EXECUTION COPY
BEAR XXXXXXX ASSET BACKED SECURITIES, INC.,
as Purchaser
and
UNITED NATIONAL BANK
as Seller
HOME LOAN PURCHASE AGREEMENT
Dated as of March 1, 1999
Home Loans
United National Home Loan Owner Trust 1999-1
Table of Contents
Page
ARTICLE I.
DEFINITIONS
Section 1.01. Definitions........................................4
ARTICLE II.
SALE OF HOME LOANS; PAYMENT OF PURCHASE PRICE
Section 2.01. Sale of Home Loans.................................4
Section 2.02. [RESERVED].........................................5
Section 2.03. Obligations of Seller Upon Sale....................5
Section 2.04. Payment of Purchase Price for the Home Loans.......7
ARTICLE III.
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
Section 3.01. Seller Representations and Warranties
Relating to the Home Loans.......................8
Section 3.02. Seller Representations and Warranties...............8
Section 3.03. Representations and Warranties of the Purchaser....10
Section 3.04. Remedies for Breach................................10
ARTICLE IV.
SELLER'S COVENANTS
Section 4.01. Covenants of the Seller............................11
ARTICLE V.
[RESERVED]
ARTICLE VI.
TERMINATION
Section 6.01. Termination........................................11
ARTICLE VII.
MISCELLANEOUS PROVISIONS
Section 7.01. Amendment..........................................11
Section 7.02. Governing Law......................................12
Section 7.03. Notices............................................12
Section 7.04. Severability of Provisions.........................12
Section 7.05. Counterparts.......................................12
Section 7.06. Further Agreements.................................12
Section 7.07. Intention of the Parties...........................13
Section 7.08. Successors and Assigns: Assignment of
Purchase Agreement..............................13
Section 7.09. Survival...........................................13
Schedule I Home Loans.......................................................I-1
HOME LOAN PURCHASE AGREEMENT, dated as of March 1, 1999 (the "Agreement"),
between United National Bank (the "Seller") and Bear Xxxxxxx Asset Backed
Securities, Inc. (the "Purchaser").
W I T N E S S E T H
WHEREAS, the Seller is the owner of (i) the notes or other evidence of
indebtedness (the "Debt Instruments") so indicated on Schedule I hereto referred
to below, and Related Documents (as defined below) (collectively, the "Home
Loans");
WHEREAS, the Seller in the case of the Home Loans, as of the date hereof
owns the mortgages (the "Mortgages") on the properties (the "Mortgaged
Properties") securing such Home 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 Home Loans or the Mortgaged
Properties or the Obligors on the Home Loans;
WHEREAS, the parties hereto desire that the Seller sell the Home Loans to
the Purchaser pursuant to the terms of this Agreement;
WHEREAS, pursuant to the terms of a Sale and Servicing Agreement dated as
of March 1, 1999 (the "Sale and Servicing Agreement") among the Trust, as
issuer, the Purchaser, as depositor, the Seller, as seller, Advanta Mortgage
Corp., USA, as servicer, and U.S. Bank National Association, as indenture
trustee, co-owner trustee and custodian (the "Indenture Trustee"), the Purchaser
will convey the Home Loans to United National Home Loan Trust 1999-1 (the
"Trust"); and
WHEREAS, the Purchaser will assign to the Issuer and the Issuer will pledge
to the Indenture Trustee all of the Purchaser's rights against the Seller
pursuant to this Agreement as described herein.
NOW, THEREFORE, in consideration of the mutual covenants herein contained,
the parties hereto agree as follows:
ARTICLE I.
DEFINITIONS
Section 1.01. Definitions. All capitalized terms used but not defined
herein shall have the meanings assigned thereto in the Sale and Servicing
Agreement.
ARTICLE II.
