EXHIBIT 99.2
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COUNTRYWIDE HOME LOANS, INC.
Seller
CWABS, INC.
Purchaser
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PURCHASE AGREEMENT
Dated as of June 30, 2004
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REVOLVING HOME EQUITY LOAN ASSET BACKED NOTES,
Series 2004-D
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Table of Contents
Page
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ARTICLE I
DEFINITIONS
Section 1.01. Definitions............................................3
ARTICLE II
SALE OF MORTGAGE LOANS; PAYMENT OF PURCHASE PRICE
Section 2.01. Sale of the Mortgage Loans.............................4
Section 2.02. Obligations of Seller Upon Sale........................4
Section 2.03. Payment of Purchase Price for the Mortgage Loans.......7
ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
Section 3.01. Seller Representations and Warranties..................7
Section 3.02. Seller Representations and Warranties Relating to
the Mortgage Loans.....................................8
ARTICLE IV
SELLER'S COVENANTS
Section 4.01. Covenants of the Seller...............................17
ARTICLE V
SERVICING
Section 5.01. Servicing.............................................18
ARTICLE VI
TERMINATION
Section 6.01. Termination...........................................18
ARTICLE VII
MISCELLANEOUS PROVISIONS
Section 7.01. Amendment.............................................18
Section 7.02. Governing Law.........................................18
Section 7.03. Notices...............................................18
Section 7.04. Severability of Provisions............................19
Section 7.05. Counterparts..........................................19
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Section 7.06. Further Agreements....................................19
Section 7.07. Successors and Assigns: Assignment of Purchase
Agreement.............................................19
Section 7.08. Survival..............................................20
SCHEDULES AND ANNEXES
Schedule I ......................................................23
Schedule II ......................................................24
Annex I .................................................▇▇▇-1-1
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THIS PURCHASE AGREEMENT, dated as of June 30, 2004 (the "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 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 marked 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
UCC-1 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 UCC-1 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
UCC-1 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 UCC-1 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 has
been lost, the
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Seller shall deliver to the Indenture Trustee an accurate copy of the
mortgage, together with (i) when the delay is caused by the public
recording office, an Officer's Certificate of the Seller or the
Purchaser stating that the original mortgage has been dispatched to the
appropriate public recording official or (ii) when the original
mortgage has been lost, a certificate by the appropriate county
recording office where the mortgage is recorded;
(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.
(a) 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.
(b) Reserved.
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 and
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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.
The Seller represents and warrants to the Purchaser as of the Cut-off
Date, unless otherwise specifically set forth in this Agreement:
(i) 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.
(ii) As of the Closing Date (or, with respect to any Eligible
Substitute Mortgage Loan, the applicable date of substitution) either
and with respect to each Loan Group
(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 on it 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) of the Sale and Servicing Agreement,
as applicable, and the Sale and Servicing Agreement constitutes
a valid transfer to the Trust of the foregoing property 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 and the Sale and Servicing Agreement
constitute a Grant of a Security Interest to the Owner Trustee
on behalf of the Trust and the Indenture constitutes a Grant of
a Security Interest to the Indenture Trustee in the property
described in clause (A) above. If this Agreement and the Sale
and Servicing Agreement constitute the Grant of a Security
Interest to the Trust and the Indenture constitutes a Grant of a
Security Interest to the Indenture Trustee in such property, the
Indenture Trustee will have a first priority perfected Security
Interest in the property, subject to the effect of Section 9-315
of the UCC with respect to collections on the Mortgage Loans
that are deposited in the Collection Account in accordance with
the next to last paragraph of Section 3.02(b) of the Sale and
Servicing Agreement. This Security Interest is
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enforceable as such against creditors of and purchasers from the
Trust, the Purchaser, and the Seller.
(iii) 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 hereunder, 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.
(iv) 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.
(v) The Mortgage Loans have not been assigned or pledged, and
the Seller is its 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 it pursuant to this
Agreement.
(vi) 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.
