EXHIBIT 99.2
B&W Draft No.1
11/18/98
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CWABS, INC.
as Purchaser,
and
COUNTRYWIDE HOME LOANS, INC.
as Seller,
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PURCHASE AGREEMENT
Dated as of November 14, 1998
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Revolving Home Equity Loan Asset Backed Certificates
Series 1998-D
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TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.1 Definitions....................................................1
ARTICLE II
SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
Section 2.1 Sale of the Mortgage Loans.....................................1
Section 2.2 Obligations of Seller Upon Sale................................2
Section 2.3 Payment of Purchase Price for the Mortgage Loans...............3
ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
Section 3.1 Seller Representations and Warranties..........................4
Section 3.2 Seller Representations and Warranties Relating to the
Mortgage Loans.................................................5
ARTICLE IV
SELLER'S COVENANTS
Section 4.1 Covenants of the Seller.......................................10
ARTICLE V
SERVICING
Section 5.1 Servicing.....................................................11
ARTICLE VI
TERMINATION
Section 6.1 Termination...................................................11
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1 Amendment.....................................................11
Section 7.2 Governing Law.................................................11
Section 7.3 Notices.......................................................11
Section 7.4 Severability of Provisions....................................12
Section 7.5 Counterparts..................................................12
Section 7.6 Further Agreements............................................12
Section 7.7 Successors and Assigns: Assignment of Purchase Agreement......12
Section 7.8 Survival......................................................12
PURCHASE AGREEMENT, dated as of November 14, 1998 (this "Agreement"),
between Countrywide Home Loans, Inc., a New York corporation (the "Seller"),
and CWABS, Inc., a Delaware corporation (the "Purchaser").
W I T N E S S E T H
WHEREAS, the Seller is the owner of the notes or other evidence of
indebtedness (the "Mortgage Notes") so indicated on Schedule I hereto, and
Related Documentation (as defined below) (collectively, the "Mortgage Loans");
and
WHEREAS, the Seller owns the mortgages (the "Mortgages") on the
properties (the "Mortgaged Properties") securing such 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 in respect of the Mortgage Loans; and
WHEREAS, the parties hereto desire that the Seller sell the Mortgage
Loans to the Purchaser pursuant to the terms of this Agreement; and
WHEREAS, pursuant to the terms of a Pooling and Servicing Agreement dated
as of November 14, 1998 (the "Pooling and Servicing Agreement") among the
Purchaser, as depositor, the Seller, as sponsor and master servicer, and The
First National Bank of Chicago, as trustee (the "Trustee"), the Purchaser will
convey the Mortgage Loans to the Trust.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. Capitalized terms used but not defined herein
shall have the meanings assigned thereto in the Pooling and Servicing
Agreement
ARTICLE II
SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
Section 2.1. Sale of the Mortgage Loans. The Seller, concurrently with
the execution and delivery of this Agreement, does hereby sell, assign, set
over, and otherwise convey to the Purchaser, without recourse, all of its
right, title and interest in, to and under the following, whether now existing
or hereafter created: (i) each Mortgage Loan, including its Asset Balance
(including all Additional Balances) and all collections in respect thereof
received after the Cut-off Date (excluding payments in respect of accrued
interest due on or prior to the Cut-off Date); (ii) property that secured a
Mortgage Loan that is acquired by foreclosure or deed in lieu of foreclosure;
(iii) the interest of the Seller in any hazard insurance policies in respect
of the Mortgage Loans; (iv) all rights under any guaranty executed in
connection with a Mortgage Loan; and (v) all proceeds of the foregoing.
Section 2.2. Obligations of Seller Upon Sale. In connection with any
transfer pursuant to Section 2.1 hereof, the Seller further agrees, at its own
expense, on or prior to the Closing Date, (a) to indicate in its books and
records that the Mortgage Loans have been sold to the Trustee, as assignee of
the Purchaser, pursuant to this Agreement and (b) to deliver to the Purchaser
a Mortgage Loan Schedule containing a true and complete list of all such
Mortgage Loans specifying for each such Mortgage Loan, among other things, as
of the Cut-off Date (i) its account number and (ii) the related Cut-off Date
Asset Balance. Such Mortgage Loan Schedule forms a part of Exhibit C to the
Pooling and Servicing Agreement and shall also be marked as Schedule I to this
Agreement and is hereby incorporated into and made a part of this Agreement.
