WACHOVIA MORTGAGE LOAN TRUST, LLC,
as Purchaser,
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Seller
___________________________________________
MORTGAGE LOAN PURCHASE AGREEMENT
___________________________________________
Dated as of March 27, 2007
TABLE OF CONTENTS
Page
SECTION 1.
Definitions................................................................................1
SECTION 2.
Purchase and Sale of the Mortgage
Loans....................................................5
SECTION 3.
Mortgage Loan
Schedule.....................................................................6
SECTION 4.
Allocation of Payments; Mortgage Loan
Files................................................6
SECTION 5.
Material
Defects...........................................................................7
SECTION 6.
Recordation of Assignments of
Mortgages....................................................8
SECTION 7.
Representations and Warranties of Seller Concerning the Mortgage
Loans.....................9
SECTION 8.
Representations and Warranties Concerning the
Seller......................................13
SECTION 9.
Representations and Warranties Concerning the
Purchaser...................................14
SECTION 10.
Conditions to
Closing.....................................................................16
SECTION 11.
Notices...................................................................................17
SECTION 12.
Assignment by
Purchaser...................................................................17
SECTION 13.
Representations, Warranties and Agreements to Survive
Delivery............................17
SECTION 14.
Severability..............................................................................17
SECTION 15.
Counterparts..............................................................................18
SECTION 16.
Amendment.................................................................................18
SECTION 17.
GOVERNING
LAW.............................................................................18
SECTION 18.
Further
Assurances........................................................................18
SECTION 19.
Successors and
Assigns....................................................................18
SECTION 20.
Maintain Rights in
Effect.................................................................18
SECTION 21.
Entire
Agreement..........................................................................18
SECTION 22.
No
Partnership............................................................................18
i
EXHIBITS AND SCHEDULE TO
MORTGAGE LOAN PURCHASE AGREEMENT
Exhibit 1
Mortgage Loan Schedule Information
Exhibit 2
Schedule of Lost Notes
Exhibit 3
S&P LEVELS® Glossary, Version 5.7 Revised, Appendix E
Schedule A
Mortgage Loan Schedule
ii
MORTGAGE LOAN PURCHASE AGREEMENT
MORTGAGE LOAN PURCHASE
AGREEMENT,
dated as of March 27, 2007,
as amended and
supplemented
by
any
and
all
amendments
hereto
(collectively,
the
"Agreement"),
by
and
between
WACHOVIA
BANK,
NATIONAL
ASSOCIATION,
a national banking
association
(the "Seller"),
and WACHOVIA
MORTGAGE LOAN TRUST,
LLC, a Delaware
limited liability company (the "Purchaser").
Upon the terms and subject to the
conditions of this
Agreement,
the Seller agrees to sell, and
the
Purchaser
agrees to purchase,
certain
conventional,
adjustable
rate,
first lien
mortgage
loans secured
primarily by one- to four-family
residential
properties as described
herein.
The Purchaser
intends to sell the
Mortgage
Loans to HSBC Bank USA,
National
Association,
as trustee
under the Pooling and
Servicing
Agreement,
dated as of March 27, 2007 (the "Pooling and Servicing Agreement"),
among the Purchaser,
as depositor,
U.S. Bank
National
Association,
as master servicer and certificate
administrator,
National City Mortgage Co., Fifth Third
Mortgage
Company,
SunTrust
Mortgage,
Inc. and Wells Fargo Bank,
N.A.,
each as
servicers,
and HSBC Bank USA,
National Association, as trustee.
Now,
therefore,
in
consideration
of the premises and the mutual
agreements set forth herein,
the parties hereto agree as follows:
SECTION 1.
Definitions. The following terms are defined as follows:
Agreement: The meaning set forth in the preambles hereto.
Closing Date: March 27, 2007.
Co-op Shares:
Shares issued by private non-profit housing corporations.
Custodian: The Custodian under the Pooling and Servicing Agreement.
Cut-off Date: March 1, 2007.
Deleted
Mortgage
Loan:
A Mortgage
Loan
replaced or to be replaced by a
Substitute
Mortgage
Loan.
Material Defect: The meaning set forth in Section 5(ii).
MERS: Mortgage Electronic Registration Systems, Inc.
Mortgage:
The mortgage,
deed of trust or instrument creating a lien on an interest in
Mortgaged
Property securing a Mortgage Note.
Mortgage File: The following documents:
(i)
the original
Mortgage
Note,
endorsed by manual or facsimile
signature
either (A) in
blank or (B) in the
following
form:
"Pay to the
order of HSBC
Bank
USA,
National
Association,
as
Trustee,
without
recourse," with all necessary
intervening
endorsements
showing a complete chain of endorsement from the
originator
to the Trustee (each such
endorsement
being
sufficient to transfer all right,
title and interest of
the party so endorsing in and to that Mortgage Note);
(ii)
the original
recorded
Mortgage
with evidence of a recording
thereon,
or if any such
Mortgage has not been returned from the applicable
recording
office or has been lost, or if such public recording
office
retains the original
recorded
Mortgage,
a copy of such Mortgage
certified by the Seller as being a true
and correct copy of the Mortgage, if such copy is available;
(iii)
a duly
executed
assignment of mortgage from the mortgagee or assignee of record
either
(A) in blank or (B) to "HSBC Bank USA,
National
Association,
as trustee for the holders of the Wachovia Mortgage
Loan Trust,
LLC
Mortgage
Pass-Through
Certificates,
Series
2007-A
Certificates"
(which may be included in a
blanket
assignment
or
assignments),
together
with,
except as provided
below,
originals
of all
intervening
recorded
assignments of such mortgage or copies of such intervening
assignments
certified by the Seller as being
true and complete copies of the original recorded intervening
assignments of Mortgage (each such assignment,
when
duly and validly
completed,
to be in
recordable
form and
sufficient
to effect the
assignment
of the related
Mortgage
to the
assignee
thereof);
provided
that,
if the
related
Mortgage
has not been
returned
from the
applicable public recording
office,
such assignment of mortgage may exclude the information to be
provided by the
recording
office;
and
provided,
further,
if the related
Mortgage has been recorded in the name of MERS or its
designee,
no assignment of mortgage in favor of the Trustee is required;
(iv)
the originals of all assumption,
modification,
consolidation or extension
agreements,
if any, with evidence of recording thereon, if any;
(v)
the original or
duplicate
original
mortgagee
title
insurance
policy and all riders
thereto;
(vi)
the original of any guarantee executed in connection with the
Mortgage Note;
(vii)
for each Mortgage
Loan, if any,
which is secured by a residential
long-term
lease, a
copy of the lease
with
evidence
of
recording
indicated
thereon,
or, if the lease is in the
process of being
recorded,
a photocopy of the lease,
certified by an officer of the
respective
prior owner of such Mortgage Loan
or by the applicable
title insurance
company,
closing/settlement/escrow
agent or company or closing attorney to
be a true and correct copy of the lease transmitted for
recordation;
(viii)
the
original
of any
security
agreement,
chattel
mortgage
or
equivalent
document
executed in connection with the Mortgage; and
2
(ix)
for each
Mortgage
Loan
secured
by
Co-op
Shares,
the
originals
of the
following
documents or instruments:
(A)
The stock certificate;
(B)
The stock power executed in blank;
(C)
The executed proprietary lease;
(D)
The executed recognition agreement;
(E)
The executed assignment of recognition agreement, if any;
(F)
The executed UCC-1 financing statement with evidence of recording
thereon; and
(G)
Executed
UCC-3
financing
statements or other
appropriate
UCC
financing
statements
required by state law,
evidencing a complete and unbroken
line of
assignments
from the mortgagee to the Trustee
with evidence of recording thereon (or in a form suitable for
recordation).
Mortgage
Interest
Rate:
As to any
Mortgage
Loan,
the per annum
rate of
interest
at which
interest
accrues on the principal
balance of such Mortgage Loan, as adjusted from time to time in
accordance with
the provisions of the related Mortgage Note.
Mortgage Loans: The mortgage loans listed on the Mortgage Loan
Schedule.
Mortgage Loan Schedule:
The list of Mortgage
Loans,
as from time to time amended by the Seller
to reflect the addition of Substitute
Mortgage
Loans and the deletion of Deleted
Mortgage
Loans pursuant to the
provisions of this Agreement, attached hereto as Schedule A.
Mortgage
Note: The originally
executed note or other
evidence of
indebtedness
evidencing the
indebtedness of a Mortgagor under a Mortgage Loan, together with
all riders thereto and amendments thereof.
