount so advanced by
the Noteholder Agent to the Issuer
shall, for all purposes hereof, be a
purchase of Additional Note Principal
Balances made by the Noteholder Agent for
its own account. Upon any such failure
by the Purchaser to pay the Noteholder
Agent, the Noteholder Agent shall
promptly thereafter notify the Issuer of
such failure and the Issuer shall
immediately pay such corresponding amount
to the Noteholder Agent for its own
account.
(iii) Nothing in this Section 2.01(b) shall be deemed to
relieve
the Purchaser from its obligations to
fulfill its Commitment hereunder or to
prejudice any rights that the Noteholder
Agent or the Issuer may have against
the Purchaser as a result of any default by
the Purchaser hereunder. The Issuer
shall have no obligation under or arising
out of this Section 2.01(b).
SECTION 2.02 Closing. The closing (the "Closing") of the execution
of
the Basic Documents and issuance of the
Notes shall take place at 10:00 a.m. at
the offices of Thacher Proffitt & Wood,
Two World Financial Center, New York,
New York 10281 on October 7, 2005, or if
the conditions to closing set forth in
Article IV of this Note Purchase Agreement
shall not have been satisfied or
waived by such date, as soon as practicable
after such conditions shall have
been satisfied or waived, or at such other
time, date and place as the parties
shall agree upon (the date of the Closing
being referred to herein as the
"Closing Date").
ARTICLE III
TRANSFER DATES
SECTION 3.01 Transfer Dates.
(a) Subject to the conditions and terms set forth herein and in
Section 2.06 of the Sale and Servicing
Agreement with respect to each Transfer
Date, the Issuer may request, and the
Purchaser agrees to purchase Additional
Note Principal Balances from the Issuer
from time to time in accordance with,
and upon the satisfaction, as of the
applicable Transfer Date, of each of the
following additional conditions:
(i) With respect to each Transfer Date, each condition set
forth
in Section 2.06 of the Sale and Servicing
Agreement shall have been satisfied;
4
<PAGE>
(ii) Each of the representations and warranties of the Issuer,
the Servicer, the Loan Originator and the
Depositor made in the Basic Documents
shall be true and correct in all material
respects as of such date (except to
the extent they expressly relate to an
earlier or later time);
(iii) The Issuer, the Servicer, the Loan Originator and the
Depositor shall be in material compliance
with all of their respective covenants
contained in the Basic Documents and the
Purchased Notes;
(iv) No Event of Default and no Default shall have occurred or
shall be occurring;
(v) With respect to each Transfer Date, the Purchaser shall
have
received evidence reasonably satisfactory
to it of the completion of all
recordings, registrations, and filings as
may be necessary or, in the reasonable
opinion of the Purchaser, desirable to
perfect or evidence the assignments
required to be effected on such Transfer
Date in accordance with the Sale and
Servicing Agreement and the Loan Purchase
Agreement including, without
limitation, the assignment of the Loans and
the proceeds thereof;
(vi) Each Loan (i) has been originated in accordance with the
Underwriting Guidelines and (ii) is not
"abusive" or "predatory" as defined in
or in violation of any applicable statutes,
regulations, ordinances or in any
other way that would be otherwise
actionable by the Borrower or any Governmental
Authority;
(vii) With respect to the first Transfer Date, the Purchaser
shall have completed its initial due
diligence review with respect to the Loans
and the Loan Originator and determined, in
the Purchaser's sole discretion, that
both the Loans and the origination,
servicing and business practices of the Loan
Originator are reasonably acceptable to the
Purchaser; and
(viii) The Purchaser shall have received, in form and substance
reasonably satisfactory to the Purchaser,
an Officer's Certificate from the Loan
Originator, dated the Closing Date,
certifying to the satisfaction of the
conditions set forth in the preceding
paragraphs (i), (ii), (iii), (iv) and
(vi).
(b) The price paid by the Purchaser on each Transfer Date for
the
Additional Note Principal Balance purchased
on such Transfer Date shall be equal
to the amount of such Additional Note
Principal Balance and shall be remitted
not later than 3:30 p.m. (New York City
time) on the Transfer Date by wire
transfer of immediately available funds to
the Advance Account.