The Seller agrees to prepare, execute and file a UCC-1 financing
statement with the Secretary of State in the State of California (which shall
have been filed on or before the Closing Date with respect to the Mortgage
Loans) describing the applicable Mortgage Loans and naming the Seller as
debtor and the Purchaser as secured party (and indicating that such loans have
been assigned to the Trustee) and all necessary continuation statements and
any amendments to the UCC-1 financing statements required to reflect a change
in the name or corporate structure of the Seller or the filing of any
additional UCC-1 financing statements due to the change in the principal
offices of the Seller, as are necessary to perfect and protect the Trustee's
interest in each Mortgage Loan and the proceeds thereof.
In connection with any conveyance by the Seller, the Seller shall deliver
to the Depositor, or at the Depositor's direction, to the Trustee within 30
days following the Closing Date, the following documents or instruments with
respect to each Mortgage Loan (the "Related Documentation"):
(i) the original Mortgage Note endorsed in blank;
(ii) an original Assignment of Mortgage in blank in recordable form;
(iii) the original recorded Mortgage or, if, in connection with any
Mortgage Loan, the original recorded Mortgage with evidence of recording
thereon cannot be delivered on or prior to the Closing Date because of a delay
caused by the public recording office where such original Mortgage has been
delivered for recordation or because such original Mortgage has been lost, the
Seller, at the direction of the Purchaser, shall deliver or cause to be
delivered to the Trustee, a true and correct copy of such Mortgage, together
with (i) in the case of a delay caused by the public recording office, an
Officer's Certificate of the Purchaser stating that such original Mortgage has
been dispatched to the appropriate public recording official or (ii) in the
case of an original Mortgage that has been lost, a certificate by the
appropriate county recording office where such Mortgage is recorded;
(iv) if applicable, the original intervening assignments, if any
("Intervening Assignments"), with evidence of recording thereon, showing a
complete chain of title to the Mortgage from the originator to the Purchaser
or, if any such original Intervening Assignment has not been returned from the
applicable recording office or has been lost, a true and correct copy thereof,
together with (i) in the case of a delay caused by the public recording
office, an Officer's Certificate of the Seller stating that such original
Intervening Assignment has been dispatched to the appropriate public recording
official for recordation or (ii) in the case of an original Intervening
Assignment that has been lost, a certificate by the appropriate county
recording office where such 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, if any, relating to the Mortgage Loan; and
(viii) any security agreement, chattel mortgage or equivalent instrument
executed in connection with the Mortgage.
The Seller further hereby 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 Trustee, as
assignee of the Purchaser.
The Purchaser hereby acknowledges its acceptance of all right, title and
interest to the Mortgage Loans and other property, now existing and hereafter
created, conveyed to it pursuant to this Section 2.2.
Notwithstanding the characterization of the Investor Certificates as debt
for Federal, state and local income and franchise tax purposes, the parties
hereto intend to treat the transfer of the Mortgage Loans as provided herein
as a sale for accounting and other purposes, by the Seller to the Purchaser of
all the Seller's right, title and interest in and to the Mortgage Loans and
other property described above. In the event such transfer is deemed not to be
a sale, the Seller hereby grants to the Purchaser a security interest in all
of the Seller's right, title and interest in, to and under the Mortgage Loans
and other property described above, whether now existing or hereafter created,
to secure all of the Seller's obligations hereunder; and this Agreement shall
constitute a security agreement under applicable law.
Section 2.3. 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 pay to the Seller on
the Closing Date by transfer of immediately available funds, an amount equal
to $155,610,000 (the "Purchase Price"), and to transfer to the Seller on the
Closing Date the Transferor Certificates.
