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COUNTRYWIDE HOME LOANS, INC.
Seller
CWABS, INC.
Purchaser
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PURCHASE AGREEMENT
Dated as of September 29, 2004
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REVOLVING HOME EQUITY LOAN ASSET BACKED NOTES
Series 2004-I
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Table of Contents
Page
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ARTICLE I
DEFINITIONS
Section 1.01. Definitions. ..........................................1
ARTICLE II
SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
Section 2.01. Sale of the Mortgage Loans. ...........................2
Section 2.02. Obligations of Seller Upon Sale. ......................2
Section 2.03. Payment of Purchase Price for the Mortgage Loans. .....5
ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
Section 3.01. Seller Representations and Warranties. ................5
Section 3.02. Seller Representations and Warranties Relating to the
Mortgage Loans. .......................................6
ARTICLE IV
SELLER'S COVENANTS
Section 4.01. Covenants of the Seller. .............................17
ARTICLE V
SERVICING
Section 5.01. Servicing. ...........................................17
ARTICLE VI
TERMINATION
Section 6.01. Termination. .........................................17
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.01. Amendment. ...........................................17
Section 7.02. Governing Law. .......................................18
Section 7.03. Notices. .............................................18
Section 7.04. Severability of Provisions. ..........................18
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Section 7.05. Counterparts. ........................................18
Section 7.06. Further Agreements. ..................................19
Section 7.07. Successors and Assigns: Assignment of Purchase
Agr19ment.
Section 7.08. Survival. ............................................19
SCHEDULES AND ANNEXES
Schedule I ................................................Sch-II-1
Schedule II ................................................Sch-II-1
Annex I .................................................Xxx-1-1
ii
THIS PURCHASE AGREEMENT, dated as of September 29, 2004 (the
"Agreement"), between COUNTRYWIDE HOME LOANS, INC., a New York corporation
(the "Seller"), and CWABS, INC., a Delaware corporation (the "Purchaser"),
W I T N E S S E T H:
WHEREAS, the Seller is the owner of the notes or other evidence of
indebtedness indicated on Schedule I and certain other notes or other evidence
of indebtedness made or to be made in the future, and Related Documentation;
and
WHEREAS, by the date of their transfer, the Seller will own the
mortgages on the properties securing the Mortgage Loans, including rights to
(a) any property acquired by foreclosure or deed in lieu of foreclosure or
otherwise and (b) the proceeds of any hazard insurance policies on the
Mortgaged Properties; and
WHEREAS, the Seller wants to sell the Mortgage Loans to the Purchaser
pursuant to this Agreement; and
WHEREAS, pursuant to the Sale and Servicing Agreement, of even date with
this Agreement (the "Sale and Servicing Agreement"), among the Purchaser, as
depositor, the Seller, as sponsor and master servicer, the Trust, and the
Indenture Trustee, the Purchaser will transfer the Mortgage Loans to the
Trust;
NOW, THEREFORE, the parties agree as follows.
ARTICLE I
DEFINITIONS
Section 1.01. Definitions.
Capitalized terms used in this Agreement that are not otherwise defined
have the meanings given to them in the Indenture, and if not defined there, in
the Sale and Servicing Agreement. In addition, Section 1.04 (Rules of
Construction) of the Indenture is incorporated by reference with appropriate
substitution of this Agreement for references in that Section to the Indenture
so that the language of that Section will read appropriately as applying to
this Agreement.
ARTICLE II
SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
Section 2.01......Sale of the Mortgage Loans.
(a) The Mortgage Loans. Concurrently with the execution and delivery of this
Agreement, the Seller hereby transfers to the Purchaser, without
recourse, all of its right, title and interest existing now or in the
future in,
(i) each Mortgage Loan, including its Asset Balance (including all
Additional Balances), the related Mortgage File, all property that
secures the Mortgage Loan, and all collections received on it after the
Cut-off Date (excluding payments due by the Cut-off Date);
(ii) property that secured a Mortgage Loan that is acquired by foreclosure or
deed in lieu of foreclosure;
(iii) the Seller's rights under the hazard insurance policies;
(iv) all rights under any guaranty executed in connection with a Mortgage
Loan;
(v) all other assets included or to be included in the Trust for the benefit
of the Noteholders and the Credit Enhancer; and
(vi) all proceeds of the foregoing.
(b) By the sale of the Mortgage Loan and its Additional Balances, the Seller
has sold to the Purchaser, and the Purchaser has purchased from the
Seller, each future draw of new borrowing under the related Credit Line
Agreement. The Purchaser shall pay the Seller for each Additional
Balance in cash in an amount equal to the principal amount of the
Additional Balance as it arises. The Trust, the Seller, and the
Purchaser may agree to a netting arrangement in connection with this
transaction, when appropriate, rather than actually moving cash.
Section 2.02......Obligations of Seller Upon Sale.
In connection with any transfer pursuant to Section 2.01, the Seller
further agrees, at its own expense:
(a) to deliver to the Purchaser by the Closing Date a Mortgage Loan Schedule
containing an accurate list of all Mortgage Loans, specifying for each
Mortgage Loan, among other things, its account number and its Cut-off Date
Asset Balance; and
(b) to indicate in its books and records that the Mortgage Loans have been
sold to the Indenture Trustee, as assignee of the Purchaser, pursuant to this
Agreement by the Closing Date for the Mortgage Loans.
The Mortgage Loan Schedule is Exhibit A to the Sale and Servicing
Agreement and shall also be marked as Schedule I to this Agreement and is
hereby incorporated into this Agreement.
The Seller agrees to perfect and protect the Purchaser's interest in
each Mortgage Loan and its proceeds by preparing, executing, and filing a
UCC-1 Financing Statement with the Secretary of State in the State of New York
describing the Mortgage Loans and naming the Seller as debtor and the
Purchaser as secured party and indicating that the Mortgage Loans have been
assigned to the Trust and all necessary Continuation Statements and any
additional UCC-1 Financing Statements due to a change in the name or the state
of incorporation of the Seller. The Financing Statement shall be filed by the
Closing Date. This Financing Statement will state in bold-faced type that a
purchase of the Mortgage Loans included in the collateral covered by the
Financing Statement from the debtor will violate the rights of the secured
party and its assignee.
