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
violate [ ]'s Certificate of Incorporation or Bylaws or constitute a material default (or an event which, with
notice or lapse of time, or both, would constitute a material default) under, or result in the material breach
of, any material contract, agreement or other instrument to which [ ] is a party or which may be applicable to
[ ] or any of its assets;
(v) No litigation before any court, tribunal or governmental body is currently pending, or to the knowledge
of [ ] threatened, against [ ] or with respect to this Agreement or any Subsequent Transfer Agreement that
in the opinion of [ ] has a reasonable likelihood of resulting in a material adverse effect on the
transactions contemplated by this Agreement or any Subsequent Transfer Agreement;
(vi) Reserved;
(vii) This Agreement and each Subsequent Transfer Agreement to which it is a party, constitutes a legal, valid
and binding obligation of [ ], enforceable against [ ] in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such
enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in
equity) or by public policy with respect to indemnification under applicable securities laws;
(viii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and
interest of [ ] in and to the [ ] Initial Mortgage Loans, including the Cut-Off Date Principal Balances now
existing and all Additional Balances thereafter arising to and including the day immediately preceding the Rapid
Amortization Period, all monies due or to become due with respect thereto, and all proceeds of such Cut-Off Date
Principal Balances with respect to the [ ] Initial Mortgage Loans; and this Agreement and the related
Subsequent Transfer Agreement, when executed, will constitute a valid transfer and assignment to the Issuer of
all right, title and interest of [ ] in and to the related Subsequent Mortgage Loans, including the Cut-Off
Date Principal Balances existing on the related Subsequent Cut-Off Date and thereafter all Additional Balances
arising to and including the day immediately preceding the Rapid Amortization Period, all monies due or to become
due with respect thereto, and all proceeds of such Subsequent Cut-Off Date Principal Balances and such funds as
are from time to time deposited in the Custodial Account (excluding any investment earnings thereon) as assets of
the Trust and all other property specified in the definition of "Trust" as being part of the corpus of the Trust
conveyed to the Purchaser by [ ], and upon payment for the Additional Balances with respect to any of the
Mortgage Loans, will constitute a valid transfer and assignment to the Purchaser (or the Issuer in the case of
any Additional Balances relating to Subsequent Mortgage Loans) of all right, title and interest of [ ] in and
to the Additional Balances, all monies due or to become due with respect thereto, and all proceeds of such
Additional Balances and all other property specified in the definition of "Trust" relating to the Additional
Balances; and
(ix) [ ] is not in default with respect to any order or decree of any court or any order, regulation or
demand of any federal, state, municipal or governmental agency, which default might have consequences that would
materially and adversely affect the condition (financial or otherwise) or operations of [ ] or its properties
or might have consequences that would materially adversely affect its performance hereunder;
(b) As to each Initial Mortgage Loan (except as otherwise specified below) as of the Closing Date,
or with respect to each Subsequent Mortgage Loan as of the related Subsequent Transfer Date (except as otherwise
specified below):
(i) The information set forth in the Mortgage Loan Schedule with respect to each Mortgage Loan or the
Mortgage Loans is true and correct in all material respects as of the date or dates respecting which such
information is initially furnished;
(ii) With respect to each of the [ ] Initial Mortgage Loans or, as applicable, any the Subsequent Mortgage
Loans sold by [ ] as of each Prior Transfer Date: (A) the related Loan Agreement and the Mortgage had not been
assigned or pledged, except for any assignment or pledge that has been satisfied and released, (B) immediately
prior to the assignment of such Mortgage Loans to [ ], [ ] had good title thereto and (C) immediately prior
to such assignment, [ ] was the sole owner and holder of the Mortgage Loan free and clear of any and all
liens, encumbrances, pledges, or security interests (other than, with respect to any Mortgage Loan in a second
lien position, the lien of the related first mortgage) of any nature and had full right and authority, under all
governmental and regulatory bodies having jurisdiction over the ownership of the applicable Mortgage Loan, to
sell and assign the same pursuant to the related [ ] Purchase Agreement;
(iii) With respect to the [ ] Initial Mortgage Loans or, as applicable, any Subsequent Mortgage Loans sold
by [ ] as of each respective Subsequent Transfer Date: (A) the related Loan Agreement and the Mortgage have
not been assigned or pledged, except for any assignment or pledge that has been satisfied and released,
(B) immediately prior to the assignment of the Mortgage Loans to the Purchaser(or to the Issuer in the case of the
Subsequent Mortgage Loans sold by [ ]), [ ] had good title thereto and (C) [ ] is the sole owner and
holder of the Mortgage Loan free and clear of any and all liens, encumbrances, pledges, or security interests
(other than, with respect to any Mortgage Loan in a second lien position, the lien of the related first mortgage)
of any nature and has full right and authority, under all governmental and regulatory bodies having jurisdiction
over the ownership of the applicable Mortgage Loans to sell and assign the same pursuant to this Agreement or the
related Subsequent Transfer Agreement, as applicable;
(iv) To the best of [ ]'s knowledge, there is no valid offset, defense or counterclaim of any obligor
under any Loan Agreement or Mortgage;
(v) To the best of [ ]'s knowledge, there is no delinquent recording or other tax or fee or assessment
lien against any related Mortgaged Property;
(vi) To the best of [ ]'s knowledge, there is no proceeding pending or threatened for the total or partial
condemnation of the related Mortgaged Property;
(vii) To the best of [ ]'s knowledge, there are no mechanics' or similar liens or claims which have been
filed for work, labor or material affecting the related Mortgaged Property which are, or may be liens prior or
equal to, or subordinate with, the lien of the related Mortgage, except liens which are fully insured against by
the title insurance policy referred to in clause (xi);
(viii) As of the Cut-Off Date or related Subsequent Cut-Off Date, no Mortgage Loan was 30 days or more
delinquent in payment of principal or interest;
