EXHIBIT 99.2
6
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COUNTRYWIDE HOME LOANS, INC.
Seller
CWHEQ, INC.
Purchaser
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PURCHASE AGREEMENT
Dated as of September 30, 2005
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REVOLVING HOME EQUITY LOAN ASSET BACKED NOTES
Series 2005-G
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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.........................................................19
ARTICLE V
SERVICING
Section 5.01. Servicing.......................................................................19
ARTICLE VI
TERMINATION
Section 6.01. Termination.....................................................................19
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.01. Amendment.......................................................................20
Section 7.02. Governing Law...................................................................20
Section 7.03. Notices.........................................................................20
Section 7.04. Severability of Provisions......................................................21
Section 7.05. Counterparts; Electronic Delivery...............................................21
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Section 7.06. Further Agreements..............................................................21
Section 7.07. Successors and Assigns: Assignment of Purchase Agreement........................21
Section 7.08. Survival........................................................................22
SCHEDULES AND ANNEXES
Schedule I MORTGAGE LOAN SCHEDULE.....................................................Sch-I-1
Schedule II STANDARD & POOR'S GLOSSARY................................................Sch-II-1
Annex 1 ADOPTION ANNEX.............................................................Xxx-1-1
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This PURCHASE AGREEMENT, dated as of September 30, 2005 (the
"Agreement"), between COUNTRYWIDE HOME LOANS, INC., a New York corporation
(the "Seller"), and CWHEQ, INC., a Delaware corporation (the "Purchaser"),
WITNESSETH:
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
(1) 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);
(2) property that secured a Mortgage Loan that is acquired
by foreclosure or deed in lieu of foreclosure;
(3) the Seller's rights under the hazard insurance policies;
(4) all rights under any guaranty executed in connection
with a Mortgage Loan;
(5) all other assets included or to be included in the Trust
for the benefit of the Noteholders and the Credit Enhancer; and
(6) 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(a), 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.
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The Mortgage Loan Schedule is Exhibit A to the Sale and Servicing
Agreement and shall also be attached 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 UCC1
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 UCC1 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 UCC1
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 UCC1 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"):
(1) 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;
(2) unless the Mortgage Loan is registered on the MERS(R)
System, an original assignment of mortgage in blank in recordable
form;
(3) 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
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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;
(4) 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;
(5) a title policy for each Mortgage Loan with a Credit
Limit in excess of $100,000;
(6) the original of any guaranty executed in connection with
the Mortgage Note;
(7) the original of each assumption, modification,
consolidation, or substitution agreement relating to the Mortgage
Loan; and
(8) any security agreement, chattel mortgage, or equivalent
instrument executed in connection with the Mortgage.
The Related Documentation will be delivered:
(1) no later than the Closing Date, with respect to no less
than 50% of the Mortgage Loans in each Loan Group,
(2) no later than the twentieth day after the Closing Date,
with respect to no less than 40% of the Mortgage Loans in each Loan
Group in addition to those delivered on the Closing Date, and
(3) 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
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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, to provide for the possibility that the transfer might be
characterized as a transfer for security and not as a sale, 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 that 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 attached as Annex 1 to this Agreement (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
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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 with respect to any
breach.
Section 3.02. Seller Representations and Warranties Relating to the
Mortgage Loans.
(a) The Seller represents and warrants to the Purchaser as of the
Cut-off Date, unless specifically stated otherwise:
(1) As of the Closing Date (or, with respect to any Eligible
Substitute Mortgage Loan, the applicable date of substitution) this
Agreement constitutes a valid
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and legally binding obligation of the Seller, enforceable against the
Seller in accordance with its terms.
(2) 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
in respect of the Mortgage Loans 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), 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
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Security Interest is enforceable as such against creditors
of and purchasers from the Trust, the Purchaser, and the
Seller.
(3) 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 under this
Agreement, 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.
(4) 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.
(5) 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.
(6) 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.
(7) 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,
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;
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(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.
(8) 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.
(9) 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 or
governmental charge against it, other than those that have been or
will be paid by the Seller.
(10) 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.
(11) 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
(16).
(12) 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 for each Loan Group no more than the applicable
percentage of the Mortgage Loans in that Loan Group specified in the
Adoption Annex being transferred on the Closing Date (by Cut-off Date
Loan Balance) were 30-59 days delinquent (measured on a contractual
basis).