ARTICLE III
REPRESENTATIONS AND WARRANTIES;
REMEDIES FOR BREACH
Section 3.1. Seller Representations and Warranties. The Seller represents
and warrants to the Purchaser as of the Closing Date:
(i) The Seller is a New York corporation, validly existing and in good
standing under the laws of the State of New York, and has the corporate power
to own its assets and to transact the business in which it is currently
engaged. The Seller is duly qualified to do business as a foreign corporation
and is in good standing in each jurisdiction in which the character of the
business transacted by it or any properties owned or leased by it requires
such qualification and in which the failure so to qualify would have a
material adverse effect on the business, properties, assets, or condition
(financial or other) of the Seller;
(ii) The Seller has the power and authority to make, execute, deliver and
perform this Agreement and all of the transactions contemplated under the
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 legal, valid and binding
obligation of the Seller enforceable in accordance with its terms, except as
enforcement of such terms may be limited by bankruptcy, insolvency or similar
laws affecting the enforcement of creditors' rights generally and by the
availability of equitable remedies;
(iii) 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 such consent, license, approval or authorization, or
registration or declaration, as shall have been obtained or filed, as the case
may be, prior to the Closing Date;
(iv) 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
(v) 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 Investor Certificates which in the opinion of the
Seller has a reasonable likelihood of resulting in a material adverse effect
on the transactions contemplated by this Agreement.
It is understood and agreed that the representations and warranties set
forth in this Section 3.1 shall survive the sale and assignment of the
Mortgage Loans to the Purchaser. The Seller shall cure a breach of any
representations and warranties in accordance with the Pooling and Servicing
Agreement. It is understood and agreed that the remedy specified in the
Pooling and Servicing Agreement shall constitute the sole remedy against the
Seller respecting such breach.
Section 3.2. Seller Representations and Warranties Relating to the
Mortgage Loans. The Seller represents and warrants to the Purchaser as of the
Cut-off Date, unless otherwise specifically set forth herein:
(i) As of the Closing Date, this Agreement constitutes a legal, valid and
binding obligation of the Seller, enforceable against the Seller in accordance
with its terms, except as enforcement of such terms may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws now
or hereafter in effect affecting the enforcement of creditors' rights
generally and by the availability of equitable remedies;
(ii) As of the Closing Date with respect to the Mortgage Loans and as of
the applicable date of substitution with respect to any Eligible Substitute
Mortgage Loan, either (A) this Agreement constitutes a valid transfer and
assignment to the Purchaser of all right, title and interest of the Seller in
and to the Cut-off Date Asset Balances with respect to the applicable Mortgage
Loans, all monies due or to become due with respect thereto (excluding
payments in respect of accrued interest due on or prior to the Cut-off Date),
and all proceeds of such Cut-off Date Asset Balances with respect to the
Mortgage Loans and such funds as are from time to time deposited in the
Collection Account (excluding any investment earnings thereon) and all other
property specified in the first paragraph of Section 2.01(a) of the Pooling
and Servicing Agreement as being part of the corpus of the Trust conveyed to
the Trust by the Purchaser, and upon payment for the Additional Balances, will
constitute a valid transfer and assignment to the Purchaser of all right,
title and interest of the Seller in and to the Additional Balances, all monies
due or to become due with respect thereto, and all proceeds of such Additional
Balances and all other property specified in the first paragraph of Section
2.01 of the Pooling and Servicing Agreement relating to the Additional
Balances or (B) this Agreement constitutes a grant of a security interest (as
defined in the UCC as in effect in California) in such property to the
Purchaser. If this Agreement constitutes the grant of a security interest to
the Purchaser in such property, the Purchaser shall have a first priority
perfected security interest in such property, subject to the effect of Section
9-306 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 Pooling and Servicing Agreement;