(ix) With respect to the [ ] Initial Mortgage Loans or, as applicable, any Subsequent Mortgage Loans sold
by [ ], the related Mortgage File contains or will contain, in accordance with the definition of "Mortgage
File" in Appendix A to the Indenture, each of the documents and instruments specified to be included therein (it
being understood that the Custodian maintains the Loan Agreement related to each Mortgage File and the Servicer
maintains the remainder of the items to be included in the Mortgage File pursuant to the terms of this Agreement);
(x) To the best of the [ ]'s knowledge, the related Loan Agreement and the related Mortgage at the time
it was made complied in all material respects with applicable local, state and federal laws, including, but not
limited to, applicable predatory lending laws;
(xi) A title search or other assurance of title customary in the relevant jurisdiction was obtained with
respect to each Mortgage Loan;
(xii) None of the Mortgaged Properties is a mobile home or a manufactured housing unit that is not permanently
attached to its foundation;
(xiii) As of the Cut-Off Date, (a) no more than approximately [ ]%, [ ]%, [ ]%, [ ]%, [ ]% and [ ]% of
the Initial Mortgage Loans, by Cut-Off Date Principal, are secured by Mortgaged Properties located in [ ]%,
[ ]%, [ ]%, [ ]%, [ ]%and [ ]%, respectively;
(xiv) As of the Cut-Off Date or Subsequent Cut-Off Date, the Combined Loan-to-Value Ratio for each Mortgage
Loan was not in excess of 100.00%;
(xv) [ ] has not transferred the [ ] Initial Mortgage Loans to the Purchaser or any Subsequent Mortgage
Loans to the Issuer with any intent to hinder, delay or defraud any of its creditors;
(xvi) As of the Cut-Off Date, no more than approximately [ ]% of the Initial Mortgage Loans, by Cut-Off Date
Principal Balance, are secured by Mortgaged Properties which may have been appraised using a statistical property
evaluation method and all of the appraisals on such Mortgaged Properties have been delivered by [ ] (also
known as [ ]); no more than approximately [ ]% of the Initial Mortgage Loans, by Cut-Off Date Principal
Balance, are secured by Mortgaged Properties which may have been appraised using the [ ] Stated Value method;
[ ]% of the Initial Mortgage Loans, by Cut-Off Date Principal Balance, are secured by Mortgaged Properties which
may have been appraised using a tax assessment; no more than approximately [ ]% of the Initial Mortgage Loans,
by Cut-Off Date Principal Balance, are secured by Mortgaged Properties which may have been appraised using a
broker price opinion; no more than approximately [ ]% of the Initial Mortgage Loans, by Cut-Off Date Principal
Balance, are secured by Mortgaged Properties which may have been appraised using a URAR Form 1004; no more than
approximately [ ]% of the Initial Mortgage Loans, by Cut-Off Date Principal Balance, are secured by Mortgaged
Properties which may have been appraised using a Drive-By Form 704; no more than approximately [ ]% of the
Initial Mortgage Loans, by Cut-Off Date Principal Balance, are secured by Mortgaged Properties which may have
been appraised using Form 2055 (Exterior Only); no more than approximately [ ]% of the Initial Mortgage Loans,
by Cut-Off Date Principal Balance, are secured by Mortgaged Properties which may have been appraised using a Form
2055 (with Interior Inspection), and no more than approximately [ ]% of the Initial Mortgage Loans, by Cut-Off
Date Principal Balance, are secured by Mortgaged Properties which may have been appraised using a Form 2065.
(xvii) The minimum monthly payment with respect to any Mortgage Loan is not less than the interest accrued at
the applicable Loan Rate on the average daily Principal Balance during the interest period relating to the date
on which such minimum monthly payment is due;
(xviii) Within a loan type, and except as required by applicable law, each Loan Agreement and each Mortgage is
an enforceable obligation of the related Mortgagor;
(xix) To the best knowledge of [ ], the physical property subject to each Mortgage is free of material
damage and is in acceptable repair;
(xx) [ ] has not received a notice of default of any senior mortgage loan related to a Mortgaged Property
which has not been cured by a party other than the Servicer;
(xxi) Each Mortgage Loan has a substantially similar definition of the prime rate as the Index applicable to
the related Loan Rate;
(xxii) None of the Mortgage Loans is a reverse mortgage loan;
(xxiii) No Initial Mortgage Loan has an original term to maturity in excess of 360 months. Interest rate
adjustments for the Mortgage Loans prior to the Cut-Off Date or Subsequent Cut-Off Date were made in compliance
with the related Mortgage and Loan Agreement. Over the term of any Mortgage Loan, the Loan Rate may not exceed
the related Maximum Loan Rate, if any;
(xxiv) As of the Cut-Off Date, the Initial Mortgage Loans have Maximum Loan Rates which range between [ ]
and the maximum interest rate allowed under the applicable state law. The current Gross Margins for the Initial
Mortgage Loans range between [ ] and [ ], and the weighted average Gross Margin for the Mortgage Loans is
approximately [ ]% (not including teaser rates) as of the Cut-Off Date. As of the Cut-Off Date, the Loan
Rates on the Initial Mortgage Loans range between [ ] (not including teaser rates) and [ ]. As of the
Cut-Off Date, the weighted average Loan Rate for the Initial Mortgage Loans is approximately [ ] (not
including teaser rates). The weighted average remaining term to scheduled maturity of the Initial Mortgage Loans
on a contractual basis as of the Cut-Off Date is approximately [ ] months;
(xxv) (A) Each Mortgaged Property consists of a single parcel of real property with a single family or two- to
four-family residence erected thereon, or an individual condominium unit, planned unit development unit or
manufactured housing unit. (B) With respect to the Initial Mortgage Loans, (a) approximately [ ]% (by Cut-Off
Date Principal Balance) are secured by real property with a single family residence erected thereon,
(b) approximately [ ]% (by Cut-Off Date Principal Balance) are secured by real property improved by planned
development units, (c) approximately [ ]% (by Cut-Off Date Principal Balance) are secured by real property
improved by individual condominium units, (d) approximately [ ]% (by Cut-Off Date Principal Balance) are secured
by real property with a two- to four-family residence erected thereon, (e) approximately [ ]% (by Cut-Off Date
Principal Balance) are secured by real property improved by townhouses, and (f) [ ]% are secured by real
property improved by manufactured housing;
(xxvi) As of the Cut-Off Date, (A) the Credit Limits range between approximately $[ ] and $[ ] with an
average of $[ ], and (B) no Initial Mortgage Loan had a principal balance in excess of $[ ];