The Purchaser agrees to perfect and protect the Trust's interest in each
Mortgage Loan and its proceeds by preparing, executing, and filing a UCC-1
Financing Statement with the Secretary of State in the State of Delaware
describing the Mortgage Loans and naming the Purchaser as debtor and the Trust
as secured party (and indicating that the Mortgage Loans have been pledged to
the Indenture Trustee) and all necessary Continuation Statements and any
additional UCC-1 Financing Statements due to a change in the name or the state
of incorporation of the Purchaser. The Financing Statement shall be filed by
the Closing Date. This Financing Statement will state in bold-faced type that
a purchase of the Mortgage Loans included in the collateral covered by the
Financing Statement from the debtor will violate the rights of the secured
party and its assignee.
In connection with any transfer by the Seller, the Seller shall deliver
to the order of the Purchaser the following documents for each Mortgage Loan
(the "Related Documentation"):
(i) the original Mortgage Note endorsed in blank or, if the original
Mortgage Note has been lost or destroyed and not replaced, an original
lost note affidavit from the Seller stating that the original Mortgage
Note was lost, misplaced, or destroyed, together with a copy of the
related Mortgage Note;
(ii) unless the Mortgage Loan is registered on the MERS(R) System, an
original assignment of mortgage in blank in recordable form;
(iii) the original recorded mortgage with evidence of recording on it (noting
the presence of the MIN of the Mortgage Loan and language indicating
that the Mortgage Loan is a MOM Loan if the Mortgage Loan is a MOM Loan)
or, if the original recorded mortgage with evidence of recording on it
cannot be delivered by the Closing Date because of a delay caused by the
public recording office where the original Mortgage has been delivered
for recordation or because the original Mortgage has been lost, the
Seller shall deliver to the Indenture Trustee an accurate copy of the
mortgage, together with (i) when the delay is caused by the public
recording office, an Officer's Certificate of the Seller or the
Purchaser stating that the original mortgage has been dispatched to the
appropriate public recording official or (ii) when the original mortgage
has been lost, a certificate by the appropriate county recording office
where the mortgage is recorded;
(iv) any original intervening assignments needed for a complete chain of
title to the Trust with evidence of recording on them, or, if any
original intervening assignment has not been returned from the
applicable recording office or has been lost, an accurate copy of it,
together with (i) when the delay is caused by the public recording
office, an Officer's Certificate of the Seller or the Purchaser stating
that the original intervening assignment has been dispatched to the
appropriate public recording official for recordation or (ii) when the
original intervening assignment has been lost, a certificate by the
appropriate county recording office where the mortgage is recorded;
(v) a title policy for each Mortgage Loan with a Credit Limit in excess of
$100,000;
(vi) the original of any guaranty executed in connection with the Mortgage
Note;
(vii) the original of each assumption, modification, consolidation, or
substitution agreement relating to the Mortgage Loan; and
(viii)any security agreement, chattel mortgage, or equivalent instrument
executed in connection with the Mortgage.
The Related Documentation will be delivered:
(i) no later than the Closing Date, with respect to no less than 50%
of the Mortgage Loans,
(ii) no later than the twentieth day after the Closing Date, with
respect to no less than 40% of the Mortgage Loans in addition to those
delivered on the Closing Date, and
(iii) within thirty days following the Closing Date, with respect to
the remaining Mortgage Loans.
The Seller confirms to the Purchaser that, as of the Closing Date, it
has caused the portions of the Electronic Ledger relating to the Mortgage
Loans maintained by the Seller to be clearly and unambiguously marked to
indicate that the Mortgage Loans have been sold to the Purchaser, and sold by
the Purchaser to the Trust, and Granted by the Trust to the Indenture Trustee,
and that a purchase of those Mortgage Loans from the Seller or the Purchaser
will violate the rights of the Trust, as secured party with respect to those
Mortgage Loans. By the applicable date of substitution, the Seller shall cause
the portions of the Electronic Ledgers relating to the relevant Eligible
Substitute Mortgage Loans, as the case may be, to be clearly and unambiguously
marked, and shall make appropriate entries in its general accounting records,
to indicate that those Mortgage Loans have been transferred to the Trust at
the direction of the Purchaser and that they have been Granted by the Trust to
the Indenture Trustee, and that a purchase of the Mortgage Loans from the
Seller or the Purchaser will violate the rights of the Trust, as secured party
with respect to those Mortgage Loans.
The Purchaser accepts all right, title, and interest of the Seller
existing now or in the future in the Mortgage Loans and other property
transferred to it pursuant to this Section.
Notwithstanding the characterization of the Notes as debt for federal,
state, and local income and franchise tax purposes, the transfer of the
Mortgage Loans is a sale by the Seller to the Purchaser of all the Seller's
interest in the Mortgage Loans and other property described above. However, if
the transfer were to be characterized as a transfer for security and not as a
sale, then the Seller hereby Grants to the Purchaser a Security Interest in
all of the Seller's right, title and interest in the Mortgage Loans and other
property described above, whether existing now or in the future, to secure all
of the Seller's obligations under this Agreement; and this Agreement shall
constitute a Security Agreement under applicable law.
Section 2.03......Payment of Purchase Price for the Mortgage Loans.
In consideration of the sale of the Mortgage Loans from the Seller to
the Purchaser on the Closing Date, the Purchaser agrees to transfer to the
Seller on the Closing Date the purchase price for the Mortgage Loans provided
in the Adoption Annex.
ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
Section 3.01......Seller Representations and Warranties.
The Seller represents and warrants to the Purchaser as of the Closing
Date:
(a) The Seller is a New York corporation, validly existing and in good
standing under the laws of the State of New York, and has the corporate power
to own its assets and to transact the business in which it is currently
engaged. The Seller is duly qualified to do business as a foreign corporation
and is in good standing in each jurisdiction in which the character of the
business transacted by it or any properties owned or leased by it requires
such qualification and in which the failure so to qualify would have a
material adverse effect on the business, properties, assets, or condition
(financial or other) of the Seller;
(b) The Seller has the power and authority to make, execute, deliver, and
perform this Agreement and all of the transactions contemplated by this
Agreement, and has taken all necessary corporate action to authorize the
execution, delivery, and performance of this Agreement. When executed and
delivered, this Agreement will constitute the valid and legally binding
obligation of the Seller enforceable in accordance with its terms;
(c) The Seller 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 any consents, licenses, approvals or authorizations, or
registrations or declarations, that have been obtained or filed, as the case
may be, before the Closing Date;
(d) The execution, delivery, and performance of this Agreement by the Seller
will not violate any provision of any existing law or regulation or any order
or decree of any court applicable to the Seller or any provision of the
certificate of incorporation or bylaws of the Seller, or constitute a material
breach of any mortgage, indenture, contract, or other agreement to which the
Seller is a party or by which the Seller may be bound; and
(e) No litigation or administrative proceeding of or before any court,
tribunal, or governmental body is currently pending, or to the knowledge of
the Seller threatened, against the Seller or any of its properties or with
respect to this Agreement or the Notes that in the opinion of the Seller has a
reasonable likelihood of resulting in a material adverse effect on the
transactions contemplated by this Agreement.