Mortgaged Property:
The property (including a leasehold interest) securing a Mortgage
Loan.
Mortgagor:
The obligor on a Mortgage Note.
Opinion of
Counsel:
A written
opinion
of
counsel,
who may be counsel
for the Seller or the
Purchaser, reasonably acceptable to the Purchaser.
Person:
Any individual,
corporation,
limited liability
company,
partnership,
joint venture,
association,
joint-stock
company,
trust,
unincorporated
organization,
government
or any agency or
political
subdivision thereof, or any other organization or entity of any
type, whether or not a legal entity.
3
Pooling and Servicing Agreement: The meaning set forth in the
preambles hereto.
Prospectus
Supplement:
The supplement,
dated March 27, 2007, to the Prospectus,
dated May 23,
2006, relating to certain classes of the certificates issued under
the Pooling and Servicing Agreement.
Purchase Price: The meaning specified in Section 2(ii).
Purchaser: The meaning set forth in the preambles hereto.
Remittance
Date:
As to any
Distribution
Date (as such
term is
defined
in the
Pooling
and
Servicing
Agreement
in effect as of the date
hereof),
by 2:00 p.m.
Eastern
time on the
second
Business
Day
immediately preceding such Distribution Date.
Repurchase
Price:
With respect to any
Mortgage
Loan (or any
property
acquired
with respect
thereto)
required to be purchased by the Seller pursuant to this
Agreement,
an amount equal to the sum of (i)(a)
the unpaid
principal
balance of such
Mortgage
Loan as of the date of
repurchase
(or if the related
Mortgaged
Property
was
acquired
by the
Purchaser
or its
assignee,
the
unpaid
principal
balance
at the
date of the
acquisition),
plus (b) accrued but unpaid interest on the principal
balance at the related Mortgage Interest Rate
through and
including
the last day of the month of
repurchase,
and (ii) any costs and
damages
incurred by the
Purchaser
in
connection
with a breach
of the
representation
contained
in
Section
7(iii) as a result of any
violation of any predatory or abusive lending law with respect to
such Mortgage Loan.
Seller: The meaning set forth in the preambles hereto.
Servicer: The applicable Servicer under the Pooling and Servicing
Agreement.
Substitute
Mortgage Loan: A mortgage loan
substituted
for a Deleted
Mortgage Loan pursuant to
the provisions of this Agreement. Upon such substitution, such
mortgage loan shall be a "Mortgage Loan" hereunder.
Substitution Adjustment Amount: The meaning specified in Section
5(v).
Transferred Property: The meaning specified in Section 2(i).
Trustee: The Trustee under the Pooling and Servicing Agreement.
4
SECTION 2.
Purchase and Sale of the Mortgage Loans.
(i)
The Seller does hereby sell,
assign,
set over,
transfer,
and otherwise convey to the
Purchaser on the Closing Date,
without recourse (except as expressly
provided
herein),
all of its right,
title
and interest,
in, to and under the
following:
(A) the Mortgage Loans
(including
the related
Mortgage Note and
Mortgage,
all monies due or to become due on the
Mortgage
Loans (other than
payments of principal
and interest
due and payable on or before the Cut-off
Date),
and all
collections
on the Mortgage
Loans
received
after the
Cut-off Date (other than
payments of principal and interest due and payable on or before the
Cut-off
Date));
(B)
any insurance policies in respect of the Mortgage Loans; and (C)
all proceeds of the foregoing
(collectively,
the
"Transferred Property").
(ii)
The
purchase
price (the
"Purchase
Price")
for the
Mortgage
Loans and the
related
Transferred
Property
to be
paid
by the
Purchaser
to the
Seller
on the
Closing
Date
shall
be (A) a 0.01%
Percentage
Interest in the Class
1-A-R
Certificates
(as such terms are
defined in the
Pooling
and
Servicing
Agreement in effect as of the date hereof) and (B) an amount equal
to $293,530,205.74.
(iii)
In
consideration
of the
sale
of the
Mortgage
Loans
and
the
related
Transferred
Property by the Seller to the Purchaser on the Closing Date,
the Purchaser
shall pay to the Seller on the Closing
Date by wire transfer of immediately
available funds to a bank account
designated by the Seller, the cash portion
of the Purchase Price and shall deliver to the Seller a 0.01%
Percentage Interest in the Class 1-A-R Certificates.
(iv)
It is the express
intent of the parties
hereto that the transfer of the Mortgage Loans
by the
Seller to the
Purchaser
pursuant
to this
Section 2 be, and be
construed
as, an
absolute
sale of the
Mortgage Loans by the Seller to the Purchaser,
including for accounting purposes, and not a secured borrowing.
It
is,
further,
not the
intention of the parties that such
transfer be deemed the grant of a security
interest in
the Mortgage Loans by the Seller to the Purchaser to secure a debt
or other obligation of the Seller.
However,
in
the event that,
notwithstanding
the intent of the parties,
the Mortgage Loans are held to be the property of the
Seller,
or if for any other reason this Agreement is held or deemed to
create a security
interest in the Mortgage
Loans, then: (1) this Agreement shall constitute a security
agreement,
and (2) the transfer of the Mortgage Loans
provided
for in this
Section 2 shall be deemed to be a grant by the
Seller to the
Purchaser
of, and the Seller
hereby grants to the Purchaser,
to secure all of the Seller's
obligations
hereunder,
a security interest in all
of the Seller's right,
title, and interest,
whether now owned or hereafter
acquired,
in and to (i) the Mortgage
Loans, (ii) all accounts,
chattel paper, deposit accounts,
documents,
general intangibles,
goods,
instruments,
investment
property,
letter-of-credit
rights,
letters of
credit,
money,
and oil,
gas,
and other
minerals,
consisting of, arising from, or relating to, any of the foregoing;
and (iii) all proceeds of the foregoing.
(v)
The
Seller
shall file such
financing
statements,
and the
Seller and the
Purchaser
shall, to the extent
consistent
with this Agreement,
take such other actions as may be necessary to ensure that,
if this Agreement were found to create a security
interest in the Mortgage Loans,
such security interest would be
a perfected
security
interest of first
priority under
applicable law and will be maintained as such
throughout
5
the term of the Agreement.
In connection
herewith,
the Purchaser
shall have all of the rights and remedies of a
secured party under the Uniform Commercial Code as in force in the
relevant jurisdiction.
(vi)
Concurrently
herewith,
the
Purchaser has
contracted
to sell the Mortgage
Loans and
other
Transferred
Property
to the
Trustee
pursuant
to the
Pooling
and
Servicing
Agreement.
To avoid
the
unnecessary
expense and
administrative
inconvenience
associated
with the
execution
and recording of multiple
assignment
documents,
the Seller may either (A) deliver (if the Seller is not the last
assignee of record) or (B)
execute (if the Seller is the last
assignee of record) one or more
assignments
of
mortgages
in blank or naming
the Trustee as
assignee,
and may either (A) deliver (if the Seller is not the last
endorsee)
or (B) endorse (if
the Seller is the last
endorsee)
the
Mortgage
Notes
endorsed in blank or to the Trustee.
Notwithstanding
the
fact that such
assignments
of mortgages
name the Trustee as assignee and that Mortgage Notes are endorsed
to the
Trustee,
the parties hereto
acknowledge and agree that the Mortgage Loans for all purposes have
been
transferred
from the Seller to the Purchaser and from the Purchaser to the
Trustee.
SECTION 3.
Mortgage Loan
Schedule.
The initial
Mortgage Loan Schedule shall be prepared
by the Seller and shall set forth the
information
listed on Exhibit 1 to this
Agreement
with respect to each of
the Mortgage Loans being sold by the Seller hereunder.
SECTION 4.
Allocation of Payments; Mortgage Loan Files.
(i)
The
Purchaser
will be
entitled
to all
payments
of
principal
and
interest on the
Mortgage Loans due after the Cut-off Date,
regardless of when actually collected (other than prepayments
received
prior to the Cut-off
Date),
and all
collections
in respect of the
Mortgage
Loans
received
after the Cut-off
Date,
other than
payments of principal
and interest
due and payable on or before the Cut-off
Date.
The Seller
will be entitled to all
scheduled
payments of principal
and interest on the Mortgage
Loans due on or before the
Cut-off Date,
including
payments of such collected after the Cut-off Date. Such principal
and interest
belonging
to the Seller as described above will not be included in the
aggregate
principal
balance of the Mortgage Loans as
of the Cut-off Date as set forth on the initial Mortgage Loan
Schedule.