(vii) As of the Closing Date (or, with respect to any Eligible
Substitute Mortgage Loan, the applicable date of substitution), the
related mortgage is a valid and subsisting first or second lien on the
property described in it, as shown on the Mortgage Loan Schedule with
respect to each related Mortgage Loan, and as of the Cut-off Date or
date of substitution, as applicable, the related Mortgaged Property is
free of all encumbrances and liens having priority over the first or
second lien, as applicable, of the mortgage except for liens for
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(A) real estate taxes and special assessments not yet
delinquent;
(B) any first mortgage loan secured by the Mortgaged
Property and specified on the Mortgage Loan Schedule;
(C) covenants, conditions and restrictions, rights of
way, easements, and other matters of public record as of the
date of recording that are acceptable to mortgage lending
institutions generally; and
(D) other matters to which like properties are commonly
subject that do not materially interfere with the benefits of
the security intended to be provided by the mortgage.
(viii) 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.
(ix) 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.
(x) 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;
(xi) 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 (xv).
(xii) 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 for each Loan Group of
the Mortgage Loans in that Loan Group specified in the Adoption Annex
being transferred on the Closing Date (by Cut-off Date Loan Balance)
were 30-59 days delinquent (measured on a contractual basis).
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(xiii) 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.
(xiv) 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 related mortgage at origination (a)
complied in all material respects with applicable 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; (b) no Mortgage Loan is
classified as (1) a "high cost" loan under the Home Ownership and
Equity Protection Act of 1194 or (2) a "high cost," "threshold,"
"covered," "predatory" or similar loan under any other applicable
state, federal or local law that applies to mortgage loans (or a
similar classified loan using different terminology under a law
imposing heightened regulatory scrutiny or additional legal liability
for residential mortgage loans having high interest rates, points, or
fees); and (c) 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; with
respect to the foregoing subsection (c), "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.
(xv) 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 binder was issued or 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.
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(xvi) 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.
(xvii) No more than the percentage specified in the Adoption
Annex of the Mortgage Loans in each Loan Group, by aggregate principal
balance of the related Mortgage Loans, are secured by Mortgaged
Properties located in one United States postal zip code.
(xviii) As of the Closing Date (or, with respect to any Eligible
Substitute Mortgage Loan, the applicable date of substitution), the
Combined Loan-to-Value Ratio for each Mortgage Loan in each Loan Group
was not in excess of the percentage specified in the Adoption Annex.
(xix) 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.
(xx) 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.
(xxi) 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.
(xxii) The Mortgage Notes constitute either "instruments" or
"general intangibles" as defined in the UCC.
(xxiii) 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 UCC-1 financing statements in the
proper filing office in the appropriate jurisdiction to perfect the
Security Interest in the Collateral Granted under the Indenture.
(xxiv) 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
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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."
(xxv) 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.
(xxvi) 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.
(xxvii) 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.
(xxviii) 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 definition in
the form of Credit Line Agreement in Exhibit B of the Sale and
Servicing Agreement.
(xxix) The weighted average remaining term to maturity of the
Mortgage Loans in each Loan Group on a contractual basis as of the
Cut-off Date is approximately the number of months specified for that
Loan Group in the Adoption Annex. On each date that the Loan Rates have
been adjusted, interest rate adjustments on the Mortgage Loans were
made in compliance with the related mortgage and Mortgage Note and
applicable law. Over the term of each Mortgage Loan, the Loan Rate may
not exceed the related Loan Rate Cap. The Loan Rate Cap for the
Mortgage Loans ranges between the percentages specified in the Adoption
Annex for that Loan Group and the weighted average Loan Rate Cap is
approximately the percentage specified in the Adoption Annex for that
Loan Group. The Gross Margins for the Mortgage Loans in each Loan Group
range between the percentages specified in the Adoption Annex for that
Loan Group and the weighted average Gross Margin is approximately the
percentage specified in the Adoption Annex for that Loan Group as of
the Cut-off Date. The Loan Rates on the Mortgage Loans in each Loan
Group range between the percentages specified in the Adoption Annex for
that Loan Group and the weighted average Loan Rate on the Mortgage
Loans is approximately the percentage specified in the Adoption Annex
for that Loan Group. The original principal balances (by credit limit)
of the
14
Mortgage Loans in each Loan Group that conform to ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇
Mac guidelines is approximately the percentage specified in the
Adoption Annex.