The representations and warranties in this Section shall survive the
transfer of the Mortgage Loans to the Purchaser. The Seller shall cure a
breach of any representations and warranties in accordance with the Sale and
Servicing Agreement. The remedy specified in the Sale and Servicing Agreement
shall constitute the sole remedy against the Seller respecting any breach.
Section 3.02......Seller Representations and Warranties Relating to the
Mortgage Loans.
The Seller represents and warrants to the Purchaser as of the Cut-off
Date, unless otherwise specifically set forth in this Agreement:
(i) As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution) this Agreement
constitutes a valid and legally binding obligation of the Seller,
enforceable against the Seller in accordance with its terms.
(ii) As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution) either
(A) this Agreement constitutes a valid transfer to the Purchaser of all
right, title, and interest of the Seller in the Mortgage Loans,
and all collections received on it after the Cut-off Date
(excluding payments due by the Cut-off Date), all proceeds of the
Mortgage Loans, and all other property specified in
Section 2.01(a) or (b) of this Agreement, and the Sale and
Servicing Agreement constitutes a valid transfer to the Trust of
the foregoing property and all other property specified in
Section 2.01(a) or (b) of the Sale and Servicing Agreement such
that, on execution of the Sale and Servicing Agreement, it is
owned by the Trust free of all liens and other encumbrances, and
is part of the corpus of the Trust transferred to the Trust by
the Purchaser, and upon payment for the Additional Balances, this
Agreement and the Sale and Servicing Agreement will constitute a
valid transfer to the Trust of all interest of the Seller in the
Additional Balances, all proceeds of the Additional Balances, and
all other property specified in Section 2.01(a) of the Sale and
Servicing Agreement relating to the Additional Balances free of
all liens and other encumbrances, and the Indenture constitutes a
valid Grant of a Security Interest to the Indenture Trustee in
that property, and the Indenture Trustee has a first priority
perfected Security Interest in the property, subject to the
effect of Section 9-315 of the UCC with respect to collections on
the Mortgage Loans that are deposited in the Collection Account
in accordance with the next to last paragraph of Section 3.02(b)
of the Sale and Servicing Agreement, or
(B) this Agreement or the Sale and Servicing Agreement, as appropriate,
constitutes a Grant of a Security Interest to the Owner Trustee
on behalf of the Trust and the Indenture constitutes a Grant of a
Security Interest to the Indenture Trustee in the property
described in clause (A) above. If this Agreement and the Sale and
Servicing Agreement constitute the Grant of a Security Interest
to the Trust and the Indenture constitutes a Grant of a Security
Interest to the Indenture Trustee in such property, the Indenture
Trustee will have a first priority perfected Security Interest in
the property, subject to the effect of Section 9-315 of the UCC
with respect to collections on the Mortgage Loans that are
deposited in the Collection Account in accordance with the next
to last paragraph of Section 3.02(b) of the Sale and Servicing
Agreement. This Security Interest is enforceable as such against
creditors of and purchasers from the Trust, the Purchaser, and
the Seller.
(iii) The Seller has not authorized the filing of and is not aware of any
financing statements against the Seller that include a description of
collateral covering the Collateral other than any financing statement
(A) relating to the Security Interests granted to the Depositor, the
Trust, or the Indenture Trustee hereunder, pursuant to the Sale and
Servicing Agreement or pursuant to the Indenture, (B) that has been
terminated, or (C) that names the Depositor, the Trust, or the Indenture
Trustee as secured party.
(iv) As of the Closing Date, the information in the Mortgage Loan Schedule
for the Mortgage Loans is correct in all material respects. As of the
applicable date of substitution for an Eligible Substitute Mortgage
Loan, the information with respect to the Eligible Substitute Mortgage
Loan in the Mortgage Loan Schedule is correct in all material respects.
As of the date any Additional Balance is created, the information as to
the Mortgage Loan identification number and the Additional Balance of
that Mortgage Loan reported for inclusion in the Mortgage Loan Schedule
is correct in all material respects.
(v) The Mortgage Loans have not been assigned or pledged, and the Seller is
their sole owner and holder free of any liens, claims, encumbrances,
participation interests, equities, pledges, charges, or Security
Interests of any nature, and has full authority, under all governmental
and regulatory bodies having jurisdiction over the ownership of the
Mortgage Loans, to transfer them pursuant to this Agreement.
(vi) As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), the related
Mortgage Note and the mortgage for each Mortgage Loan have not been
assigned or pledged, and immediately before the sale of the Mortgage
Loans to the Purchaser, the Seller was the sole owner and holder of the
Mortgage Loan free of any liens, claims, encumbrances, participation
interests, equities, pledges, charges, or Security Interests of any
nature, and has full authority, under all governmental and regulatory
bodies having jurisdiction over the ownership of the Mortgage Loans, to
transfer it pursuant to this Agreement.
(vii) As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), the related
mortgage is a valid and subsisting first or second lien on the property
described in it, as shown on the Mortgage Loan Schedule of the Mortgage
Loans, and as of the Cut-off Date or date of substitution, as
applicable, the related Mortgaged Property is free of all encumbrances
and liens having priority over the first or second lien, as applicable,
of the mortgage except for liens for
(A) real estate taxes and special assessments not yet delinquent;
(B) any first mortgage loan secured by the Mortgaged Property and specified
on the Mortgage Loan Schedule;
(C) 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; and
(D) other matters to which like properties are commonly subject that do not
materially interfere with the benefits of the security intended to be
provided by the mortgage.
(viii)As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), no obligor has a
valid offset, defense, or counterclaim under any Credit Line Agreement
or mortgage.
(ix) To the best knowledge of the Seller, as of the Closing Date (or, with
respect to any Eligible Substitute Mortgage Loan, the applicable date of
substitution), no related Mortgaged Property has any delinquent
recording or other tax or fee or assessment lien against it.
(x) As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), no proceeding is
pending or, to the best knowledge of the Seller, threatened for the
total or partial condemnation of the related Mortgaged Property, and the
property is free of material damage and is in good repair.
(xi) To the best knowledge of the Seller, as of the Closing Date (or, with
respect to any Eligible Substitute Mortgage Loan, the applicable date of
substitution), no mechanics' or similar liens or claims have been filed
for work, labor, or material affecting the related Mortgaged Property
that are, or may be, liens prior or equal to the lien of the related
mortgage, except liens that are fully insured against by the title
insurance policy referred to in clause (xv).
