Unassociated Document


    LOAN
      PURCHASE AGREEMENT


     

    THIS
      LOAN
      PURCHASE AGREEMENT, dated April
      28, 2006,
      is entered into by and among DLJ Mortgage Capital, Inc., a Delaware corporation
      (“Sponsor”), Asset Backed Securities Corporation, a Delaware corporation
      (“Purchaser”), U.S. Bank National Association, as indenture trustee (the
“Indenture Trustee”) and Home Equity Mortgage Trust 2006-2 (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 related 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 related 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 Certifications of the Custodians, the Indenture Trustee acknowledges
      receipt by the Custodians of the documents identified in the Initial
      Certifications and declares that the Custodians hold such documents and the
      other documents delivered to the Custodians 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 Custodians will maintain possession of the Loans
      and
      the Loan Files in the State of Illinois, California or Texas, as applicable,
      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 and the Servicer an Initial Certifications
      from the Custodians (to the extent received by the Indenture Trustee from the
      Custodians). Based on its review and examination, and only as to the documents
      identified in such Initial Certifications, the Custodians, pursuant to the
      terms
      of the related Custodial Agreement, will acknowledge that such documents appear
      regular on their face and relate to such Loan. Neither the Indenture Trustee
      nor
      the Custodians 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 Custodians 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 Certifications from the Custodians provided for in the
      Custodial Agreement, the Indenture Trustee cause to be delivered to the
      Purchaser, the Sponsor and the Servicer such Final Certifications, with any
      applicable exceptions noted thereon.

     

    (c)  If,
      in
      the course of such review, the Indenture Trustee is notified by a 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 related 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 related Custodian.
      Any substitution shall not be effected prior to the additional delivery to
      the
      Indenture Trustee or the related 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 related Servicer in the Custodial Account maintained by it
      pursuant to Section 3.02 of the Servicing Agreement and, upon receipt of such
      deposit, the related Custodian, pursuant to the terms of the related 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 related 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 Custodians. In connection
      with
      the assignment of any Loan registered on the MERS® System, the related Custodian
      shall cause, at the related 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 (“Plan”) within the meaning of
      section 3(3) of the Employee Retirement Income Security Act of 1974, as amended
      (“ERISA”) or a plan (also “Plan”) within the meaning of section 4975(e)(1) of
      the Internal Revenue Code of 1986 as amended (“Code”), 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, a Servicer, the Indenture Trustee,
      the
      Insurer or
      any
      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, a Servicer,
      the
      Owner Trustee, the Indenture Trustee, the Insurer or any 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 related Servicer in the Custodial Account maintained by it pursuant
      to
      Section 3.02 of the Servicing Agreement.

     

    Sponsor
      shall also deliver to the related 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 related Servicer will be retained
      by the related Servicer and remitted by the related 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 related Servicer pursuant to the Servicing Agreement) into
      the
      Custodial Account on the day of substitution, without any reimbursement
      therefor.

     

    Upon
      receipt by the Indenture Trustee on behalf of the Issuer and the Related
      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 related Custodian,
      pursuant to the terms of the related 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 related
      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 related 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 Related 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 in a Loan Group
      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 related Custodial Account and upon such deposit of
      the
      Repurchase Price, the related Custodian, pursuant to the terms of the related
      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 related 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 April
      28, 2006
      (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 2006-2,
      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.

    
       

    

     

    
      	
              DLJ
                MORTGAGE CAPITAL, INC., 

              as
                Sponsor

            
	 	 
	
              By:

            	/s/
              Tim Kuo
	
              Name:

            	Tim Kuo
	
              Title:

            	Vice
              President
	 	 
	 	 
	
              ASSET
                BACKED SECURITIES CORPORATION,

              as
                Purchaser

            
	 	 
	 	 
	
              By:

            	/s/
Bruce
              S. Kaiserman
	
              Name:

            	
              Bruce
                S. Kaiserman

            
	
              Title:

            	Vice
              President
	 	 
	 	 
	
              U.S.
                BANK NATIONAL ASSOCIATION,

              as
                Indenture Trustee

            
	 	 
	 	 
	
              By:

            	/s/
Becky
              Warren
	
              Name:

            	 BeckyWarren  
	
              Title:

            	Assistant
              Vice President
	 	 
	 	 
	
              HOME
                EQUITY MORTGAGE TRUST 2006-2, as Issuer

               

            
	
              By:

            	
              WILMINGTON
                TRUST COMPANY, not in its individual capacity but solely as Owner
                Trustee

            
	 	 
	
              By:

            	/s/
              Anita E. Dallago
	
              Name:

            	Anita
              E. Dallago 
	
              Title:

            	Senior
              Financial Services Officer


    

    


     

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

        
        

      

    



    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 Related
      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 Cut-off Date, (a) no more than 1.71% of the Initial Loans (by aggregate
      Cut-ff Date Principal Balances of the Initial Loans) are more than 30 days
      delinquent and (b) no more than 0.08% of the Initial Loans are more than 60
      days
      delinquent;

     

    (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 _________ ___, 2005 (this “Subsequent
      Transfer Agreement”), among ASSET BACKED SECURITIES CORPORATION, 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”), [WILSHIRE CREDIT CORPORATION, as a
      servicer (“Wilshire”)], [Ocwen Loan Servicing, LLC, as a servicer (“Ocwen”)],
      [PNC BANK, N.A., as a servicer (“PNC”) and
      together with Wilshire and Ocwen, the “Servicers”)], [SELECT PORTFOLIO
      SERVICING, INC., as a special servicer (the “Special Servicer”)], HOME EQUITY
      MORTGAGE TRUST 2006-2 (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 April 28, 2006, 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.