MORTGAGE LOAN PURCHASE AGREEMENT

 

 

                                  EXHIBIT 99.2

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                        MORTGAGE LOAN PURCHASE AGREEMENT

 

          This is a Mortgage Loan Purchase Agreement (the "Agreement"), dated

April 15, 2005, between Argent Mortgage Company, LLC, a Delaware limited

liability company (the "Seller") and Argent Securities Inc., a Delaware

corporation (the "Purchaser").

 

                              PRELIMINARY STATEMENT

 

          The Seller intends to sell the Mortgage Loans (as hereinafter defined)

to the Purchaser on the terms and subject to the conditions set forth in this

Agreement. The Purchaser shall deposit the Mortgage Loans into a mortgage pool

constituting the Trust Fund. The Trust Fund will be evidenced by a single series

of asset-backed notes designated as Series 2005-W1, (the "Notes"). The Notes

will consist of two classes of notes. The Owners Trust Certificates will be

delivered to the Seller or its designee as partial consideration for the

Mortgage Loans as further described below.

 

          The Notes will be issued pursuant to an Indenture, dated April 19,

2005 (the "Indenture") among Argent Mortgage Loan Trust, 2005-W1 (the "Issuer")

and Deutsche Bank National Trust Company, as the indenture trustee (the

"Indenture Trustee"). Pursuant to the Sale and Servicing Agreement dated as of

April 1, 2005 (the "Sale and Servicing Agreement"), among the Argent Securities

Inc., as depositor (the "Depositor"), Issuer, Ameriquest Mortgage Company as

master servicer (the "Master Servicer") and the Indenture Trustee, the Depositor

will assign all of its right, title and interest in and to the Mortgage Loans,

together with its rights under this Agreement, to the Indenture Trustee for the

benefit of the Noteholders. Capitalized terms used but not defined herein shall

have the meanings set forth in the Sale and Servicing Agreement.

 

          The parties hereto agree as follows:

 

          SECTION 1. AGREEMENT TO PURCHASE. The Seller hereby sells, and the

Purchaser hereby purchases, as of April 19, 2005 (the "Closing Date"), certain

adjustable-rate and fixed-rate conventional, one- to four-family, residential

mortgage loans (the "Mortgage Loans"), having an aggregate principal balance as

of the close of business on April 1, 2005 (the "Cut-off Date") of

$2,500,000,210.84, after giving effect to all payments due on the Mortgage Loans

on or before the Cut-off Date (the "Closing Balance"), whether or not received

including the right to any Prepayment Charges collected after the Cut-off Date

from the Mortgagors in connection with any Principal Prepayments on the Mortgage

Loans. Any payments (including Prepayment Charges) collected on or before the

Cut-off Date, including all scheduled payments of principal and interest due on

or before the Cut-off Date and collected after the Cut-off Date, shall belong to

the Seller. In addition to the sale of the Mortgage Loans, the Seller will cause

certain payments made pursuant to the Interest Rate Swap Agreement to be

transferred to the Issuer.

 

          SECTION 2. MORTGAGE LOAN SCHEDULE AND PREPAYMENT CHARGE SCHEDULE. The

Purchaser and the Seller have agreed upon which of the mortgage loans owned by

the Seller are to be purchased by the Purchaser pursuant to this Agreement, and

the Seller shall prepare or cause to be prepared on or prior to the Closing Date

a final schedule (the "Closing Schedule") describing such Mortgage Loans and

setting forth all of the Mortgage Loans to be purchased

 

 

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under this Agreement. The Closing Schedule shall conform to the requirements set

forth in this Agreement and to the definition of "Mortgage Loan Schedule" under

the Sale and Servicing Agreement. The Closing Schedule shall be used as the

Mortgage Loan Schedule under the Sale and Servicing Agreement. The Seller shall

also prepare or cause to be prepared on or prior to the Closing Date a final

schedule (the "Prepayment Charge Schedule") setting forth each Mortgage Loan

containing a Prepayment Charge and conforming to the definition of Prepayment

Charge Schedule under the Sale and Servicing Agreement.

 

          SECTION 3. CONSIDERATION.

 

               (a)   In consideration for the Mortgage Loans to be purchased

hereunder, the Purchaser shall, as described in Section 8, (i) pay to or upon

the order of the Seller in immediately available funds an amount equal to the

net sale proceeds of the Class A-1 Notes and the Class A-2 Notes, and (ii)

deliver to the Seller or its designee the Owner Trust Certificates.

 

               (b)   [Reserved].

