LOAN PURCHASE AGREEMENT
THIS
LOAN PURCHASE AGREEMENT, dated March 9, 2007, is entered into by and among
DLJ
Mortgage Capital, Inc., a Delaware corporation (“Sponsor”), Credit Suisse First
Boston Mortgage Acceptance Corp., a Delaware corporation (“Purchaser”), U.S.
Bank National Association, as indenture trustee (the “Indenture Trustee”) and
Home Equity Mortgage Trust 2007-1 (the “Issuer”):
WITNESSETH:
WHEREAS,
Sponsor, in the ordinary course of its business acquires and originates mortgage
loans and acquired or originated all of the mortgage loans listed on the Loan
Schedule attached as Exhibit A hereto (the “Initial Loans”);
WHEREAS,
as of each Subsequent Transfer Date (as defined below), Sponsor will own other
mortgage loans (the “Subsequent Loans” and together with the Initial Loans, the
“Loans”) so indicated in the related Subsequent Transfer Agreement (as defined
below);
WHEREAS,
the parties hereto desire that: (i) the Sponsor sell the Initial Loans to the
Purchaser on the Closing Date and thereafter all Additional Balances relating
to
the Initial Loans created on or after the Cut-off Date pursuant to the terms
of
this Loan Purchase Agreement together with the Basic Documents, (ii) the Sponsor
sell the Subsequent Loans, if any, to the Issuer, as assignee of the Purchaser
under this Loan Purchase Agreement, on each Subsequent Transfer Date and
thereafter all Additional Balances relating to the Subsequent Loans created
on
or after the related Subsequent Transfer Date pursuant to the terms of a
Subsequent Transfer Agreement together with the Basic Documents and (iii) the
Sponsor make certain representations and warranties on the Closing
Date;
WHEREAS,
pursuant to the Trust Agreement, the Purchaser will sell the Initial Loans
and
transfer all of its rights under this Loan Purchase Agreement to the Issuer
on
the Closing Date;
NOW,
THEREFORE, for and in consideration of the sale of the Loans from Sponsor to
the
Purchaser on the date hereof, the Purchaser shall pay to Sponsor on the date
hereof by wire transfer of immediately available funds the net proceeds to
the
Purchaser of the sale of the Notes, together with the Certificates, the parties
hereto hereby agree as follows:
Section
1. Transfer
of Initial Loans and Subsequent Loans.
Sponsor
hereby sells, transfers, assigns and otherwise conveys to Purchaser (A) the
Initial Loans and all Additional Balances thereafter arising, including the
Mortgage Notes, the Mortgages, any related insurance policies and all other
documents in the related Loan Files and including any Eligible Substitute Loans;
(B) all pool insurance policies, hazard insurance policies, and bankruptcy
bonds
relating to the foregoing, and (C) all amounts payable after the Cut-off Date
to
the holders of the Initial Loans in accordance with the terms thereof. In
addition, the Sponsor has delivered to the Purchaser or the Custodian, as
directed by the Purchaser, the Loan Schedule and the documents listed on Exhibit
C; provided, however, that the Purchaser does not assume the obligation under
each Loan Agreement relating to a HELOC 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 the Sponsor 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, 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
the Servicer of consideration therefor as provided in Section 3.16 of the
Servicing Agreement and 3.05 of the Indenture.
Sponsor
covenants and agrees to use its best efforts to acquire and sell to the Issuer
as assignee of the Purchaser, and the Issuer will agree in the Indenture to
pledge to the Indenture Trustee, subject to satisfaction of the conditions
set
forth therein, the Subsequent Loans. On each Subsequent Transfer Date,
concurrently with the execution and delivery of the related Subsequent Transfer
Agreement (the form of which is attached hereto as Exhibit D) and subject to
the
terms thereof, the Sponsor will thereby sell, transfer, assign and otherwise
convey to Issuer as assignee of the Purchaser (A) the Subsequent Loans and
all
Additional Balances thereafter arising, including the Mortgage Notes, the
Mortgages, any related insurance policies and all other documents in the related
Loan Files and including any Eligible Substitute Loans; (B) all pool insurance
policies, hazard insurance policies, and bankruptcy bonds relating to the
foregoing, and (C) all amounts payable after the related Subsequent Transfer
Date to the holders of the Subsequent Loans in accordance with the terms
thereof. In addition, Sponsor covenants to deliver to the Issuer as assignee
of
the Purchaser or the Custodian, as directed by the Purchaser, the documents
listed on Exhibit C with respect to the Subsequent Loans. Such conveyance shall
be deemed to be made: (1) with respect to the Cut-off Date Principal Balances
of
the Subsequent Loans, as of the Subsequent Transfer Date; and (2) with respect
to the amount of each Additional Balance created on or after the Cut-off Date,
as of the later of the Subsequent Transfer Date and the date that the
corresponding Draw was made pursuant to the related Loan Agreement, subject
to
the receipt by the Servicer of consideration therefor as provided in Section
3.16 of the Servicing Agreement and 3.05 of the Indenture.
The
Sponsor shall comply with its obligations set forth in Sections 1. and 2. with
respect to the Subsequent Loans delivered on each Subsequent Transfer Date.
References in such Sections to the Initial Loans or Loans shall be deemed to
refer to the Subsequent Loans and references to the Cut-Off Date or the Closing
Date, as applicable, shall be deemed to refer to the applicable related
Subsequent Transfer Date.
(a) Based
on
the Initial Certification of the Custodian, the Indenture Trustee acknowledges
receipt by the Custodian of the documents identified in the Initial
Certification and declares that the Custodian holds such documents and the
other
documents delivered to the Custodian constituting the applicable Loan Files,
in
trust for the exclusive use and benefit of all present and future Noteholders,
Certificateholders and the Insurer. The Indenture Trustee acknowledges that
it
or the Custodian will maintain possession of the Loans and the Loan Files in
the
State of Illinois, as directed by the Purchaser, unless otherwise permitted
by
the Rating Agencies.