(xxx) 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.
(xxxi) No more than the percentage specified in the Adoption
Annex (by Cut-off Date Loan Balance) for each Loan Group of the
Mortgage Loans in the related Loan Group are secured by real property
improved by individual condominium units, units in planned unit
developments, townhouses or two-to-four family residences erected on
them, and at least the percentage specified in the Adoption Annex (by
Cut-off Date Loan Balance) for each Loan Group of the Mortgage Loans in
the related Loan Group are secured by real property with a detached
one-family residence erected on them;
(xxxii) The Credit Limits on the Mortgage Loans in each Loan
Group range between approximately the dollar amounts specified in the
Adoption Annex for that Loan Group with an average of approximately the
dollar amount specified in the Adoption Annex for that Loan Group. As
of the Cut-off Date, no Mortgage Loan in either Loan Group had a
principal balance in excess of approximately the dollar amount
specified in the Adoption Annex for that Loan Group and the average
principal balance of the Mortgage Loans in each Loan Group is equal to
approximately the dollar amounts specified in the Adoption Annex for
that Loan Group.
(xxxiii) 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.
(xxxiv) As of the Closing Date, no more than the percentage
specified in the Adoption Annex for each Loan Group of the Mortgage
Loans, by aggregate principal balance, were appraised electronically.
(xxxv) 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.
(xxxvi) As of the Closing Date (or, with respect to any Eligible
Substitute Mortgage Loan, the applicable date of substitution), each
Mortgage Loan was
15
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.
(xxxvii) 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.
(xxxviii) 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.
(xxxix) Based upon the drawn balances of the Mortgage Loans, the
Mortgage Loans had the characteristics set out in the Adoption Annex
for each Loan Group in respect of the following: weighted average
Combined Loan-to-Value Ratio; range of Combined Loan-to-Value Ratios;
percentage of primary residences; weighted average FICO score; range of
FICO scores; Weighted Average Net Loan Rate; range of net Loan Rates;
weighted average original stated term to maturity; range of original
term to maturity; range of remaining term to maturity; average drawn
balance; weighted average utilization ratio; percentage of the Mortgage
Loans which have their respective Mortgaged Properties located in the
top five states, measured by aggregate drawn balances.
(xl) Any Mortgage Loan that has been modified in any manner
has been so modified in accordance with the policies and procedures of
the Servicer and in a manner that was permitted by the Sale and
Servicing Agreement, the Indenture, and any other Transaction Document.
(xli) Each Mortgage Loan was originated (within the meaning of
Section 3(a)(41) of the Securities Exchange Act of 1934, as amended) by
an entity that satisfied at the time of origination the requirements of
Section 3(a)(41) of the Securities Exchange Act of 1934, as amended.
(xlii) At the time each Mortgage Loan was originated, the
Sponsor is an approved seller of conventional mortgage loans for ▇▇▇▇▇▇
Mae and ▇▇▇▇▇▇▇ 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.
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
16
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.
The representations and warranties in this Section shall survive the
transfer and assignment of the Mortgage Loans to the Purchaser. The sole
remedy of the Purchaser, the Noteholders, the Indenture Trustee on behalf of
Noteholders, and the Credit Enhancer against the Seller for the breach of a
representation or warranty is the Seller's obligation to accept a transfer of
a Mortgage Loan as to which a breach has occurred and is continuing and to
make any required deposit in the Collection Account or to substitute an
Eligible Substitute Mortgage Loan.
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
17
any of the Mortgage Loans any Liens for municipal or other local taxes and
other governmental charges if they are not due at the time or if the Seller is
contesting their validity in good faith by appropriate proceedings and set
aside on its books adequate reserves with respect to them.
ARTICLE V
SERVICING
Section 5.01. Servicing.
The Seller will be the Master Servicer of the Mortgage Loans pursuant
to the Sale and Servicing Agreement.
ARTICLE VI
TERMINATION
Section 6.01. Termination.
The respective obligations of the Seller and the Purchaser created by
this Agreement shall terminate when the Indenture terminates in accordance
with its terms.