 

          SECTION 4. TRANSFER OF THE MORTGAGE LOANS.

 

               (a)   POSSESSION OF MORTGAGE FILES. The Seller does hereby sell to

the Purchaser, without recourse but subject to the terms of this Agreement, all

of its right, title and interest in, to and under the Mortgage Loans, including

the related Prepayment Charges collected after the Cut-off Date. The contents of

each Mortgage File not delivered to the Purchaser or to any assignee, transferee

or designee of the Purchaser on or prior to the Closing Date are and shall be

held in trust by the Seller for the benefit of the Purchaser or any assignee,

transferee or designee of the Purchaser. Upon the sale and contribution of the

Mortgage Loans the ownership of each Mortgage Note, the related Mortgage and the

other contents of the related Mortgage File is vested in the Purchaser and the

ownership of all records and documents with respect to the related Mortgage Loan

prepared by or that come into the possession of the Seller on or after the

Closing Date shall immediately vest in the Purchaser and shall be delivered

immediately to the Purchaser or as otherwise directed by the Purchaser.

 

               (b)   DELIVERY OF MORTGAGE LOAN DOCUMENTS. The Seller will, on or

prior to the Closing Date, deliver or cause to be delivered to the Purchaser or

any assignee, transferee or designee of the Purchaser each of the following

documents for each Mortgage Loan:

 

          (i) the original Mortgage Note, endorsed in blank without recourse or

     in the following form: "Pay to the order of Deutsche Bank National Trust

     Company, as Indenture Trustee under the applicable agreement, without

     recourse," with all prior and intervening endorsements showing a complete

     chain of endorsement from the originator to the Person so endorsing to the

     Indenture Trustee, or with respect to any lost Mortgage Note, an original

     Lost Note Affidavit; PROVIDED HOWEVER, that such substitutions of Lost Note

     Affidavits for original Mortgage Notes may occur only with respect to

     Mortgage Loans, the aggregate Cut-off Date Principal Balance of which is

     less than or equal to 2.00% of the Pool Balance as of the Cut-off Date;

 

 

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          (ii) the original Mortgage with evidence of recording thereon, and a

     copy, certified by the appropriate recording office, of the recorded power

     of attorney, if the Mortgage was executed pursuant to a power of attorney,

     with evidence of recording thereon;

 

          (iii) an original Assignment assigned in blank, without recourse;

 

          (iv) the original recorded intervening Assignment showing a complete

     chain of assignment from the originator to the Person assigning the

     Mortgage to the Indenture Trustee as contemplated by the immediately

     preceding clause (iii) or the original unrecorded intervening Assignments;

 

          (v) the original or copies of each assumption, modification, written

     assurance or substitution agreement, if any; and

 

          (vi) the original lender's title insurance policy or an attorney's

     opinion of title or similar, guarantee of title acceptable to mortgage

     lenders generally in the jurisdiction where the Mortgaged Property is

     located, together with all endorsements or riders which were issued with or

     subsequent to the issuance of such policy, insuring the priority of the

     Mortgage as a first lien on the Mortgaged Property represented therein as a

     fee interest vested in the Mortgagor, or in the event such original title

     policy is unavailable, a written commitment or uniform binder or

     preliminary report of title issued by the title insurance or escrow

     company.

 

          If any document referred to in Section 4(b)(ii), 4(b)(iii) or 4(b)(iv)

above has been submitted for recording but either (x) has not been returned from

the applicable public recording office or (y) has been lost or such public

recording office has retained the original of such document, the obligations of

the Seller hereunder shall be deemed to have been satisfied upon (1) delivery by

or on behalf of the Seller promptly upon receipt thereof to the Purchaser or any

assignee, transferee or designee of the Purchaser of either the original or a

copy of such document certified by the Seller in the case of (x) above or the

public recording office in the case of (y) above to be a true and complete copy

of the recorded original thereof and (2) if such delivered copy is certified by

the Seller then in addition thereto delivery promptly upon receipt thereof of

either the original or a copy of such document certified by the public recording

office to be a true and complete copy of the original. In the event that the

original lender's title insurance policy has not yet been issued, the Seller

shall deliver to the Purchaser or any assignee, transferee or designee of the

Purchaser a written commitment or interim binder or preliminary report of title

issued by the title insurance or escrow company. Promptly upon receipt by the

Seller of any such original title insurance policy the Seller shall deliver such

to the Purchaser or any assignee, transferee or designee of the Purchaser.