(b) The
Indenture Trustee agrees to deliver on the Closing Date or Subsequent Transfer
Date, as applicable, to the Purchaser, the Insurer and the Servicer an Initial
Certification from the Custodian (to the extent received by the Indenture
Trustee from the Custodian). Based on its review and examination, and only
as to
the documents identified in such Initial Certification, the Custodian, pursuant
to the terms of the Custodial Agreement, will acknowledge that such documents
appear regular on their face and relate to such Loan. Neither the Indenture
Trustee nor the Custodian shall be under any duty or obligation to inspect,
review or examine said documents, instruments, certificates or other papers
to
determine that the same are genuine, enforceable, recordable or appropriate
for
the represented purpose or that they have actually been recorded in the real
estate records or that they are other than what they purport to be on their
face; provided, however, that neither the Indenture Trustee nor the Custodian
shall make any determination as to whether (i) any endorsement is sufficient
to
transfer all right, title and interest of the party so endorsing, as noteholder
or assignee thereof, in and to that Mortgage Note or (ii) any assignment is
in
recordable form or is sufficient to effect the assignment of and transfer to
the
assignee thereof under the mortgage to which the assignment relates. Not later
than 90 days after the Closing Date or Subsequent Transfer Date, as applicable,
upon receipt of Final Certification from the Custodian provided for in the
Custodial Agreement, the Indenture Trustee cause to be delivered to the
Purchaser, the Sponsor, the Insurer and the Servicer such Final Certification,
with any applicable exceptions noted thereon.
(c) If,
in
the course of such review, the Indenture Trustee is notified by the Custodian
that any document constituting a part of a Loan File does not meet the
requirements of Exhibit C hereto, the Indenture Trustee shall cause the
Custodian to list such as an exception in the Final Certification.
(d) The
Sponsor shall promptly correct or cure such defect within 90 days from the
date
it is so notified of such defect and, if the Sponsor does not correct or cure
such defect within such period, the Sponsor shall either (i) substitute for
the
related Loan an Eligible Substitute Loan, which substitution shall be
accomplished in the manner and subject to the conditions set forth in Section
2(d), or (ii) purchase such Loan within 90 days from the date the Sponsor was
notified of such defect in writing at the Repurchase Price of such Loan if
such
defect materially and adversely affects the value of the related Loan or
interests of the Noteholders or the Certificateholders; provided, however,
that
if the cure, substitution or repurchase of a Loan pursuant to this provision
is
required by reason of a delay in delivery of any documents by the appropriate
recording office, then the Sponsor shall be given 270 days from the Closing
Date
to cure such defect or substitute for, or repurchase such Loan; and further
provided, that the Sponsor shall have no liability for recording any Assignment
of Mortgage in favor of the Indenture Trustee or for the Servicer’s failure to
record such Assignment of Mortgage, and the Sponsor shall not be obligated
to
repurchase or cure any Loan as to which such Assignment of Mortgage is not
recorded. Pursuant to the applicable Custodial Agreement, the Custodian shall
deliver written notice to the Indenture Trustee, and the Indenture Trustee
shall
deliver written notice to each Rating Agency and the Insurer within 270 days
from the Closing Date indicating each Mortgage (a) which has not been returned
by the appropriate recording office or (b) as to which there is a dispute as
to
location or status of such Mortgage. Such notice shall be delivered every 90
days thereafter until the related Mortgage is returned to the Custodian. Any
substitution shall not be effected prior to the additional delivery to the
Indenture Trustee or the Custodian, of a Request for Release and the Loan File
for any such Eligible Substitute Loan. The Repurchase Price for any such Loan
repurchased by the Sponsor shall be deposited or caused to be deposited by
the
Servicer in the Custodial Account maintained by it pursuant to Section 3.02
of
the Servicing Agreement. Upon receipt of such deposit, the Servicer shall
deliver a Request for Release to the Indenture Trustee, with a copy to the
Custodian. The Custodian, pursuant to the terms of the Custodial Agreement,
will
release the related Loan File to the Sponsor and will execute and deliver at
the
Sponsor’s request such instruments of transfer or assignment prepared by the
Sponsor, in each case without recourse, representation and warranty or as shall
be necessary to vest in the Sponsor, or its designee, the interest of the
Purchaser, the Issuer, and the Indenture Trustee in any Loan released pursuant
hereto. It is understood and agreed that the obligation of the Sponsor to cure,
substitute for or to repurchase any Loan which does not meet the requirements
of
this Section shall constitute the sole remedy respecting such defect available
to the Indenture Trustee, the Purchaser and any Noteholder or Certificateholder
against the Sponsor.
(e) All
of
the Loan Files are being held pursuant to the Custodial Agreement.
Notwithstanding anything to the contrary contained herein, the parties hereto
acknowledge that the functions of the Indenture Trustee with respect to the
custody, acceptance, inspection and release of the Loan Files pursuant to
Sections 1 and 2 hereof shall be performed by the Custodian. In connection
with
the assignment of any Loan registered on the MERS® System, the Custodian shall
cause, at the Servicer’s expense, as soon as practicable after the Closing Date,
the MERS® System to indicate that such Loans have been assigned by the Sponsor
to the Indenture Trustee in accordance with this Loan Purchase Agreement, the
Trust Agreement and the Indenture for the benefit of the Noteholders by
including (or deleting, in the case of Loans which are repurchased in accordance
with this Agreement) in such computer files (a) the code “[IDENTIFY INDENTURE
TRUSTEE SPECIFIC CODE]” in the field “[IDENTIFY THE FIELD NAME FOR INDENTURE
TRUSTEE]” which identifies the Indenture Trustee and (b) the code “[IDENTIFY
SERIES SPECIFIC CODE NUMBER]” in the field “Pool Field” which identifies the
series of the Notes issued in connection with such Loans. Indenture Trustee
agrees that it will not alter the codes referenced in this paragraph with
respect to any Loan during the term of this Loan Purchase Agreement unless
and
until such Loan is repurchased in accordance with the terms of this Loan
Purchase Agreement..
Section
2. Representations
and Warranties.
(a) Representations
and Warranties as to Sponsor.
Sponsor
represents and warrants to the Purchaser, the Indenture Trustee, the Insurer
and
the Issuer that as of the Closing Date:
(i) Organization
and Good Standing; Licensing.
Sponsor
is a company duly organized, validly existing and in good standing under the
laws of the jurisdiction of its formation and has all licenses necessary to
carry out its business as now being conducted, and is licensed and qualified
to
transact business in and is in good standing under the laws of its state of
jurisdiction;
(ii) Power,
Authority and Binding Obligations.