(xxvii) No more than approximately [ ]% of the Initial Mortgage Loans, by aggregate Principal Balance as of
the Cut-Off Date, are secured by second liens;
(xxviii) A policy of hazard insurance and flood insurance, if applicable, was required from the Mortgagor for the
Mortgage Loan when the Mortgage Loan was originated;
(xxix) Other than with respect to a payment default, there is no material default, breach, violation or event
of acceleration existing under the terms of any Loan Agreement or Mortgage and, to the best of [ ]'s
knowledge, no event which, with notice and expiration of any grace or cure period, would constitute a material
default, breach, violation or event of acceleration under the terms of any Loan Agreement or Mortgage, and no
such material default, breach, violation or event of acceleration has been waived by [ ] involved in
originating or servicing the related Mortgage Loan;
(xxx) No instrument of release or waiver has been executed by [ ] or, to the best knowledge of [ ], by
any other person, in connection with the Mortgage Loans, and no Mortgagor has been released by [ ] or, to the
best knowledge of [ ], by any other person, in whole or in part from its obligations in connection therewith;
(xxxi) With respect to each Mortgage Loan secured by a second lien, either (a) no consent for such Mortgage
Loan was required by the holder or holders of the related prior lien, (b) such consent has been obtained and is
contained in the related Mortgage File or (c) no consent for such Mortgage Loan was required by relevant law;
(xxxii) With respect to each Mortgage Loan, to the extent permitted by applicable law, the related Mortgage
contains a customary provision for the acceleration of the payment of the unpaid Principal Balance of the
Mortgage Loan in the event the related Mortgaged Property is sold without the prior consent of the mortgagee
thereunder;
(xxxiii) No Mortgage Loan provides for payments that are subject to reduction by withholding taxes levied by
foreign (non-United States) sovereign government;
(xxxiv) None of the Mortgage Loans are "high cost loans" subject to the Home Ownership and Equity Protection Act
of 1994;
(xxxv) As of the Cut-Off Date, none of the Mortgage Loans are "High Cost Loans" or "Covered Loans" (as such
terms are defined in the current version of Appendix E to the Standard & Poor's LEVELS Glossary in effect as of
the Closing Date);
(xxxvi) None of the Initial Mortgage Loans are secured by Mortgaged Properties located in the State of Georgia
and no Subsequent Mortgage Loan shall be secured by Mortgaged Properties located in the State of Georgia if such
Mortgage Loan was originated prior to [ ] and subsequent to [ ]; and
(xxxvii) [ ] used no selection procedures that identified the Mortgage Loans as being less desirable or
valuable than other comparable mortgage loans originated or acquired by [ ] under the Home Equity Program.
The Mortgage Loans are representative of [ ]'s portfolio of home equity lines of credit that were originated
under the Home Equity Program.
With respect to this Section 3.1(b), representations made by [ ] with respect to the [ ]
Initial Mortgage Loans, made as of the Cut-Off Date or the Closing Date or with respect to the Subsequent
Mortgage Loans sold by [ ] and made as of the Subsequent Cut-Off Date or the Subsequent Transfer Date, are
made by [ ] in its capacity as Servicer. Representations made by [ ] with respect to the [ ] Initial
Mortgage Loans or the Subsequent Mortgage Loans sold by [ ] and made as of any other date, are made by [ ]
in its capacity as Seller.
(c) [Reserved].
(d) [ ] Representations and Warranties. [ ] represents and warrants to the Purchaser, as of
the Closing Date and as of each Subsequent Transfer Date:
(I) As to [ ]:
(i) [ ] is a Delaware statutory trust duly organized, validly existing and in good standing under the
laws of the State of Delaware;
(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 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
violate [ ]'s organizational documents or constitute a material default (or an event which, with notice or
lapse of time, or both, would constitute a material default) under, or result in the material breach of, any
material contract, agreement or other instrument to which [ ] is a party or which may be applicable to [ ]
or any of its assets;
(v) No litigation before any court, tribunal or governmental body is currently pending, or to the knowledge
of [ ] threatened, against [ ] or with respect to this Agreement or any Subsequent Transfer Agreement that
in the opinion of [ ] has a reasonable likelihood of resulting in a material adverse effect on the
transactions contemplated by this Agreement or any Subsequent Transfer Agreement;
(vi) This Agreement and each Subsequent Transfer Agreement to which it is a party constitutes a legal, valid
and binding obligation of [ ], enforceable against [ ] in accordance with its terms, except as
enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar
laws now or hereafter in effect affecting the enforcement of creditors' rights in general and except as such
enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in
equity) or by public policy with respect to indemnification under applicable securities laws;
(vii) This Agreement constitutes a valid transfer and assignment to the Purchaser of all right, title and
interest of [ ] in and to the [ ] Initial Mortgage Loans, including the Cut-Off Date Principal Balances
with respect to the [ ] Initial Mortgage Loans, all Additional Balances thereafter arising, all monies due or
to become due with respect thereto, and all proceeds of such Cut-Off Date Principal Balances with respect to the
[ ] Initial Mortgage Loans; and this Agreement and the related Subsequent Transfer Agreement, when executed,
will constitute a valid transfer and assignment to the Issuer of all right, title and interest of [ ] in and
to the related Subsequent Mortgage Loans, including the Cut-Off Date Principal Balances existing on the related
Subsequent Cut-Off Date and all Additional Balances thereafter arising, all monies due or to become due with
respect thereto, and all proceeds thereof and such funds as are from time to time deposited in the Custodial
Account (excluding any investment earnings thereon) as assets of the Trust and all other property specified in
the definition of "Trust" as being part of the corpus of the Trust conveyed to the Purchaser by [ ]; and
(viii) [ ] is not in default with respect to any order or decree of any court or any order, regulation or
demand of any federal, state, municipal or governmental agency, which default might have consequences that would
materially and adversely affect the condition (financial or otherwise) or operations of [ ] or its properties
or might have consequences that would materially adversely affect its performance hereunder.