 

          The Seller shall promptly (and in no event later than thirty (30)

Business Days, subject to extension upon mutual agreement between the Seller and

the Indenture Trustee, following the later of (i) the Closing Date, (ii) the

date on which the Seller receives the Assignment from the Indenture Trustee and

(iii) the date of receipt by the Seller of the recording information for a

Mortgage) submit or cause to be submitted for recording, at no expense to the

Trust Fund or the Indenture Trustee, in the appropriate public office for real

property records,

 

 

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each Assignment referred to in (iii) and (iv) above and shall execute each

original Assignment referred to in (iii) in the following form: "Deutsche Bank

National Trust Company, as Indenture Trustee under the applicable agreement

without recourse". In the event that any such Assignment is lost or returned

unrecorded because of a defect therein, the Seller shall promptly prepare or

cause to be prepared a substitute Assignment or cure or cause to be cured such

defect, as the case may be, and thereafter cause each such Assignment to be duly

recorded. Notwithstanding the foregoing, however, for administrative convenience

and facilitation of servicing and to reduce closing costs, the Assignments shall

not be required to be submitted for recording (except with respect to any

Mortgage Loan located in Maryland) unless such failure to record would result in

a withdrawal or a downgrading by any Rating Agency of the rating on either Class

of Notes, without regard to the Policy; provided further, however, each

Assignment shall be submitted for recording by the Seller in the manner

described above, at no expense to the Trust Fund or the Indenture Trustee, upon

the earliest to occur of: (i) reasonable direction by Holders of Notes entitled

to at least 25% of the Voting Rights, (ii) failure of the Master Servicer

Termination Test, (iii) the occurrence of the bankruptcy or insolvency of the

Seller and (iv) the occurrence of a servicing transfer as described in Section

6.02 of the Sale and Servicing Agreement.

 

          Each original document relating to a Mortgage Loan which is not

delivered to the Purchaser or its assignee, transferee or designee, if held by

the Seller, shall be so held for the benefit of the Purchaser or its assignee,

transferee or designee.

 

               (c)   ACCEPTANCE OF MORTGAGE LOANS. The documents delivered

pursuant to Section 4(b) hereof shall be reviewed by the Purchaser or any

assignee, transferee or designee of the Purchaser at any time before or after

the Closing Date (and with respect to each document permitted to be delivered

after the Closing Date within seven days of its delivery) to ascertain that all

required documents have been executed and received and that such documents

relate to the Mortgage Loans identified on the Mortgage Loan Schedule.

 

                (d)   RESERVED.

 

               (e)   TRANSFER OF INTEREST IN AGREEMENTS. The Purchaser has the

right to assign its interest under this Agreement, in whole or in part, to the

Issuer, as may be required to effect the purposes of the Indenture, without the

consent of the Seller, and the assignee shall succeed to the rights and

obligations hereunder of the Purchaser. Any expense reasonably incurred by or on

behalf of the Purchaser or the Issuer in connection with enforcing any

obligations of the Seller under this Agreement will be promptly reimbursed by

the Seller.

 

               (f)   EXAMINATION OF MORTGAGE FILES. Prior to the Closing Date,

the Seller shall either (i) deliver in escrow to the Purchaser or to any

assignee, transferee or designee of the Purchaser, for examination, the Mortgage

File pertaining to each Mortgage Loan or (ii) make such Mortgage Files available

to the Purchaser or to any assignee, transferee or designee of the Purchaser for

examination at the Indenture Trustee's offices in Santa Ana, California. Such

examination may be made by the Purchaser, and its respective designees, upon

reasonable notice to the Seller and the Indenture Trustee during normal business

hours before the Closing Date and within 60 days after the Closing Date. If any

such person makes such examination prior to the Closing Date and identifies any

Mortgage Loans that do not conform to the requirements of the

 

 

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Purchaser as described in this Agreement, such Mortgage Loans shall be deleted

from the Closing Schedule. The Purchaser may, at its option and without notice

to the Seller, purchase all or part of the Mortgage Loans without conducting any

partial or complete examination. The fact that the Purchaser or any person has

conducted or has failed to conduct any partial or complete examination of the

Mortgage Files shall not affect the rights of the Purchaser or any assignee,

transferee or designee of the Purchaser to demand repurchase or other relief as

provided herein or under the Sale and Servicing Agreement.

 

          SECTION 5. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE SELLER.