SALE OF HOME LOANS; PAYMENT OF PURCHASE PRICE
Section 2.01. Sale of Home Loans. The Seller, concurrently with the
execution and delivery of this Agreement and on each date of substitution
pursuant to Section 3.05 of the Sale and Servicing Agreement, does hereby sell,
assign, set over and otherwise convey to the Purchaser, without recourse, (i)
all of its right, title and interest in and to each Home Loan, including the
Cut-Off Date Principal Balance, all interest accruing thereon after the Cut-Off
Date and all collections in respect of interest and principal received after the
Cut-Off Date (excluding the rights to (a) receive prepayment fees and prepayment
penalties and (b) interest accrued on the Home Loans up to and including the
Cut-Off Date, which rights are retained by the Seller); (ii) the related
Mortgages; (iii) property which has been acquired by foreclosure or deed in lieu
of foreclosure; (iv) its interest in any insurance policies in respect of the
Home Loans and any Insurance Proceeds; (v) the Related Documents; and (vi) all
proceeds of any of the foregoing.
Section 2.02. [RESERVED].
Section 2.03. Obligations of Seller Upon Sale. In connection with any
transfer pursuant to Section 2.01 hereof, the Seller further agrees, at its own
expense, on or prior to the Closing Date, or date of substition, as the case may
be, (a) to indicate in its books and records that the Home Loans have been sold
to the Purchaser or to the Issuer as assignee of the Purchaser and pledged by
the Issuer to the Indenture Trustee, as applicable, pursuant to this Agreement
and (b) to deliver to the Purchaser and the Indenture Trustee a computer file
containing a true and complete list of all such Home Loans specifying for each
such Home Loan, as of the Cut-Off Date, (i) its account number and (ii) the
Cut-Off Date Principal Balance. Such file, which forms a part of Exhibit A to
the Sale and Servicing Agreement, shall also be marked as Schedule I to this
Agreement and is hereby incorporated into and made a part of this Agreement.
Except as specified in Section 2.05(a) of the Sale and Servicing Agreement,
in connection with any conveyance hereunder by the Seller, the Seller shall on
behalf of the Purchaser deliver to, and deposit with the Indenture Trustee, on
or before the Closing Date the following documents or instruments with respect
to each Home Loan (the "Related Documents"):
(i) the original Debt Instrument, endorsed in blank, with all
intervening endorsements showing a complete chain of title from the
originator of such Home Loan to the Seller;
(ii) the original Mortgage, with evidence of recording thereon,
provided that if the original Mortgage has been delivered for recording to
the appropriate public recording office of the jurisdiction in which the
Mortgaged Property is located but has not yet been returned to the Seller
by such recording office, the Seller shall deliver to the Custodian a
certified true copy of such original Mortgage so certified by the Seller,
together with a certificate of the Seller certifying that such original
Mortgage has been so delivered to such recording office; in all such
instances, the Seller shall deliver or cause to be delivered the original
recorded Mortgage to the Custodian promptly upon receipt of the original
recorded Mortgage;
(iii) the original Assignment of Mortgage, to "U.S. Bank National
Association as Indenture Trustee for United National Home Loan Owner Trust
1999-1", which assignment shall be in form and substance acceptable for
recording;
(iv) if required, the original attorney's opinion of title or the
original policy of title insurance, provided that if any such original
policy of title insurance has not yet been received by the Seller, the
Seller shall have delivered to the Custodian a copy of such policy or a
title insurance binder or commitment for the issuance of such policy;
(v) originals of all intervening assignments of Mortgage, with
evidence of recording thereon, showing a complete chain of title from the
originator to the Seller, provided that if any such original intervening
assignment of Mortgage has been delivered for recording to the appropriate
public recording office of the jurisdiction in which the Mortgaged Property
is located but has not yet been returned to the Seller by such recording
office, the Seller may have delivered to the Custodian a certified true
copy of such original assignment of Mortgage so certified by the Seller,
together with a certificate of the Seller certifying that such original
assignment of Mortgage has been so delivered to such recording office; in
all such instances, the Seller shall deliver or cause to be delivered any
such original assignments to the Custodian promptly upon receipt thereof;
and
(vi) originals of all assumption, modification, consolidation or
substitution agreements, if any.
