CONVEYANCE AGREEMENT
THIS CONVEYANCE Agreement dated March 27, 1997, is between EquiVantage
Acceptance Corp. (the "Company") and EquiVantage Inc. (the "Originator").
Pursuant to the Master Loan Transfer Agreement dated as of March 1, 1997
between the Company and the Originator (the "Mortgage Transfer Agreement"),
the parties hereto hereby confirm their understanding with respect to the
sale by the Originator and the purchase by the Company of those mortgage
loans identified on the Mortgage Loan Schedule attached hereto (the
"Transferred Mortgage Loans").
Conveyance of Transferred Mortgage Loans. The Originator, concurrently
with the execution and delivery of this Conveyance Agreement, does hereby
irrevocably transfer, sell, assign, set over and otherwise convey to the
Company, without recourse (except as otherwise explicitly provided for herein)
all of its right, title and interest in and to the Transferred Mortgage Loans
being conveyed by it, including specifically, without limitation, the Mortgages,
the Files and all other documents, materials and properties appurtenant thereto
and the Notes, including all interest and principal received by the Originator
on or with respect to such Transferred Mortgage Loans on or after the related
Cut-Off Date, together with all of its right, title and interest in and to the
proceeds received on or after the related Cut-Off Date of any related insurance
policies on behalf of the Company. It is the intention of the parties hereto
that the conveyance by the Originator of the Transferred Mortgage Loans to the
Company shall constitute a purchase and sale of such Transferred Mortgage Loans
and not a loan. If the Originator cannot deliver the original Mortgage or
mortgage assignment with evidence of recording thereon concurrently with the
execution and delivery of this Conveyance Agreement solely because of a delay
caused by the public recording office where such original Mortgage or mortgage
assignment has been delivered for recordation, the Originator shall promptly
deliver to the Trustee on behalf of the Company such original Mortgage or
mortgage assignment with evidence of recording indicated thereon upon receipt
thereof from the public recording official, as soon as possible but in no event
later than 12 months from the Startup Day, as defined in the Related EquiVantage
Pooling and Servicing Agreement.
The costs relating to the delivery of the documents specified in this
Conveyance Agreement shall be borne by the Originator.
The Originator hereby makes the representations and warranties set forth in
Section 5(a) of the Mortgage Transfer Agreement with respect to the Transferred
Mortgage Loans. The "Cut-Off Date" with respect to such Transferred Mortgage
Loans shall be the close of business on March 1, 1997.
Except as set forth immediately below, all terms and conditions of the
Mortgage Transfer Agreement are hereby incorporated herein; provided that in the
event of any conflict the provisions of this Conveyance Agreement shall control
over the conflicting provisions of the Mortgage Transfer Agreement.
(i) With respect to each Transferred Mortgage Loan involving property
improved by a manufactured home, such manufactured home constitutes
real property under applicable state law and the Originator has taken
all action necessary to create a valid and perfected first or second
priority lien and security interest in such manufactured
home and the related Property, including, without limitation, the
filing of a Uniform Commercial Code financing statement or notations
on certificates of title, if necessary under applicable state law.
(ii) As of its date of origination, no Transferred Mortgage Loan had a
Combined Loan-to-Value Ratio in excess of 90%, except for loan number
312874, which has a Combined Loan-to-Value Ratio of 90.51%; loan
number 311576, which has a Combined Loan-to-Value Ratio of 94.12%;
loan number 312435, which has a Combined Loan-to-Value Ratio of
95.33%; and loan number 304420, which has a Combined Loan-to-Value
Ratio of 112.68%.
(iii) No Transferred Mortgage Loan is a third mortgage loan.
(iv) No more than 2.16% of the Transferred Mortgage Loans were originated
under any "no-income verification" program.
(v) The Note related to each Transferred Mortgage Loan bears a minimum
Coupon Rate of at least 8.41% per annum.
