EXHIBIT 99.2
6
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COUNTRYWIDE HOME LOANS, INC.
Seller
CWABS, INC.
Purchaser
__________________________________
PURCHASE AGREEMENT
Dated as of December 23, 2004
__________________________________
REVOLVING HOME EQUITY LOAN ASSET BACKED NOTES
Series 2004-S
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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. ....................................18
ARTICLE V
SERVICING
Section 5.01. Servicing. ..................................................19
ARTICLE VI
TERMINATION
Section 6.01. Termination. ................................................19
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.01. Amendment. ..................................................19
Section 7.02. Governing Law. ..............................................19
Section 7.03. Notices. ....................................................19
Section 7.04. Severability of Provisions. .................................20
Section 7.05. Counterparts. ...............................................20
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Section 7.06. Further Agreements. .........................................20
Section 7.07. Successors and Assigns: Assignment of Purchase Agreement. ...20
Section 7.08. Survival. ...................................................21
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 December 23, 2004 (the
"Agreement"), between COUNTRYWIDE HOME LOANS, INC., a New York corporation
(the "Seller"), and CWABS, 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.
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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.
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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"):
(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
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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
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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, 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 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
business transacted by it or any properties owned or leased by it requires
such qualification
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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.
(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
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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.
(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 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
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Mortgaged Property is free of all encumbrances and liens having priority
over the first lien of the mortgage except for liens for
(A) real estate taxes and special assessments not yet
delinquent;
(B) 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
(C) 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 against it.
(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 no more than the applicable percentage of the Mortgage Loans
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), for each
Mortgage Loan, the related Mortgage File 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 of 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, 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
Loan-to-Value Ratio for each Mortgage Loan 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 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.
(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) 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 in the 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 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.
(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 of the Mortgage Loans, 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.
(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.
(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.
13
(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 in
respect of the following: weighted average Loan-to-Value Ratio; range of
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.
(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 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.
14
(45) 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
(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; 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 Flood Disaster Protection Act of
1973.
(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 best of the Sponsor's
knowledge, all parties to the Mortgage Note and the Mortgage had
15
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.
16
(54) 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.
(55) 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) 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.
(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
17
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.
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.
18
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
19
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-S
and
(ii) if to the Purchaser at:
CWABS, Inc.
0000 Xxxx Xxxxxxx
Xxxxxxxxx, XX 00000
Ref: CWABS 2004-S
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
20
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.
21
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
22
STATE OF CALIFORNIA )
) ss.:
COUNTY OF LOS ANGELES)
On the 23rd day of December, 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 Xxxxxx
--------------------------------
Notary Public
Xxxxxx X. Xxxxxx
Commission # 1325392
Notary Public - California
Los Angeles County
My Comm. Expires October 15, 2005.
23
STATE OF CALIFORNIA )
) ss.:
COUNTY OF LOS ANGELES )
On the 23rd day of December, 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 Xxxxxx
--------------------------------
Notary Public
Xxxxxx X. Xxxxxx
Commission # 1325392
Notary Public - California
Los Angeles County
My Comm. Expires October 15, 2005.
24
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 Notes and the Transferor
Certificates.
The items referred to in the representations and warranties in Section
3.02 are:
(12) 0.00% 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).
(18) 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.
(19) The 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 298
months. The Loan Rate Caps for the Mortgage Loans range between 11.000% and
18.000%, and the weighted average Loan Rate Cap is approximately 11.994%. The
Gross Margins for the Mortgage Loans range between 0.990% and 5.500%, and the
weighted average Gross Margin is approximately 0.498%as of the Cut-off Date.
The Loan Rates on the Mortgage Loans range between 3.000% and 10.250%, and the
weighted average Loan Rate on the Mortgage Loans is approximately 5.336%. As
of the Cut-off Date, 77.50% of the Mortgage Loans, by aggregate principal
balance, have original principal balances (by credit limit) that conform to
Xxxxxx Xxx or Xxxxxxx Mac guidelines.
(32) No more than 28.49% (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 71.51% (by Cut-off Date Loan Balance)
of the Mortgage 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
$15,000 and $2,700,000 with an average of approximately $161,565. As of the
Cut-off Date, no Mortgage Loan had a principal balance in excess of
approximately $2,377,378 and the average principal balance of the Mortgage
Loans is equal to approximately $147,410.
(34) All of the Mortgage Loans are secured by first liens.
(35) As of the Closing Date, no more than 0.259% of the Mortgage Loans,
by aggregate principal balance, were appraised electronically.
Xxx-1-1
(40) As of the Cut-off Date (based on the drawn balances), the Mortgage
Loans had a weighted average Loan-to-Value Ratio of 81.55%; a range of
Loan-to-Value Ratios between 4.53% and 100.00%; a percentage of primary
residences of 72.71%; a weighted average FICO score of 717; a range of FICO
scores between 580 and 839; a Weighted Average Net Loan Rate of 4.836%; a
range of net Loan Rates between 2.500% and 9.750%; a weighted average original
stated term to maturity of 300 months; a range of original term to maturity
between 300 and 300 months; a range of remaining term to maturity between 282
and 300 months; an average drawn balance of $147,410; a weighted average
utilization ratio of 92.82%; and 32.93% of the Mortgage Loans have their
respective Mortgaged Properties located in the top five states, measured by
aggregate drawn balances.
Xxx-1-2