(II) As to the [ ] Initial Mortgage Loans as of the Closing Date, or with respect to each
Subsequent Mortgage Loan as of the related Subsequent Transfer Date:
(i) With respect to the [ ] Initial Mortgage Loans or, as applicable, any Subsequent Mortgage Loans sold
by [ ]: (A) the related Loan Agreement and the Mortgage have not been assigned or pledged, except for any
assignment or pledge that has been satisfied and released, (B) immediately prior to the assignment of such
Mortgage Loans to the Purchaser (or to the Issuer in the case of the Subsequent Mortgage Loans sold by [ ]),
[ ] had good title thereto and (C) [ ] is the sole owner and holder of the Mortgage Loan free and clear of
any and all liens, encumbrances, pledges, or security interests (other than, with respect to any Mortgage Loan in
a second lien position, the lien of the related first mortgage) of any nature and has full right and authority,
under all governmental and regulatory bodies having jurisdiction over the ownership of the applicable Mortgage
Loans to sell and assign the same pursuant to this Agreement;
(ii) For each [ ] Initial Mortgage Loans or, as applicable, any Subsequent Mortgage Loans sold by [ ],
the related Mortgage File contains or will contain each of the documents and instruments specified to be included
therein in the definition of "Mortgage File" in Appendix A to the Indenture (it being understood that the
Custodian maintains the Loan Agreement related to each Mortgage File and the Servicer maintains the remainder of
the items to be included in the Mortgage File pursuant to the terms of this Agreement);
(iii) [ ] has not transferred the [ ] Initial Mortgage Loans to the Purchaser with any intent to hinder,
delay or defraud any of its creditors; and
(iv) No instrument of release or waiver has been executed by [ ] in connection with the [ ] Initial
Mortgage Loans, and no Mortgagor has been released by [ ], in whole or in part, from its obligations in
connection therewith.
(e) Remedies. Upon discovery by any Seller or [ ] or upon notice from the Purchaser, the
Enhancer, the Issuer, the Owner Trustee, the Indenture Trustee or the Custodian, as applicable, of a breach of
such Seller's or [ ]'s respective representations or warranties in paragraphs (a) or (d)(I) above that
materially and adversely affects the interests of the Securityholders or the Enhancer, as applicable, in any
Mortgage Loan, [ ] or [ ], as applicable, shall, within 90 days of its discovery or its receipt of notice
of such breach, either (i) cure such breach in all material respects or (ii) to the extent that such breach is
with respect to a Mortgage Loan or a Related Document, either (A) repurchase such Mortgage Loan from the Issuer
at the Repurchase Price, or (B) substitute one or more Eligible Substitute Loans for such Mortgage Loan, in each
case in the manner and subject to the conditions and limitations set forth below.
Upon discovery by any Seller or [ ] or upon notice from the Purchaser, the Enhancer, the Issuer,
[ ], the Owner Trustee, the Indenture Trustee or the Custodian, as applicable, of a breach of a Seller's or
[ ]'s representations or warranties in paragraphs (b) or (d)(II) above, with respect to any Mortgage Loan, or
upon the occurrence of a Repurchase Event, that materially and adversely affects the interests of the
Securityholders, the Enhancer or the Purchaser in such Mortgage Loan (notice of which shall be given to the
Purchaser by the respective Seller or [ ], if it discovers the same), notwithstanding such Seller's or
[ ]'s lack of knowledge with respect to the substance of such representation and warranty, such Seller or
[ ], as the case may be, shall, within 90 days after the earlier of its discovery or receipt of notice thereof,
either cure such breach or Repurchase Event in all material respects or either (i) repurchase such Mortgage Loan
from the Issuer at the Repurchase Price, or (ii) substitute one or more Eligible Substitute Loans for such
Mortgage Loan, in each case in the manner and subject to the conditions set forth below. The Repurchase Price
for any such Mortgage Loan repurchased by such Seller or [ ] shall be deposited or caused to be deposited by
the Servicer into the Custodial Account. Any purchase of a Mortgage Loan due to a Repurchase Event shall be the
obligation of [ ].
In furtherance of the foregoing, if [ ] or the Seller that repurchases or substitutes a Mortgage Loan
is not a member of MERS and the Mortgage is registered on the MERS® System, [ ], at its own expense and
without any right of reimbursement, shall cause MERS to execute and deliver an assignment of the Mortgage in
recordable form to transfer the Mortgage from MERS to [ ] or the Seller and shall cause such Mortgage to be
removed from registration on the MERS® System in accordance with MERS' rules and regulations.
