CONVEYANCE AGREEMENT
THIS CONVEYANCE AGREEMENT, dated June 1, 1997, is between EquiVantage
Acceptance Corp. (the "Company") and EquiVantage Inc. (the "Originator").
Pursuant to the Master Loan Transfer Agreement dated as of June 1, 1997
between the Company and the Originator (the "Mortgage Transfer Agreement"),
the parties hereto hereby confirm their understanding with respect to the
sale by the Originator and the purchase by the Company of those Mortgage
Loans listed on the Schedule of Mortgage Loans attached hereto (the
"Transferred Mortgage Loans").
Conveyance of Transferred Mortgage Loans. The Originator,
concurrently with the execution and delivery of this Conveyance
Agreement, does hereby irrevocably transfer, sell, assign, set
over and otherwise convey to the Company, without recourse
(except as otherwise explicitly provided for herein) all of its
right, title and interest in and to the Transferred Mortgage
Loans being conveyed by it, including specifically, without
limitation, the Mortgages, the Files and all other documents,
materials and properties appurtenant thereto and the Notes,
including all interest and principal received by the Originator
on or with respect to such Transferred Mortgage Loans on or after
the related Cut-Off Date, together with all of its right, title
and interest in and to the proceeds received on or after the
related Cut-Off Date of any related insurance policies on behalf
of the Company. It is the intention of the parties hereto that
the conveyance by the Originator of the Transferred Mortgage
Loans to the Company shall constitute a purchase and sale of such
Transferred Mortgage Loans and not a loan. If the Originator
cannot deliver the original Mortgage or mortgage assignment with
evidence of recording thereon concurrently with the execution and
delivery of this Conveyance Agreement solely because of a delay
caused by the public recording office where such original
Mortgage or mortgage assignment has been delivered for
recordation, the Originator shall promptly deliver to the Trustee
on behalf of the Company such original Mortgage or mortgage
assignment with evidence of recording indicated thereon upon
receipt thereof from the public recording official, as soon as
possible but in no event later than 12 months from the Startup
Day.
The costs relating to the delivery of the documents specified in this
Conveyance Agreement shall be borne by the Originator.
The Originator hereby makes the representations and warranties set forth
in Section 5(a) of the Master Transfer Agreement with respect to the
Transferred Mortgage Loans. The "Cut-Off Date" with respect to such
Transferred Mortgage Loans shall be the close of business on June 1, 1997 or,
if any Transferred Mortgage Loan was originated subsequent to June 1, 1997,
but prior to the Startup Day, the date of origination of such Transferred
Mortgage Loan.
Except as set forth immediately below, all terms and conditions of the
Mortgage Transfer Agreement are hereby incorporated herein; provided that, in
the event of any conflict, the provisions of this Conveyance Agreement shall
control over the conflicting provisions of the Mortgage Transfer Agreement.
(i) With respect to each Transferred Mortgage Loan
involving property improved by a manufactured home,
such manufactured home constitutes real property under
applicable state law and the Originator has taken all
action necessary to create a valid and perfected first
or second priority lien and security interest in such
manufactured home and the related Property, including,
without limitation, the filing of a Uniform Commercial
Code financing statement or notations on certificates
of title, if necessary under applicable state law.
(ii) As of its date of origination, no Transferred Mortgage
Loan had a Combined Loan-to-Value Ratio in excess of
90%, except for loan number 313236, which has a
Combined Loan-to-Value Ratio of 90.55%; loan number
312509, which has a Combined Loan-to-Value Ratio of
92.31%; loan number 314816, which has a Combined
Loan-to-Value Ratio of 92.73%; loan number 311455,
which has a Combined Loan-to-Value Ratio of 93.50%;
loan number 314068, which has a Combined Loan-to-Value
Ratio of 97.32%; loan number 314305, which has a
Combined Loan-to-Value Ratio of 100.71%; loan number
314037, which has a Combined Loan-to-Value Ratio of
112.64%.
(iii) No Transferred Mortgage Loan is a Third Mortgage Loan.
(iv) No more than 0.65% of the Transferred Mortgage Loans
were originated under any "no-income verification"
program.