(ii)
In connection with the transfer and assignment of the Mortgage
Loans,
the Seller shall
deliver or cause to be
delivered
to the
Custodian
on behalf of the Trustee as assignee of the
Purchaser by the
Closing Date, the documents required to be included in each
Mortgage File; provided,
however,
that in lieu of the
foregoing,
the Seller may deliver the following
documents,
under the
circumstances set forth below: (x) in lieu
of the original
Mortgage,
the assignment to the Trustee of such Mortgage,
or
intervening
assignments
thereof,
which have been
delivered,
are being
delivered or will,
upon receipt of recording
information
relating to the
Mortgage
required to be included
thereon,
be
delivered
to recording
offices for
recording
and have not been
returned to the Seller in time to permit
their
delivery as
specified
above,
the Seller may deliver a true copy
thereof with a certification by the Seller,
on the face of such copy,
substantially as follows:
"Certified to be
a true and correct copy of the original,
which has been
transmitted for recording";
(y) in lieu of the Mortgage,
the
assignment
to
the
Trustee
of
such
Mortgage,
or
intervening
assignments
thereof,
if
the
applicable
jurisdiction
retains the
originals of such
documents (as
evidenced by a
certification
from the Seller to such
effect)
the Seller
may
deliver
photocopies
of such
documents
containing
an
original
certification
by the
6
recording
office of the
jurisdiction
where such documents
were recorded;
and (z) in lieu of the Mortgage Notes
relating to the Mortgage
Loans,
each
identified in the list attached hereto as Exhibit 2, the Seller may
deliver
lost note affidavits and indemnities of the Seller;
and provided
further,
however,
that in the case of Mortgage
Loans which have been prepaid in full after the Cut-off
Date and prior to the Closing
Date,
the Seller,
in lieu
of delivering the above
documents,
may deliver to the Trustee and the Custodian a certification
by the Seller or
the Servicer
servicing
such
Mortgage
Loan to such
effect.
The Seller shall
deliver such
original
documents
(including any original
documents as to which
certified
copies had previously
been delivered) or such certified
copies to the
Custodian
promptly
after they are
received.
The Seller shall cause the Mortgage and
intervening
assignments,
if any, to be recorded not later than 180 days after the Closing
Date,
unless such assignment is not
required to be recorded under the terms set forth in Section 6(i).
SECTION 5.
Material Defects.
(i)
On or before the Closing
Date,
the Seller shall make the Mortgage
Files
available to
the
Purchaser
or its agent for
examination,
which
examination
may be at the offices of the
Custodian
or the
Seller.
The fact that the
Purchaser
or its agent has
conducted or has failed to conduct any partial or complete
examination
of
the
Mortgage
Files
shall
not
affect
the
Purchaser's
rights
to
demand
cure,
repurchase,
substitution or other relief as provided in this Agreement.
(ii)
If any document is missing,
has not been
executed,
is
unrelated,
determined
on the
basis of the Mortgagor name,
original
principal
balance and loan number, to the Mortgage Loans identified in the
Mortgage Loan Schedule (a "Material
Defect"),
the Purchaser or its assignee shall
promptly
notify the Seller in
writing of such Material
Defect.
The Seller shall
correct or cure any such
Material
Defect within 90 days from
the date of notice of the Material
Defect and if the Seller does not correct or cure such
Material
Defect within
such period and such defect
materially
and
adversely
affects the
interests of the Purchaser or its assignee in
the related
Mortgage
Loan,
the Seller will either (a)
substitute
for the related
Mortgage
Loan a
Substitute
Mortgage Loan,
which
substitution
shall be accomplished in the manner and subject to the conditions
set forth in
this Section 5 or (b) purchase such Mortgage
Loan from the Purchaser or its assignee at the
Repurchase
Price for
such
Mortgage
Loan;
provided
that,
if such defect would cause the Mortgage
Loan to be other than a "qualified
mortgage"
as
defined
in
Section
860G(a)(3)
of the
Internal
Revenue
Code,
any
such
cure,
repurchase
or
substitution
must occur within 90 days from the date such breach was
discovered;
provided,
further that if such
defect
relates solely to the inability of the Seller to deliver the
original
Mortgage or intervening
assignments
thereof,
or a certified
copy,
because the
originals
of such
documents,
or a
certified
copy,
have not been
returned by the
applicable
recording
office,
the Seller shall not be required to purchase such Mortgage Loan if
the Seller
delivers such original
documents or certified
copy promptly upon receipt,
but in no event later than
360 days after the Closing Date. The foregoing
repurchase or substitution
obligation shall not apply in the event
that the Seller
cannot
deliver such original or copy of any document
submitted for recording to the
appropriate
recording
office in the
applicable
jurisdiction
because
such
document
has not been
returned by such office;
provided that the Seller shall instead
deliver a recording
receipt of such
recording
office or, if such receipt
is not available,
a certificate of the Seller or the applicable
Servicer confirming that such documents have been
7
accepted
for
recording,
and delivery to the Trustee or the
Custodian,
as assignee of the
Purchaser,
shall be
effected by the Seller within thirty days of its receipt of the
original recorded document.
(iii)
With respect to each
Substitute
Mortgage Loan,
the Seller shall
promptly
deliver to
the
Custodian,
on behalf of the Trustee as assignee of the Purchaser,
the Mortgage
Note, the Mortgage,
and the
other
documents
required to be included in the related
Mortgage
File,
with the Mortgage
Note endorsed and the
Mortgage
assigned
as
required
by the
definition
of
Mortgage
File.
Payments
due with
respect
to any such
Substitute
Mortgage Loan in the month of
substitution
shall be retained by the Seller and not transferred to the
Purchaser.
For the month of
substitution,
collections on the Mortgage
Loans will include the scheduled
payment
due for such month on any Deleted Mortgage Loan for which the
Seller has substituted a Substitute Mortgage Loan.
(iv)
The Seller
shall
amend the
Mortgage
Loan
Schedule
to
reflect
the
repurchase
or
transfer to the Seller of each Mortgage Loan that has become a
Deleted
Mortgage Loan and the
substitution
of the
Substitute
Mortgage Loans and the Seller shall deliver the amended
Mortgage Loan Schedule to the Purchaser,
with
a copy to each of the Trustee and the Custodian.
Upon such
substitution,
each Substitute
Mortgage Loan shall be
subject
to the
terms of this
agreement
in all
respects,
and the
Seller
shall be
deemed to have made to the
Purchaser with respect to such Substitute
Mortgage Loan, as of the date of substitution,
the
representations and
warranties
set forth in Section 7.
Upon any such
substitution
and the payment to the Trustee as assignee of the
Purchaser of the Repurchase
Price or of any required
Substitution
Adjustment
Amount,
the Purchaser shall cause
the Custodian to release the Mortgage
File relating to such Deleted
Mortgage Loan to the Seller and the Purchaser
and its
assignees,
as
applicable,
shall
execute and deliver at the
Seller's
direction
such
instruments
of
transfer or assignment
prepared by the Seller,
in each case without
recourse,
as shall be necessary to transfer
to the Seller,
or its
designee,
any Defective
Mortgage Loan
substituted
for or
repurchased
pursuant to this
Section 5.
(v)
For any month in which the Seller
substitutes
one or more
Substitute
Mortgage
Loans
for one or more Deleted
Mortgage Loans,
the amount (if any) by which the aggregate
unpaid
principal
balance of
all such
Substitute
Mortgage Loans as of the date of
substitution
is less than the aggregate
unpaid
principal
balance of all such Deleted
Mortgage Loans after
application of the principal
portion of the scheduled
payments
due in the month of substitution (the
"Substitution
Adjustment
Amount") shall be paid to the Trustee as assignee
of the Purchaser by the Seller on or before the Remittance
Date in the month
succeeding the calendar month during
which the related Mortgage Loan is required to be purchased or
replaced hereunder.
SECTION 6.
Recordation of Assignments of Mortgages.