Sponsor
has the power and authority to make, execute, deliver and perform this Loan
Purchase Agreement and all of the transactions contemplated under this Loan
Purchase Agreement, and has taken all necessary action to authorize the
execution, delivery and performance of this Loan Purchase Agreement. When
executed and delivered, this Loan Purchase Agreement will constitute the legal,
valid and binding obligation of Sponsor enforceable in accordance with its
terms, except as enforcement of such terms may be limited by bankruptcy,
insolvency or similar laws affecting the enforcement of creditors’ rights
generally and by the availability of equitable remedies;
(iii) No
Conflicts.
Neither
the execution and delivery of this Loan Purchase Agreement, nor the consummation
of the transactions herein contemplated hereby, nor compliance with the
provisions hereof, will conflict with or result in a breach of, or constitute
a
default under, any of the provisions of any law, governmental rule, regulation,
judgment, decree or order binding on Sponsor or its properties or the
certificate of incorporation or by-laws of Sponsor, except those conflicts,
breaches or defaults which would not reasonably be expected to have a material
adverse effect on Sponsor’s ability to enter into this Loan Purchase Agreement
and to consummate the transactions contemplated hereby;
(iv) No
Consent.
The
execution, delivery and performance by Sponsor of this Loan Purchase Agreement
and the consummation of the transactions contemplated hereby do not require
the
consent or approval of, the giving of notice to, the registration with, or
the
taking of any other action in respect of, any state, federal or other
governmental authority or agency, except those consents, approvals, notices,
registrations or other actions as have already been obtained, given or made
and
conveyance of the Loans by Sponsor are not subject to bulk transfer or any
similar statutory provisions in effect in any applicable
jurisdiction;
(v) Enforceability.
This
Loan Purchase Agreement has been duly executed and delivered by Sponsor and,
assuming due authorization, execution and delivery by the Purchaser, the
Indenture Trustee and the Issuer, constitutes a valid and binding obligation
of
Sponsor enforceable against it in accordance with its terms (subject to
applicable bankruptcy and insolvency laws and other similar laws affecting
the
enforcement of the rights of creditors generally) and general principles of
equity;
(vi) No
Litigation.
There
are no actions, litigation, suits or proceedings pending or threatened against
Sponsor before or by any court, administrative agency, arbitrator or
governmental body (i) with respect to any of the transactions contemplated
by
this Loan Purchase Agreement, (ii) on the sale of the Loans, or (iii) with
respect to any other matter which in the judgment of Sponsor if determined
adversely to Sponsor would reasonably be expected to materially and adversely
affect Sponsor’s ability to perform its obligations under this Loan Purchase
Agreement; and Sponsor is not in default with respect to any order of any court,
administrative agency, arbitrator or governmental body so as to materially
and
adversely affect the transactions contemplated by this Loan Purchase Agreement;
and
(vii) Solvent.
Sponsor
does not believe, nor does it have any cause or reason to believe, that it
cannot perform each and every covenant contained in this Loan Purchase
Agreement. Sponsor is solvent and the sale of the Loans by it will not cause
Sponsor to become insolvent. The sale of the Loans by Sponsor is not undertaken
with the intent to hinder, delay or defraud any of Sponsor’s
creditors.
(b) Representations
and Warranties as to Loans.
Sponsor
hereby represents and warrants, as to each Loan, that the representations and
warranties set forth on Exhibit B attached hereto are true and correct as of
the
Closing Date (or as of the Subsequent Transfer Date in the case of the
Subsequent Loans), except where otherwise indicated in Exhibit B.
(c) Representations
and Warranties as to Purchaser.
Purchaser warrants and represents to, and covenants with, Sponsor
that:
(i) Purchaser
is a corporation duly organized, validly existing and in good standing under
the
laws of the jurisdiction of its incorporation, and has all requisite corporate
power and authority to acquire, own and purchase the Loans;
(ii) Purchaser
has full corporate power and authority to execute, deliver and perform under
this Loan Purchase Agreement, and to consummate the transactions set forth
herein. The execution, delivery and performance by Purchaser of this Loan
Purchase Agreement, and the consummation by it of the transactions contemplated
hereby, have been duly authorized by all necessary corporate action of
Purchaser. This Loan Purchase Agreement has been duly executed and delivered
by
Purchaser and constitutes the valid and legally binding obligation of Purchaser
enforceable against Purchaser in accordance with its respective
terms;
(iii) To
the
best of Purchaser’s knowledge, no material consent, approval, order or
authorization of, or declaration, filing or registration with, any governmental
entity is required to be obtained or made by Purchaser in connection with the
execution, delivery or performance by Purchaser of this Loan Purchase Agreement,
or the consummation by it of the transactions contemplated hereby;
(iv) Purchaser
understands that the Loans have not been registered under the 1933 Act or the
securities laws of any state:
(v) Purchaser
is acquiring the Loans for investment for its own account only and not for
any
other person;
(vi) Purchaser
considers itself a substantial, sophisticated institutional investor having
such
knowledge and financial and business matters that it is capable of evaluating
the merits and the risks of investment in the Loans;
(vii) Purchaser
has been furnished with all information regarding the Loans that it has
requested from Sponsor;
(viii) Neither
Purchaser nor anyone acting on its behalf has offered, transferred, pledged,
sold or otherwise disposed of the Loans, an interest in the Loans or any other
similar security to, or solicited any offer to buy or accept a transfer, pledge
or other disposition of the Loans, any interest in the Loans or any other
similar security from, or otherwise approached or negotiated with respect to
the
Loans, any interest in the Loans or any other similar security with, any person
in any manner, or made any general solicitation by means of general advertising
or in any other manner, or taken any other action which would constitute a
distribution of the Loans under the 1933 Act or which would render the
disposition of the Loans a violation of Section 5 of the 1933 Act or require
registration pursuant thereto, nor will it act, nor has it authorized or will
it
authorize any person to act, in such manner with respect to the Loans;
and
(ix) Either:
(A) Purchaser is not an employee benefit plan within the meaning of section
3(3)
of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), or
a plan within the meaning of section 4975(e)(1) of the Internal Revenue Code
of
1986 as amended (“Code”) (each, a “Plan”), and Purchaser is not directly or
indirectly purchasing the Loans on behalf of, investment manager of, as named
fiduciary of, as trustee of, or with assets of, a Plan; or (B) Purchaser’s
purchase of the Loans will not result in a prohibited transaction under section
406 of ERISA or section 4975 of the Code.