 

          The Seller hereby represents and warrants to the Purchaser as of the

date hereof and as of the Closing Date, and covenants that:

 

               (i)   The Seller is a limited liability company duly organized,

     validly existing and in good standing under the laws of the State of

     Delaware and is duly authorized and qualified to transact any and all

     business contemplated by this Agreement to be conducted by the Seller in

     any state in which a Mortgaged Property is located or is otherwise not

     required under applicable law to effect such qualification and, in any

     event, is in compliance with the doing business laws of any such State;

 

               (ii) The Seller had the full corporate power and authority to

     originate, hold and sell each Mortgage Loan and has the full corporate

     power and authority to service each Mortgage Loan, and to execute, deliver

     and perform, and to enter into and consummate the transactions contemplated

     by this Agreement and has duly authorized by all necessary corporate action

     on the part of the Seller the execution, delivery and performance of this

     Agreement; this Agreement has been duly executed and delivered by the

     Seller and this Agreement, assuming the due authorization, execution and

     delivery thereof by the Purchaser, constitutes a legal, valid and binding

     obligation of the Seller, enforceable against the Seller in accordance with

     its terms, except to the extent that (a) the enforceability thereof may be

     limited by bankruptcy, insolvency, moratorium, receivership and other

     similar laws relating to creditors' rights generally and (b) the remedy of

     specific performance and injunctive and other forms of equitable relief may

     be subject to the equitable defenses and to the discretion of the court

     before which any proceeding therefor may be brought;

 

               (iii) The execution and delivery of this Agreement by the Seller,

     the consummation of any other of the transactions herein contemplated, and

     the fulfillment of or compliance with the terms hereof are in the ordinary

     course of business of the Seller and will not (A) result in a breach of any

     term or provision of the charter or by-laws of the Seller or (B) conflict

     with, result in a breach, violation or acceleration of, or result in a

     default under, the terms of any other material agreement or instrument to

     which the Seller is a party or by which it may be bound, or any statute,

     order or regulation applicable to the Seller of any court, regulatory body,

     administrative agency or governmental body having jurisdiction over the

     Seller; and the Seller is not a party to, bound by, or in breach or

     violation of any indenture or other agreement or instrument, or subject to

     or in violation of any statute, order or regulation of any court,

     regulatory body, administrative agency or governmental body having

     jurisdiction over it, which materially and adversely

 

 

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     affects or, to the Seller's knowledge, would in the future materially and

     adversely affect, (x) the ability of the Seller to perform its obligations

     under this Agreement or (y) the business, operations, financial condition,

     properties or assets of the Seller taken as a whole;

 

               (iv) No consent, approval, authorization or order of any court or

     governmental agency or body is required for the execution, delivery and

     performance by the Seller of, or compliance by the Seller with, this

     Agreement or the consummation of the transactions contemplated hereby, or

     if any such consent, approval, authorization or order is required, the

     Seller has obtained the same;

 

               (v)   The Seller is an approved originator for Fannie Mae or

     Freddie Mac in good standing and is a HUD approved mortgagee pursuant to

     Section 203 and Section 211 of the National Housing Act; and

 

               (vi) Except as otherwise disclosed in the Prospectus Supplement,

     no litigation, action suit, proceeding or investigation is pending against

     the Seller that would materially and adversely affect the execution,

     delivery or enforceability of this Agreement or to perform any of its other

     obligations hereunder in accordance with the terms hereof.

 

          SECTION 6. REPRESENTATIONS AND WARRANTIES OF THE SELLER RELATING TO

                     THE MORTGAGE LOANS.

 

          The Seller hereby represents and warrants to the Purchaser, with

respect to the Mortgage Loans as of the Closing Date or as of such date

specifically provided herein:

 

                (i)   The information set forth on the Mortgage Loan Schedule with

     respect to each Mortgage Loan is true and correct in all material respects;

 

               (ii) [Reserved];

 

               (iii) No material error, omission, misrepresentation, negligence,

     fraud or similar occurrence with respect to a Mortgage Loan has taken place

     on the part of any person, including without limitation, the Mortgagor, any

     appraiser, any builder or developer, or any other party involved in the

     origination of the Mortgage Loan or in the application of any insurance in

     relation to such Mortgage Loan;

 

               (iv) All payments due prior to the Cut-off Date have been made

     and none of the Mortgage Loans will have been contractually delinquent for

     more than one calendar month more than once since the origination thereof;

 

               (v)   Each Mortgage is a valid and enforceable first lien on the

     Mortgaged Property, including all improvements thereon, subject only to (a)

     the lien of nondelinquent current real property taxes and assessments, (b)

     covenants, conditions and restrictions, rights of way, easements and other

     matters of public record as of the date of recording of such Mortgage, such

     exceptions appearing of record being acceptable to mortgage lending

     institutions generally or specifically reflected in the appraisal made in

     connection with the origination of the related Mortgage Loan, and (c) other

     matters to

 