(i)
The
Seller
shall,
promptly
after the
Closing
Date,
cause each
Mortgage
and each
assignment
of
Mortgage
from the Seller to the
Trustee,
and all
unrecorded
intervening
assignments,
if any,
delivered on or prior to the Closing Date, to be recorded in the
recording offices in the
jurisdictions
where the
related
Mortgaged
Properties
are
located;
provided,
however,
the Seller
need not cause to be
recorded
any
assignment
which relates to a Mortgage Loan if (a) such
recordation is not required by the rating agencies rating
the
certificates
issued under the Pooling and
Servicing
Agreement or an Opinion of Counsel has been provided to
8
the
Purchaser,
the
Trustee,
and the
Custodian
which states that the
recordation
of such
assignment
is not
necessary to protect the interest of the
Purchaser
or its
assignee in the related
Mortgage
Loan or (b) MERS is
identified
on the
Mortgage
or a
properly
recorded
assignment
of the
Mortgage
as the
mortgagee
of record;
provided, however,
notwithstanding the delivery of any Opinion of Counsel, any
assignment of Mortgage that has not
been
recorded
pursuant
to clause (a) shall be
submitted
for
recording
by the Seller in the manner
described
above, at the Seller's expense, upon 60 days' written notice to the
Seller from the Purchaser or its assignee.
(ii)
While each such
Mortgage or
assignment is being
recorded,
if
necessary,
the Seller
shall leave or cause to be left with the Custodian a certified
copy of such Mortgage or
assignment.
In the event
that,
within 180 days of the Closing Date,
the Purchaser,
the Trustee,
and the Custodian have not been provided
an Opinion of Counsel as
described
in
subsection
(i) or received
evidence of
recording
with
respect to each
Mortgage
Loan
pursuant to the terms
hereof,
the failure to provide
evidence of
recording
or such
Opinion of
Counsel (in the alternative,
if required) shall be considered a Material
Defect,
and the provisions of Section 5
shall apply. All customary
recording fees and reasonable
expenses
relating to the recordation of the assignments
of mortgage to the Trustee or the Opinion of Counsel, as the case
may be, shall be borne by the Seller.
SECTION 7.
Representations
and Warranties of Seller
Concerning the Mortgage
Loans.
The
Seller
hereby
represents
and warrants to the
Purchaser as of the Closing Date, or such other date prior thereto
as may be specified below, with respect to each Mortgage Loan:
(i)
the
information
set forth in the Mortgage Loan Schedule
hereto is true and correct in
all material
respects and all
information
provided by the Seller to the Purchaser
regarding the Mortgage Loans,
including the Mortgage Loan level detail, is true and correct in
all material respects;
(ii)
immediately
prior to the transfer to the
Purchaser,
the Seller was the sole owner and
holder of each
Mortgage
and
Mortgage
Note
relating
to the
Mortgage
Loans and is
conveying
the same to the
Purchaser free and clear of any and all liens, claims,
encumbrances,
participation interests,
equities, pledges,
charges or
security
interests
of any nature
and the Seller has full right and
authority
to sell or assign the
same pursuant to this Agreement;
(iii)
each Mortgage
Loan at the time it was made
complied in all material
respects with all
applicable laws and regulations,
including,
without limitation,
usury, equal credit opportunity,
disclosure and
recording
laws and all applicable
anti-predatory,
abusive and fair lending laws; and each Mortgage Loan has been
serviced in all material
respects in accordance
with all
applicable
laws and
regulations,
including,
without
limitation,
usury, equal credit
opportunity,
disclosure and recording laws and all
anti-predatory,
abusive and
fair lending laws and the terms of the related Mortgage Note, the
Mortgage and other loan documents;
(iv)
there is no monetary
default
existing under any Mortgage or the related
Mortgage Note
and there is no material
event which,
with the passage of time or with notice and the
expiration of any grace or
cure
period,
would
constitute a default,
breach or event of
acceleration;
and neither the Seller,
any of its
affiliates
nor any
servicer of any related
Mortgage
Loan has taken any action to waive any
default,
breach or
9
event of
acceleration;
no
foreclosure
action is threatened or has been
commenced
with respect to the Mortgage
Loan;
(v)
the
terms of the
Mortgage
Note and the
Mortgage
have
not
been
impaired,
waived,
altered or modified
in any
respect,
except by written
instruments,
(i) if required by law in the
jurisdiction
where the Mortgaged Property is located, or (ii) to protect the
interests of the Purchaser or its assignees;
(vi)
no
selection
procedure
reasonably
believed
by
the
Seller
to be
adverse
to
the
interests of the Purchaser or its assignees was utilized in
selecting the Mortgage Loans;
(vii)
each
Mortgage
is a valid and
enforceable
first
lien on the
property
securing
the
related
Mortgage Note and each Mortgaged
Property is owned by the Mortgagor in fee simple (except with
respect to
common areas in the case of
condominiums,
PUDs and de minimis
PUDs) or by
leasehold
for a term longer than the
term of the related
Mortgage,
subject only to (i) the lien of current real property taxes and
assessments,
(ii)
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 being acceptable to mortgage
lending
institutions
generally
or specifically
reflected in the appraisal
obtained in connection
with the
origination of the related
Mortgage
Loan or referred to in the lender's title
insurance
policy
delivered to the
originator of the related
Mortgage
Loan and (iii) 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,
except as enforceability
may be limited by
bankruptcy, insolvency, liquidation,
receivership,
moratorium, reorganization or other similar laws affecting the
enforcement
of the rights of creditors and by general
principles of equity,
whether in a proceeding in equity or
at law;
(viii)
there
is no
mechanics'
lien or
claim
for
work,
labor or
material
affecting
the
premises
subject to any
Mortgage
which is or may be a lien prior to, or equal
with,
the lien of such
Mortgage
except those which are insured against by the title insurance
policy referred to in (xiii) below;
(ix)
as of the Cut-off Date, to the best of the Seller's
knowledge,
there was no delinquent
tax or assessment
lien against the property
subject to any Mortgage,
except where such lien was being
contested
in good faith and a stay had been granted against levying on the
property;
(x)
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 and interest on such Mortgage Note;
(xi)
except
to the
extent
insurance
is in
place
which
will
cover
such
damage,
each
Mortgaged
Property
is free of
material
damage
and is in good
repair
and there is no
proceeding
pending
or
threatened for the total or partial condemnation of any Mortgaged
Property;
10
(xii)
to the best of the Seller's
knowledge,
the
Mortgaged
Property
and all
improvements
thereon comply with all requirements of any applicable zoning and
subdivision laws and ordinances;
(xiii)
a
lender's
title
insurance
policy
(on an ALTA or CLTA
form)
or
binder,
or other
assurance of title
customary
in the
relevant
jurisdiction
therefor in a form
acceptable
to Fannie Mae or the
Federal Home Loan Mortgage
Corporation,
was issued on the date that each Mortgage Loan was
originated by a title
insurance
company which, to the best of the Seller's
knowledge,
was qualified to do business in the jurisdiction
where the related
Mortgaged
Property is located,
insuring
the Seller and its
successors
and assigns
that the
Mortgage
is a first
priority
lien on the related
Mortgaged
Property in the
original
principal
amount of the
Mortgage
Loan.