(d) Upon
discovery by Sponsor or upon notice from Purchaser, the Issuer, the Owner
Trustee, the Servicer, the Indenture Trustee,
the
Insurer or
the
Custodian, as applicable, of a breach of any representation or warranty of
the
Sponsor set forth in Section 2(a) above which materially and adversely affects
the interests of the Securityholders or the Insurer in any Loan, Sponsor 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 Loan or a Basic Document, either (A) repurchase
such
Loan from the Trust at the Repurchase Price, or (B) substitute one or more
Eligible Substitute Loans for such loan, in each case in the manner and subject
to the conditions and limitations set forth below.
Upon
discovery by Sponsor or upon notice from Purchaser, the Issuer, the Servicer,
the Owner Trustee, the Indenture Trustee, the Insurer or the Custodian, as
applicable, of a breach of any representation or warranty set forth in Exhibit
B
attached hereto pursuant to Section 2(b) above with respect to any Loan that
materially and adversely affects the interests of the Securityholders, the
Insurer or of Purchaser in such Loan (notice of which shall be given to
Purchaser by Sponsor, if it discovers the same), notwithstanding Sponsor’s lack
of knowledge with respect to the substance of such representation and warranty,
Sponsor shall, within 90 days after the earlier of its discovery or receipt
of
notice thereof; either cure such breach in all material respects or either
(i)
repurchase such Loan from the Trust at the Repurchase Price, or (ii) substitute
one or more Eligible Substitute Loans for such Loan, in each case in the manner
and subject to the conditions set forth below. The Repurchase Price for any
such
Loan repurchased by related Sponsor shall be deposited or caused to be deposited
by the Servicer in the Custodial Account maintained by it pursuant to Section
3.02 of the Servicing Agreement.
Sponsor
shall also deliver to the Custodian on behalf of the Issuer, with respect to
such Eligible Substitute Loan or Loans, the original Mortgage Note and all
other
documents and agreements as are required herein, with the Mortgage Note endorsed
as required herein. No substitution will be made in any calendar month after
the
Determination Date for such month. Monthly Payments due with respect to Eligible
Substitute Loans in the month of substitution shall not be property of the
Issuer and if received by the Servicer will be retained by the Servicer and
remitted by the Servicer to Sponsor on the next succeeding Payment Date,
provided that a payment at least equal to the applicable Monthly Payment has
been received by the Issuer, for such month in respect of the Deleted Loan.
For
the month of substitution, distributions to the Custodial Account pursuant
to
the Servicing Agreement will include the Monthly Payment due on a Deleted Loan
for such month and thereafter Sponsor shall be entitled to retain all amounts
received in respect of such Deleted Loan. Indenture Trustee shall amend or
cause
to be amended the Loan Schedule to reflect the removal of such Deleted Loan
and
the substitution of the Eligible Substitute Loan or Loans. Upon such
substitution, the Eligible Substitute Loan or Loans shall be subject to the
terms of this Loan Purchase Agreement in all respects, and Sponsor shall be
deemed to have made the representations and warranties with respect to the
Eligible Substitute Loan contained herein and set forth in paragraphs (b)
through (w) of Exhibit B attached hereto as of the date of substitution, and
Sponsor shall be obligated to repurchase or substitute for any Eligible
Substitute Loan as to which a Repurchase Event has occurred as provided herein.
Sponsor shall deposit any related Substitution Amount (as calculated by the
Servicer pursuant to the Servicing Agreement) into the Custodial Account on
the
day of substitution, without any reimbursement therefor.
Notwithstanding
any contrary provision of this Agreement, no substitution pursuant to Section
2
shall be made more than 120 days after the Closing Date unless the Sponsor
delivers to the Indenture Trustee an Opinion of Counsel, which Opinion of
Counsel shall not be at the expense of either the Indenture Trustee or the
Trust
Fund, addressed to the Indenture Trustee, to the effect that such substitution
will not (i) result in the imposition of the tax on “prohibited transactions” on
the Trust Fund or contributions after the Startup Date, as defined in Sections
860F(a)(2) and 860G(d) of the Code, respectively, or (ii) cause any REMIC
created under the Indenture to fail to qualify as a REMIC at any time that
any
Notes are outstanding; provided, however, that no Opinion of Counsel shall
be
required if (A) the substitution occurs within two years of the Closing Date
and
(B) the substitution occurs with respect to Loans that are “defective” under the
Code and the Sponsor delivers to the Indenture Trustee an Officer's Certificate
substantially in the form of Exhibit E.
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 Loan File) and deposit of any applicable
Substitution Adjustment Amount as provided above, the Custodian, pursuant to
the
terms of the Custodial Agreement and on behalf of the Indenture Trustee, will
release to Sponsor the related Loan File for the Loan being repurchased or
substituted for and the Indenture Trustee shall execute and deliver such
instruments of transfer or assignment prepared by the Servicer, in each case
without recourse, representation or warranty as shall be necessary to vest
in
Sponsor or its designee such Loan released pursuant hereto and thereafter such
Loan shall not be an asset of the Issuer.
It
is
understood and agreed that the obligation of Sponsor to cure any breach, or
to
repurchase or substitute for, any Loan as to which such a breach has occurred
and is continuing shall constitute the sole remedy respecting such breach
available to Purchaser, the Servicer, 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 Sponsor.
It
is
understood and agreed that (i) representations and warranties set forth in
this
Section 2 and (ii) the representations and warranties set forth on Exhibit
B
attached hereto, shall survive delivery of the respective Loan Files to the
Indenture Trustee or the Custodian.
With
respect to any Loan the Sponsor reasonably believes breaches a representation,
warranty or covenant under a Mortgage Loan Purchase Agreement pursuant to which
the Sponsor purchased from the related Originator or prior holder of such Loan,
the Sponsor shall have the right to repurchase such Loan from the Trust at
any
time in order to facilitate its rights against such Originator or prior holder
of such Loan at a price equal to the Repurchase Price; provided,
however,
that in
no event shall such repurchase take place with respect to Loans constituting
more than 5% of the related Aggregate Collateral Balance as of the Cut-off
Date.