 

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     which like properties are commonly subject which do not materially

     interfere with the benefits of the security intended to be provided by such

     Mortgage;

 

               (vi) Immediately prior to the sale of the Mortgage Loans to the

     Purchaser, the Seller had good title to, and was the sole legal and

     beneficial owner of, each Mortgage Loan free and clear of any pledge, lien,

     encumbrance or security interest and has full right and authority, subject

     to no interest or participation of, or agreement with, any other party to

     sell and assign the same;

 

               (vii) There is no delinquent tax or assessment lien against any

     Mortgaged Property;

 

               (viii) There is no valid offset, defense or counterclaim to any

     Mortgage Note or Mortgage, including the obligation of the Mortgagor to pay

     the unpaid principal of or interest on such Mortgage Note, nor will the

     operation of any of the terms of the Mortgage Note and the Mortgage, or the

     exercise of any right thereunder, render the Mortgage unenforceable, in

     whole or in part, or subject to any valid right of rescission, set-off,

     counterclaim or defense, including the defense of usury and no such valid

     right of rescission, set-off, counterclaim or defense has been asserted

     with respect thereto;

 

               (ix) There are no mechanics' liens or claims for work, labor or

     material rendered to the Mortgaged Property affecting any Mortgaged

     Property which are or may be a lien prior to, or equal with, the lien of

     the related Mortgage, except those which are insured against by the title

     insurance policy referred to in (xiii) below;

 

               (x)   Subject to the Escrow Withhold referred to in (xx) below,

     each Mortgaged Property is free of material damage and is in good repair

     and there is no proceeding pending or to the Seller's knowledge, threatened

     for the total or partial condemnation thereof nor is such proceeding

     currently occurring;

 

               (xi) Each Mortgage Loan at origination complied in all material

     respects with applicable local, state and federal laws and regulations,

     including, without limitation, usury, equal credit opportunity, real estate

     settlement procedures, truth-in-lending, disclosure laws and all applicable

     predatory and abusive lending laws, and consummation of the transactions

     contemplated hereby will not involve the violation of any such laws;

 

                (xii) Neither the Seller nor any prior holder of any Mortgage has

     modified, impaired or waived the Mortgage in any material respect (except

     that a Mortgage Loan may have been modified by a written instrument which

     has been recorded, if necessary, to protect the interests of the Purchaser

     and which has been delivered to the Indenture Trustee); satisfied, canceled

     or subordinated such Mortgage in whole or in part; released the related

     Mortgaged Property in whole or in part from the lien of such Mortgage; or

     executed any instrument of release, cancellation, modification or

     satisfaction with respect thereto;

 

               (xiii) A lender's policy of title insurance together with a

     condominium endorsement, extended coverage endorsement, and an adjustable

     rate mortgage endorsement (each as applicable) in an amount at least equal

     to the Cut-off Date principal

 

 

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     balance of each such Mortgage Loan or a commitment (binder) to issue the

     same was effective on the date of the origination of each Mortgage Loan,

     each such policy is valid and remains in full force and effect, the

     transfer of the related Mortgage Loan to the Purchaser will not affect the

     validity or enforceability of such policy and each such policy was issued

     by a title insurer qualified to do business in the jurisdiction where the

     Mortgaged Property is located and in a form acceptable to Fannie Mae or

      Freddie Mac, which policy insures the Seller and successor owners of

     indebtedness secured by the insured Mortgage, as to the first priority lien

     of the Mortgage; no claims have been made under such lender's title

     insurance policy and no prior holder of the related Mortgage, including the

     Seller, has done, by act or omission, anything which would impair the

     coverage of such lender's title insurance policy;

 

               (xiv) Each Mortgage Loan was originated by the Seller, or an

     Affiliate of the Seller, in accordance with the underwriting standards as

     set forth in the Prospectus Supplement (or, if generated by an entity other

     than the Seller or an Affiliate of the Seller, in accordance with such

     other underwriting standards as set forth in the Prospectus Supplement (or,

     if generated on behalf of the Seller by a person other than the Seller or

     an Affiliate of the Seller, is subject to the same underwriting standards

     and procedures used by the Seller in originating mortgage loans directly as

     set forth in the Prospectus Supplement) or by a savings and loan

     association, savings bank, commercial bank, credit union, insurance company

     or similar institution which is supervised and examined by a federal or

     state authority (including a mortgage broker), or by a mortgagee approved

     b