The Seller hereby confirms to the Indenture Trustee that it has made the
appropriate entries in its general accounting records, to indicate that such
Home Loans have been transferred to the Purchaser by the Seller and to the
Issuer by the Purchaser and pledged to the Indenture Trustee by the Issuer and
constitute part of the Trust Estate in accordance with the terms of the Sale and
Servicing Agreement.
The Seller further hereby confirms to the Purchaser that, as of the Closing
Date it has caused the portions of its ledgers relating to the Home Loans
maintained by the Seller to be clearly and unambiguously marked to indicate that
the Home Loans have been sold to the Purchaser or the Issuer as assignee of the
Purchaser and pledged to the Indenture Trust by the Issuer, as applicable. The
ledger shall indicate that the Home Loans are held by the Indenture Trustee in
its capacity as custodian of the United National Home Loan Trust 1999-1.
In all instances where the original recorded Mortgage is not delivered as
provided in clause (ii) above and instances where intervening assignments with
evidence of recording thereon called for by clause (iii) above (other than with
respect to an Assignment of Mortgage to be prepared by the Indenture Trustee)
and clause (v) above (other than with respect to the intervening assignment from
Keystone or KMC, as the case may be, to the Seller to be prepared by the
Indenture Trustee pursuant to Section 2.05(a) of the Sale and Servicing
Agreement), are unavailable, the Seller will deliver or cause to be delivered
the original recorded Mortgage and intervening assignments with evidence of
recording thereon, as applicable, to the Indenture Trustee, as assignee of the
Issuer, promptly upon receipt thereof but in no event later than one year after
the Closing Date.
The Purchaser hereby acknowledges its acceptance of all right, title and
interest to the Home Loans and other property, now existing and hereafter
created or conveyed to it pursuant to Section 2.01.
The parties hereto intend that the transaction set forth herein be a sale
by the Seller to the Purchaser of all the Seller's right, title and interest in
and to the Home Loans and other property described above. In the event the
transaction set forth herein is deemed not to be a sale, the Seller hereby
grants to the Purchaser a security interest in all of the Seller's right, title
and interest in, to and under the Home Loans and other property described above,
whether now existing or hereafter created, to secure all of the Seller's
obligations hereunder; and this Agreement shall constitute a security agreement
under applicable law. The Seller and the Purchaser shall, to the extent
consistent with this Agreement, take such actions as may be necessary to ensure
that, if this Agreement were deemed to create a security interest in the Home
Loans, such security interest would be deemed to be a perfected security
interest of first priority under applicable law and will be maintained as such
throughout the term of the Sale and Servicing Agreement.
Section 2.04. Payment of Purchase Price for the Home Loans. (a) In
consideration of the sale of the Home Loans from the Seller to the Purchaser on
the Closing Date, the Purchaser agrees (i) to pay to the Seller on the Closing
Date by transfer of immediately available funds, an amount equal to the sum of
$138,229,024.78 (which sum is net of certain fees and expenses agreed to by the
Seller) in respect of the Home Loans, and (ii) to deliver to the Seller or cause
to be delivered to the Seller the Certificates including the Residual Interest
Certificate, registered in the name of the Seller or its designee. The Seller
shall pay, and be billed directly for, all expenses incurred by the Purchaser or
the Issuer in connection with the issuance of the Securities, including, without
limitation, printing fees incurred in connection with the prospectus supplement
and the prospectus relating to the Securities, blue sky registration fees and
expenses, fees and expenses of Purchaser's counsel, fees of the rating agencies
requested to rate the Securities, accountant's fees and expenses and the fees
and expenses of the Owner Trustee, the Co-Owner Trustee and the Indenture
Trustee and other out-of-pocket costs, if any.