In
the
event that the Sponsor exercises such option, the Repurchase Price therefore
shall be deposited in the Custodial Account and upon such deposit of the
Repurchase Price, the Custodian, pursuant to the terms of the Custodial
Agreement and on behalf of the Indenture Trustee, will release to the Sponsor
the related Loan File for the Loan being repurchased, and the Indenture Trustee
shall execute and deliver such instruments of transfer or assignment prepared
by
the Servicer, in each case without recourse, representation or warranty as
shall
be necessary to vest in Sponsor or its designee such Loan released pursuant
hereto and thereafter such Loan shall not be any asset of the
Issuer.
Section
3. Definitions.
For all
purposes of this Loan Purchase 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 March
9, 2007
(as it
may be amended or modified, the “Indenture”), among the Issuer and the Indenture
Trustee, as in effect on the date hereof. All other capitalized terms used
herein shall have the meanings specified herein.
Section
4. GOVERNING
LAW.
THIS
LOAN PURCHASE AGREEMENT 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
Loan Purchase Agreement 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. Limitation
of Liability of Owner Trustee.
It is
expressly understood and agreed by the parties hereto that (a) this Loan
Purchase Agreement is executed and delivered by Wilmington Trust Company, not
individually or personally, but solely as Owner Trustee of the Home Equity
Mortgage Trust 2007-1,
in the
exercise of the powers and authority conferred and vested in it, (b) each of
the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by Wilmington Trust Company, but is made and intended for the purpose
for binding only the Issuer, (c) nothing herein contained shall be construed
as
creating any liability on Wilmington Trust Company, individually or personally,
to perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties hereto and by any
Person claiming by, through or under the parties hereto and (d) under no
circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Issuer or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Issuer under this Loan Purchase Agreement or any other
related documents.
Section
7. Successors
and Assigns.
This
Loan Purchase Agreement shall inure to the benefit of and be binding upon
Sponsor, Purchaser, the Indenture Trustee and the Issuer and their respective
successors and assigns.
Section
8. Intention
of the Parties.
(a)
It is
the express intent of the parties hereto that the conveyance by the Sponsor
to
the Purchaser pursuant to this Loan Purchase Agreement of the Initial Loans
(including any Additional Balances) be, and be construed as, an absolute sale
and assignment by the Sponsor to the Purchaser. Further, it is not intended
that
the conveyance be deemed to be the grant of a security interest in the Initial
Loans by the Sponsor to the Purchaser to secure a debt or other obligation.
However, in the event that the Initial Loans are held to be property of the
Sponsor, or if for any reason this Loan Purchase Agreement is held or deemed
to
create a security interest in the Initial Loans, then (i) this Loan Purchase
Agreement shall be a security agreement within the meaning of Article 9 of
the
New York Uniform Commercial Code and the Uniform Commercial Code of any other
applicable jurisdiction; (ii) the conveyances provided for in Section shall
be a
grant by the Sponsor to the Purchaser of, and the Sponsor does hereby grant
to
the Purchaser, a security interest in all of the Sponsor’s right, title and
interest, whether now owned or hereafter acquired, in and to (A) the Initial
Loans, including the Mortgage Notes, the Mortgages, any related insurance
policies and all other documents in the related Loan Files and including any
Eligible Substitute Loans; (B) all pool insurance policies, hazard insurance
policies and bankruptcy bonds relating to the foregoing, (C) all amounts payable
after the Cut-off Date to the holders of the Initial Loans in accordance with
the terms thereof; (D) all income, payments, proceeds and products of the
conversion, voluntary or involuntary, of the foregoing into cash, instruments,
securities or other property; (E) all accounts, chattel paper, deposit accounts,
documents, general intangibles, goods, instruments, investment property,
letter-of-credit rights, letters of credit, money, and oil, gas, and other
minerals, consisting of, arising from, or relating to, any of the foregoing;
and
(F) all proceeds of any of the foregoing; (iii) the possession or control by
the
Purchaser or any other agent of the Purchaser of any of the foregoing property
shall be deemed to be possession or control by the secured party, or possession
or control by a purchaser, for purposes of perfecting the security interest
pursuant to the Uniform Commercial Code (including, without limitation, Sections
9-104, 9-106, 9-313 or 9-314 thereof); and (iv) notifications to persons holding
such property, and acknowledgments, receipts or confirmations from persons
holding such property, shall be deemed notifications to, or acknowledgments,
receipts or confirmations from, securities intermediaries, bailees or agents
of,
or persons holding for, the Purchaser, as applicable, for the purpose of
perfecting such security interest under applicable law.
(b) The
parties hereto, shall, to the extent consistent with this Loan Purchase
Agreement, take such reasonable actions as may be necessary to ensure that,
if
this Loan Purchase Agreement were deemed to create a security interest in the
Loans, such security interest would be a perfected security interest of first
priority.
Section
9. Third
Party Beneficiary.
The
Insurer is an express third-party beneficiary of this Agreement and shall have
the right to enforce the provisions of this Agreement.
IN
WITNESS WHEREOF, the parties have caused this Loan Purchase Agreement to be
executed by their duly authorized officers as of the date first above
written.
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DLJ
MORTGAGE CAPITAL, INC.,
as
Sponsor
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By:
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/s/
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Name:
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Title:
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Vice
President
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CREDIT
SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE CORP.,
as
Purchaser
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By:
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/s/
▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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▇▇▇▇▇
▇▇▇▇▇▇
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Title:
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Vice
President
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U.S.
BANK NATIONAL ASSOCIATION,
as
Indenture Trustee
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By:
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/s/
▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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Title:
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Vice
President
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HOME
EQUITY MORTGAGE TRUST 2007-1, as Issuer
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By:
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WILMINGTON
TRUST COMPANY, not in its individual capacity but solely as Owner
Trustee
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By:
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/s/
J. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Name:
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J.
▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
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Title:
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Financial
Services Officer
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EXHIBIT
A
LOAN
SCHEDULE
[TO
BE PROVIDED UPON REQUEST]
EXHIBIT
B
REPRESENTATIONS
AND
WARRANTIES
WITH RESPECT TO LOANS
(a) Sole
Owner.