The Seller is the sole
insured
under such
lender's
title
insurance
policy,
and such policy,
binder or
assurance
is valid and
remains in full force and effect,
and each such
policy,
binder or
assurance
shall contain all applicable endorsements including a negative
amortization endorsement, if applicable;
(xiv)
at the time of
origination,
each
Mortgaged
Property
was the subject of an appraisal
which conformed to the underwriting requirements of the originator
of the Mortgage Loan;
(xv)
as of the
Closing
Date,
the
improvements
on
each
Mortgaged
Property
securing
a
Mortgage Loan are insured (by an insurer
which is acceptable to the Seller)
against loss by fire and such hazards
as are covered under a standard
extended
coverage
endorsement
in the locale in which the Mortgaged
Property is
located,
in an
amount
which is not less than the
lesser
of the
maximum
insurable
value of the
improvements
securing such
Mortgage Loan or the Stated
Principal
Balance of the Mortgage
Loan,
but in no event in an amount
less than an amount that is required to prevent the Mortgagor from
being deemed to be a co-insurer
thereunder;
if
the improvement on the Mortgaged
Property is a condominium
unit, it is included under the coverage
afforded by a
blanket policy for the condominium
project;
if upon origination of the related Mortgage Loan, the improvements
on
the Mortgaged
Property were in an area identified as a federally
designated
flood area, a flood insurance policy
is in effect in an amount
representing
coverage
not less than the least of (i) the unpaid
principal
balance of
the Mortgage
Loan,
(ii) the
restorable
cost of
improvements
located on such
Mortgaged
Property or (iii) the
maximum
coverage
available
under federal law; and each Mortgage
obligates the Mortgagor
thereunder to maintain
the insurance referred to above at the Mortgagor's cost and
expense;
(xvi)
each Mortgage Loan
constitutes a "qualified
mortgage" under Section
860G(a)(3)(A)
of
the Internal
Revenue
Code and Treasury
Regulation
Section
1.860G-2(a)(1),
(2),
(4),
(5),
(6), (7) and (9),
without reliance on the provisions of Treasury
Regulation
Section
1.860G-2(a)(3) or Treasury
Regulation Section
1.860G-2(f)(2)
or any other
provision
that would allow a Mortgage
Loan to be treated as a "qualified
mortgage"
notwithstanding
its failure to meet the
requirements of Section
860G(a)(3)(A)
of the Internal
Revenue Code and
Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7)
and (9);
(xvii)
each
Mortgage
Loan was
originated
or funded by (a) a savings
and loan
association,
savings bank,
commercial
bank,
credit union,
insurance
company or similar
institution
that is supervised and
11
examined by a federal or state
authority (or
originated by (i) a subsidiary of any of the foregoing
institutions
which subsidiary is actually supervised and examined by applicable
regulatory
authorities or (ii) a mortgage loan
correspondent
of any of the foregoing and that was originated
pursuant to the criteria
established by any of the
foregoing in a manner such that the related
Mortgage
Loan would be regarded
for purposes of Section
3(a)(41) of
the
Securities and Exchange Act of 1934, as amended,
as having been
originated by any of the foregoing) or (b) a
mortgagee
approved by the
Secretary
of Housing
and Urban
Development
pursuant to Sections
203 and 211 of the
National Housing Act, as amended;
(xviii)
none of the
Mortgage
Loans are (a) loans
subject
to 12 CFR
Section
226.31,
12 CFR
Section 226.32 or 12 CFR Section
226.34,
as amended,
or (b) "high cost home,"
"covered"
(excluding
home loans
defined as
"covered
home
loans" in the New
Jersey
Home
Ownership
Security
Act of 2002 that were
originated
between
November 26, 2003 and July 7, 2004),
"high risk home" or "predatory"
loans under any
applicable
state,
federal or local law (or a similarly
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 and/or fees);
(xix)
no Mortgage
Loan (a) is a "high cost loan" or
"covered
loan" as
applicable
(as such
terms are
defined in the current
version of the S&P
LEVELS®
Glossary,
which is now
Version
5.7,
Appendix E,
attached
hereto as Exhibit 3, or, with respect to a
Substitute
Mortgage
Loan,
as such terms are defined in the
version of the S&P LEVELS®
Glossary in effect at the time such Mortgage Loan becomes a
Substitute
Mortgage
Loan)
or (b) was
originated
on or after
October 1, 2002
through
March 6, 2003 and is governed
by the
Georgia
Fair
Lending Act;
(xx)
the
information
set forth in Annex I of the Prospectus
Supplement with respect to the
Mortgage Loans is true and correct in all material respects;
(xxi)
each
Mortgage
Loan was
originated
generally
in
accordance
with
the
underwriting
guidelines of the related originator;
(xxii)
each
original
Mortgage
has been
recorded or is in the
process of being
recorded in
accordance with the
requirements of this Agreement in the
jurisdiction
where the related
Mortgaged
Property is
located;
(xxiii)
the related
Mortgage File contains
each of the
documents
and
instruments
listed in
the definition
thereof,
subject to any
exceptions,
substitutions
and
qualifications
as are set forth in this
Agreement;
(xxiv) the Mortgage
Loans are currently
being
serviced in accordance
with accepted
servicing
practices; and
(xxv)
at the time of
origination,
each
Mortgaged
Property
was the subject of an appraisal
which
conformed to the
underwriting
requirements of the originator of the Mortgage Loan, and the
appraisal is in
a form
which
was
acceptable
to
Fannie
Mae or the
Federal
Home
Loan
Mortgage
Corporation
at the
time of
origination.
12
It is understood and agreed that the
representations
and warranties set forth in this Section 7
will inure to the benefit of the Purchaser and its
successors
and assigns,
notwithstanding
any
restrictive
or
qualified
endorsement
on any Mortgage
Note or assignment of Mortgage or the
examination
of any Mortgage
File.
Upon any
substitution for a Mortgage Loan, the
representations
and warranties set forth above shall be deemed to
be made by the Seller as to any Substitute Mortgage Loan as of the
date of substitution.
Upon
discovery by the Seller or upon notice to the Seller from the
Purchaser,
the Trustee or a
Servicer
of a breach
of the
Seller's
respective
representations
or
warranties
set
forth in
Section 7 that
materially
and adversely
affects the interests of the Purchaser or its assignees in any
Mortgage Loan, the Seller
shall,
within 90 days from the
earlier of the date of
discovery
by the
Seller of such
breach and the date the
Seller receives
written notice of such breach,
(i) cure such breach in all material
respects,
(ii) purchase the
affected
Mortgage
Loan at the
applicable
Repurchase
Price or (iii) if within
two years of the
Closing
Date,
substitute a qualifying
Substitute
Mortgage
Loan in exchange for such
Mortgage
Loan.
The
obligations
of the
Seller to cure,
purchase or
substitute
a
qualifying
Substitute
Mortgage
Loan shall
constitute
the sole and
exclusive
remedies
of the
Purchaser
or its
assignees
respecting
a breach of
representations
or
warranties
hereunder
with
respect to the Mortgage
Loans.
A breach of the
representations
and
warranties
made in any of
clause
(xviii) or (xix)(b) of this Section 7 will be deemed to materially
and
adversely
affect the value of the
interests
of the
Purchaser
or its
assignees
in the related
Mortgage
Loan.
Any
repurchase
or
substitution
required pursuant to this Section 7 shall be carried out in
accordance with the requirements of Section 5.
Any cause of action
against
the Seller
relating to or arising out of a breach by the Seller of
any
representations
and warranties made in this Section 7 shall accrue as to any
Mortgage Loan upon (i) discovery
of such breach by the Seller or written
notice
thereof by the party
discovering
such breach and (ii) failure by
the Seller to cure such breach,
purchase such Mortgage
Loan or substitute a qualifying
Substitute
Mortgage Loan
pursuant to the terms hereof.
SECTION 8.
Representations
and Warranties
Concerning the Seller. As of the Closing Date,
the Seller represents and warrants to the Purchaser as follows:
(i)
The Seller is a national
banking
association duly organized and validly existing under
the laws of the United
States of America and is in
compliance
with the laws of each state in which any Mortgaged
Property is located to the extent necessary to ensure the
enforceability of each Mortgage Loan;
(ii)
The Seller
has the power and
authority
to make,
execute,
deliver
and
perform
its
obligations under this Agreement and all of the transactions
contemplated under this Agreement,
and has taken all
necessary corporate action to authorize the execution, delivery and
performance of this Agreement;
(iii)
The Seller is not
required to obtain the consent of any other
Person or any
consents,
licenses,
approvals or
authorizations
from, or registrations or declarations
with, any governmental
authority,
bureau or agency in connection
with the
execution,
delivery,
performance,
validity or
enforceability
of this
13
Agreement, except for such consents,
licenses, approvals or authorizations,
or registrations or declarations,
as
shall have been obtained or filed, as the case may be;
(iv)
The
execution
and
delivery of this
Agreement by the Seller and its
performance
and
compliance
with the terms of this
Agreement
will not violate the Seller's
Articles of
Association or Bylaws or
constitute
a material
default (or an event
which,
with notice or lapse of time,
or both,
would
constitute
a
material
default)
under,
or
result in the
material
breach
of,
any
material
contract,
agreement
or other
instrument to which the Seller is a party or which is applicable to
the Seller or any of its assets;
(v)
There are no actions,
suits,
proceedings or investigations before any court, tribunal,
administrative
agency,
arbitrator
or
governmental
body
pending
or,
to the best of the
Seller's
knowledge,
threatened,
against
the Seller,
that,
if decided
adversely,
would
materially
and
adversely
affect (A) the
condition
(financial
or
otherwise),
business
or
operations
of the
Seller,
(B) the ability of the Seller to
perform its obligations
under, or the validity or
enforceability
of, this Agreement or the Pooling and Servicing
Agreement or (C) the transactions contemplated by this Agreement;
(vi)
This
Agreement
constitutes
a legal,
valid
and
binding
obligation
of the
Seller,
enforceable
against
the
Seller
in
accordance
with its
terms,
except as
enforceability
may be
limited
by
applicable
bankruptcy,
insolvency,
reorganization,
moratorium
and other
laws
affecting
the
enforcement
of
creditors'
rights in general,
and by general
equity
principles,
regardless of whether such
enforceability
is
considered in a proceeding in equity or at law;
(vii)
This
Agreement
constitutes
a valid
transfer and
assignment
to the Purchaser of all
right,
title and
interest of the Seller in and to the
Mortgage
Loans and the other
Transferred
Property,
and
nothing has been done by the Seller to impair the rights of the
Purchaser or its assignees with respect thereto;
(viii)
The
Seller is not in
default
with
respect to any order or decree of any court or any
order,
regulation or demand of any federal,
state,
or municipal
governmental
agency,
which default might have
consequences
that would
materially and adversely
affect the condition
(financial or otherwise) or operations of
the Seller or its properties or might have
consequences
that would
materially
adversely
affect its performance
hereunder; and
(ix)
The
information
in
the
Prospectus
Supplement
described
in the
Sections
entitled
"SUMMARY—Mortgage
Pool,"
"THE
MORTGAGE
POOL" and
"ANNEX
I—MORTGAGE
POOL DATA"
does not
include
any untrue
statement of a material fact or omit to state a material fact
necessary in order to make the
statements
made, in
light of the circumstances under which they were made, not
misleading.