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(13) As of the Closing Date (or, with respect to any
Eligible Substitute Mortgage Loan, the applicable date of
substitution), the Mortgage File for each Mortgage Loan contains each
of the documents specified to be included in it.
(14) At origination, each Mortgage Loan and the related
Mortgage Note complied in all material respects with applicable
local, 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.
(15) As of the Closing Date, (or, with respect to any
Eligible Substitute Mortgage Loan, the applicable date of
substitution), 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; and "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 or
jurisdiction specified in such table.
(16) 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 or binder was
issued or a 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.
(17) 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.
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(18) No more than the percentage specified in the Adoption
Annex of the Mortgage Loans in each Loan Group, by aggregate
principal balance of the related Mortgage Loans, are secured by
Mortgaged Properties located in one United States postal zip code.
(19) 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 in each Loan Group was not in excess of the percentage specified
in the Adoption Annex.
(20) 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.
(21) 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.
(22) 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.
(23) The Mortgage Notes constitute either "instruments" or
"general intangibles" as defined in the UCC.
(24) 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 UCC1 financing
statements in the proper filing office in the appropriate
jurisdiction to perfect the Security Interest in the Collateral
Granted under the Indenture.
(25) 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."
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(26) 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.
(27) 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.
(28) 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.
(29) 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 highest `prime rate' as published in the `Money Rates' table of
The Wall Street Journal as of the first business day of the calendar
month for the applicable interest rate adjustment date."
(30) The weighted average remaining term to maturity of the
Mortgage Loans in each Loan Group on a contractual basis as of the
Cut-off Date is approximately the number of months specified for that
Loan Group 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 for that Loan Group and the weighted average Loan Rate
Cap is approximately the percentage specified in the Adoption Annex
for that Loan Group. The Gross Margins for the Mortgage Loans in each
Loan Group range between the percentages specified in the Adoption
Annex for that Loan Group and the weighted average Gross Margin is
approximately the percentage specified in the Adoption Annex for that
Loan Group as of the Cut-off Date. The Loan Rates on the Mortgage
Loans in each Loan Group range between the percentages specified in
the Adoption Annex for that Loan Group and the weighted average Loan
Rate on the Mortgage Loans is approximately the percentage specified
in the Adoption Annex for that Loan Group.
(31) 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.
12
(32) No more than the percentage specified in the Adoption
Annex (by Cut-off Date Loan Balance) for each Loan Group of the
Mortgage Loans in the related Loan Group 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) for each Loan Group of the Mortgage Loans
in the related Loan Group are secured by real property with a
detached one-family residence erected on them.
(33) The Credit Limits on the Mortgage Loans in each Loan
Group range between approximately the dollar amounts specified in the
Adoption Annex for that Loan Group with an average of approximately
the dollar amount specified in the Adoption Annex for that Loan
Group. As of the Cut-off Date, no Mortgage Loan in either Loan Group
had a principal balance in excess of approximately the dollar amount
specified in the Adoption Annex for that Loan Group and the average
principal balance of the Mortgage Loans in each Loan Group is equal
to approximately the dollar amounts specified in the Adoption Annex
for that Loan Group.
(34) 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.
(35) As of the Closing Date, no more than the percentage
specified in the Adoption Annex for each Loan Group of the Mortgage
Loans in the related Loan Group, by aggregate principal balance, were
appraised electronically.
(36) 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 in the Mortgage Loan Files.
(37) 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.
13
(38) 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.
(39) 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.
(40) Based on the drawn balances of the Mortgage Loans, the
Mortgage Loans had the characteristics set out in the Adoption Annex
for each Loan Group 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; and
percentage of the Mortgage Loans that have their respective Mortgaged
Properties located in the top five states, measured by aggregate
drawn balances.
(41) 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.
(42) 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.
(43) At the time each Mortgage Loan was originated, the
Sponsor was, and the Sponsor is an approved seller of conventional
mortgage loans for Xxxxxx Xxx and Xxxxxxx Mac and is a mortgagee
approved by the Secretary of Housing and Urban Development pursuant
to Sections 203 and 211 of the National Housing Act.
(44) 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 Mae and
Xxxxxxx Mac and is in a form acceptable to Xxxxxx Mae and Xxxxxxx
Mac, which policy insures the Sponsor
14
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 (7) above.