As of
the Closing Date or Subsequent Transfer Date, as applicable, immediately prior
to the sale, transfer and assignment to Purchaser, Sponsor is the sole owner
of
record and holder of the Loan and the indebtedness evidenced by the Loan, the
Loan was not subject to an assignment or pledge and Sponsor had good and
marketable title to and was the sole owner thereof and had full right to
transfer and sell the Loan to the Purchaser free and clear of any encumbrance,
equity, lien, pledge, charge, claim or security interest and has the full right
and authority subject to no interest or participation of, or agreement with,
any
other party, to sell and assign the Loan and following the sale of the Loan,
the
Purchaser will own such Loan free and clear of any encumbrance, equity,
participation interest, lien, pledge, charge, claim or security
interest;
(b) Compliance
With Laws.
Any and
all requirements of any federal, state or local law including, without
limitation, anti-predatory or abusive lending, usury, truth-in-lending, real
estate settlement procedures, consumer credit protection, equal credit
opportunity or disclosure laws applicable to the Loan have been complied with
in
all material respects;
(c) No
Waivers.
Except
for one Loan, which is subject to the Servicemembers Civil Relief Act, the
terms
of each Loan have not been impaired, waived, altered or modified in any respect,
except by written instruments which have been recorded to the extent any such
recordation is required by law, or, necessary to protect the interest of the
Purchaser. No instrument of waiver, alteration or modification has been
executed, and no Mortgagor has been released, in whole or in part, from the
terms thereof except in connection with an assumption agreement, the terms
of
which are reflected in the Loan Schedule;
(d) Underwriting
Standards.
The
Loan complies with all the terms, conditions and requirements of the related
originator’s underwriting standards in effect at the time of origination of such
Loan;
(e) Loan
Schedule.
The
information set forth in the Loan Schedule is complete, true and correct in
all
material respects as of the related Cut-off Date;
(f) Valid
Security Interest.
The
Loan is a valid, subsisting, enforceable and perfected first, second or third
lien on the Mortgaged Property (as described on the Loan Schedule), including
all buildings and improvements on the Mortgaged Property, and such lien of
is
subject only to the following:
(i) real
estate taxes and special assessments not yet delinquent (provided, that property
taxes may be delinquent up to one year);
(ii) as
to any
Loan identified as a junior lien on the Loan Schedule, any senior liens secured
by the Mortgaged Property related to such Loan;
(iii) covenants,
conditions and restrictions, rights of way, easements and other matters of
public record as of the date of recording that are acceptable to mortgage
lending institutions generally;
(iv) liens
verified as paid;
(v) liens
and
judgments of $5,000 or less, including (A) sewer or maintenance liens,
mechanics' liens, (B) liens resulting from UCC filings that have been included
in the first mortgage balance for the purpose of calculating the
combined-loan-to-value ratio for any related Loan, and (C) liens relating to
other matters to which like properties are commonly subject that do not
materially interfere with the benefits of the security intended to be provided
to, among others, the Originator by the related mortgage documents.
Any
security agreement, chattel mortgage or equivalent document related to and
delivered in connection with the Loan establishes and creates a valid,
subsisting, enforceable and perfected second lien and second priority security
interest on the property described therein and Sponsor has full right to sell
and assign the same to Purchaser, provided, however, that any representation
as
to the enforceability of any security interest or lien is subject to bankruptcy,
insolvency, reorganization, moratorium or other similar laws affecting the
rights of creditors generally and general principles of equity (whether
considered in a proceeding at law or equity);
(g) Mechanics’
Liens.
To the
best of Sponsor’s knowledge there are no mechanics’ or similar liens or claims
which have been filed for work, labor or material (and no rights are outstanding
that under law could give rise to such liens) affecting the related collateral
which are or may be liens prior to or equal to the lien of the related
Loan;
(h) Unpaid
Taxes.
To the
best of Sponsor’s knowledge all taxes, governmental assessments, insurance
premiums, water, sewer and municipal charges, leasehold payments or ground
rents
which previously became due and owing have been paid, or escrow funds have
been
established in an amount sufficient to pay for every such escrowed item which
remains unpaid and which has been assessed but is not yet due and
payable;
(i) No
Defenses.
The
Loan is not subject to any right of rescission, set-off, counterclaim or
defense, including, without limitation, the defense of usury, nor will the
operation of any of the terms of the Loan, or the exercise of any right
thereunder, render the Loan unenforceable, in whole or in part, or subject
to
any right of rescission, set-off, counterclaim or defense, including the defense
of usury, and no such right of rescission, set-off, counterclaim or defense
has
been asserted with respect thereto;
(j) No
Damage.
To the
best of Sponsor’s knowledge the Mortgaged Property is not subject to any
material damage by waste, fire, earthquake, windstorm, flood or other casualty.
At origination of the Loan there was, and there currently is, no proceeding
pending for the total or partial condemnation of the Mortgaged
Property;
(k) Improvements.
To the
best of Sponsor’s knowledge all improvements subject to any Mortgage which were
considered in determining the appraised value of the Mortgaged Property lie
wholly within the boundaries and building restriction lines of the Mortgaged
Property (and wholly within the project with respect to a condominium unit)
and
no improvements on adjoining properties encroach upon the related Mortgaged
Property except those which are insured against by a title insurance policy
and
all improvements on the property comply with all applicable zoning and
subdivision laws and ordinances;
(l) Recordation.
Sponsor
has delivered or caused to be delivered to the Purchaser or the Custodian on
behalf of the Purchaser the original Mortgage bearing evidence that such
instruments have been recorded in the appropriate jurisdiction where the
Mortgaged Property is located as determined by Sponsor (or, in lieu of the
original of the Mortgage or the assignment thereof, a duplicate or conformed
copy of the Mortgage or the instrument of assignment, if any, together with
a
certificate of receipt from Sponsor or the settlement agent who handled the
closing of the Loan, certifying that such copy or copies represent true and
correct copy(ies) of the originals and that such original(s) have been or are
currently submitted to be recorded in the appropriate governmental recording
office of the jurisdiction where the Mortgaged Property is located) or a
certification or receipt of the recording authority evidencing the
same;
(m) Delinquencies.