SECTION 9.
Representations
and Warranties
Concerning
the
Purchaser.
As of the Closing
Date, the Purchaser represents and warrants to the Seller as
follows:
14
(i)
The Purchaser (i) is a limited
liability
company duly organized,
validly existing and
in good
standing
under the laws of the State of
Delaware
and (ii) is
qualified
and in good
standing
in each
jurisdiction
where such
qualification
is necessary,
except where the failure so to qualify would not reasonably
be
expected
to have a material
adverse
effect on the
Purchaser's
business as
presently
conducted
or on the
Purchaser's ability to enter into this Agreement and to consummate
the transactions contemplated hereby;
(ii)
The Purchaser
has full
corporate
power to own its property,
to carry on its business
as presently conducted and to enter into and perform its
obligations under this Agreement;
(iii)
The
execution
and
delivery
by
the
Purchaser
of
this
Agreement
have
been
duly
authorized by all necessary
corporate action on the part of the Purchaser;
and neither the execution and delivery
by
the
Purchaser
of
this
Agreement,
nor
the
consummation
by
the
Purchaser
of
the
transactions
herein
contemplated,
nor
compliance
by the
Purchaser
with the
provisions
hereof,
will conflict with or result in a
breach of, or
constitute
a default
under,
any of the
provisions
of any law,
governmental
rule,
regulation,
judgment,
decree or order binding on the Purchaser or its
properties or the
certificate
of formation or limited
liability
company
agreement
of the
Purchaser,
except
those
conflicts,
breaches or defaults
which would not
reasonably be expected to have a material
adverse effect on the
Purchaser's
ability to enter into this Agreement
and to consummate the transactions contemplated hereby;
(iv)
The
execution,
delivery and
performance
by the
Purchaser of this
Agreement and the
consummation by the Purchaser of the
transactions
contemplated
hereby do not require the consent or approval of,
the
giving of notice to,
the
registration
with,
or the
taking of any other
action in respect
of, any state,
federal or other governmental
authority or agency,
except those consents,
approvals,
notices,
registrations or
other actions as have already been obtained, given or made;
(v)
This Agreement has been duly executed and delivered by the
Purchaser
and,
assuming due
authorization,
execution and delivery by the Seller,
constitutes a valid and binding
obligation of the Purchaser
enforceable
against
it in
accordance
with its terms,
except as
enforceability
may be
limited by
applicable
bankruptcy,
insolvency,
reorganization,
moratorium and other laws affecting the enforcement of creditors'
rights
in general,
and by general
equity
principles,
regardless
of whether such
enforceability
is
considered
in a
proceeding in equity or at law; and
(vi)
there
are no
actions,
suits
or
proceedings
pending
or,
to the
knowledge
of the
Purchaser,
threatened,
against
the
Purchaser,
before or by any court,
administrative
agency,
arbitrator
or
governmental
body (i) with respect to any of the transactions
contemplated by this Agreement or (ii) with respect
to any other matter which in the judgment of the Purchaser
will be determined
adversely to the Purchaser and will
if determined
adversely to the Purchaser
materially and adversely
affect the Purchaser's
ability to perform its
obligations
under this
Agreement;
and the
Purchaser
is not in default
with respect to any order of any court,
administrative
agency,
arbitrator or governmental
body so as to materially and adversely affect the transactions
contemplated
by
this
Agreement.
15
SECTION 10.
Conditions to Closing.
(1)
The
obligations
of
the
Purchaser
under
this
Agreement
will
be
subject
to
the
satisfaction, on or prior to the Closing Date, of the following
conditions:
(a)
Each of the
obligations of the Seller
required to be performed at or prior to
the Closing Date pursuant to the terms of this
Agreement
shall have been duly
performed and complied with in all
material respects;
all of the
representations and warranties of the Seller under this Agreement
shall be true and
correct as of the dates
specified in all material
respects;
no event shall have occurred
which,
with notice or
the passage of time,
would
constitute a default under this
Agreement;
and the
Purchaser
shall have received a
certificate to that effect signed by an authorized officer of the
Seller.
(b)
The Purchaser shall have received all of the following
closing
documents,
in
such forms as are agreed upon and reasonably
acceptable to the Purchaser,
duly executed by all signatories
other
than the Purchaser as required pursuant to the respective terms
thereof:
(i)
A
certificate
of an
officer of the
Seller
dated as of the
Closing
Date,
in a form
reasonably
acceptable
to the
Purchaser,
and
attached
thereto
copies
of
the
articles
of
association
and
by-laws of the Seller and
evidence as to the good
standing
of the Seller
dated as of a recent
date; and
(ii)
One or more
opinions of counsel from the Seller's
counsel in form and
substance reasonably satisfactory to the Purchaser.
(c)
The
certificates
to be issued under the Pooling and
Servicing
Agreement and
sold to Wachovia Capital Markets, LLC shall have been issued and
sold to Wachovia Capital Markets, LLC.
(d)
The Seller shall have
furnished to the Purchaser
such other
certificates
of
its officers or others and such other
documents and opinions of counsel to evidence
fulfillment of the conditions
set
forth in this
Agreement
and the
transactions
contemplated
hereby as the
Purchaser
and its
counsel
may
reasonably request.
(2)
The
obligations
of
the
Seller
under
this
Agreement
shall
be
subject
to
the
satisfaction, on or prior to the Closing Date, of the following
conditions:
(a)
The obligations of the Purchaser
required to be performed by it on or prior to
the Closing Date pursuant to the terms of this
Agreement
shall have been duly
performed and complied with in all
material
respects,
and all of the
representations
and warranties of the Purchaser under this Agreement shall be
true and correct in all
material
respects as of the date
hereof,
and no event shall have
occurred
which would
constitute a breach by it of the terms of this
Agreement,
and the Seller
shall have
received a
certificate
to
that effect signed by an authorized officer of the Purchaser.
16
(b)
The
Seller
shall
have
received
copies
of
all of
the
following
closing
documents,
in such
forms as are agreed
upon and
reasonably
acceptable
to the
Seller,
duly
executed
by all
signatories other than the Seller as required pursuant to the
respective terms thereof:
(i)
A certificate
of an officer of the
Purchaser
dated as of the Closing
Date, in a form reasonably
acceptable to the Seller,
and attached
thereto copies of the Purchaser's
certificate
of formation and limited liability company
agreement,
and evidence as to the good standing of the Purchaser dated
as of a recent date; and
(ii)
One or more
opinions of counsel from the
Purchaser's
counsel in
form and substance reasonably satisfactory to the Seller.
SECTION 11.
Notices. All demands,
notices and communications hereunder shall be in writing
but may be delivered by facsimile transmission
subsequently
confirmed in writing.
Notices to the Seller shall be
directed to Wachovia Bank, National
Association,
301 South College Street,
Charlotte,
North Carolina 28288, and
notices to the
Purchaser
shall be directed to
Wachovia
Mortgage
Loan Trust,
LLC,
301 South
College
Street,
NC5578-Suite
G,
Charlotte,
NC 28288-5578;
or to any other address as may hereafter be furnished by one party
to
the other party by like notice.
Any such demand,
notice or
communication
hereunder shall be deemed to have been
received on the date
received
at the
premises of the
addressee
(as
evidenced,
in the case of
registered
or
certified
mail,
by the date noted on the return
receipt)
provided
that it is received on a business day during
normal business hours and, if received after normal
business hours,
then it shall be deemed to be received on the
next business day.