(iii) As of the Closing Date with respect to the Mortgage Loans and the
applicable date of substitution with respect to any Eligible Substitute
Mortgage Loan and as of the date any Additional Balance is created, the
information set forth in the Mortgage Loan Schedule for such Mortgage Loans is
true and correct in all material respects;
(iv) The applicable Cut-off Date Asset Balance has not been assigned or
pledged, and the Seller is the sole owner and holder of such Cut-off Date
Asset Balance free and clear of any and all liens, claims, encumbrances,
participation interests, equities, pledges, charges or security interests of
any nature, and has full right and authority, under all governmental and
regulatory bodies having jurisdiction over the ownership of the applicable
Mortgage Loan, to sell, assign or transfer the same pursuant to this
Agreement;
(v) As of the Closing Date with respect to the Mortgage Loans and the
applicable date of substitution with respect to any Eligible Substitute
Mortgage Loan, the related Mortgage Note and the Mortgage with respect to each
Mortgage Loan have not been assigned or pledged, and immediately prior to the
sale of the Mortgage Loans to the Purchaser, the Seller was the sole owner and
holder of the Mortgage Loan free and clear of any and all liens, claims,
encumbrances, participation interests, equities, pledges, charges or security
interests of any nature, and has full right and authority, under all
governmental and regulatory bodies having jurisdiction over the ownership of
the applicable Mortgage Loans, to sell and assign the same pursuant to this
Agreement;
(vi) As of the Closing Date with respect to the Mortgage Loans and the
applicable date of substitution with respect to any Eligible Substitute
Mortgage Loan, the related Mortgage is a valid and subsisting first or second
lien, as set forth on the Mortgage Loan Schedule with respect to each related
Mortgage Loan, on the property therein described, and as of the Cut-off Date
and the applicable date of substitution the related Mortgaged Property is free
and clear of all encumbrances and liens having priority over the first or
second lien, as applicable, of such Mortgage except for liens for (i) real
estate taxes and special assessments not yet delinquent; (ii) any first
mortgage loan secured by such Mortgaged Property and specified on the Mortgage
Loan Schedule; (iii) 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 (iv) other
matters to which like properties are commonly subject which do not materially
interfere with the benefits of the security intended to be provided by such
Mortgage;
(vii) As of the Closing Date with respect to the Mortgage Loans and the
applicable date of substitution with respect to any Eligible Substitute
Mortgage Loan, there is no valid offset, defense or counterclaim of any
obligor under any Credit Line Agreement or Mortgage;
(viii) To the best knowledge of the Seller, as of the Closing Date with
respect to the Mortgage Loans and the applicable date of substitution with
respect to any Eligible Substitute Mortgage Loan, there is no delinquent
recording or other tax or fee or assessment lien against any related Mortgaged
Property;
(ix) As of the Closing Date with respect to the Mortgage Loans and the
applicable date of substitution with respect to any Eligible Substitute
Mortgage Loan, there is no proceeding pending or, to the best knowledge of the
Seller, threatened for the total or partial condemnation of the related
Mortgaged Property, and such property is free of material damage;
(x) To the best knowledge of the Seller, as of the Closing Date with
respect to the Mortgage Loans and the applicable date of substitution with
respect to any Eligible Substitute Mortgage Loan, there are no mechanics' or
similar liens or claims which have been filed for work, labor or material
affecting the related Mortgaged Property which are, or may be, liens prior or
equal to the lien of the related Mortgage, except liens which are fully
insured against by the title insurance policy referred to in clause (xiv);
(xi) No Minimum Monthly Payment is more than 59 days delinquent (measured
on a contractual basis) and no Mortgage Loans (by Cut-off Date Pool Balance)
were 30-59 days delinquent (measured on a contractual basis);
(xii) As of the Closing Date with respect to the Mortgage Loans and the
applicable date of substitution with respect to any Eligible Substitute
Mortgage Loan, for each Mortgage Loan, the related Mortgage File contains each
of the documents and instruments specified to be included therein;
(xiii) The related Mortgage Note and the related Mortgage at origination