As of
the Closing Date, no more than 1.0% of the Initial Loans are 30 to 59 days
contractually delinquent in payment, no more than 0.5% of the Initial Loans
are
60 to 89 days contractually delinquent in payment (in each case based on the
Aggregate Collateral Balance as of the Cut-off Date), and none of the Initial
Loans are 90 days or more contractually delinquent in payment;
(n) Original.
The
Loan is original and genuine and is the legal, valid and binding obligation
of
the maker thereof, enforceable in all respects in accordance with its terms
subject to bankruptcy, insolvency, moratorium, reorganization and other laws
of
general application affecting the rights of creditors and by general equitable
principles;
(o) Closed
End.
Each of
the Loans constitutes a “qualified mortgage” under Section 860G(a)(3)(A) of the
Code and Treasury Regulation Section 1.860G-2(a)(1);
(p) [Reserved]
(q) High
Cost Loans.
None of
the Loans underlying the Securities are covered by the Home Ownership and Equity
Protection Act of 1994 (“HOEPA”);
(r) Georgia
Loans.
No Loan
was originated on or after October 1, 2002 and before March 7, 2003, which
is
secured by property located in the State of Georgia; and
(s) With
respect to each Loan that has a Prepayment Penalty feature, each such Prepayment
Penalty is enforceable and, at the time such Loan was originated, each
Prepayment Penalty complied with applicable federal, state and local law,
subject to federal preemption where applicable.
(t) Each
Loan
at the time it was made complied in all material respects with applicable local,
state and federal laws, including, but not limited to, all applicable predatory
and abusive lending laws.
(u) No
Loan
is classified as (a) a “high cost mortgage loan” under the Home Ownership and
Equity Protection Act of 1994 or (b) a “high cost home,” “covered,” “high cost,”
“high risk home” or “predatory” loan under any other applicable state, federal
or local law (or a similarly classified loan using different terminology under
a
law imposing heightened regulatory scrutiny or additional legal liability for
residential mortgage loans having high interest rates, points and/or
fees).
(v) No
Loan
is a High Cost Loan or Covered Loan as such terms are defined in Version 5.6
Revised; Appendix E of the Standard & Poor's LEVELS® Glossary.
(w) With
respect to any Loan originated on or after October 1, 2004, either (a) the
related Mortgage and the related Mortgage Note does not contain a mandatory
arbitration clause (that is, a clause that requires the related Mortgagor to
submit to arbitration to resolve any dispute arising out of or relating in
any
way to the Loan) or (b) the related Mortgage and the related Mortgage Note
contained a mandatory arbitration clause as of the related origination date
and
such clause has or will be waived by the originator or an entity designated
by
the Sponsor in writing no later than sixty (60) days after the related Closing
Date which notice included or will include the following language: “WE ARE
HEREBY NOTIFYING YOU THAT THE MANDATORY ARBITRATION CLAUSE OF YOUR LOAN,
REQUIRING THAT YOU SUBMIT TO ARBITRATION TO RESOLVE ANY DISPUTE ARISING OUT
OF
OR RELATING IN ANY WAY TO YOUR LOAN, IS IMMEDIATELY NULL AND VOID. YOU ARE
FREE
TO CHOOSE TO EXERCISE ANY OF YOUR RIGHTS OR ENFORCE ANY REMEDIES UNDER YOUR
LOAN
THROUGH THE COURT SYSTEM.” A copy of the written notice referred to in the
immediately preceding sentence, if applicable, shall be retained in the related
Mortgage File.
EXHIBIT
C
CONTENTS
OF EACH LOAN FILE
With
respect to each Loan, the Loan File shall include each of the following items,
which shall be delivered to the Purchaser or its designee pursuant to the terms
of the Loan Purchase Agreement to which this Exhibit is attached:
Section
1. The
original Mortgage Note endorsed “Pay to the order of ___________________ without
recourse,” and signed in the name of the Sponsor by an authorized officer, with
all intervening endorsements showing a complete chain of title from the
originator to the Sponsor. If the Loan was acquired by the Sponsor in a merger,
the endorsement must be by “[Sponsor], successor by merger to the [name of
predecessor]”. If the Loan was acquired or originated by the Sponsor while doing
business under another name, the endorsement must be by “[Sponsor] formerly
known as [previous name]”. If the original note is unavailable, Sponsor will
provide an affidavit of lost note (in form acceptable to the Purchaser) stating
that the original Mortgage Note was lost or destroyed, together with a copy
of
such Mortgage Note and indemnifying the Purchaser against any and all claims
arising as a result of any person or entity claiming they are the holder of
the
note or that the note has been paid off and returned.
Section
2. Except
as
provided below and for each Loan that is not a Loan registered with MERS, the
original Mortgage with evidence of recording thereon, or a copy thereof
certified by the public recording office in which such mortgage has been
recorded or, if the original Mortgage has not been returned from the applicable
public recording office, a true certified copy, certified by the title insurer,
of the original Mortgage together with a certificate of the Sponsor certifying
that the original Mortgage has been delivered for recording in the appropriate
public recording office of the jurisdiction in which the Mortgaged Property
is
located and in the case of each Loan registered with MERS, the original
Mortgage, noting the presence of the MIN of the Loans and either language
indicating that the Loan is a MOM Loan or if the Loan was not a MOM Loan at
origination, the original Mortgage and the assignment thereof to MERS, with
evidence of recording indicated thereon, or a copy of the Mortgage certified
by
the public recording office in which such Mortgage has been
recorded.
Section
3. In
the
case of each Loan that is not Loan registered with MERS, the original Assignment
of Mortgage, from the Sponsor in accordance with Purchaser’s instructions, which
Assignment of Mortgage shall, but for any blanks requested by the Purchaser,
be
in form and substance acceptable for recording, or a copy certified by the
Sponsor as a true and correct copy of the original Assignment of Mortgage which
has been sent for recordation. If the Loan was acquired or originated by the
Sponsor while doing business under another name, the Assignment of Mortgage
must
be by “[Sponsor] formerly known as [previous name]”.
Section
4. With
respect to Loans that are not cooperative loans, any original policy of title
insurance, if applicable, including riders and endorsements thereto, or if
any
such policy has not yet been issued, a written commitment or interim binder
or
preliminary report of title issued by the title insurance or escrow
company.