(45) As of the Closing Date (or, with respect to any
Eligible Substitute Mortgage Loan, the applicable date of
substitution) 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 (46) 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, and 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.
(46) 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 National Flood Insurance Act of 1968.
(47) 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
15
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.
(48) No Mortgage Loan has a shared appreciation feature, or
other contingent interest feature.
(49) 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.
(50) 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.
(51) 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.
(52) 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.
(53) 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.
(54) As of the Closing Date (or, with respect to any
Eligible Substitute Mortgage Loan, the applicable date of
substitution) no foreclosure proceedings are
16
pending against the Mortgaged Property and the Mortgage Loan is not
subject to any pending bankruptcy or insolvency proceeding.
(55) As of the Closing Date (or, with respect to any
Eligible Substitute Mortgage Loan, the applicable date of
substitution), 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.
(56) No borrower was required to purchase any single premium
credit insurance policy (e.g., life, disability, accident,
unemployment, or health insurance product) or debt cancellation
agreement as a condition of obtaining the extension of credit. No
borrower obtained a prepaid single-premium credit insurance policy
(e.g., life, disability, accident, unemployment, mortgage, or health
insurance) in connection with the origination of the Mortgage Loan.
No proceeds from any Mortgage Loan were used to purchase debt
cancellation agreements as part of the origination of, or as a
condition to closing, the Mortgage Loan.
(57) The Mortgage Loans, individually and in the aggregate,
conform in all material respects to their descriptions in the
Prospectus Supplement.
(58) No Mortgage Loan is covered by the Home Ownership and
Equity Protection Act of 1994.
(59) 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.
(60) As of the Closing Date (or, with respect to any
Eligible Substitute Mortgage Loan, the applicable date of
substitution), 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).
(61) No proceeds from any Mortgage Loan were used to
purchase single premium credit insurance policies as part of the
origination of, or as a condition to closing, the Mortgage Loan.
(62) 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.
17
(63) 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.
(64) All of the Mortgage Loans in the Loan Group specified
in the Adoption Annex conform to Xxxxxx Mae or Xxxxxxx Mac maximum
principal balance (by credit limit) guidelines.
(b) 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.
(c) 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.
(d) 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.
18
(e) A breach of any one of the representations in Sections
3.02(a)(58) to (64) will be considered to materially adversely affect the
interests of the Noteholders.
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.
19
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: CWHEQ 2005-G
and
(iv) if to the Purchaser at:
CWHEQ, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Ref: CWHEQ 2005-G
20
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; Electronic Delivery.
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. Any signature page to this Agreement
containing a manual signature may be delivered by facsimile transmission or
other electronic communication device capable of transmitting or creating a
printable written record, and when so delivered shall have the effect of
delivery of an original manually signed signature page.
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.
21
Section 7.08. Survival.
The representations and warranties in Article III shall survive the
purchase of the Mortgage Loans.
22
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.
CWHEQ, 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
23
STATE OF CALIFORNIA)
) ss.:
COUNTY OF LOS ANGELES)
On the 30th day of September, 2005 before me, a Notary Public in and
for said State, personally appeared Xxxx Xxxxxxx, Xx., known to me to be a
Vice President of CWHEQ, 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. Xxxxxx
--------------------
Notary Public
Xxxxxx X. Xxxxxx
Commission # 1325392
Notary Public - California
Los Angeles County
My Comm. Expires October 15, 2005.
24
STATE OF CALIFORNIA )
) ss.:
COUNTY OF LOS ANGELES )
On the 30th day of September, 2005 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. Xxxxxx
--------------------
Notary Public
Xxxxxx X. Xxxxxx
Commission # 1325392
Notary Public - California
Los Angeles County
My Comm. Expires October 15, 2005.
25
SCHEDULE I
SCHEDULE OF
MORTGAGE LOANS
[Delivered to the Indenture Trustee only]
Sch-I-1
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.