(b) Other than as specified in Section 2.05(a) of the Sale and Servicing
Agreement, within 30 days of the Closing Date, the Seller, at its own expense,
shall submit for recording each Assignment of Mortgage in favor of the Indenture
Trustee as transferee of the Issuer pursuant to the Sale and Servicing Agreement
in the appropriate real property or other records. With respect to any
Assignment of Mortgage as to which the related recording information is
unavailable within the applicable time period set forth above, such Assignment
of Mortgage shall be submitted for recording within 30 days after receipt of
such information but in no event later than one year from the date such
Assignment of Mortgage is otherwise required to be recorded pursuant to this
Section 2.04(b) unless such Assignment of Mortgage is prepared and submitted for
recordation by the Indenture Trustee. The Indenture Trustee shall be required,
pursuant to the Sale and Servicing Agreement, to retain a copy of each
Assignment of Mortgage submitted for recording. In the event that any such
Assignment of Mortgage is lost or returned unrecorded because of a defect
therein, the Seller shall, or shall cause the Indenture Trustee to, promptly
prepare a substitute Assignment of Mortgage or cure such defect, as the case may
be, and shall be required to submit each such Assignment of Mortgage for
recording. With respect to any "Non-Recordation" State, the Seller may provide
to the Indenture Trustee (and to each Rating Agency, in the case of any state in
which 5% or more by Principal Balance as of the Cut-Off Date of the Mortgaged
Properties are located), an opinion of counsel in a form reasonably acceptable
to the Indenture Trustee (and, where applicable, to each Rating Agency), to the
effect that, as to any Home Loan with respect to which the related Mortgaged
Property is located in such state, recordation of an assignment of the Mortgage
in such state is not necessary to transfer title to the related Mortgage Note to
the Issuer or to pledge to the Indenture Trustee the Issuer's rights under such
Mortgage Note in respect of which the Mortgaged Property is located in such
state. Any failure of the Seller to comply with this Section shall result in the
obligation of the Seller to repurchase or substitute an Eligible Substitute Home
Loan for the related Home Loan pursuant to the provisions of the Sale and
Servicing Agreement.
ARTICLE III.
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
Section 3.01. Seller Representations and Warranties Relating to the Home
Loans. The Seller represents and warrants to the Purchaser that with respect to
the Home Loans as of the Closing Date or date of substitution with respect to
each Qualified Substitute Home Loan, each of the representations and warranties
contained in Section 3.03 of the Sale and Servicing Agreement, with the same
force and effect as if fully set forth herein, is true and correct as of the
Closing Date or date of substitution, as the case may be.
With respect to the representations and warranties set forth in this
Section 3.01 that are made to the best of the Seller's knowledge or as to which
the Seller has no knowledge, if it is discovered by the Depositor, the Seller,
the Servicer or the Indenture Trustee as set forth in the Sale and Servicing
Agreement that the substance of such representation and warranty is inaccurate
and such inaccuracy materially and adversely affects the value of the related
Home Loan then, notwithstanding the Seller's lack of knowledge with respect to
the substance of such representation and warranty being inaccurate at the time
the representation or warranty was made, such inaccuracy shall be deemed a
breach of the applicable representation or warranty.
With respect to any breach of a representation or warranty set forth in
this Section 3.01, the Seller shall cure, repurchase or substitute in accordance
with the Sale and Servicing Agreement.
It is understood and agreed that the representations and warranties set
forth in this Section 3.01 shall survive the sale and assignment of the Home
Loans to the Purchaser.