(vi) Each Note for a fixed rate Transferred Mortgage Loan that is not a
Balloon Loan provides for a schedule of substantially level and equal
monthly scheduled payments which are sufficient to amortize fully the
principal balance of such Note on or before its maturity date, which
maturity date is not more than 30 years from the date of origination
of such Transferred Mortgage Loan. Each Balloon Loan has an original
term to stated maturity of not more than 15 years and an amortization
schedule based on not more than 30 years.
(vii) No more than 0.48% of the Transferred Mortgage Loans are more than 30
days Delinquent (assuming a 30-day month).
(viii) No Transferred Mortgage Loan had a Loan Balance less than $7,732.80
as of the Cut-Off Date or greater than $499,764.25 as of the Cut-Off
Date.
(ix) The Primary Parcel of each Property is located in the state identified
in the Mortgage Loan Schedule attached hereto; no more than 0.77% of
the aggregate Loan Balance as of the Cut-Off Date is secured by
mortgaged Properties located within any single postal zip code area;
and each Property consists of one or more parcels of real property
with a residential dwelling erected on the Primary Parcel.
(x) As of the Cut-Off Date, no more than 0.77% of the aggregate Loan
Balance is secured by condominiums; no Transferred Mortgage Loan
relates to a cooperative.
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(xi) With respect to each Mortgaged Property subject to a ground lease
(i) the current ground lessor has been identified and all ground rents
that previously become due and owing have been paid; (ii) the ground
lease term extends, or is automatically renewable, for at least five
years beyond the maturity date of the related Transferred Mortgage
Loan; (iii) the ground lease has been duly executed and recorded;
(iv) the amount of the ground rent and any increases therein are
clearly identified in the lease and are for predetermined amounts at
predetermined times; (v) the Trust has the right to cure defaults on
the ground lease; and (vi) the terms and conditions of the leasehold
do not prevent the free and absolute marketability of the Mortgaged
Property. As of the Cut-Off Date, the Principal Balance of
Transferred Mortgage Loans with related Mortgaged Properties subject
to ground leases does not exceed 0.13% of the Original Principal
Balance.
(xii) As of the Cut-Off Date, no more than 5.66% of the Original
Aggregate Loan Balance is secured by investor-owned Properties.
(xiii) As of the Cut-Off Date, there are no Transferred Mortgage Loans
that are the subject of bankruptcy or insolvency proceedings.
(xiv) Not more than 2.82% of the Transferred Mortgage Loans are subject
to Section 32 of the Federal Truth-in-Lending Act.
(xv) As of the Cut-Off Date, 81.89% of the outstanding principal balance of
the Transferred Mortgage Loans are fixed rate mortgage loans and
18.11% of the outstanding principal balance of the Transferred
Mortgage Loans are adjustable rate mortgage loans.
(xvi) With respect to Transferred Mortgage Loans that are adjustable
rate mortgage loans, as of the Cut-Off Date, all interest rate
adjustments have been performed correctly in accordance with the
terms of the related Mortgage.
For purposes of this Conveyance Agreement, the "Related EquiVantage Pooling
and Servicing Agreement" is the Pooling and Servicing Agreement relating to the
EquiVantage Home Equity Loan Trust 1997-1.
Terms capitalized herein and not defined herein shall have their respective
meanings as set forth in the Mortgage Transfer Agreement.
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IN WITNESS WHEREOF, the Company and the Originator have caused this
Conveyance Agreement to be duly executed by their respective officers thereunto
duly authorized, all as of the day and year first above written.
EQUIVANTAGE ACCEPTANCE CORP.,
the Company
By: ----------------------------------
Name: Xxxxxxxxx Xxxx
Title: Senior Vice President
EQUIVANTAGE INC.,
the Originator
By: -----------------------------------
Name: Xxxxx X. Xxxxxxxx
Title: Senior Vice President
[Conveyance Agreement]
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MORTGAGE LOAN SCHEDULE
[Attached as Schedule I to the Related
EquiVantage Pooling and Servicing Agreement
and Incorporated Herein]
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