(c) The
Purchaser shall record on the schedule attached to the
Purchased Notes, the date and amount of any
Additional Note Principal Balance
purchased by it; provided, that failure to
make such recordation on such
schedule or any error in such schedule
shall not adversely affect the
Purchaser's rights with respect to its Note
Principal Balance and any right to
receive interest payments in respect of the
Note Principal Balance actually
held. Absent manifest error, the Note
Principal Balance of the Purchased Notes
as set forth in the Purchaser's records
shall be binding upon the parties
hereto, notwithstanding any notation or
record made or kept by any other party
hereto.
5
<PAGE>
(d) The Purchaser shall determine in its reasonable discretion
whether
each of the above conditions has been met
in accordance with the Sale and
Servicing Agreement and its determination
shall be binding on the parties
hereto.
ARTICLE IV
CONDITIONS PRECEDENT TO
EFFECTIVENESS OF COMMITMENT
SECTION 4.01 Subject to Conditions Precedent. The effectiveness of
the
Commitment hereunder is subject to the
satisfaction at the time of the Closing
of the following conditions (any or all of
which may be waived by the Purchaser
in its sole discretion):
(a) Performance by the Issuer, the Depositor, the Servicer and
the
Loan Originator. All the terms, covenants,
agreements and conditions of the
Basic Documents to be complied with and
performed by the Issuer, the Depositor,
the Servicer and the Loan Originator on or
before the Closing Date shall have
been complied with and performed in all
material respects.
(b) Representations and Warranties. Each of the representations
and
warranties of the Issuer, the Depositor,
the Servicer and the Loan Originator
made in the Basic Documents shall be true
and correct in all material respects
as of the Closing Date (except to the
extent they expressly relate to an earlier
or later time).
(c) Officer's Certificate. The Purchaser shall have received, in
form
and substance reasonably satisfactory to
the Purchaser, an Officer's Certificate
from the Loan Originator, the Depositor and
the Servicer and a certificate of an
Authorized Officer of the Issuer, dated the
Closing Date, certifying to the
satisfaction of the conditions set forth in
the preceding paragraphs (a) and
(b).
(d) Opinions of Counsel to the Issuer, the Loan Originator, the
Servicer and the Depositor. Counsel to the
Issuer, the Loan Originator, the
Servicer and the Depositor shall have
delivered to the Purchaser favorable
opinions, dated as of the Closing Date and
reasonably satisfactory in form and
substance to the Purchaser and its counsel.
In addition to the foregoing, the
Loan Originator shall have caused its
counsel to deliver to the Purchaser a
favorable opinion to the effect that the
Issuer will not be treated as an
association (or publicly traded
partnership) taxable as a corporation or as a
taxable mortgage pool, for federal income
tax purposes.
(e) Opinions of Counsel to the Indenture Trustee. Counsel to
the
Indenture Trustee shall have delivered to
the Purchaser a favorable opinion,
dated as of the Closing Date and reasonably
satisfactory in form and substance
to the Purchaser and its counsel.
(f) Opinions of Counsel to the Owner Trustee. Delaware counsel to
the
Owner Trustee of the Issuer and the
Depositor shall have delivered to the
Purchaser favorable opinions regarding the
formation, existence and standing of
the Issuer and the Depositor and of the
Issuer's and the Depositor's execution,
authorization and delivery of each of the
Basic Documents to which it is a party
and such other matters as the Purchaser may
reasonably request,
6
<PAGE>
dated as of the Closing Date and reasonably
satisfactory in form and substance
to the Purchaser and its counsel.
(g) Filings and Recordations. The Purchaser shall have received
evidence reasonably satisfactory to it of
(i) the completion of all recordings,
registrations, and filings as may be
necessary or, in the reasonable opinion of
the Purchaser, desirable to perfect or
evidence the assignment by the Loan
Originator to the Depositor of the Loan
Originator's ownership interest in the
Trust Estate including, without limitation,
the Loans conveyed pursuant to the
Loan Purchase Agreement and the proceeds
thereof, (ii) the completion of all
recordings, registrations and filings as
may be necessary or, in the reasonable
opinion of the Purchaser, desirable to
perfect or evidence the assignment by the
Depositor to the Issuer of the Depositor's
ownership interest in the Trust
Estate including, without limitation, the
Loans and the proceeds thereof and
(iii) the completion of all recordings,
registrations, and filings as may be
necessary or, in the reasonable opinion of
the Purchaser, desirable to perfect
or evidence the grant of a first priority
perfected security interest in the
Issuer's ownership interest in the Trust
Estate including, without limitation,
the Loans, in favor of the Indenture
Trustee, subject to no Liens prior to the
Lien of the Indenture.