In the event that any Seller elects to substitute an Eligible Substitute Loan or Loans for a Deleted
Loan pursuant to this Section 3.1, such Seller shall deliver to the Custodian on behalf of the Issuer, with
respect to such Eligible Substitute Loan or Loans, the original Loan Agreement, with the Loan Agreement endorsed
as required under the definition of "Mortgage File" and shall deliver the other documents required to be part of
the Mortgage File to the Servicer. No substitution will be made in any calendar month after the Determination
Date for such month. Minimum Monthly Payments due with respect to Eligible Substitute Loans in the month of
substitution shall not be part of the Trust Estate and will be retained by the Servicer and remitted by the
Servicer to such Seller on the next succeeding Payment Date, provided that a payment at least equal to the
applicable Minimum Monthly Payment for such month in respect of the Deleted Loan has been received by the
Issuer. For the month of substitution, distributions to the Note Payment Account pursuant to the Servicing
Agreement will include the Minimum Monthly Payment due on a Deleted Loan for such month and thereafter such
Seller shall be entitled to retain all amounts received in respect of such Deleted Loan. The Servicer shall
amend or cause to be amended the Mortgage Loan Schedule to reflect the removal of such Deleted Loan and the
substitution of the Eligible Substitute Loan or Loans and the Servicer shall deliver the amended Mortgage Loan
Schedule to the Owner Trustee, the Indenture Trustee and the Enhancer. Upon such substitution, the Eligible
Substitute Loan or Loans shall be subject to the terms of this Agreement and the Servicing Agreement in all
respects, [ ] shall be deemed to have made the representations and warranties with respect to the Eligible
Substitute Loan contained herein set forth in Section 3.1(b) (other than clauses (viii) (xiii), (xxiv), (xxv)(B),
(xxvi) and (xxvii) thereof and other than clauses (iii) and (ix) thereof in the case of Eligible Substitute Loans
substituted by [ ]); if the Seller is [ ], [ ] shall be deemed to have made the representations and
warranties set forth in Section 3.1(d)(II); in each case, as of the date of substitution, and the related Seller
shall be deemed to have made a representation and warranty that each Mortgage Loan so substituted is an Eligible
Substitute Loan as of the date of substitution. In addition, [ ] shall be obligated to repurchase or
substitute for any Eligible Substitute Loan as to which a Repurchase Event has occurred as provided herein. In
connection with the substitution of one or more Eligible Substitute Loans for one or more Deleted Loans, the
Servicer shall determine the amount (such amount, a "Substitution Adjustment Amount"), if any, by which the
aggregate principal balance of all such Eligible Substitute Loans as of the date of substitution is less than the
aggregate principal balance of all such Deleted Loans (after application of the principal portion of the Minimum
Monthly Payments due in the month of substitution that are to be distributed to the Note Payment Account in the
month of substitution). Such Seller shall deposit the amount of such shortfall into the Custodial Account on the
date of substitution, without any reimbursement therefor.
Upon receipt by the Indenture Trustee on behalf of the Issuer and the Custodian of written notification,
signed by a Servicing Officer, of the deposit of such Repurchase Price or of such substitution of an Eligible
Substitute Loan (together with the complete related Mortgage File) and deposit of any applicable Substitution
Adjustment Amount as provided above, the Custodian, on behalf of the Indenture Trustee, shall (i) release to such
Seller or [ ], as the case may be, the related Loan Agreement for the Mortgage Loan being repurchased or
substituted for, (ii) cause the Servicer to release to such Seller any remaining documents in the related
Mortgage File which are held by the Servicer, and (iii) the Indenture Trustee on behalf of the Issuer shall
execute and deliver such instruments of transfer or assignment prepared by the Servicer, in each case without
recourse, as shall be necessary to vest in such Seller or [ ], as the case may be, or its respective designee
such Mortgage Loan released pursuant hereto and thereafter such Mortgage Loan shall not be an asset of the Issuer.
It is understood and agreed that the obligation of each Seller and [ ] to cure any breach, or to
repurchase or substitute for any Mortgage Loan as to which such a breach has occurred and is continuing, shall
constitute the sole remedy respecting such breach available to the Purchaser, the Issuer, the Certificateholders
(or the Owner Trustee on behalf of the Certificateholders) and the Noteholders (or the Indenture Trustee on
behalf of the Noteholders) against such Seller and [ ].
It is understood and agreed that the representations and warranties set forth in this Section 3.1 shall
survive delivery of the respective Mortgage Files to the Issuer or the Custodian.
ARTICLE IV
SELLERS' COVENANTS
Section 4.1 Covenants of the Sellers. Each Seller hereby covenants that, except for the transfer hereunder
and as of any Subsequent Transfer Date, it will not sell, pledge, assign or transfer to any other Person, or
grant, create, incur or assume any Lien on any Mortgage Loan, or any interest therein, except with respect to any
Excluded Amount. Each Seller shall notify the Issuer (in the case of the Initial Mortgage Loans, as assignee of
the Purchaser), of the existence of any Lien (other than as provided above) on any Mortgage Loan immediately upon
discovery thereof; and each Seller shall defend the right, title and interest of the Issuer (in the case of the
Initial Mortgage Loans, as assignee of the Purchaser) in, to and under the Mortgage Loans against all claims of
third parties claiming through or under such Seller; provided, however, that nothing in this Section 4.1 shall be
deemed to apply to any Liens for municipal or other local taxes and other governmental charges if such taxes or
governmental charges shall not at the time be due and payable or if any Seller shall currently be contesting the
validity thereof in good faith by appropriate Proceedings.