SECTION 12.
Assignment
by
Purchaser.
As an
inducement
to the Purchaser to purchase the
Mortgage
Loans,
the Seller
acknowledges
and
consents
to the
Purchaser's
transfer
of its
interest
in this
Agreement to the Trustee
pursuant to the Pooling and
Servicing
Agreement and the
enforcement
by the Trustee of
any right or remedy against the Seller
pursuant to this
Agreement.
Such
enforcement of a right or remedy by the
Trustee
shall
have the same
force and effect as if the right or remedy had been
enforced
or
exercised
by the
Purchaser
directly.
Notwithstanding
the foregoing,
the sole and exclusive
right and remedy of the Trustee with
respect to a breach of a
representation
or warranty
of the Seller
shall be the cure,
purchase or
substitution
obligations of the Seller contained in Sections 5 and 7 hereof.
SECTION 13.
Representations,
Warranties
and
Agreements
to
Survive
Delivery.
All
representations,
warranties and agreements
contained in this Agreement,
or contained in certificates of officers
of the Seller
submitted
pursuant
hereto,
shall remain
operative and in full force and effect and shall survive
the sale of the Mortgage
Loans to the
Purchaser
and the transfer of the Mortgage
Loans by the
Purchaser to the
Trustee.
SECTION 14.
Severability.
If any
provision
of this
Agreement
shall
be
prohibited
or
invalid under
applicable law, this Agreement shall be ineffective
only to such extent,
without
invalidating the
remainder of this Agreement.
17
SECTION 15.
Counterparts.
This
Agreement may be executed in
counterparts,
each of which
will be an original, but which together shall constitute one and
the same agreement.
SECTION 16.
Amendment.
This Agreement
cannot be amended or modified in any manner without
the prior written consent of each party.
SECTION 17.
GOVERNING LAW. THIS AGREEMENT
SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
APPLICATION OF THE CONFLICTS OF LAWS PROVISIONS
THEREOF,
AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.
SECTION 18.
Further
Assurances.
Each of the parties
agrees to execute
and deliver
such
instruments
and take such
actions
as
another
party
may,
from time to time,
reasonably
request
in order to
effectuate the purpose and to carry out the terms of this
Agreement.
SECTION 19.
Successors and Assigns.
This Agreement
shall bind and inure to the benefit of
and be
enforceable
by the Seller
and the
Purchaser
and their
permitted
successors
and
assigns.
The Seller
acknowledges
and agrees that the Purchaser
may assign its rights under this
Agreement to the Trustee as provided
in Section
12. Any person
into which the
Seller may be merged or
consolidated,
any person
resulting
from any
merger or
consolidation
involving
the Seller,
any person
resulting
from a change in form of the Seller or any
person
succeeding to the business of the Seller,
shall be considered the "successor" of the Seller
hereunder and
shall be
considered a party hereto
without the
execution or filing of any paper or any further act or consent on
the part of any party hereto.
Except as provided in this Section and in Section 12 hereto,
this Agreement
cannot
be assigned by either party hereto without the written consent of
the other parties to this Agreement.
SECTION 20.
Maintain Rights in Effect.
The Seller and the Purchaser will each keep in full
effect all rights
with
respect
to itself as are
necessary
to perform
its
respective
obligations
under this
Agreement.
SECTION 21.
Entire
Agreement.
This
Agreement
contains
the
entire
agreement
and
understanding
between
the parties
with
respect to the
subject
matter
hereof,
and
supersedes
all prior and
contemporaneous
agreements,
understandings,
inducements and conditions,
express or implied, oral or written, of
any nature whatsoever with respect to the subject matter hereof.
SECTION 22.
No
Partnership.
Nothing
herein
contained
shall be deemed or
construed
to
create a partnership or joint venture between the parties hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
18
IN WITNESS
WHEREOF,
the parties
hereto have caused their names to be signed hereto by their
respective
duly authorized officers as of the date first above written.
WACHOVIA MORTGAGE LOAN TRUST, LLC
By:
/s/ Robert J. Perret
Name:
Robert J. Perret
Title: Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION
By:
/s/ Robert J. Perret
Name:
Robert J. Perret
Title: Vice President
EXHIBIT 1
MORTGAGE LOAN SCHEDULE INFORMATION
The Mortgage Loan Schedule shall set forth the following
information with respect to each Mortgage Loan:
(a)
the city, state and zip code of the Mortgaged Property;
(b)
the property type;
(c)
the Mortgage Interest Rate;
(d)
the servicing fee rate;
(e)
the net mortgage interest rate;
(f)
the original term;
(g)
the maturity date;
(h)
the stated remaining term to maturity;
(i)
the original principal balance;
(j)
the first payment date;
(k)
the principal and interest payment in effect as of the Cut-off
Date;
(l)
the unpaid principal balance as of the Cut-off Date;
(m)
the loan-to-value ratio at origination;
(n)
the paid-through date;
(o)
the insurer of any primary mortgage insurance policy;
(p)
the gross margin;
(q)
the maximum Mortgage Interest Rate;
(r)
the minimum Mortgage Interest Rate;
(s)
the periodic rate cap;
(t)
the number of days delinquent, if any; and
(u)
the term for which the Mortgage Interest Rate is fixed.
Such schedule also shall set forth for all of the Mortgage
Loans,
the total number of Mortgage
Loans,
the total
of each of the amounts
described
under (i) and (l) above,
the weighted
average by
principal
balance as of the
Cut-off Date of each of the rates described under (c), (d) and (e)
above, and the weighted
average
remaining term
to maturity by unpaid principal balance as of the Cut-off Date.
Ex. 1-2
EXHIBIT 2
SCHEDULE OF LOST NOTES
EXHIBIT 3
REVISED October 20, 2006
APPENDIX
E - Standard & Poor's Predatory Lending Categories
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
Name of Anti-Predatory Lending Law/Effective
Category under Applicable
Date
Anti-Predatory Lending Law
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
Arkansas
Arkansas Home Loan Protection Act, Ark. Code
High Cost Home Loan
Ann. §§ 23-53-101 et seq.
Effective July 16, 2003
_____________________________________________________________________________________________________________________
Cleveland Heights, OH
Ordinance No. 72-2003 (PSH), Mun. Code §§
Covered Loan
757.01 et seq.
Effective June 2, 2003
_____________________________________________________________________________________________________________________
Colorado
Consumer Equity Protection, Colo. Stat. Ann. §§
Covered Loan
5-3.5-101 et seq.
Effective for covered loans offered or entered
into on or after January 1, 2003. Other
provisions of the Act took effect on June 7,
2002
_____________________________________________________________________________________________________________________
Connecticut
Connecticut Abusive Home Loan Lending Practices
High Cost Home Loan
Act, Conn. Gen. Stat. §§ 36a-746 et seq.
Effective October 1, 2001
_____________________________________________________________________________________________________________________
District of Columbia
Home Loan Protection Act, D.C. Code §§
Covered Loan
26-1151.01 et seq.
Effective for loans closed on or after January
28, 2003
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
Florida
Fair Lending Act, Fla. Stat. Ann. §§ 494.0078
High Cost Home Loan
et seq.
Effective October 2, 2002
_____________________________________________________________________________________________________________________
Georgia (Oct. 1, 2002 - Mar. 6,
Georgia Fair Lending Act, Ga. Code Ann. §§
High Cost Home Loan
2003)
7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
_____________________________________________________________________________________________________________________
Georgia as amended (Mar. 7, 2003
Georgia Fair Lending Act, Ga. Code Ann. §§
High Cost Home Loan
- current)
7-6A-1 et seq.
Effective for loans closed on or after March 7,
2003
_____________________________________________________________________________________________________________________
HOEPA Section 32
Home Ownership and Equity Protection Act of
High Cost Loan
1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and
226.34
Effective October 1, 1995, amendments October
1, 2002
_____________________________________________________________________________________________________________________
Illinois
High Risk Home Loan Act, Ill. Comp. Stat. tit.
High Risk Home Loan
815, §§ 137/5 et seq.
Effective January 1, 2004 (prior to this date,
regulations under Residential Mortgage License
Act effective from May 14, 2001)
_____________________________________________________________________________________________________________________
Indiana Home Loan Practices Act, Ind. Code Ann.
Indiana
§§ 24-9-1-1 et seq.
High Cost Home Loans
Effective January 1, 2005; amended by 2005 HB
1179, effective July 1, 2005
_____________________________________________________________________________________________________________________
Kansas
Consumer Credit Code, Kan. Stat. Ann. §§
High Loan to Value Consumer
16a-1-101 et seq.