(xii) No Minimum Monthly Payment on a Mortgage Loan being transferred on the
Closing Date is more than 59 days delinquent (measured on a contractual
basis) and no Minimum Monthly Payment on any other Mortgage Loan
subsequently being transferred is more than 30 days delinquent (measured
on a contractual basis) on the relevant transfer date and no more than
the percentage specified in the Adoption Annex of the Mortgage Loans
being transferred on the Closing Date (by Cut-off Date Loan Balance)
were 30-59 days delinquent (measured on a contractual basis).
(xiii)As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), for each Mortgage
Loan, the related Mortgage File contains each of the documents specified
to be included in it.
(xiv) As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), the related
Mortgage Note and the related mortgage at origination (a) complied in
all material respects with applicable state and federal laws, including
all applicable predatory and abusive lending laws, usury,
truth-in-lending, real estate settlement procedures, consumer credit
protection, equal credit opportunity, or disclosure laws applicable to
the Mortgage Loan, and the servicing practices used by the Master
Servicer with respect to each Mortgage Loan have been consistent with
the practices and the degree of skill and care the Master Servicer
exercises in servicing for itself loans that it owns that are comparable
to the Mortgage Loans; (b) no Mortgage Loan is classified as (1) a "high
cost" loan under the Home Ownership and Equity Protection Act of 1994 or
(2) a "high cost," "threshold," "covered," "predatory," or similar loan
under any other applicable state, federal, or local law that applies to
mortgage loans (or a similar 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, or fees); and (c) no Mortgage Loan is a High Cost Loan or
Covered Loan, as applicable, and no Mortgage Loan originated on or after
October 1, 2002 through March 6, 2003 is governed by the Georgia Fair
Lending Act; with respect to the foregoing subsection (c), "High Cost
Loan" and "Covered Loan" have the meaning assigned to them in the
Standard & Poor's LEVELS(R) Glossary attached as Schedule II (the
"Glossary") where (x) a "High Cost Loan" is each loan identified in the
column "Category under applicable anti-predatory lending law" of the
table entitled "Standard & Poor's High Cost Loan Categorization" in the
Glossary as each such loan is defined in the applicable anti-predatory
lending law of the State or jurisdiction specified in such table and (y)
"Covered Loan" is each loan identified in the column "Category under
applicable anti-predatory lending law" of the table entitled "Standard &
Poor's Covered Loan Categorization" in the Glossary as each such loan is
defined in the applicable anti-predatory lending law of the State of
jurisdiction specified in such table.
(xv) As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), either a lender's
title insurance policy binder was issued or guaranty of title customary
in the relevant jurisdiction was obtained, on the date of origination of
the Mortgage Loan being transferred on the relevant date and each policy
is valid and remains in full force.
(xvi) As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), none of the
Mortgaged Properties is a mobile home or a manufactured housing unit
that is not considered or classified as part of the real estate under
the laws of the jurisdiction in which it is located.
(xvii)No more than the percentage specified in the Adoption Annex of the
Mortgage Loans, by aggregate principal balance, are secured by Mortgaged
Properties located in one United States postal zip code.
(xviii) As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), the Combined
Loan-to-Value Ratio for each Mortgage Loan was not in excess of the
percentage specified in the Adoption Annex.
(xix) As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), no selection
procedure reasonably believed by the Seller to be adverse to the
interests of the Transferor, the Noteholders, or the Credit Enhancer was
used in selecting the Mortgage Loans.
(xx) As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), the Seller has not
transferred the Mortgage Loans to the Trust with any intent to hinder,
delay, or defraud any of its creditors.
(xxi) As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), the Minimum Monthly
Payment with respect to any Mortgage Loan is not less than the interest
accrued at the applicable Loan Rate on the average daily Asset Balance
during the interest period relating to the date on which the Minimum
Monthly Payment is due.
The Mortgage Notes constitute either "instruments" or "general
intangibles" as defined in the UCC.
(xxii)By the Closing Date (or, within 30 days of the applicable date of
substitution with respect to any Eligible Substitute Mortgage Loan), the
Sponsor will file UCC-1 financing statements in the proper filing office
in the appropriate jurisdiction to perfect the Security Interest in the
Collateral Granted under the Indenture.
(xxiii) The Mortgage Notes that constitute or evidence the Collateral do not
have any marks or notations indicating that they have been pledged,
assigned, or otherwise transferred to any person other than the
Purchaser, the Trust, or the Indenture Trustee. All financing statements
filed or to be filed against the Seller in favor of the Purchaser, the
Trust, or the Indenture Trustee in connection with this Agreement, the
Sale and Servicing Agreement, or the Indenture describing the Collateral
contain a statement to the following effect: "A purchase of the Mortgage
Loans included in the collateral covered by this financing statement
will violate the rights of the Purchaser, the Trust, or the Indenture
Trustee."
(xxiv)As of the Closing Date, the Seller will have received a written
acknowledgement from the Custodian that is acting solely as agent of the
Indenture Trustee.
(xxv) As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), each Credit Line
Agreement and each Mortgage Loan is an enforceable obligation of the
related mortgagor.
(xxvi)As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), the Seller has not
received a notice of default of any senior mortgage loan related to a
Mortgaged Property that has not been cured by a party other than the
Master Servicer.
(xxvii) As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), the definition of
"prime rate" in each Credit Line Agreement relating to a Mortgage Loan
does not differ materially from the definition in the form of Credit
Line Agreement in Exhibit B of the Sale and Servicing Agreement.
(xxviii) The weighted average remaining term to maturity of the Mortgage Loans
on a contractual basis as of the Cut-off Date is approximately the
number of months specified in the Adoption Annex. On each date that the
Loan Rates have been adjusted, interest rate adjustments on the Mortgage
Loans were made in compliance with the related mortgage and Mortgage
Note and applicable law. Over the term of each Mortgage Loan, the Loan
Rate may not exceed the related Loan Rate Cap. The Loan Rate Cap for the
Mortgage Loans ranges between the percentages specified in the Adoption
Annex and the weighted average Loan Rate Cap is approximately the
percentage specified in the Adoption Annex. The Gross Margins for the
Mortgage Loans range between the percentages specified in the Adoption
Annex and the weighted average Gross Margin is approximately the
percentage specified in the Adoption Annex as of the Cut-off Date. The
Loan Rates on the Mortgage Loans range between the percentages specified
in the Adoption Annex and the weighted average Loan Rate on the Mortgage
Loans is approximately the percentage specified in the Adoption Annex.