(v) The Note related to each Transferred Mortgage Loan
bears a minimum Coupon Rate of at least 7.25% per
annum.
(vi) Each Note for a fixed rate Transferred Mortgage Loan
that is not a Balloon Loan provides for a schedule of
substantially level and equal monthly scheduled
payments which are sufficient to amortize fully the
principal balance of such Note on or before its
maturity date, which maturity date is not more than 30
years from the date of origination of such Transferred
Mortgage Loan. Each Balloon Loan has an original term
to stated maturity of not more than 15 years and an
amortization schedule based on not more than 30 years.
(vii) None of the Transferred Mortgage Loans is more than 30
days Delinquent (assuming a 30-day month).
(viii) No Transferred Mortgage Loan had a Loan Balance
less than $6,000.00 as of the Cut-Off Date or
greater than $596,000.00 as of the Cut-Off Date.
(ix) The Primary Parcel of each Property is located in the
state identified in the Schedule of Mortgage Loans
attached hereto; no more than 0.97% of the aggregate
Loan Balance as of the Cut-Off Date is secured by
mortgaged
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Properties located within any single postal
zip code area; and each Property consists of one or
more parcels of real property with a residential
dwelling erected on the Primary Parcel.
(x) As of the Cut-Off Date, no more than 0.74% of the
aggregate Loan Balance is secured by condominiums; no
Transferred Mortgage Loan relates to a cooperative.
(xi) With respect to each Mortgaged Property subject to a
ground lease (i) the current ground lessor has been
identified and all ground rents that previously become
due and owing have been paid; (ii) the ground lease
term extends, or is automatically renewable, for at
least five years beyond the maturity date of the
related Transferred Mortgage Loan; (iii) the ground
lease has been duly executed and recorded; (iv) the
amount of the ground rent and any increases therein
are clearly identified in the lease and are for
predetermined amounts at predetermined times; (v) the
Trust has the right to cure defaults on the ground
lease; and (vi) the terms and conditions of the
leasehold do not prevent the free and absolute
marketability of the Mortgaged Property. As of the
Cut-Off Date, the Principal Balance of Transferred
Mortgage Loans with related Mortgaged Properties
subject to ground leases does not exceed 0.06% of the
Original Principal Balance.
(xii) As of the Cut-Off Date, no more than 4.33% of the
Original Aggregate Loan Balance is secured by
investor-owned Properties.
(xiii) As of the Cut-Off Date, there are no Transferred
Mortgage Loans that are the subject of bankruptcy
or insolvency proceedings.
(xiv) Not more than 1.87% of the Transferred Mortgage Loans
are subject to Section 32 of the federal
Truth-in-Lending Act.
(xv) As of the Cut-Off Date, 56.23% of the outstanding
principal balance of the Transferred Mortgage Loans
are fixed rate mortgage loans (except 7.80% thereof
that, as Program Loans, bear fixed rates of interest
that under the terms of the related Mortgage Notes may
be reduced by as much as 1.50% during the first three
years of such Program Loans) and 43.77% of the
outstanding principal balance of the Transferred
Mortgage Loans are adjustable rate mortgage loans.
(xvi) With respect to Transferred Mortgage Loans that are
adjustable rate mortgage loans, as of the Cut-Off
Date, all interest rate adjustments have been
performed correctly in accordance with the terms of
the related Mortgage.
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For purposes of this Conveyance Agreement, the "related Pooling and
Servicing Agreement" is the Pooling and Servicing Agreement relating to the
EquiVantage Home Equity Loan Trust 1997-2.
Terms capitalized herein and not defined herein shall have their
respective meanings as set forth in the Mortgage Transfer Agreement.
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IN WITNESS WHEREOF, the Company and the Originator have
caused this Conveyance Agreement to be duly executed by their
respective officers thereunto duly authorized, all as of the day
and year first above written.
EQUIVANTAGE ACCEPTANCE CORP.,
the Company
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇
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Name: ▇▇▇▇ ▇. ▇▇▇▇▇
Title: President
EQUIVANTAGE INC.,
the Originator
By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Senior Vice President
SCHEDULE OF MORTGAGE LOANS
[Attached as Schedule I to the related
Pooling and Servicing Agreement
and incorporated herein]