Section 3.02. Seller Representations and Warranties. The Seller hereby
represents and warrants to the Purchaser that as of the Closing Date or as of
such date specifically provided herein:
(i) The Seller is a national banking association duly organized, validly
existing and in good standing under the laws of the jurisdiction of its creation
and has the power and authority to own its assets and to transact the business
in which it is currently engaged. The Seller is duly qualified to do business
and is in good standing in each jurisdiction in which the character of the
business transacted by it or properties owned or leased by it requires such
qualification and in which the failure so to qualify would have a material
adverse effect on (a) its business, properties, assets or condition (financial
or other), (b) its performance of its obligations under this Agreement, (c) the
value or marketability of the Home Loans or (d) the ability to foreclose on the
related Mortgaged Properties;
(ii) The Seller has the power and authority to make, execute, deliver and
perform this Agreement and to consummate all of the transactions contemplated
under this Agreement, and has taken all necessary action to authorize the
execution, delivery and performance of this Agreement. When executed and
delivered, this Agreement will constitute its legal, valid and binding
obligation enforceable in accordance with its terms, except as enforcement of
such terms may be limited by bankruptcy, insolvency, reorganization,
receivership, moratorium or similar laws affecting the enforcement of creditors'
rights generally and by the availability of equitable remedies;
(iii) The Seller holds all necessary licenses, certificates and permits
from all government authorities necessary for conducting its business as it is
presently conducted. It is not required to obtain the consent of any other party
or any consent, license, approval or authorization from, or registration or
declaration with, any governmental authority, bureau or agency in connection
with the execution, delivery, performance, validity or enforceability of this
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, prior to the Closing Date;
(iv) The execution, delivery and performance of this Agreement by it will
not conflict with or result in a breach of, or constitute a default under, any
provision of any existing law or regulation or any order or decree of any court
applicable to the Seller or any of its properties or any provision of its
Articles of Association or Bylaws, or constitute a material breach of, or result
in the creation or imposition of any lien, charge or encumbrance upon any of its
properties pursuant to, any mortgage, indenture, contract or other agreement to
which it is a party or by which it may be bound;
(v) No litigation or administrative proceeding of or before any court,
tribunal or governmental body is currently pending, or to its knowledge
threatened, against the Seller or any of its properties or with respect to this
Agreement or the Securities which in its opinion has a reasonable likelihood of
resulting in a material adverse effect on the transactions contemplated by this
Agreement;
(vi) No certificate of an officer, statement furnished in writing or report
delivered pursuant to the terms hereof by the Seller contains any untrue
statement of a material fact or omits to state any material fact necessary to
make the certificate, statement or report not misleading;
(vii) The transactions contemplated by this Agreement are in the ordinary
course of the Seller's business;
(viii) The Seller is not insolvent, nor will the Seller be made insolvent
by the transfer of the Home Loans, nor is the Seller aware of any pending
insolvency;
(ix) The Seller is not in violation of, and the execution and delivery of
this Agreement by it and its performance and compliance with the terms of this
Agreement will not constitute a violation with respect to, any order or decree
of any court or any order or regulation of any federal, state, municipal or
governmental agency having jurisdiction, which violation would materially and
adversely affect the Seller's condition (financial or otherwise) or operations
or any of the Seller's properties or materially and adversely affect the
performance of any of its duties hereunder;
(x) There are no actions or proceedings against, or investigations of, it
pending or, to its knowledge, threatened, before any court, administrative
agency or other tribunal (A) that, if determined adversely, would prohibit the
Seller from entering into this Agreement and the Sale and Servicing Agreement,
(B) seeking to prevent the consummation of any of the transactions contemplated
by this Agreement or (C) that, if determined adversely, would prohibit or
materially and adversely affect the Seller's performance of any of its
respective obligations under, or the validity or enforceability of, this
Agreement and the Sale and Servicing Agreement;
(xi) The Seller represents and warrants that it did not sell the Home Loans
to the Depositor as Purchaser under this Agreement with any intent to hinder,
delay or defraud any of its creditors; and the Seller will not be rendered
insolvent as a result of the sale of the Home Loans to the Depositor as
Purchaser under this Agreement;
(xii) The Seller represents and warrants that it acquired title to the Home
Loans in good faith, without notice of any adverse claim; and
(xiii) The Seller represents and warrants that the transfer, assignment and
conveyance of the Debt Instruments and the Mortgages by the Seller pursuant to
this Agreement are not subject to the bulk transfer laws or any similar
statutory provisions in effect in any applicable jurisdiction.