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
18
shall be considered to be given for purposes of this Agreement on the day that
the writing is delivered when personally delivered or sent by facsimile or
overnight courier or three Business Days after it was sent to its intended
recipient if sent by first class mail. A facsimile has been delivered when the
sending machine issues an electronic confirmation of transmission. Unless
otherwise specified in a notice sent or delivered in accordance with the
provisions of this Section, notices, demands, instructions, consents, and
other communications in writing shall be given to or made on the respective
parties at their respective addresses indicated below:
(i) if to the Seller at:
Countrywide Home Loans, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ref: CWABS 2004-D
and
(ii) if to the Purchaser at:
CWABS, Inc.
▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Ref: CWABS 2004-D
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
19
of the Purchaser and the Credit Enhancer, except that the Seller may assign
its obligations under this Agreement to any person into which the Seller is
merged or any corporation resulting from any merger, conversion, or
consolidation to which the Seller is a party or any person succeeding to the
business of the Seller. The Purchaser is acquiring the Mortgage Loans to
further transfer them to the Trust, and the Trust will Grant a Security
Interest in them to the Indenture Trustee under the Indenture pursuant to
which the Trust will issue a series of Notes secured by the Mortgage Loans. As
an inducement to the Purchaser to purchase the Mortgage Loans, the Seller
consents to the assignment by the Purchaser to the Trust, and by the Trust to
the Indenture Trustee of all of the Purchaser's rights against the Seller
under this Agreement insofar as they relate to Mortgage Loans transferred to
the Trust and to the enforcement or exercise of any right against the Seller
pursuant to this Agreement by the Indenture Trustee under the Sale and
Servicing Agreement and the Indenture. Enforcement of a right by the Indenture
Trustee shall have the same effect as if the right had been exercised by the
Purchaser directly.
Section 7.08. Survival.
The representations and warranties in Article III shall survive the
purchase of the Mortgage Loans.
20
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/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President
COUNTRYWIDE HOME LOANS, INC.
Seller
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
---------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Executive Vice President
21
STATE OF CALIFORNIA )
) ss.:
COUNTY OF LOS ANGELES )
On the 30th day of June, 2004 before me, a Notary Public in and for
said State, personally appeared ▇▇▇▇▇ ▇▇▇▇▇▇▇, 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/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Notary Public
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Commission # 1325392
Notary Public - California
Los Angeles County
My Comm. Expires October 15, 2005.
22
STATE OF CALIFORNIA )
) ss.:
COUNTY OF LOS ANGELES )
On the 30th day of June, 2004 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.
/s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
Notary Public
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Commission # 1325392
Notary Public - California
Los Angeles County
My Comm. Expires October 15, 2005.
23
SCHEDULE I
SCHEDULE OF
MORTGAGE LOANS
[Delivered to the Indenture Trustee only]
24
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 upon 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
------------------------------------------------------------------------------------------------------------------
25
------------------------------------------------------------------------------------------------------------------
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
------------------------------------------------------------------------------------------------------------------
26
ANNEX 1
ADOPTION ANNEX
The purchase price for the Mortgage Loans pursuant to Section 2.03(a)
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:
(xii) 0% and 0% of the Mortgage Loans in Loan Group 1 and Loan Group
2, respectively, being transferred on the relevant date (by Cut-off Date Loan
Balance) were 30-59 days delinquent (measured on a contractual basis).
(xvii) As of the Cut-off Date no more than 0.17% and 0.53% of the
Mortgage Loans in Loan Group 1 and Loan Group 2, respectively, by aggregate
principal balance, are secured by Mortgaged Properties located in one United
States postal zip code.
(xviii) The Combined Loan-to-Value Ratio for each Mortgage Loan was not
in excess of 100%.