ARTICLE V
SERVICING
Section 5.1 Servicing. [ ] shall service the Mortgage Loans pursuant to the terms and conditions of the
Servicing Agreement and the Program Guide and shall service the Mortgage Loans directly or through one or more
sub-servicers in accordance therewith.
ARTICLE VI
LIMITATION ON LIABILITY OF THE SELLERS
Section 6.1 Limitation on Liability of the Sellers. None of the directors, officers, employees or agents
of [ ] or [ ] shall be under any liability to the Purchaser or the Issuer, it being expressly understood
that all such liability is expressly waived and released as a condition of, and as consideration for, the
execution of this Agreement and any Subsequent Transfer Agreement. Except as and to the extent expressly
provided in the Servicing Agreement, [ ] and [ ] shall not be under any liability to the Issuer, the Owner
Trustee, the Indenture Trustee or the Securityholders. [ ] or [ ] and any director, officer, employee or
agent of [ ] or [ ] may rely in good faith on any document of any kind prima facie properly executed and
submitted by any Person respecting any matters arising hereunder.
ARTICLE VII
TERMINATION
Section 7.1 Termination. The obligations and responsibilities of the parties hereto shall terminate upon
the termination of the Trust Agreement.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1 Amendment. This Agreement may be amended from time to time by the parties hereto by written
agreement with the prior written consent of the Enhancer (which consent shall not be unreasonably withheld.
Section 8.2 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Section 8.3 Notices. All demands, notices and communications hereunder shall be in writing and shall be
deemed to have been duly given if personally delivered at or mailed by registered mail, postage prepaid,
addressed as follows:
(a) if to the [ ]:
__________________________
__________________________
__________________________
__________________________
__________________________;
(b) if to [ ]:
__________________________
__________________________
__________________________
__________________________
__________________________;
(c) if to the Purchaser:
GreenPoint Mortgage Securities LLC
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇ #▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: [____________]
Re: Home Equity Loan Trust [ ]-[ ];
(d) if to the Indenture Trustee:
__________________________
__________________________
__________________________
__________________________
__________________________;
(e) if to the Issuer:
__________________________
__________________________
__________________________
__________________________
__________________________;; or
(f) if to the Enhancer:
__________________________
__________________________
__________________________
__________________________
__________________________;;
or, with respect to any of the foregoing Persons, at such other address as may hereafter be furnished to the
other foregoing Persons in writing.
Section 8.4 Severability of Provisions. If any one or more of the covenants, agreements, provisions or
terms of this Agreement shall be held invalid for any reason whatsoever, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants, agreements, provisions or terms of
this Agreement and shall in no way affect the validity of enforceability of the other provisions of this
Agreement.
Section 8.5 Relationship of Parties. Nothing herein contained shall be deemed or construed to create a
partnership or joint venture among the parties hereto, and the services of the [ ] shall be rendered as an
independent contractor and not as agent for the Purchaser.
Section 8.6 Counterparts. This Agreement may be executed in any number of counterparts, each of which,
when so executed, shall be deemed to be an original and such counterparts, together, shall constitute one and the
same agreement.
Section 8.7 Further Agreements. The parties hereto each agree to execute and deliver to the other such
additional documents, instruments or agreements as may be necessary or appropriate to effectuate the purposes of
this Agreement.
Section 8.8 Intention of the Parties. It is the intention of the parties hereto that the Purchaser will be
purchasing on the Closing Date, and the Sellers will be selling on the Closing Date, the Initial Mortgage Loans,
rather than the Purchaser providing a loan to the Sellers secured by the Initial Mortgage Loans on the Closing
Date; and that the Issuer will be purchasing on each Subsequent Transfer Date, and the Sellers will be selling on
each Subsequent Transfer Date, the related Subsequent Mortgage Loans, rather than the Issuer providing a loan to
the Sellers secured by the related Subsequent Mortgage Loans on each Subsequent Transfer Date. Accordingly, the
parties hereto each intend to treat this transaction for federal income tax purposes as (i) a sale by the
Sellers, and a purchase by the Purchaser, of the Initial Mortgage Loans on the Closing Date and (ii) a sale by
the Sellers, and a purchase by the Issuer, of the related Subsequent Mortgage Loans on each Subsequent Transfer
Date. The Purchaser and the Issuer shall each have the right to review the Mortgage Loans and the Related
Documents to determine the characteristics of the Mortgage Loans which will affect the federal income tax
consequences of owning the Mortgage Loans, and each Seller shall cooperate with all reasonable requests made by
the Purchaser or the Issuer in the course of such review.
Section 8.9 Successors and Assigns; Assignment of this Agreement.
(a) This Agreement shall bind and inure to the benefit of and be enforceable by the parties hereto and their
respective permitted successors and assigns. The obligations of each Seller under this Agreement cannot be
assigned or delegated to a third party without the consent of the Enhancer and the Purchaser (and the Issuer with
respect to the transfer of any Subsequent Mortgage Loans), which consent shall be at the Purchaser's sole
discretion (and the Issuer's sole discretion with respect to the transfer of any Subsequent Mortgage Loans);
provided, that each Seller may assign its obligations hereunder to any Affiliate of such Seller, to any Person
succeeding to the business of such Seller, to any Person into which such Seller is merged and to any Person
resulting from any merger, conversion or consolidation to which such Seller is a party. The parties hereto
acknowledge that (i) the Purchaser is acquiring the Initial Mortgage Loans for the purpose of contributing them
to the Home Equity Loan Trust [ ]-[ ] and (ii) the Issuer is acquiring the Subsequent Mortgage Loans for the
purpose of pledging the Subsequent Mortgage Loans to the Indenture Trustee for the benefit of the Noteholders and
the Enhancer.
