LOAN PURCHASE AGREEMENT
This Loan Purchase Agreement (the "Agreement") is made as of
_________, 199_, by and among [Countrywide Home Loans, Inc., a Delaware
Corporation ("CHL")], CWABS, Inc., a Delaware corporation (the "Company"), and
[Countrywide] Home Equity Loan Trust 199_-__ (the "Issuer"), a Delaware
statutory business trust.
Section 1. Representations and Warranties.
1. Representations and Warranties of all Parties.
The Company, [CHL] and the Issuer, each as to itself and not
the other, hereby represents, warrants and agrees that:
(a) Authorization. The execution, delivery and performance of
this Agreement by it are within its respective powers and have been duly
authorized by all necessary action on its part.
(b) No Conflict. The execution, delivery and performance of this
Agreement will not violate or conflict with (i) its charter, bylaws or trust
agreement, (ii) any resolution or other corporate action by it, (iii) any
decisions, statutes, ordinances, rulings, directions, rules, regulations,
orders, writs, decrees, injunctions, permits, certificates or other requirements
of any court or other governmental or public authority in any way applicable to
or binding upon it, and (iv) will not result in or require the creation, except
as provided in or contemplated by this Agreement, of any lien, mortgage, pledge,
security interest, charge or encumbrance of any kind upon the Original Mortgage
Loans.
(c) Binding Obligation. This Agreement has been duly executed by
it and is its legally valid and binding obligation, enforceable against it in
accordance with this Agreement's terms, except as enforceability may be limited
by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting
creditors' rights generally, and by general principles of equity.
Section 2. Additional Representations, Warranties and Agreements
of [CHL] and the Company.
(a) [CHL] represents and warrants to, and agrees with, the Company
and the Issuer that (i) [CHL] has good and valid title to the home equity
loans identified in Schedule __ to the Indenture [Pooling and Servicing
Agreement] (the "Loans") free and clear of all liens, mortgages, deeds of trust,
pledges, security interests, charges, encumbrances or other claims; and (ii)
upon transfer to the Company, the Company will receive good, valid and
marketable title to all of the Loans, free and clear of
any liens, mortgages, deeds of trust, pledges, security interests, charges,
encumbrances or other claims.
(b) The Company represents and warrants to, and agrees with, the
Issuer that upon transfer of the Loans from CHL to the Company, it will have
good and valid title to the Loans free and clear of all liens, mortgages, deeds
of trust, pledges, security interests, charges, encumbrances or other claims,
and, upon transfer to the Issuer, the Issuer will receive good, valid
and marketable title to all of the Loans, free and clear of any liens,
mortgages, deeds of trust, pledges, security interests, charges, encumbrances or
other claims.
Section 3. Conveyance of Loans.
[CHL], concurrently with the execution and delivery hereof, hereby sells,
transfers, assigns, sets over and otherwise conveys to the Company, without
recourse, all of [CHL]'s right, title and interest in and to (a) the Loans,
including the Related Documents and all interest and principal received or
receivable by [CHL] on or with respect to the Loans after the Cut-off Date and
all interest and principal payments on the Loans received prior to the Cut-off
Date in respect of installments of interest and principal due thereafter, but
not including payments of interest and principal due and payable on the Loans on
or before the Cutoff Date, and all other proceeds received in respect of such
Loans, (b) [CHL]'s rights under the Master Servicing Agreement, (c) the
Insurance Policies, (d) all cash, instruments or other property held or required
to be deposited in the Collection Account or the Payment Account, (e) all
Additional Balances and (f) all proceeds of the conversion, voluntary or
involuntary, of any of the foregoing into cash or other liquid assets,
including, without limitation, all Insurance Proceeds, Liquidation Proceeds and
condemnation awards. On or prior to the Closing Date, [CHL] shall deliver to the
Company or, at the Company's direction, to the Trustee or other designee of the
Company, the Trustee Loan File for each Mortgage Loan. Such delivery of the
Trustee Loan Files shall be made against payment by the Company of the purchase
price, previously agreed to by [CHL] not the Company, for the Loans.