------------------------------------------------------------------------------------------------------------------------
Standard & Poor's High-Cost Loan Categorization
------------------------------------------------------------------------------------------------------------------------
State/jurisdiction Category under applicable anti-predatory lending law
------------------------------------------------------------------------------------------------------------------------
Arkansas High Cost Home Loan
------------------------------------------------------------------------------------------------------------------------
Cleveland Heights, Ohio Covered Loan
------------------------------------------------------------------------------------------------------------------------
Colorado Covered Loan
------------------------------------------------------------------------------------------------------------------------
Connecticut High Cost Home Loan
------------------------------------------------------------------------------------------------------------------------
District of Columbia Covered Loan
------------------------------------------------------------------------------------------------------------------------
Florida High Cost Home Loan
------------------------------------------------------------------------------------------------------------------------
Georgia (Oct. 1, 2002 - March 6, 2003) High Cost Home Loan
------------------------------------------------------------------------------------------------------------------------
Georgia as amended (March 7, 2003 - current) High Cost Home Loan
------------------------------------------------------------------------------------------------------------------------
HOEPA Section 32 High Cost Loan
------------------------------------------------------------------------------------------------------------------------
Illinois High Risk Home Loan
------------------------------------------------------------------------------------------------------------------------
Kansas High Loan-to-Value Consumer Loans and High APR Consumer Loans
------------------------------------------------------------------------------------------------------------------------
Kentucky High Cost Home Loan
------------------------------------------------------------------------------------------------------------------------
Los Angeles, Calif. High Cost Refinance Home Loan
------------------------------------------------------------------------------------------------------------------------
Maine High Rate High Fee mortgage
------------------------------------------------------------------------------------------------------------------------
Massachusetts High Cost Home Loan
------------------------------------------------------------------------------------------------------------------------
Nevada Home Loan
------------------------------------------------------------------------------------------------------------------------
New Jersey High Cost Home Loan
------------------------------------------------------------------------------------------------------------------------
New York High Cost Home Loan
------------------------------------------------------------------------------------------------------------------------
New Mexico High Cost Home Loan
------------------------------------------------------------------------------------------------------------------------
North Carolina High Cost Home Loan
------------------------------------------------------------------------------------------------------------------------
Oakland, Calif. High Cost Home Loan
------------------------------------------------------------------------------------------------------------------------
Ohio Covered Loan
------------------------------------------------------------------------------------------------------------------------
Oklahoma Subsection 10 Mortgage
------------------------------------------------------------------------------------------------------------------------
South Carolina High Cost Home Loan
------------------------------------------------------------------------------------------------------------------------
West Virginia West Virginia Mortgage Loan Act Loan
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
Standard & Poor's Covered Loan Categorization
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
State/jurisdiction Category under applicable anti-predatory lending law
------------------------------------------------------------------------------------------------------------------------
Georgia (Oct. 1, 2002 - March 6, 2003) Covered Loan
------------------------------------------------------------------------------------------------------------------------
New Jersey Covered Home Loan
------------------------------------------------------------------------------------------------------------------------
Sch-II-1
------------------------------------------------------------------------------------------------------------------------
Standard & Poor's Home Loan Categorization
------------------------------------------------------------------------------------------------------------------------
State/jurisdiction Category under applicable anti-predatory lending law
------------------------------------------------------------------------------------------------------------------------
Georgia (Oct. 1, 2002- March 6, 2003) Home Loan
------------------------------------------------------------------------------------------------------------------------
New Jersey Home Loan
------------------------------------------------------------------------------------------------------------------------
New Mexico Home Loan
------------------------------------------------------------------------------------------------------------------------
North Carolina Consumer Home Loan
------------------------------------------------------------------------------------------------------------------------
Oakland, Calif. Home Loan
------------------------------------------------------------------------------------------------------------------------
South Carolina Consumer Home Loan
------------------------------------------------------------------------------------------------------------------------
Sch-II-2
ANNEX 1
ADOPTION ANNEX
The purchase price for the Mortgage Loans pursuant to Section 2.03 is
the transfer to the Seller on the Closing Date of the Transferor Certificates
and the proceeds from the sale of the Notes.
The items referred to in the representations and warranties in
Section 3.02 are:
(12) 0.00% and 0.00% of the Mortgage Loans in Loan Group 1 and Loan
Group 2, respectively, being transferred on the relevant date (by Cut-off Date
Loan Balance) were 30-59 days delinquent (measured on a contractual basis).
(18) As of the Cut-off Date no more than 3.00% and 3.00% of the
Mortgage Loans in Loan Group 1 and Loan Group 2, respectively, by aggregate
principal balance, are secured by Mortgaged Properties located in one United
States postal zip code.