(xxix)As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), each Mortgaged
Property consists of a single parcel of real property with a one-to-four
unit single family residence erected on it, or an individual condominium
unit, planned unit development unit, or townhouse.
(xxx) No more than the percentage specified in the Adoption Annex (by Cut-off
Date Loan Balance) of the Mortgage Loans are secured by real property
improved by individual condominium units, units in planned unit
developments, townhouses or two-to-four family residences erected on
them, and at least the percentage specified in the Adoption Annex (by
Cut-off Date Loan Balance) of the Mortgage Loans are secured by real
property with a detached one-family residence erected on them;
(xxxi)The Credit Limits on the Mortgage Loans range between approximately the
dollar amounts specified in the Adoption Annex with an average of
approximately the dollar amount specified in the Adoption Annex. As of
the Cut-off Date, no Mortgage Loan had a principal balance in excess of
approximately the dollar amount specified in the Adoption Annex and the
average principal balance of the Mortgage Loans is equal to
approximately the dollar amounts specified in the Adoption Annex.
(xxxii) Approximately the percentages specified in the Adoption Annex of the
Mortgage Loans, by aggregate principal balance as of the Cut-off Date,
are secured by first and second liens.
(xxxiii) As of the Closing Date, no more than the percentage specified in the
Adoption Annex of the Mortgage Loans, by aggregate principal balance,
were appraised electronically.
(xxxiv) As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), no default exists
under any Mortgage Note or Mortgage Loan and no event that, with the
passage of time or with notice and the expiration of any grace or cure
period, would constitute a default under any Mortgage Note or Mortgage
Loan has occurred and been waived. As of the Closing Date (or, with
respect to any Eligible Substitute Mortgage Loan, the applicable date of
substitution), no modifications to the Mortgage Notes and Mortgage Loans
have been made and not disclosed.
(xxxv)As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), each Mortgage Loan
was originated in accordance with the Sponsor's underwriting guidelines
and the Sponsor had no knowledge of any fact that would have caused a
reasonable originator of mortgage loans to conclude on the date of
origination of each Mortgage Loan that each such Mortgage Loan would not
be paid in full when due.
(xxxvi) To the best knowledge of the Seller at the time of origination of each
Mortgage Loan, no improvement located on or being part of the Mortgaged
Property was in violation of any applicable zoning and subdivision laws
or ordinances.
(xxxvii) As of the Closing Date (or, with respect to any Eligible Substitute
Mortgage Loan, the applicable date of substitution), any leasehold
estate securing a Mortgage Loan has a term of not less than five years
in excess of the term of the related Mortgage Loan.
(xxxviii) Based on the drawn balances of the Mortgage Loans, the Mortgage
Loans had the characteristics set out in the Adoption Annex in respect
of the following: weighted average Combined Loan-to-Value Ratio; range
of Combined Loan-to-Value Ratios; percentage of primary residences;
weighted average FICO score; range of FICO scores; Weighted Average Net
Loan Rate; range of net Loan Rates; weighted average original stated
term to maturity; range of original term to maturity; range of remaining
term to maturity; average drawn balance; weighted average utilization
ratio; percentage of the Mortgage Loans which have their respective
Mortgaged Properties located in the top five states, measured by
aggregate drawn balances.
(xxxix) Any Mortgage Loan that has been modified in any manner has been so
modified in accordance with the policies and procedures of the Master
Servicer and in a manner that was permitted by the Sale and Servicing
Agreement, the Indenture, and any other Transaction Document.
(xl) Each Mortgage Loan was originated (within the meaning of Section
3(a)(41) of the Securities Exchange Act of 1934) by an entity that
satisfied at the time of origination the requirements of Section
3(a)(41) of the Securities Exchange Act of 1934.
(xli) At the time each Mortgage Loan was originated, the Sponsor was an
approved seller of conventional mortgage loans for Xxxxxx Xxx and
Xxxxxxx Mac and was a mortgagee approved by the Secretary of Housing and
Urban Development pursuant to Sections 203 and 211 of the National
Housing Act.
(xlii)A lender's policy of title insurance together with a condominium
endorsement and extended coverage endorsement, if applicable, in an
amount at least equal to the principal balance of the related Mortgage
Loan as of the Cut-off Date or a commitment (binder) to issue the same
was effective on the date of the origination of each Mortgage Loan, each
such policy is valid and remains in full force, and each such policy was
issued by a title insurer qualified to do business in the jurisdiction
where the Mortgaged Property is located and acceptable to Xxxxxx Xxx and
Xxxxxxx Mac and is in a form acceptable to Xxxxxx Xxx and Xxxxxxx Mac,
which policy insures the Sponsor and successor owners of indebtedness
secured by the insured Mortgage, as to the first priority lien, of the
Mortgage subject to the exceptions in paragraph (vii) above.
(xliii) At the Cut-off Date, the improvements on each Mortgaged Property are
covered by a valid and existing hazard insurance policy with a generally
acceptable carrier that provides for fire and extended coverage and
coverage for such other hazards as are customary in the area where the
Mortgaged Property is located in an amount that is at least equal to the
lesser of (i) the maximum insurable value of the improvements securing
the Mortgage Loan or (ii) the greater of (a) the outstanding principal
balance of the Mortgage Loan and (b) an amount such that the proceeds of
the policy will be sufficient to prevent the Mortgagor or the mortgagee
from becoming a co-insurer. If the Mortgaged Property is a condominium
unit, it is included under the coverage afforded by a blanket policy for
the condominium unit. All such individual insurance policies and all
flood policies referred to in item (xlv) below contain a standard
mortgagee clause naming the Sponsor or the original mortgagee, and its
successors in interest, as mortgagee, and the Sponsor has received no
notice that any premiums due and payable thereon have not been paid; the
Mortgage obligates the Mortgagor thereunder to maintain all such
insurance, including flood insurance, at the Mortgagor's expense, and
upon the Mortgagor's failure to do so, authorizes the holder of the
Mortgage to obtain and maintain such insurance at the Mortgagor's
expense and to seek reimbursement therefor from the Mortgagor.
(xliv)If the Mortgaged Property is in an area identified in the Federal
Register by the Federal Emergency Management Agency as having special
flood hazards, a flood insurance policy in a form meeting the
requirements of the current guidelines of the Flood Insurance
Administration is in effect with respect to the Mortgaged Property with
a generally acceptable carrier in an amount representing coverage not
less than the least of (A) the original outstanding principal balance of
the Mortgage Loan, (B) the minimum amount required to compensate for
damage or loss on a replacement cost basis, or (C) the maximum amount of
insurance that is available under the Flood Disaster Protection Act of
1973.