(h) Documents. The Purchaser shall have received a duly
executed
counterpart of each of the Basic Documents,
in form acceptable to the Purchaser,
the Purchased Notes and each and every
document or certification delivered by
any party in connection with any of the
Basic Documents or the Purchased Notes,
and each such document shall be in full
force and effect.
(i) Due Diligence. The Purchaser shall have completed its due
diligence review with respect to the Loans,
as provided for in Section 11.15 of
the Sale and Servicing Agreement.
(j) Actions or Proceedings. No action, suit, proceeding or
investigation by or before any Governmental
Authority shall have been instituted
to restrain or prohibit the consummation
of, or to invalidate, any of the
transactions contemplated by the Basic
Documents, the Purchased Notes and the
documents related thereto in any material
respect.
(k) Approvals and Consents. All Governmental Actions of all
Governmental Authorities required with
respect to the transactions contemplated
by the Basic Documents, the Purchased Notes
and the documents related thereto
shall have been obtained or made.
(l) Accounts. The Purchaser shall have received evidence
reasonably
satisfactory to it that each Trust Account
has each been established in
accordance with the terms of the Sale and
Servicing Agreement.
(m) Fees and Expenses. The fees and expenses payable by the Issuer
and
the Depositor pursuant to Section 8.02(b)
shall have been paid.
(n) Other Documents. The Issuer, the Loan Originator, the
Depositor
and the Servicer shall have furnished to
the Purchaser such other opinions,
information, certificates and documents as
the Purchaser may reasonably request.
7
<PAGE>
(o) Proceedings in Contemplation of Sale of Purchased Notes.
All
actions and proceedings undertaken by the
Issuer, the Loan Originator, the
Depositor and the Servicer in connection
with the issuance and sale of the
Purchased Notes as herein contemplated
shall be reasonably satisfactory in all
respects to the Purchaser and its
counsel.
(p) Financial Covenants. The Loan Originator and the Servicer shall
be
in compliance with the financial covenants
set forth in Section 7.02 of the Sale
and Servicing Agreement.
(q) Trust Accounts Control Agreements. The Purchaser shall have
received control agreements relating to the
Trust Accounts reasonably
satisfactory to the Purchaser.
(r) Underwriting Guidelines. The Purchaser shall have received a
copy
of the current Underwriting Guidelines.
(s) Fees. The Loan Originator shall have paid all fees, costs
and
expenses of the Purchaser required to be
paid by the Loan Originator on or
before the Closing Date.
If any condition specified in this Section 4.01 shall not have
been
fulfilled when and as required to be
fulfilled through no fault of the
Purchaser, this Note Purchase Agreement may
be terminated by the Purchaser by
notice to the Loan Originator at any time
at or prior to the Closing Date, and
the Purchaser shall incur no liability as a
result of such termination.
ARTICLE V
REPRESENTATIONS AND WARRANTIES OF
THE ISSUER AND THE DEPOSITOR
The Issuer and the Depositor hereby jointly and severally make
the
following representations and warranties to
the Purchaser, as of the Closing
Date, and as of each Transfer Date and the
Purchaser shall be deemed to have
relied on such representations and
warranties in making (or committing to make)
purchases of Additional Note Principal
Balances on each Transfer Date:
SECTION 5.01 Issuer.
(a) The Issuer has been duly organized and is validly existing and
in
good standing as a statutory trust under
the laws of the State of Delaware, with
requisite trust power and authority to own
its properties and to transact the
business in which it is now engaged, and is
duly qualified to do business and is
in good standing (or is exempt from such
requirements) in each State of the
United States where the nature of its
business requires it to be so qualified
and the failure to be so qualified and in
good standing would, individually or
in the aggregate, have a ma