(xxix) The weighted average remaining term to maturity of the Mortgage
Loans on a contractual basis as of the Cut-off Date is approximately 292 and
292 months with respect to the Mortgage Loans in Loan Group 1 and Loan Group
2, respectively. The Loan Rate Caps for the Mortgage Loans range between 6.00%
and 21.00% and 16.00% and 18.00% with respect to the Mortgage Loans in Loan
Group 1 and Loan Group 2, respectively, and the weighted average Loan Rate Cap
is approximately 17.87% and 17.927% with respect to the Mortgage Loans in Loan
Group 1 and Loan Group 2, respectively. The Gross Margins for the Mortgage
Loans range between -1.00% and 5.50% and -0.75% and 7.625% with respect to the
Mortgage Loans in Loan Group 1 and Loan Group 2, respectively, and the
weighted average Gross Margin is approximately 2.128% and 2.030% as of the
Cut-off Date for the Mortgage Loans in Loan Group 1 and Loan Group 2,
respectively. The Loan Rates on the Mortgage Loans range between 3.00% and
9.50% and 3.25% and 11.625% with respect to the Mortgage Loans in Loan Group 1
and Loan Group 2, respectively, and the weighted average Loan Rate on the
Mortgage Loans is approximately 6.127% and 6.030% with respect to the Mortgage
Loans in Loan Group 1 and Loan Group 2, respectively. As of the Cut-off Date,
100% and 16.76% of the Mortgage Loans in Loan Group 1 and Loan Group 2,
respectively, by aggregate principal balance, have original principal balances
(by credit limit) that conform to ▇▇▇▇▇▇ ▇▇▇ or ▇▇▇▇▇▇▇ Mac guidelines.
(xxxi) No more than 27.48% and 30.46% (by Cut-off Date Loan Balance) of
the Mortgage Loans in Loan Group 1 and Loan Group 2, respectively, are secured
by real property improved by individual condominium units, units in planned
unit developments, townhouses, or
▇▇▇-1-1
two-to-four family residences erected on them, and at least 72.52% and 69.54%
(by Cut-off Date Loan Balance) of the Mortgage Loans in Loan Group 1 and Loan
Group 2, respectively, are secured by real property with a detached one-family
residence erected on them.
(xxxii) The Credit Limits on the Mortgage Loans range between
approximately $5,849 and $166,400 and $7,500 and $1,000,000 with an average of
approximately $30,322 and $68,956 with respect to the Mortgage Loans in Loan
Group 1 and Loan Group 2, respectively. As of the Cut-off Date, no Mortgage
Loan had a principal balance in excess of approximately $162,346 and
$1,000,000 and the average principal balance of the Mortgage Loans is equal to
approximately $26,173 and $68,956 with respect to the Mortgage Loans in Loan
Group 1 and Loan Group 2, respectively.
(xxxiii) Approximately 0.00% and 100.00% of the Mortgage Loans of each
Loan Group, by aggregate principal balance as of the Cut-off Date for the
Mortgage Loans, are first and second liens, respectively.
(xxxiv) As of the Closing Date, no more than 13.44% and 3.77% of the
Mortgage Loans in Loan Group 1 and Loan Group 2, respectively, by aggregate
principal balance, were appraised electronically.
(xxxix) As of the Cut-off Date (based upon the drawn balances), the
Mortgage Loans had a weighted average Combined Loan-to-Value Ratio of 87.25%
and 85.56%; a range of Combined Loan-to-Value Ratios between 1.39% and 100.00%
and 1.15% and 100.00%; a percentage of primary residences of 95.35% and
93.28%; a weighted average FICO score of 714 and 713; a range of FICO scores
between 551 and 842 and 547 and 839; a Weighted Average Net Loan Rate of
5.627% and 5.530; a range of net Loan Rates between 2.50% and 9.00% and 2.75%
and 11.125%; a weighted average original stated term to maturity of 299 and
300 months; a range of original term to maturity between 120 and 300 months
and 120 and 300 months; a range of remaining term to maturity between 109 and
298 months and 110 and 297 months; an average drawn balance of $26,173 and
$68,956; a weighted average utilization ratio of 86.32% and 83.89%; and 91.81%
and 91.82% of the Mortgage Loans have their respective Mortgaged Properties
located in the top five states, measured by aggregate drawn balances, all with
respect to the Mortgage Loans in Loan Group 1 and Loan Group 2, respectively.
▇▇▇-1-2