(xlv) Each Mortgage Note and the related Mortgage are genuine, and each is the
valid and legally binding obligation of its maker, enforceable in
accordance with its terms and under applicable law, except that (a) its
enforceability may be limited by bankruptcy, insolvency, moratorium,
receivership, and other similar laws relating to creditors' rights
generally and (b) the remedy of specific performance and injunctive and
other forms of equitable relief may be subject to equitable defenses and
to the discretion of the court before which any proceeding therefor may
be brought. To the best of the Sponsor's knowledge, all parties to the
Mortgage Note and the Mortgage had legal capacity to execute the
Mortgage Note and the Mortgage and each Mortgage Note and Mortgage have
been duly and properly executed by such parties.
(xlvi)No Mortgage Loan has a shared appreciation feature, or other contingent
interest feature.
(xlvii) To the best of the Sponsor's knowledge, all of the improvements that
were included for the purpose of determining the appraised value of the
Mortgaged Property lie wholly within the boundaries and building
restriction lines of the Mortgaged Property, and no improvements on
adjoining properties encroach on the Mortgaged Property.
(xlviii) To the best of the Sponsor's knowledge, all inspections, licenses,
and certificates required to be made or issued with respect to all
occupied portions of the Mortgaged Property and, with respect to the use
and occupancy of the same, including certificates of occupancy and fire
underwriting certificates, have been made or obtained from the
appropriate authorities, unless their lack would not have a material
adverse effect on the value of the Mortgaged Property, and the Mortgaged
Property is lawfully occupied under applicable law.
(xlix)Each Mortgage contains customary and enforceable provisions that render
the rights and remedies of its holder adequate for the realization
against the Mortgaged Property of the benefits of the security intended
to be provided by it, including, (i) in the case of a Mortgage
designated as a deed of trust, by trustee's sale, and (ii) otherwise by
judicial foreclosure.
(l) Before the approval of the Mortgage Loan application, an appraisal of
the related Mortgaged Property was obtained from a qualified appraiser,
duly appointed by the Sponsor, who had no interest, direct or indirect,
in the Mortgaged Property or in any loan secured by the Mortgaged
Property, and whose compensation is not affected by the approval or
disapproval of the Mortgage Loan.
(li) Except for (A) payments in the nature of escrow payments, and (B)
interest accruing from the date of the Mortgage Note or date of
disbursement of the Mortgage proceeds, whichever is later, to the day
that precedes by one month the Due Period of the first installment of
principal and interest and taxes and insurance payments, the Sponsor has
not advanced funds, or induced, solicited, or knowingly received any
advance of funds by a party other than the Mortgagor, directly or
indirectly, for the payment of any amount required by the Mortgage.
(lii) As of the Closing Date, no foreclosure proceedings are pending against
the Mortgaged Property and the Mortgage Loan is not subject to any
pending bankruptcy or insolvency proceeding.
(liii)There is no homestead exemption available and enforceable that
materially interferes with the right to sell the related Mortgaged
Property at a trustee's sale or the right to foreclose the related
Mortgage.
(liv) No Mortgage Loan is covered by the Home Ownership and Equity Protection
Act of 1994.
(lv) No Mortgage Loan originated on or after October 1, 2002 and before March
7, 2003 is secured by Mortgaged Property located in the State of
Georgia.
(lvi) No proceeds from any Mortgage Loan were used to finance single-premium
credit insurance policies.
(lvii)No subprime Mortgage Loan originated on or after October 1, 2002 will
impose a prepayment premium after the third anniversary of the Mortgage
Loan. No subprime Mortgage Loan originated before October 1, 2002, and
no non-subprime Mortgage Loan, will impose a prepayment penalty after
the fifth anniversary of the Mortgage Loan.
(lviii) The servicer for each Mortgage Loan has fully furnished, in accordance
with the Fair Credit Reporting Act and its implementing regulations,
accurate and complete information (i.e., favorable and unfavorable) on
its borrower credit files to Equifax, Experian, and Trans Union Credit
Information Company, on a monthly basis.
(lix) The Mortgage Loans, individually and in the aggregate, conform in all
material respects to their descriptions in the Prospectus Supplement.
(lx) To the Seller's knowledge, the transfer of the Mortgage Loans by the
Seller pursuant to this Agreement is not subject to, and will not result
in any, tax, fee, or governmental charge payable by the Seller, the
Purchaser, the Trust, or the Indenture trustee to any federal, state, or
local government other than those that have or will be paid by the
Seller as due.
(lxi) As of the Closing Date, no Mortgaged Property has been damaged by the
hurricanes that struck the southeastern United States in August and
September of 2004 in a manner that materially affects the value of the
Mortgaged Property. Any damage to a Mortgaged Property occurring after
the Closing Date as a result of the hurricanes referred to in the
preceding sentence or any other hurricane, tornado, or casualty shall
not result in a breach of this representation and warranty.
If the substance of any representation or warranty under the Sale and
Servicing Agreement or in this Section made to the best of the Seller's
knowledge or as to which the Seller has no knowledge is inaccurate and the
inaccuracy materially and adversely affects the interest of the Purchaser or
its assignee in the related Mortgage Loan, then, notwithstanding that the
Seller did not know the substance of the representation and warranty was
inaccurate at the time the representation or warranty was made, the inaccuracy
shall be a breach of the applicable representation or warranty and the Seller
shall cure the breach, repurchase the Mortgage Loan, or substitute for the
Mortgage Loan in accordance with the Sale and Servicing Agreement.
The representations and warranties in this Section shall survive the
transfer and assignment of the Mortgage Loans to the Purchaser. The sole
remedy of the Purchaser, the Noteholders, the Indenture Trustee on behalf of
Noteholders, and the Credit Enhancer against the Seller for the breach of a
representation or warranty is the Seller's obligation to accept a transfer of
a Mortgage Loan as to which a breach has occurred and is continuing and to
make any required deposit in the Collection Account or to substitute an
Eligible Substitute Mortgage Loan.
The Purchaser acknowledges that the Seller, as Master Servicer, in its
sole discretion, may purchase for its own account from the Trust any Mortgage
Loan that is 151 days or more delinquent. The price for any Mortgage Loan
purchased shall be calculated in the same manner as in Section 3.06 of the
Sale and Servicing Agreement and shall be deposited in the Collection Account.