Section 3.03. Representations and Warranties of the Purchaser. The
Purchaser represents and warrants to the Seller as of the Closing Date or as of
such date specifically provided herein:
(i) this Agreement constitutes a legal, valid and binding obligation of the
Purchaser, enforceable against the Purchaser 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); and
(ii) the Purchaser has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware, with full
corporate power and authority to own its assets and conduct its business as
presently being conducted.
Section 3.04. Remedies for Breach. With respect to a breach of any
representation or warranty set forth in Section 3.01 or Section 3.02, the Seller
hereby agrees to comply with the remedy provisions set forth in Section 3.05 of
the Sale and Servicing Agreement with respect thereto.
ARTICLE IV.
SELLER'S COVENANTS
Section 4.01. Covenants of the Seller. The Seller hereby covenants that
except for the transfer hereunder, the Seller will not sell, pledge, assign or
transfer to any other Person, or grant, create, incur, assume or suffer to exist
any Lien on any Home Loan, or any interest therein; the Seller will notify the
Indenture Trustee, as assignee of the Purchaser's assignee, of the existence of
any lien on any Home Loan immediately upon discovery thereof; and the Seller
will defend the right, title and interest of the Trust, as assignee of the
Purchaser, in, to and under the Home Loans, against all claims of third parties
claiming through or under the Seller; provided, however, that nothing in this
Section 4.01 shall prevent or be deemed to prohibit the Seller from suffering to
exist upon any of the Home Loans 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 the Seller shall currently be contesting
the validity thereof in good faith by appropriate proceedings and shall have set
aside on its books adequate reserves with respect thereto.
ARTICLE V.
[RESERVED]
ARTICLE VI.
TERMINATION
Section 6.01. Termination. The respective obligations and responsibilities
of the Seller and the Purchaser created hereby shall terminate, except for the
Purchaser's and the Seller's indemnity obligations as provided herein, upon the
termination of the Trust as provided in Article XI of the Sale and Servicing
Agreement.
ARTICLE VII.
MISCELLANEOUS PROVISIONS
Section 7.01. Amendment. This Agreement may be amended from time to time by
the Seller and the Purchaser by written agreement signed by the Seller and the
Purchaser.
Section 7.02. 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 7.03. 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:
if to the Seller:
United National Bank
000 Xxxxxx Xxxxxx
Xxxxxxxxxxx, XX 00000
Attention: President
or such other address as may hereafter be furnished to the Purchaser in writing
by the Seller.
if to the Purchaser:
Bear Xxxxxxx Asset Backed Securities, Inc.
000 Xxxx Xxxxxx
Xxx Xxxx, XX 00000
Attention: Asset Backed Securities
or such other address as may hereafter be furnished to the Seller in writing by
the Purchaser.
Section 7.04. Severability of Provisions. If any one or more of the
covenants, agreements, provisions of 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 7.05. Counterparts. This Agreement may be executed in one or more
counterparts and by the different parties hereto on separate 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 7.06. Further Agreements. The Purchaser and the Seller each agree
to execute and deliver to the other such additional documents, instruments or
agreements as may be necessary or reasonable and appropriate to effectuate the
purposes of this Agreement or in connection with the issuance of the Securities.
Without limiting the generality of the foregoing, as a further inducement
for the Purchaser to purchase the Home Loans from the Seller, the Seller will
cooperate with the Purchaser in connection with the sale of any of the
securities representing interests in or collaterized by the Home Loans. In that
connection, the Seller will provide to the Purchaser any and all information and
appropriate verification of information, whether through letters of its auditors
and counsel or otherwise, as the Purchaser shall reasonably request and will
provide to the Purchaser such additional representations and warranties,
covenants, opinions of counsel, letters from auditors, and certificates of
public officials or officers of the Seller as are reasonably required in
connection with such transactions and the offering of the Notes.