(b) As an inducement to the Purchaser and the Issuer to purchase the Initial Mortgage Loans and to the
Issuer to purchase any Subsequent Mortgage Loans, each Seller acknowledges and consents to (i) the assignment by
the Purchaser to the Issuer of all of the Purchaser's rights against any Seller pursuant to this Agreement
insofar as such rights relate to the Initial Mortgage Loans transferred to the Issuer and to the enforcement or
exercise of any right or remedy against any of the Sellers pursuant to this Agreement by the Issuer, (ii) the
enforcement or exercise of any right or remedy against any of the Sellers pursuant to this Agreement by or on
behalf of the Issuer and (iii) the Issuer's pledge of its interest in this Agreement to the Indenture Trustee and
the enforcement by the Indenture Trustee of any such right or remedy against any Seller following an Event of
Default under the Indenture. Such enforcement of a right or remedy by the Issuer, the Owner Trustee, the
Enhancer or the Indenture Trustee, as applicable, shall have the same force and effect as if the right or remedy
had been enforced or exercised by the Purchaser or the Issuer directly.
Section 8.10 Survival. The representations and warranties made herein by each Seller and the provisions of
Article VI hereof shall survive the purchase of the Initial Mortgage Loans hereunder and any transfer of
Subsequent Mortgage Loans pursuant to this Agreement and the related Subsequent Transfer Agreement.
Section 8.11 Third Party Beneficiary. The Enhancer shall be a third party beneficiary hereof and shall be
entitled to enforce the provisions of this Agreement as if a party hereto.
IN WITNESS WHEREOF, the parties hereto have caused their names to be signed to this Mortgage Loan
Purchase Agreement by their respective officers thereunto duly authorized as of the day and year first above
written.
GREENPOINT MORTGAGE SECURITIES LLC, as Purchaser
By: ______________________________________________
Name:
Title:
__________________________________,
as Seller and Servicer
By: _______________________________________________
Name:
Title:
__________________________________, as Seller
By: __________________________________,
not in its individual capacity but solely as
Owner Trustee
By: _______________________________________________
Name:
Title:
[Signatures Continue On Following Page]
HOME EQUITY LOAN TRUST [ ]-[ ], as Issuer
By: __________________________________,
not in its individual capacity but solely as
Owner Trustee
By: _______________________________________________
Name:
Title:
__________________________________, as Indenture Trustee
By: ________________________________________________
Name:
Title:
EXHIBIT 1
MORTGAGE LOAN SCHEDULE
[On file with [ ] and Servicer]
EXHIBIT 2
FORM OF SUBSEQUENT TRANSFER AGREEMENT
Pursuant to this Subsequent Transfer Agreement No. __________ (the "Agreement"), dated as of
___________________,_____________, between [_________], as seller (the "Seller"), and Home Equity Loan Trust
[ ]-[ ], as issuer (the "Issuer"), and pursuant to the mortgage loan purchase agreement dated as of
_______________ (the "Mortgage Loan Purchase Agreement"), among __________________, as a seller and servicer,
_______________, as a Seller, GreenPoint Mortgage Securities LLC, as purchaser (the "Purchaser"), the Issuer and
_______________, as indenture trustee (the "Indenture Trustee"), the Seller and the Issuer agree to the sale by
the Seller and the purchase by the Issuer of the mortgage loans listed on the attached Schedule of Subsequent
Mortgage Loans (the "Subsequent Mortgage Loans").
Capitalized terms used and not defined herein have their respective meanings as set forth in Appendix A
to the indenture dated as of _______________, between the Issuer and the Indenture Trustee, which meanings are
incorporated by reference herein. All other capitalized terms used herein shall have the meanings specified
herein.
Section 1. Sale of Subsequent Mortgage Loans.
(a) The Seller does hereby sell, transfer, assign, set over and convey to the Issuer, without
recourse, all of its right, title and interest in and to the Subsequent Mortgage Loans (including the Subsequent
Cut-Off Date Principal Balance now existing and all Additional Balances thereafter arising to and including the
date immediately preceding the commencement of the Rapid Amortization Period), all principal received and
interest thereon on and after the Subsequent Cut-Off Date, all monies due or to become due thereon and all items
with respect to the Subsequent Mortgage Loans to be delivered pursuant to Section 2.2 of the Mortgage Loan
Purchase Agreement; provided, however, that the Seller reserves and retains all right, title and interest in and
to principal received and interest accruing on the Subsequent Mortgage Loans prior to the Subsequent Cut-Off
Date. The Seller, contemporaneously with the delivery of this Agreement, has delivered or caused to be delivered
to the Indenture Trustee each item set forth in Section 2.2 of the Mortgage Loan Purchase Agreement.
The transfer to the Issuer by the Seller of the Subsequent Mortgage Loans identified on the Mortgage
Loan Schedule shall be absolute and is intended by the parties hereto to constitute a sale by the Seller to the
Issuer on the Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent
Mortgage Loans, and other property as and to the extent described above, and the Issuer hereby acknowledges such
transfer. In the event the transactions set forth herein shall be deemed not to be a sale, the Seller hereby
grants to the Issuer as of the Subsequent Transfer Date a security interest in all of the Seller's right, title
and interest in, to and under all accounts, chattel papers, general intangibles, contract rights, certificates of
deposit, deposit accounts, instruments, documents, letters of credit, money, payment intangibles, advices of
credit, investment property, goods and other property consisting of, arising under or related to the Subsequent
Mortgage Loans, and such other property, to secure all of the Issuer's obligations hereunder, and this Agreement
shall constitute a security agreement under applicable law. The Seller agrees to take or cause to be taken such
actions and to execute such documents, including without limitation the filing of all necessary UCC-1 financing
statements filed in the State of [ ] (which shall be submitted for filing as of the 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 the Seller or the filing of any additional UCC-1 financing statements due
to the change in the principal office or jurisdiction of incorporation of the Seller, as are necessary to perfect
and protect the Issuer's interests in each Subsequent Mortgage Loan and the proceeds thereof.