The Company, concurrently with the execution and delivery hereof,
hereby sells, transfers, assigns, sets over and otherwise conveys to the Issuer
Fund, without recourse, all of the Company's right, title and interest in and to
(a) the Loans, including the Related Documents and all interest and principal
received or receivable by the Company on or with respect to the Loans after the
Cut-Off Date and all interest and principal payments on the Loans received prior
to the Cut-off Date in respect of installments of interest and principal due
thereafter, but not including payments of interest and principal due and payable
on the Loans on or before the Cut-off Date, and all other
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proceeds received in respect of such Loans, (b) the Company's rights under the
Master Servicing Agreement, (c) the Insurance Policies, (d) all cash,
instruments or other property held or required to be deposited in the Collection
Account or the Payment Account, (e) all Additional Balances and (f) all
proceeds of the conversion, voluntary or involuntary, of any of the foregoing
into cash or other liquid assets, including, without limitation, all Insurance
Proceeds, Liquidation Proceeds and condemnation awards. On or prior to the
Closing Date, the Company shall deliver, or cause to be delivered, to the
Indenture Trustee the Trustee Loan Files for each Mortgage Loan. [Such delivery
of the Trustee Loan Files shall be made against delivery by (i) the Trustee of
the Senior Bonds and the Subordinated Bonds and (ii) the Issuer of the Investor
Certificate, in each case to or upon the order of the Company.]
Section 4. Intention of Parties.
It is the express intent of the parties hereto that the
conveyance (i) of the Loans by [CHL] to the Company and (ii) of the Loans by the
Company to the Issuer each be, and be construed as, an absolute sale thereof.
It is, further, not the intention of the parties that such conveyances be deemed
a pledge thereof. However, in the event that, notwithstanding the intent of the
parties, such assets are held to be the property of the granting party, or if
for any other reason this Agreement is held or deemed to create a security
interest in the Loans, then (i) this Agreement shall be deemed to be a security
agreement within the meaning of the Uniform Commercial Code of the State of
__________ and (ii) the conveyances provided for in this Agreement shall be
deemed to be an assignment and a grant (i) by [CHL] to the Company or (ii) by
the Company to the Issuer of a security interest in all of the assets
transferred, whether now owned or hereafter acquired.
[CHL], the Company and the Issuer shall, to the extent consistent
with this Agreement, take such actions as may be necessary to ensure that, if
this Agreement were deemed to create a security interest in the Loans, such
security interest would be deemed to be a perfected security interest of first
priority under applicable law and will be maintained as such throughout the term
of this Agreement. [CHL] and the Company shall arrange for filing any Uniform
Commercial Code continuation statements in connection with any security interest
granted or assigned hereunder.
Section 5. Miscellaneous.
(a) Amendments, Etc. No rescission, modification,
amendment, supplement or change of this Agreement shall be valid
or effective unless in writing and signed by all of the parties
to this Agreement.
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(b) Binding Upon Successors, Etc. The provisions of this
Agreement shall be binding upon and inure to the benefit of the parties to this
Agreement and their respective legal representatives, heirs, successors or
assigns.
(c) Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.
(d) Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of New York.
(e) Headings. The headings of the several parts of this Agreement
are inserted for convenience of reference and are not intended to be a part of
or affect the meaning or interpretation of this Agreement.
(f) Authorization. The Company, pursuant to Section 6.03 of the
Trust Agreement, dated as of _______ __, 199_, between the Owner Trustee and the
Company, as Depositor, hereby authorizes and directs the Owner Trustee to enter
into this Agreement.
(g) Definitions. Capitalized terms not otherwise defined herein
have the meanings ascribed to such terms in the Indenture dated as of _________,
199_ between the Issuer and ___________________________ _______, as owner
trustee.
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IN WITNESS WHEREOF, each party has caused this Loan Purchase
Agreement to be executed by its duly authorized officer or officers as of the
day and year first above written.
[COUNTRYWIDE HOME LOANS, INC.]
By:___________________________________
Name:
Title:
CWABS, INC.
By:___________________________________
Name:
Title:
[COUNTRYWIDE] HOME EQUITY LOAN TRUST 199_-_
By: ________________________, not in
its individual capacity but solely
as Owner Trustee
By:___________________________________
Name:
Title:
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