Loan (id. § 16a-3-207) and;
Sections 16a-1-301 and 16a-3-207 became
effective April 14, 1999; Section 16a-3-308a
became effective July 1, 1999
_____________________________________________________________________________________________________________________
High APR Consumer Loan (id. §
16a-3-308a)
_____________________________________________________________________________________________________________________
Kentucky
2003 KY H.B. 287 - High Cost Home Loan Act, Ky.
High Cost Home Loan
Rev. Stat. §§ 360.100 et seq.
Effective June 24, 2003
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
Maine
Truth in Lending, Me. Rev. Stat. tit. 9-A, §§
High Rate High Fee Mortgage
8-101 et seq.
Effective September 29, 1995 and as amended
from time to time
_____________________________________________________________________________________________________________________
Massachusetts
Part 40 and Part 32, 209 C.M.R. §§ 32.00 et
High Cost Home Loan
seq. and 209 C.M.R. §§ 40.01 et seq.
Effective March 22, 2001 and amended from time
to time
_____________________________________________________________________________________________________________________
Nevada
Assembly Bill No. 284, Nev. Rev. Stat. §§
Home Loan
598D.010 et seq.
Effective October 1, 2003
_____________________________________________________________________________________________________________________
New Jersey
New Jersey Home Ownership Security Act of 2002,
High Cost Home Loan
N.J. Rev. Stat. §§ 46:10B-22 et seq.
Effective for loans closed on or after November
27, 2003
_____________________________________________________________________________________________________________________
New Mexico
Home Loan Protection Act, N.M. Rev. Stat. §§
High Cost Home Loan
58-21A-1 et seq.
Effective as of January 1, 2004; Revised as of
February 26, 2004
_____________________________________________________________________________________________________________________
New York
N.Y. Banking Law Article 6-l
High Cost Home Loan
Effective for applications made on or after
April 1, 2003
_____________________________________________________________________________________________________________________
North Carolina
Restrictions and Limitations on High Cost Home
High Cost Home Loan
Loans, N.C. Gen. Stat. §§ 24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003
(adding open-end lines of credit)
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
Ohio
H.B. 386 (codified in various sections of the
Covered Loan
Ohio Code), Ohio Rev. Code Ann. §§ 1349.25 et
seq.
Effective May 24, 2002
_____________________________________________________________________________________________________________________
Rhode Island
Rhode Island Home Loan Protection Act, R.I.
High Cost Home Loan
Gen. Laws §§ 34-25.2-1 et seq.
Effective
December 31, 2006
_____________________________________________________________________________________________________________________
Oklahoma
Consumer Credit Code (codified in various
Subsection 10 Mortgage
sections of Title 14A)
Effective July 1, 2000; amended effective
January 1, 2004
_____________________________________________________________________________________________________________________
South Carolina
South Carolina High Cost and Consumer Home
High Cost Home Loan
Loans Act, S.C. Code Ann. §§ 37-23-10 et seq.
Effective for loans taken on or after January
1, 2004
_____________________________________________________________________________________________________________________
Tennessee
Tennessee Home Loan Protection Act, Tenn. Code
High Cost Home Loan
Ann. §§ 45-20-101 et seq.
Effective January 1,
2007
_____________________________________________________________________________________________________________________
West Virginia
West Virginia Residential Mortgage Lender,
West Virginia Mortgage Loan
Broker and Servicer Act, W. Va. Code Ann. §§
Act Loan
31-17-1 et seq.
Effective June 5, 2002
_____________________________________________________________________________________________________________________
Standard & Poor's Covered Loan Categorization
_____________________________________________________________________________________________________________________
State/Jurisdiction
Name of Anti-Predatory Lending Law/Effective
Category under Applicable
Date
Anti-Predatory Lending Law
_____________________________________________________________________________________________________________________
Georgia (Oct. 1, 2002 - Mar. 6,
Georgia Fair Lending Act, Ga. Code Ann. §§
Covered Loan
2003)
7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
_____________________________________________________________________________________________________________________
_____________________________________________________________________________________________________________________
New Jersey
New Jersey Home Ownership Security Act of 2002,
Covered Home Loan
N.J. Rev. Stat. §§ 46:10B-22 et seq.
Effective November 27, 2003 - July 5, 2004
_____________________________________________________________________________________________________________________
Standard & Poor's Home Loan Categorization
_____________________________________________________________________________________________________________________
State/Jurisdiction
Name of Anti-Predatory Lending Law/Effective
Category under Applicable
Date
Anti-Predatory Lending Law
_____________________________________________________________________________________________________________________
Georgia (Oct. 1, 2002 - Mar. 6,
Georgia Fair Lending Act, Ga. Code Ann. §§
Home Loan
2003)
7-6A-1 et seq.
Effective October 1, 2002 - March 6, 2003
_____________________________________________________________________________________________________________________
New Jersey
New Jersey Home Ownership Security Act of 2002,
Home Loan
N.J. Rev. Stat. §§ 46:10B-22 et seq.
Effective for loans closed on or after November
27, 2003
_____________________________________________________________________________________________________________________
New Mexico
Home Loan Protection Act, N.M. Rev. Stat. §§
Home Loan
58-21A-1 et seq.
Effective as of January 1, 2004; Revised as of
February 26, 2004
_____________________________________________________________________________________________________________________
North Carolina
Restrictions and Limitations on High Cost Home
Consumer Home Loan
Loans, N.C. Gen. Stat. §§ 24-1.1E et seq.
Effective July 1, 2000; amended October 1, 2003
(adding open-end lines of credit)
_____________________________________________________________________________________________________________________
South Carolina
South Carolina High Cost and Consumer Home
Consumer Home Loan
Loans Act, S.C. Code Ann. §§ 37-23-10 et seq.
Effective for loans taken on or after January
1, 2004
_____________________________________________________________________________________________________________________
SCHEDULE A
MORTGAGE LOAN SCHEDULE
WMLT 2007-A
Number of Mortgage Loans
521
Total Original Principal Balance
$295,930,711.00
Total Principal Balance
$292,751,718.73
Mortgage Interest Rate
6.301%
Servicing Fee Rate
0.308%
Net Mortgage Interest Rate
5.981%
Wachovia
Capital
Markets,
LLC has
provided
this data
as an
accommodation.
By
accepting this data,
the recipient
agrees that Wachovia Capital
Markets,
LLC does not guarantee and makes no
representation
or warranty
whatsoever,
whether
express or implied,
including
without
limitation,
any warranties of
fitness for a particular purpose or merchantability,
with respect to this data or the accuracy,
currency
or
completeness
thereof.
By accepting this data,
the recipient
agrees that neither
Wachovia
Capital
Markets,
LLC, its
employees nor any of its
affiliates
shall have any liability to the recipient or any
other entity claiming by or through the recipient for any loss,
injury,
damages or expenses arising from
or
occasioned
by or through this data,
the reliance
thereon by the recipient or any other party or the
provision thereof by Wachovia Capital Markets, LLC.
This data is for your
information
only and is not an offer to sell or a solicitation of any offer to
buy
any
securities,
including any of the
securities
that may be mentioned in this data.
Wachovia
Capital
Markets,
LLC or its
affiliates
may
provide
advice
or may
from
time to time
acquire,
hold or sell
positions in any of the securities
that may be mentioned in this data,
either for its own account of for
the account of others.
Wachovia
Capital
Markets,
LLC is a subsidiary of Wachovia
Corporation and is a
member of the NYSE, the NASD and the SIPC.
Loan Number
Seller Loan Number
Property City
Property State
Property Zip
0080014102
0034184739
Charlotte
NC
28277
0080014285
0033611104
ATLANTA
GA
30342
0080014896
0003990592
SAN JOSE
CA
95129
0080014915
0004243573
ESCONDIDO
CA
92027
0080014921
0004260729
NORTHVILLE
MI
48167
0080014928
0004273517
STONE MOUNTAIN
GA
30083
0080014937
0004277681
OLNEY
MD
20832
0080014993
0004306697
WASHINGTON
DC
20009
0080015005
0004312663
LEESBURG
VA
20176
0080015013
0004313767
SAN DIEGO
CA
92101
0080015014
0004313796
FREMONT
CA
94536
0080015027
0004318681
SUNNYVALE
CA
94087
0080015034
0004320475
BOULDER CREEK
CA
95006
0080015038
0004321193
SANTA ANA
C