When it receives a certificate from the Master Servicer in the form of Exhibit
D to the Sale and Servicing Agreement, the Trust shall release to the
purchaser of the Mortgage Loan the related Mortgage File and shall execute and
deliver any instruments of transfer prepared by the purchaser of the Mortgage
Loan, without recourse, necessary to vest in the purchaser of the Mortgage
Loan any Mortgage Loan released pursuant to this Agreement, and the purchaser
of the Mortgage Loan shall succeed to all the Trust's interest in the Mortgage
Loan and all security and documents. This assignment shall be an assignment
outright and not for security. The purchaser of the Mortgage Loan shall then
own the Mortgage Loan, and all security and documents, free of any further
obligation to the Trust, the Owner Trustee, the Indenture Trustee, the
Transferor, the Credit Enhancer, or the Noteholders with respect to it.
ARTICLE IV
SELLER'S COVENANTS
Section 4.01......Covenants of the Seller.
Except for the transfer under this Agreement, the Seller will not
transfer to any other person, or create or suffer to exist any Lien on any
Mortgage Loan, or any interest in one; the Seller will notify the Indenture
Trustee of the existence of any Lien on any Mortgage Loan immediately on its
discovery; and the Seller will defend the right, title and interest of the
Trust and the Indenture Trustee in the Mortgage Loans against all claims of
third parties claiming through the Seller. Nothing in this Section shall
prohibit the Seller from suffering to exist on any of the Mortgage Loans any
Liens for municipal or other local taxes and other governmental charges if
they are not due at the time or if the Seller is contesting their validity in
good faith by appropriate proceedings and set aside on its books adequate
reserves with respect to them.
ARTICLE V
SERVICING
Section 5.01......Servicing.
The Seller will be the Master Servicer of the Mortgage Loans pursuant to
the Sale and Servicing Agreement.
ARTICLE VI
TERMINATION
Section 6.01......Termination.
The respective obligations of the Seller and the Purchaser created by
this Agreement shall terminate when the Indenture terminates in accordance
with its terms.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.01......Amendment.
This Agreement may be amended from time to time by the Seller and the
Purchaser, with the written consent of the Credit Enhancer 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, WITHOUT REFERENCE TO ITS PROVISIONS THAT WOULD
RESULT IN THE APPLICATION OF THE LAWS OF ANOTHER STATE.
Section 7.03......Notices.
All notices, demands, instructions, consents, and other communications
required or permitted under this Agreement shall be in writing and signed by
the party giving the same and shall be personally delivered or sent by first
class or express mail (postage prepaid), national overnight courier service,
or by facsimile transmission or other electronic communication device capable
of transmitting or creating a written record (confirmed by first class mail)
and shall be considered to be given for purposes of this Agreement on the day
that the writing is delivered when personally delivered or sent by facsimile
or overnight courier or three Business Days after it was sent to its intended
recipient if sent by first class mail. A facsimile has been delivered when the
sending machine issues an electronic confirmation of transmission. Unless
otherwise specified in a notice sent or delivered in accordance with the
provisions of this Section, notices, demands, instructions, consents, and
other communications in writing shall be given to or made on the respective
parties at their respective addresses indicated below:
(i)...if to the Seller at:
Countrywide Home Loans, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Ref: CWABS 2004-I
and
(ii)..if to the Purchaser at:
CWABS, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Ref: CWABS 2004-I
Section 7.04......Severability of Provisions.
Any provisions of this Agreement that are held invalid for any reason or
unenforceable in any jurisdiction shall, as to that jurisdiction, be
ineffective to the extent of the invalidity or unenforceability without
invalidating the remaining provisions of this Agreement, and the prohibition
or unenforceability in a jurisdiction shall not invalidate or render
unenforceable that provision in any other jurisdiction.
Section 7.05......Counterparts.
This Agreement may be executed in any number of copies, and by the
different parties on the same or separate counterparts, each of which shall be
considered to be an original instrument.
Section 7.06......Further Agreements.
The Purchaser and the Seller each agree to execute and deliver to the
other any additional documents appropriate to effectuate the purposes of this
Agreement or in connection with the issuance of the Notes.
Section 7.07......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, the Trust, the Indenture Trustee, and the Credit
Enhancer. The obligations of the Seller under this Agreement cannot be
assigned or delegated to a third party without the consent of the Purchaser
and the Credit Enhancer, except that the Seller may assign its obligations
under this Agreement 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 Purchaser is acquiring the Mortgage Loans to further transfer them to the
Trust, and the Trust will Grant a Security Interest in them to the Indenture
Trustee under the Indenture pursuant to which the Trust will issue a series of
Notes secured by the Mortgage Loans. As an inducement to the Purchaser to
purchase the Mortgage Loans, the Seller consents to the assignment by the
Purchaser to the Trust, and by the Trust to the Indenture Trustee of all of
the Purchaser's rights against the Seller under this Agreement insofar as they
relate to Mortgage Loans transferred to the Trust and to the enforcement or
exercise of any right against the Seller pursuant to this Agreement by the
Indenture Trustee under the Sale and Servicing Agreement and the Indenture.
Enforcement of a right by the Indenture Trustee shall have the same effect as
if the right had been exercised by the Purchaser directly.
Section 7.08......Survival.
The representations and warranties in Article III shall survive the
purchase of the Mortgage Loans.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused this
Agreement to be duly executed by their respective officers as of the day and
year first above written.
CWABS, INC.
Purchaser
By: /s/ Xxxx Xxxxxxx, Xx._
Name: Xxxx Xxxxxxx, Xx.
Title: Vice President
COUNTRYWIDE HOME LOANS, INC.
Seller
By: /s/ Xxxx Xxxxxxx, Xx._
Name: Xxxx Xxxxxxx, Xx.
Title: Senior Vice President
STATE OF CALIFORNIA)
) ss.:
COUNTY OF LOS ANGELES)
On the 29th day of September, 2004 before me, a Notary Public in and for
said State, personally appeared Xxxx Xxxxxxx, Xx., known to me to be a Vice
President of CWABS, 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/ Xxxxxx X. Daniel_________
--------------------
Notary Public
Xxxxxx X. Xxxxxx
Commission # 1325392
Notary Public - California
Los Angeles County
My Comm. Expires October 15, 2005.
STATE OF CALIFORNIA )
) ss.:
COUNTY OF LOS ANGELES )
On the 29th day of September, 2004 before me, Xxxx Xxxxxxx, Xx. of
Countrywide Home Loans, Inc., personally appeared, personally known to me (or
proved to me on the basis of satisfactory evidence) to be the person whose
name is subscribed to the within instrument and acknowledged to me that he
executed the same in his authorized capacity, and that by his signature on the
instrument the person, or the entity on behalf of which the person acted,
executed the 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 Xxxxxx X. Daniel______
-------------------
Notary Public
Xxxxxx X. Xxxxxx
Commission # 1325392
Notary Public - California
Los Angeles County
My Comm. Expires October 15, 2005.