Section 7.07. Intention of the Parties. It is the intention of the parties
that the Purchaser is purchasing, and the Seller is selling, the Home Loans
rather than pledging the Home Loans to secure a loan by the Purchaser to the
Seller. Accordingly, the parties hereto each intend to treat the transaction for
all purposes (other than Federal income tax purposes) as a sale by the Seller,
and a purchase by the Purchaser, of the Home Loans. The Purchaser and its
assignees will have the right to review the Home Loans and the related Home Loan
Files to determine the characteristics of the Home Loans which will affect the
consequences of owning the Home Loans and the Seller will cooperate with all
reasonable requests made by the Purchaser and its assignees in the course of
such review.
Section 7.08. Successors and Assigns: Assignment of Purchase Agreement.
This Agreement shall bind and inure to the benefit of and be enforceable by the
Seller, the Purchaser and the Indenture Trustee. The obligations of the Seller
under this Agreement cannot be assigned or delegated to a third party without
the consent of the Purchaser, which consent shall be at the Purchaser's sole
discretion except that the Purchaser acknowledges and agrees that the Seller may
assign its obligations hereunder to any Person into which the Seller is merged
or any corporation resulting from any merger, conversion or consolidation to
which the Seller is a party or any Person succeeding to the business of the
Seller. The parties hereto acknowledge that the Purchaser is acquiring the Home
Loans for the purpose of assigning them to the Issuer and that the Issuer will
pledge the Home Loans and other property described herein to the Indenture
Trustee as collateral for the Notes. As an inducement to the Purchaser to
purchase the Home Loans, the Seller acknowledges and consents to the assignment
by the Purchaser to the Issuer and the pledge by the Issuer to the Indenture
Trustee of all of the Purchaser's rights against the Seller pursuant to this
Agreement insofar as such rights relate to Home Loans pledged to such Indenture
Trustee and to the enforcement or exercise of any right or remedy against the
Seller pursuant to this Agreement by the Indenture Trustee under the Sale and
Servicing Agreement. Such enforcement of a right or remedy by the Indenture
Trustee shall have the same force and effect as if the right or remedy had been
enforced or exercised by the Purchaser directly.
Section 7.09. Survival. The representations and warranties set forth in
Sections 3.01 and 3.02 shall survive the purchase of the Home Loans hereunder
and the issuance of the Securities.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to
be signed to this Home Loan Purchase Agreement by their respective officers
thereunto duly authorized as of the day and year first above written.
BEAR XXXXXXX ASSET BACKED
SECURITIES, INC.,
as Purchaser
By: /s/ Xxxxxxx Xxxxxxx
--------------------------------
Name: Xxxxxxx Xxxxxxx
Title: Managing Director
UNITED NATIONAL BANK,
as Seller
By: /s/ Xxx X. Xxxxxx
--------------------------------
Name: Xxx X. Xxxxxx
Title: Executive Vice President
STATE OF NEW YORK )
)ss.:
COUNTY OF NEW YORK )
On the 24th day of March 1, 1999 before me, a Notary Public in and
for said State, personally appeared Xxxxxxx Xxxxxxx, known to me to be a
Managing Director of BEAR XXXXXXX ASSET BACKED SECURITIES, INC., the
corporation that executed the within instrument, and also known to me to be
the person who executed it on behalf of said corporation, and acknowledged to
me that such corporation executed the within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Xxxxxxx Xxxxxx
------------------
Notary Public
STATE OF WEST VIRGINIA )
)ss.:
COUNTY OF OHIO )
On the 24th day of March 1999 before me, a Notary Public in and for
said State, personally appeared Xxx X. Xxxxxx, known to me to be an Executive
Vice President of UNITED NATIONAL BANK, the company that executed the within
instrument, and also known to me to be the person who executed it on behalf of
said corporation, and acknowledged to me that such corporation executed the
within instrument.
IN WITNESS WHEREOF, I have hereunto set my hand and affixed my official
seal the day and year in this certificate first above written.
/s/ Xxxxx X. Xxxxx
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Notary Public
SCHEDULE I
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