(b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans, this
Agreement and the Mortgage Loan Purchase Agreement shall be borne by the Seller.
(c) Additional terms of the sale are set forth on Attachment A hereto.
Section 2. Representations and Warranties; Conditions Precedent.
(a) The Seller hereby affirms the representations and warranties made by it and set forth in
Section 3.1 of the Mortgage Loan Purchase Agreement that relate to the Seller or the Subsequent Mortgage Loans as
of the date hereof. The Seller hereby confirms that each of the conditions set forth in Section 2.2(b) of the
Mortgage Loan Purchase Agreement are satisfied as of the date hereof and further represents and warrants that
each Subsequent Mortgage Loan complies with the requirements of this Agreement and Section 2.2(c) of the Mortgage
Loan Purchase Agreement. [ ], as Servicer of the Subsequent Mortgage Loans hereby affirms the representations
and warranties made by it regarding the Subsequent Mortgage Loans as set forth in Section 3.1 of the Mortgage
Loan Purchase Agreement.
(b) The Seller is solvent, is able to pay its debts as they become due and has capital sufficient
to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and
delivery of this Instrument or by the performance of its obligations hereunder nor is it aware of any pending
insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Seller
prior to the date hereof.
(c) All terms and conditions of the Mortgage Loan Purchase Agreement relating to the Subsequent
Mortgage Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the
provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase
Agreement.
Section 3. Recordation of Instrument. To the extent permitted by applicable law or a memorandum
thereof if permitted under applicable law, this Agreement is subject to recordation in all appropriate public
offices for real property records in all of the counties or other comparable jurisdictions in which any or all of
the properties subject to the related Mortgages are situated, and in any other appropriate public recording
office or elsewhere, such recordation to be effected by the Servicer at the Noteholders' expense on direction of
the Noteholders of Notes representing not less than a majority of the aggregate Note Balance of the Notes or the
Enhancer, but only when accompanied by an Opinion of Counsel to the effect that such recordation materially and
beneficially affects the interests of the Noteholders or the Enhancer or is necessary for the administration or
servicing of the Subsequent Mortgage Loans.
Section 4. GOVERNING LAW. THIS INSTRUMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE
STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.
Section 5. Counterparts. This Instrument may be executed in counterparts, each of which, when so
executed, shall be deemed to be an original and together shall constitute one and the same instrument.
Section 6. Successors and Assigns. This Agreement shall inure to the benefit of and be binding
upon the Seller and the Issuer and their respective successors and assigns.
[__________________________________],
as Seller
By: ______________________________
Name:
Title:
HOME EQUITY LOAN TRUST [ ]-[ ], as Issuer
By: ___________________________,
not in its individual capacity but solely as
Owner Trustee
By: _______________________________
Name:
Title:
___________________________,
as Servicer
By: ________________________________
Name:
Title:
Attachments
A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.
C. Seller's Officer's Certificate.
D. Seller's Officer's Certificate (confirmation of Enhancer approval).
HOME EQUITY LOAN TRUST [ ]-[ ]
ATTACHMENT A TO FORM OF SUBSEQUENT TRANSFER AGREEMENT
____________, ____
A.
1. Subsequent Cut-Off Date:
2. Pricing Date:
3. Subsequent Transfer Date:
4. Aggregate Principal Balance of the Subsequent Mortgage Loans as of the
Subsequent Cut-Off Date:
5. Purchase Price: 100.00%
B.
As to all Subsequent Mortgage Loans:
1. Longest stated term to maturity: _____ months
2. Minimum Loan Rate: _____ %
3. Maximum Loan Rate: _____ %
4. WAC of all Subsequent Mortgage Loans: _____ %
5. WAM of all Subsequent Mortgage Loans: _____ %
6. Largest Principal Balance: $___________
7. Non-owner occupied Mortgaged Properties: _____ %
8. California zip code concentrations: %____ and ____ %
9. Condominiums: _____ %
10. Single-family: _____ %
11. Weighted average term since origination: _____ %
12. Principal balance of Subsequent Mortgage Loans with respect to which the $___________
Mortgagor is an employee of [ ] or an affiliate of [ ]:
13. Number of Subsequent Mortgage Loans with respect to which the Mortgagor is an ______
employee of [ ] or an affiliate of [ ]:
EXHIBIT 3
FORM OF ADDITION NOTICE
DATE:
_____________
_____________
_____________
_____________
_____________
_____________
Re: Home Equity Loan Trust [ ]-[ ]
Ladies and Gentlemen:
Pursuant to Section 2.2 of the mortgage loan purchase agreement dated as of ________________ (the
"Purchase Agreement"), among ___________________________, as a Seller and Servicer, ___________________________,
as a Seller, GreenPoint Mortgage Securities LLC, as Purchaser, Home Equity Loan Trust [ ]-[ ], as Issuer and
___________________________, as Indenture Trustee, the Seller has designated the Subsequent Mortgage Loans
identified on the Mortgage Loan Schedule attached hereto to be sold to the Issuer on , ,
with an aggregate Principal Balance of $ . Capitalized terms not otherwise defined herein have the
meaning set forth in the Appendix A to the indenture dated as of ________________, between the Issuer and the
Indenture Trustee.
Please acknowledge your receipt of this notice by countersigning the enclosed copy in the space
indicated below and returning it to the attention of the undersigned.
Very truly yours,
[____________________________],
as Seller
By: _________________________________
Name:
Title:
ACKNOWLEDGED AND AGREED:
_____________________,
as Indenture Trustee
By: _________________________________
Name:
Title:
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