(19) The Combined Loan-to-Value Ratio for each Mortgage Loan was not
in excess of 100.00%.
(30) The weighted average remaining term to maturity of the Mortgage
Loans on a contractual basis as of the Cut-off Date is approximately 290 and
292 months with respect to the Mortgage Loans in Loan Group 1 and Loan Group
2, respectively. The Loan Rate Caps for the Mortgage Loans range between
6.000% and 24.000% and 6.000% and 24.000% with respect to the Mortgage Loans
in Loan Group 1 and Loan Group 2, respectively, and the weighted average Loan
Rate Cap is approximately 17.874% and 17.877%, with respect to the Mortgage
Loans in Loan Group 1 and Loan Group 2, respectively. The Gross Margins for
the Mortgage Loans range between -0.990% and 7.250% and -0.999% and 7.500%
with respect to the Mortgage Loans in Loan Group 1 and Loan Group 2,
respectively, and the weighted average Gross Margin is approximately 1.653%
and 1.584% as of the Cut-off Date for the Mortgage Loans in Loan Group 1 and
Loan Group 2, respectively. The Loan Rates on the Mortgage Loans range between
3.750% and 13.750% and 3.990% and 14.000% with respect to the Mortgage Loans
in Loan Group 1 and Loan Group 2, respectively, and the weighted average Loan
Rate on the Mortgage Loans is approximately 7.837% and 7.893% with respect to
the Mortgage Loans in Loan Group 1 and Loan Group 2, respectively. As of the
Cut-off Date, 100.00% and 15.00% of the Mortgage Loans in Loan Group 1 and
Loan Group 2, respectively, by aggregate principal balance, have original
principal balances (by credit limit) that conform to Xxxxxx Xxx or Xxxxxxx Mac
guidelines.
(32) No more than 25.80% and 28.79% (by Cut-off Date Loan Balance) of
the Mortgage Loans in Loan Group 1 and Loan Group 2, respectively, 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 74.20% and 71.21% (by Cut-off
Xxx-1-1
Date Loan Balance) of the Mortgage Loans in Loan Group 1 and Loan Group 2,
respectively, are secured by real property with a detached one-family
residence erected on them.
(33) The Credit Limits on the Mortgage Loans range between
approximately $5,800 and $225,000 and $6,300 and $2,000,000 with an average of
approximately $42,763 and $61,206 with respect to the Mortgage Loans in Loan
Group 1 and Loan Group 2, respectively. As of the Cut-off Date, no Mortgage
Loan had a principal balance in excess of approximately $178,000 and
$2,000,000 and the average principal balance of the Mortgage Loans is equal to
approximately $37,336 and $49,296 with respect to the Mortgage Loans in Loan
Group 1 and Loan Group 2, respectively.
(34) Approximately 0.00% and 100.00% of the Mortgage Loans of each
Loan Group, by aggregate principal balance as of the Cut-off Date for the
Mortgage Loans, are secured by first and second liens, respectively.
(35) As of the Closing Date, no more than 35.55% and 11.21% of the
Mortgage Loans in Loan Group 1 and Loan Group 2, respectively, by aggregate
principal balance, were appraised electronically.
(40) As of the Cut-off Date (based on the drawn balances), the
Mortgage Loans had a weighted average Combined Loan-to-Value Ratio of 83.08%
and 83.58%; a range of Combined Loan-to-Value Ratios between 13.90% and
100.00% and 4.44% and 100.00%; a percentage of primary residences of 94.58%
and 93.78%; a weighted average FICO score of 720 and 727; a range of FICO
scores between 419 and 840 and 441 and 840; a Weighted Average Net Loan Rate
of 7.337% and 7.393%; a range of net Loan Rates between 3.250% and 13.250% and
3.490% and 13.500%; a weighted average original stated term to maturity of 300
and 300 months; a range of original term to maturity between 120 and 360
months and 120 and 360 months; a range of remaining term to maturity between
74 and 358 months and 72 and 355 months; an average drawn balance of $37,336
and $49,296; an average utilization ratio of 89.64% and 81.13%; and 42.62% and
62.88% of the Mortgage Loans have their respective Mortgaged Properties
located in the top five states, measured by aggregate drawn balances, all with
respect to the Mortgage Loans in Loan Group 1 and Loan Group 2, respectively.
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