complied in all material respects with applicable state and federal laws,
including, without limitation, usury, truth-in-lending, real estate settlement
procedures, consumer credit protection, equal credit opportunity or disclosure
laws applicable to the Mortgage Loan;
(xiv) Either a lender's title insurance policy or binder was issued on the
date of origination of the Mortgage Loan and each such policy is valid and
remains in full force and effect, or a title search or guaranty of title
customary in the relevant jurisdiction was obtained with respect to a Mortgage
Loan as to which no title insurance policy or binder was issued;
(xv) As of the Closing Date with respect to the Mortgage Loans and the
applicable date of substitution with respect to any Eligible Substitute
Mortgage Loan, 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;
(xvi) As of the Cut-off Date for the Mortgage Loans no more than 0.52% of
such Mortgage Loans, by aggregate principal balance, are secured by Mortgaged
Properties located in one United States postal zip code;
(xvii) The Combined Loan-to-Value Ratio for each Mortgage Loan was not in
excess of 100%;
(xviii) No selection procedure reasonably believed by the Seller to be
adverse to the interests of the Certificateholders or the Credit Enhancer was
utilized in selecting the Mortgage Loans;
(xix) The Seller has not transferred the Mortgage Loans to the Purchaser
with any intent to hinder, delay or defraud any of its creditors;
(xx) 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
such Minimum Monthly Payment is due;
(xxi) Within 90 days of the Closing Date with respect to the Mortgage
Loans and, to the extent not already included in such filing with respect to
the Mortgage Loans, the applicable date of substitution with respect to any
Eligible Substitute Mortgage Loan, the Seller will file UCC-1 financing
statements with respect to the Mortgage Loans;
(xxii) As of the Closing Date with respect to the Mortgage Loans and the
applicable date of substitution with respect to any Eligible Substitute
Mortgage Loan, each Credit Line Agreement and each Mortgage Loan is an
enforceable obligation of the related Mortgagor, except as the enforceability
thereof may be limited by bankruptcy, insolvency, reorganization, moratorium
or other similar laws now or hereafter in effect affecting the enforcement of
creditors' rights generally and by the availability of equitable remedies;
(xxiii) As of the Closing Date with respect to the Mortgage Loans and the
applicable date of substitution with respect to any Eligible Substitute
Mortgage Loan, 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;
(xxiv) The definition of "prime rate" in each Credit Line Agreement
relating to a Mortgage Loan does not differ materially from the definition in
the form of Credit Line Agreement in Exhibit D of the Pooling and Servicing
Agreement;
(xxv) The weighted average remaining term to maturity of the Mortgage
Loans on a contractual basis as of the Cut-off Date for the Mortgage Loans is
approximately 272 months. 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, if
any. The Loan Rate Caps range between 12.00% and 18.00% and the weighted
average Loan Rate Cap is approximately 17.86%. The Gross Margins range between
-1.375% and 6.500% and the weighted average Gross Margin is approximately
2.030% as of the Cut-off Date for the Mortgage Loans. The Loan Rates on such
Mortgage Loans range between 5.99% and 12.75% and the weighted average Loan
Rate is approximately 6.81%.
(xxvi) As of the Closing Date with respect to the Mortgage Loans and the
applicable date of substitution with respect to any Eligible Substitute
Mortgage Loan, each Mortgaged Property consists of a single parcel of real
property with a one-to-four unit single family residence erected thereon, or
an individual condominium unit, planned unit development unit or townhouse;
(xxvii) No more than 17.66% (by Cut-off Date Pool 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 thereon, and at least 82.34% (by Cut-off Date Pool Balance)
of the Mortgage Loans are secured by real property with a detached one-family
residence erected thereon;
(xxviii) The Credit Limits on the Mortgage Loans range between
approximately $10,000 and $1,000,000 with an average of approximately
$35,607.89. As of the Cut-off Date for the Mortgage Loans, no Mortgage Loan
had a principal balance in excess of approximately $1,000,000 and the average
principal balance of the Mortgage Loans is equal to approximately $22,104.03;
and
(xxix) Approximately 3.07% and 96.93% of the Mortgage Loans, by aggregate
principal balance as of the Cut-off Date for the Mortgage Loans, are first and
second liens, respectively.