Section
5. Originals
of all recorded intervening Assignments, or copies thereof, certified by the
public recording office in which such Assignments of Mortgage have been recorded
showing a complete chain of title from the originator to the Sponsor, with
evidence of recording thereon, or a copy thereof certified by the public
recording office in which such Assignment has been recorded or, if the original
Assignment of Mortgage has not been returned from the applicable public
recording office, a true certified copy, certified by the title insurer of
the
original Assignment together with a certificate of the title insurer certifying
that the original Assignment of Mortgage has been delivered for recording in
the
appropriate public recording office of the jurisdiction in which the Mortgaged
Property is located.
Section
6. Originals,
or copies thereof certified by the public recording office in which such
documents have been recorded, of each assumption, extension, modification,
written assurance or substitution agreements, if applicable, or if the original
of such document has not been returned from the applicable public recording
office, a true certified copy, certified by the title insurer, of such original
document together with certificate of Sponsor certifying the original of such
document has been delivered for recording in the appropriate recording office
of
the jurisdiction in which the Mortgaged Property is located.
Section
7. If
the
Mortgage Note or Mortgage or any other material document or instrument relating
to the Loan has been signed by a person on behalf of the Mortgagor, the original
power of attorney or other instrument that authorized and empowered such person
to sign bearing evidence that such instrument has been recorded, if so required
in the appropriate jurisdiction where the Mortgaged Property is located (or,
in
lieu thereof, a duplicate or conformed copy of such instrument, together with
a
certificate of receipt from the recording office, certifying that such copy
represents a true and complete copy of the original and that such original
has
been or is currently submitted to be recorded in the appropriate governmental
recording office of the jurisdiction where the Mortgaged Property is located),
or if the original power of attorney or other such instrument has been delivered
for recording in the appropriate public recording office of the jurisdiction
in
which the Mortgaged Property is located.
Section
8. The
original of any guarantee executed in connection with the Mortgage
Note.
EXHIBIT
D
FORM
OF
SUBSEQUENT TRANSFER AGREEMENT
THIS
SUBSEQUENT TRANSFER AGREEMENT, dated as of _________ ___, 200_ (this “Subsequent
Transfer Agreement”), among CREDIT SUISSE FIRST BOSTON MORTGAGE ACCEPTANCE
CORP., a Delaware corporation, as depositor (the “Depositor”), DLJ MORTGAGE
CAPITAL, INC., a Delaware corporation, in its capacity as sponsor under the
Loan
Purchase Agreement referred to below (the “Sponsor”), [PNC
BANK, N.A., as servicer (“PNC” or the “Servicer”, as applicable)],
HOME
EQUITY MORTGAGE TRUST 2007-1 (the “Issuer”) and U.S. BANK NATIONAL ASSOCIATION,
a banking association organized under the laws of the United States, as
indenture Trustee (the “Indenture Trustee”);
WHEREAS,
pursuant to an Indenture (the “Indenture”), dated as of March 9, 2007, among the
Issuer and the Indenture Trustee, the Sponsor wishes to convey the Subsequent
Loans to the Issuer, and the Issuer wishes to acquire the same for consideration
consisting of the Aggregate Subsequent Purchase Amount;
WHEREAS,
Sections 2.04 of the Indenture provides for the parties hereto to enter into
this Subsequent Transfer Agreement in accordance with the terms and conditions
of the Indenture;
NOW,
THEREFORE, in consideration of the premises and for other good and valuable
consideration the receipt and adequacy of which are hereby acknowledged the
parties hereto agree as follows:
(i) The
“Subsequent Transfer Date” with respect to this Subsequent Transfer Agreement
shall be ____________, 200__.
(ii) The
“Aggregate Subsequent Purchase Amount” with respect to this Subsequent Transfer
Agreement shall be $____________, provided, however, that such amount shall
not
exceed the amount on deposit in the Pre-Funding Account.
(iii) The
Subsequent Loans conveyed on the Subsequent Transfer Date shall satisfy the
pool
characteristics for the Trust Fund identified in Section 2.04 of the
Indenture.
(iv) In
case
any provision of this Subsequent Transfer Agreement shall be invalid, illegal
or
unenforceable, the validity, legality and enforceability of the remaining
provisions or obligations shall not in any way be affected or impaired
thereby.
(v) In
the
event of any conflict between the provisions of this Subsequent Transfer
Agreement and the Indenture, the provisions of the Indenture shall prevail.
Capitalized terms used herein and not otherwise defined have the meanings in
the
Indenture.
(vi) The
Sponsor does hereby sell, transfer, assign and otherwise convey to Issuer as
assignee of the Purchaser (A) the Subsequent Loans and all Additional Balances
thereafter arising, including the Mortgage Notes, the Mortgages, any related
insurance policies and all other documents in the related Loan Files and
including any Eligible Substitute Loans; (B) all pool insurance policies, hazard
insurance policies, and bankruptcy bonds relating to the foregoing, and (C)
all
amounts payable after the related Subsequent Transfer Date to the holders of
the
Subsequent Loans in accordance with the terms thereof.
(vii) This
Subsequent Transfer Agreement shall be governed by, and shall be construed
and
enforced in accordance with the laws of the State of New York.
(viii) The
Subsequent Transfer Agreement may be executed in one or more counterparts,
each
of which so executed and delivered shall be deemed an original, but all such
counterparts together shall constitute but one and the same
instrument.
EXHIBIT
E
FORM
OF
CERTIFICATION REGARDING SUBSTITUTION OF DEFECTIVE LOANS
OFFICER'S
CERTIFICATE OF DLJ MORTGAGE CAPITAL, INC.
[_______]
[__], 2007
I,
____________, hereby certify that I am the duly authorized officer of DLJ
Mortgage Capital, Inc., a Delaware corporation ("DLJMC"),
and
further certify that each of the Loans substituted by DLJMC on [_______] [___],
20[___] were in violation of the terms of the Mortgages related
thereto.
Capitalized
terms used but not defined herein have the meanings ascribed to them in the
Indneture dated as of March 9, 2007, between Home Equity Mortgage Trust 2007-1,
as issuer and U.S. Bank National Association, as indenture trustee (the
"Indenture").
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DLJ
MORTGAGE CAPITAL, INC.
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Name:
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Title:
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