Sch-I-1
NY1 0000000x0 October 14, 2004 (05:40pm)
SCHEDULE I
SCHEDULE OF
MORTGAGE LOANS
[Delivered to the Indenture Trustee only]
Sch-II-2
NY1 0000000x0 October 14, 2004 (05:40pm)
SCHEDULE II
STANDARD & POOR'S GLOSSARY
Standard & Poor's Predatory Lending Categorization
Standard & Poor's has categorized loans governed by anti-predatory lending
laws in the jurisdictions listed below into three categories based on a
combination of factors that include (a) the risk exposure associated with the
assignee liability and (b) the tests and thresholds set forth in those laws.
Note that certain loans classified by the relevant statute as Covered are
included in Standard & Poor's High Cost Loan category because they included
thresholds and tests that are typical of what is generally considered High
Cost by the industry.
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Standard & Poor's High-Cost Loan Categorization
-------------------------------------------------------------------------------
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State/jurisdiction Category under applicable anti-predatory
lending law
-------------------------------------------------------------------------------
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Arkansas High Cost Home Loan
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Cleveland Heights, Ohio Covered Loan
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Colorado Covered Loan
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Connecticut High Cost Home Loan
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District of Columbia Covered Loan
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Florida High Cost Home Loan
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Georgia (Oct. 1, 2002 - March 6, High Cost Home Loan
2003)
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Georgia as amended (March 7, High Cost Home Loan
2003 - current)
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HOEPA Section 32 High Cost Loan
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Illinois High Risk Home Loan
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Kansas High Loan-to-Value Consumer Loans and High APR
Consumer Loans
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Kentucky High Cost Home Loan
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Los Angeles, Calif. High Cost Refinance Home Loan
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Maine High Rate High Fee mortgage
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Massachusetts High Cost Home Loan
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Nevada Home Loan
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New Jersey High Cost Home Loan
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New York High Cost Home Loan
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New Mexico High Cost Home Loan
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North Carolina High Cost Home Loan
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Oakland, Calif. High Cost Home Loan
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Ohio Covered Loan
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Oklahoma Subsection 10 Mortgage
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South Carolina High Cost Home Loan
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West Virginia West Virginia Mortgage Loan Act Loan
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Standard & Poor's Covered Loan Categorization
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
State/jurisdiction Category under applicable anti-predatory
lending law
-------------------------------------------------------------------------------
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Georgia (Oct. 1, 2002 - March 6, Covered Loan
2003)
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New Jersey Covered Home Loan
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Standard & Poor's Home Loan Categorization
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
State/jurisdiction Category under applicable anti-predatory
lending law
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Georgia (Oct. 1, 2002- March 6, Home Loan
2003)
-------------------------------------------------------------------------------
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New Jersey Home Loan
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New Mexico Home Loan
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North Carolina Consumer Home Loan
-------------------------------------------------------------------------------
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Oakland, Calif. Home Loan
-------------------------------------------------------------------------------
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South Carolina Consumer Home Loan
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Xxx-1-2
NY1 0000000x0 October 14, 2004 (05:40pm)
ANNEX 1
ADOPTION ANNEX
The purchase price for the Mortgage Loans pursuant to Section
2.03(a) is the transfer to the Seller on the Closing Date of the Notes and the
Transferor Certificates.
The items referred to in the representations and warranties in Section
3.02 are:
(xii).0.90% of the Mortgage Loans being transferred on the
relevant date (by Cut-off Date Loan Balance) were 30-59 days delinquent
(measured on a contractual basis).
(xvii) As of the Cut-off Date no more than 3.00% of the Mortgage
Loans, by aggregate principal balance, are secured by Mortgaged Properties
located in one United States postal zip code.
(xviii) The Combined Loan-to-Value Ratio for each Mortgage Loan
was not in excess of 100%.
(xxix) The weighted average remaining term to maturity of the
Mortgage Loans on a contractual basis as of the Cut-off Date is approximately
295 months. The Loan Rate Caps for the Mortgage Loans range between 6.0% and
24.00% and the weighted average Loan Rate Cap is approximately 17.926%. The
Gross Margins for the Mortgage Loans range between -0.75% and 7.0% and the
weighted average Gross Margin is approximately 2.204% as of the Cut-off Date.
The Loan Rates on the Mortgage Loans range between 3.0% and 11.25% and the
weighted average Loan Rate on the Mortgage Loans is approximately 6.177%. As
of the Cut-off Date, 54.68% of the Mortgage Loans, by aggregate principal
balance, have original principal balances (by credit limit) that conform to
Xxxxxx Xxx or Xxxxxxx Mac guidelines.
(xxxi) No more than 28.18% (by Cut-off Date Loan Balance) of the
Mortgage Loans are secured by real property improved by individual condominium
units, units in planned unit developments, townhouses, or two-to-four family
residences erected on them, and at least 71.82% (by Cut-off Date Loan Balance)
of the Mortgage Loans are secured by real property with a detached one-family
residence erected on them.
(xxxii) The Credit Limits on the Mortgage Loans range between
approximately $5,870 and $2,000,000 with an average of approximately $49,725.
As of the Cut-off Date, no Mortgage Loan had a principal balance in excess of
approximately $1,991,932 and the average principal balance of the Mortgage
Loans is equal to approximately $40,893.
(xxxiii) Approximately 0% and 100% of the Mortgage Loans, by
aggregate principal balance as of the Cut-off Date, are first and second
liens, respectively.
(xxxiv) As of the Closing Date, no more than 0.82% of the Mortgage
Loans, by aggregate principal balance, were appraised electronically.
(xxxix) As of the Cut-off Date (based on the drawn balances), the
Mortgage Loans had a weighted average Combined Loan-to-Value Ratio of 87.23%;
a range of Combined Loan-to-Value Ratios between 8.6% and 100%; a percentage
of primary residences of 95.66%; a weighted average FICO score of 711; a range
of FICO scores between 513 and 842; a Weighted Average Net Loan Rate of
5.527%; a range of net Loan Rates between 2.5% and 10.75%; a weighted average
original stated term to maturity of 301 months; a range of original term to
maturity between 120 months and 360 months; a range of remaining term to
maturity between 65 months and 352 months; an average drawn balance of
$40,893; a weighted average utilization ratio of 84.12%; 55.92% of the
Mortgage Loans have their respective Mortgaged Properties located in the top
five states, measured by aggregate drawn balances.