In the event of a breach of representation or warranty under the Pooling
and Servicing Agreement, and with respect to the representations and
warranties set forth in this Section 3.2 that are made to the best of the
Seller's knowledge or as to which the Seller has no knowledge, if it is
discovered by the Purchaser, the Seller, the Master Servicer, the Credit
Enhancer or a Responsible Officer of the Trustee that the substance of such
representation and warranty is inaccurate and such inaccuracy materially and
adversely affects the interest of the Purchaser or its assignee in the related
Mortgage Loan then notwithstanding the Seller's lack of knowledge with respect
to the substance of such representation and warranty being inaccurate at the
time the representation or warranty was made, such inaccuracy shall be deemed
a breach of the applicable representation or warranty and with respect to any
breach of such representation or warranty or of any other representation or
warranty that materially and adversely affects the interest of the Purchaser
or its assignee in the related Mortgage Loan, the Seller shall cure,
repurchase or substitute in accordance with the Pooling and Servicing
Agreement.
It is understood and agreed that the representations and warranties set
forth in this Section 3.2 shall survive the transfer and assignment of the
Mortgage Loans to the Purchaser. It is understood and agreed that the
obligation of the Seller to accept a transfer of a Mortgage Loan as to which a
breach has occurred and is continuing and has not been cured and to make any
required deposit in the Collection Account or to substitute an Eligible
Substitute Mortgage Loan, as the case may be, under Section 2.04 of the
Pooling and Servicing Agreement, shall constitute the sole remedy against the
Seller respecting such breach available to the Purchaser, Investor
Certificateholders, the Trustee on behalf of Investor Certificateholders and
the Credit Enhancer.
The Purchaser acknowledges that the Seller, as Master Servicer, in its
sole discretion, shall have the right to purchase for its own account from the
Trust any Mortgage Loan which is 91 days or more delinquent at a price equal
to the purchase price described below. The price for any Mortgage Loan
purchased hereunder (which shall be calculated in the same manner set forth in
Section 2.02 of the Pooling and Servicing Agreement) shall be deposited in the
Collection Account and the Trustee, upon receipt of a certificate from the
Master Servicer in the form of Exhibit G of the Pooling and Servicing
Agreement, shall release or cause to be released to the purchaser of such
Mortgage Loan the related Mortgage File and shall execute and deliver such
instruments of transfer or assignment prepared by the purchaser of such
Mortgage Loan, in each case without recourse, as shall be necessary to vest in
the purchaser of such Mortgage Loan any Mortgage Loan released pursuant hereto
and the purchaser of such Mortgage Loan shall succeed to all the Trustee's
right, title and interest in and to such Mortgage Loan and all security and
documents related thereto. Such assignment shall be an assignment outright and
not for security. The purchaser of such Mortgage Loan shall thereupon own such
Mortgage Loan, and all security and documents, free of any further obligation
to the Trustee, the Credit Enhancer or the Certificateholders with respect
thereto.
ARTICLE IV
SELLER'S COVENANTS
Section 4.1. Covenants of the Seller. The Seller hereby covenants that
except for the transfer hereunder, the Seller will not sell, pledge, assign or
transfer to any other Person, or grant, create, incur, assume or suffer to
exist any Lien on any Mortgage Loan, or any interest therein; the Seller will
notify the Trustee, as assignee of the Purchaser, of the existence of any Lien
on any Mortgage Loan immediately upon discovery thereof; and the Seller will
defend the right, title and interest of the Trustee, as assignee of the
Purchaser, in, to and under the Mortgage Loans, against all claims of third
parties claiming through or under the Seller; provided, however, that nothing
in this Section 4.1 shall prevent or be deemed to prohibit the Seller from
suffering to exist upon any of the Mortgage Loans any Liens for municipal or
other local taxes and other governmental charges if such taxes or governmental
charges shall not at the time be due and payable or if the Seller shall
currently be contesting the validity thereof in good faith by appropriate
proceedings and shall have set aside on its books adequate reserves with
respect thereto.
ARTICLE V
SERVICING
Section 5.1. Servicing. The Seller will be the Master Servicer of the
Mortgage Loans pursuant to the terms and conditions of the Pooling and
Servicing Agreement.
ARTICLE VI
TERMINATION
Section 6.1. Termination. The respective obligations and responsibilities
of the Seller and the Purchaser created hereby shall terminate upon the
termination of the Trust as provided in Article X of the Pooling and Servicing
Agreement.
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.1. 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 7.2. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of New York and the
obligations, rights and remedies of the parties hereunder shall be determined
in accordance with such laws.
Section 7.3. Notices. All demands, notices and communications hereunder
shall be in writing and shall be deemed to have been duly given if personally
delivered at or mailed by registered mail, postage prepaid, addressed as
follows:
(i) if to the Seller:
Countrywide Home Loans, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
or, such other address as may hereafter be furnished to the Purchaser in
writing by the Seller.
(ii) if to the Purchaser:
CWABS, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇▇ ▇▇▇▇▇▇
or such other address as may hereafter be furnished to the Seller in writing by
the Purchaser.
Section 7.4. Severability of Provisions. If any one or more of the
covenants, agreements, provisions or terms of this Agreement shall be held
invalid for any reason whatsoever, then such covenants, agreements, provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and shall in no way affect the validity
or enforceability of the other provisions of this Agreement.
Section 7.5. Counterparts. This Agreement may be executed in one or more
counterparts and by the different parties hereto on separate counterparts,
each of which, when so executed, shall be deemed to be an original and such
counterparts, together, shall constitute one and the same agreement.
Section 7.6. Further Agreements. The Purchaser and the Seller each agree
to execute and deliver to the other such additional documents, instruments or
agreements as may be necessary or reasonable and appropriate to effectuate the
purposes of this Agreement or in connection with the issuance of Investor
Certificates representing interests in the Mortgage Loans.
Section 7.7. 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 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, except that the
Purchaser acknowledges and agrees that the Seller may assign its obligations
hereunder 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 parties
hereto acknowledge that the Purchaser is acquiring the Mortgage Loans for the
purpose of contributing them to a trust that will issue a series of Investor
Certificates representing undivided interests in such Mortgage Loans. As an
inducement to the Purchaser to purchase the Mortgage Loans, the Seller
acknowledges and consents to the assignment by the Purchaser to the Trustee of
all of the Purchaser's rights against the Seller pursuant to this Agreement
insofar as such rights relate to Mortgage Loans transferred to such Trustee
and to the enforcement or exercise of any right or remedy against the Seller
pursuant to this Agreement by the Trustee or the Credit Enhancer under the
Pooling and Servicing Agreement. Such enforcement of a right or remedy by the
Trustee or the Credit Enhancer shall have the same force and effect as if the
right or remedy had been enforced or exercised by the Purchaser directly.
Section 7.8. Survival. The representations and warranties set forth in
Article III shall survive the purchase of the Mortgage Loans hereunder.
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names
to be signed to this Purchase Agreement by their respective officers thereunto
duly authorized as of the day and year first above written.
CWABS, INC.,
as Purchaser
By:____________________________________
Name:
Title:
COUNTRYWIDE HOME LOANS, INC.,
as Seller
By:____________________________________
Name:
Title:
Schedule I
SCHEDULE OF
MORTGAGE LOANS
--------------
[Delivered to the Trustee only]
`
STATE OF _____________)
) ss.:
COUNTY OF ____________)
On the ____ day of November 1998 before me, a Notary Public in and for
said State, personally appeared ______________, known to me to be a
_________________ 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.
---------------------------------
Notary Public
STATE OF _____________)
) ss.:
COUNTY OF ____________)
On the ____ day of November 1998 before me, _______________ 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 upon 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.
---------------------------------
Notary Public