EXECUTION COPY
WACHOVIA ASSET SECURITIZATION ISSUANCE, LLC,
as Purchaser,
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Seller and Servicer,
----------------------------------
MORTGAGE LOAN PURCHASE AGREEMENT
----------------------------------
Dated as of June 24, 2004
<PAGE>
TABLE OF CONTENTS
Page
ARTICLE I
DEFINITIONS
Section 1.1
Definitions........................................................1
Section 1.2 Other Definitional
Provisions......................................2
ARTICLE II
SALE OF MORTGAGE LOANS AND RELATED PROVISIONS
Section 2.1 Sale of Mortgage
Loans.............................................2
Section 2.2 Sale of Subsequent Mortgage
Loans..................................5
Section 2.3 Payment of Purchase
Price..........................................7
Section 2.4
Allocation.........................................................8
Section 2.5 Draws During the Rapid
Amortization Period.........................8
Section 2.6 Security
Interest..................................................8
ARTICLE III
REPRESENTATIONS AND WARRANTIES; REMEDIES FOR BREACH
Section 3.1 Representations and Warranties
of the Seller.......................9
ARTICLE IV
SELLER'S COVENANTS
Section 4.1 Covenants of the
Seller...........................................17
ARTICLE V
[RESERVED]
ARTICLE VI
LIMITATION OF LIABILITY
Section 6.1 Limitation on Liability of the
Seller.............................18
ARTICLE VII
TERMINATION
Section 7.1
Termination.......................................................18
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1
Amendment.........................................................18
Section 8.2 GOVERNING
LAW.....................................................18
Section 8.3
Notices...........................................................19
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TABLE OF CONTENTS
(continued)
Page
Section 8.4 Severability of
Provisions........................................20
Section 8.5 Relationship of
Parties...........................................20
Section 8.6
Counterparts......................................................20
Section 8.7 Further
Agreements................................................20
Section 8.8 Intention of the
Parties..........................................20
Section 8.9 Successors and Assigns;
Assignment of this Agreement..............21
Section
8.10Survival..........................................................21
Section 8.11Third-Party
Beneficiary...........................................21
EXHIBIT 1 MORTGAGE LOAN
SCHEDULE...........................................1-1
EXHIBIT 2 FORM OF SUBSEQUENT TRANSFER
AGREEMENT............................2-1
EXHIBIT 3 FORM OF ADDITION
NOTICE..........................................3-1
EXHIBIT 4 FORM OF INITIAL
CERTIFICATION....................................4-1
EXHIBIT 5 FORM OF FINAL
CERTIFICATION......................................5-1
EXHIBIT 6 Standard & Poor's
LEVELS(R)Glossary, Version 5.6
Revised, Appendix
E............................................6-1
-ii-
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This Mortgage
Loan Purchase
Agreement (this "Agreement"),
dated as of June 24, 2004, is made by and between Wachovia Bank, National
Association, as seller (in such capacity,
the "Seller") and as servicer (in such
capacity, the "Servicer"), and Wachovia Asset Securitization
Issuance, LLC, as
purchaser (the "Purchaser" or the
"Depositor").
WITNESSETH:
WHEREAS, the Seller,
in the ordinary
course of its
business
acquires and originates mortgage loans and acquired or originated
all of the
mortgage loans listed on the Mortgage Loan
Schedule attached as Exhibit 1 hereto
(the "Initial Mortgage Loans");
WHEREAS, the Seller
owns the Initial Mortgage Loans, the
Cut-Off Date Principal Balances and the Related Documents for the Initial
Mortgage Loans, including rights to (a) any
property acquired by foreclosure or
deed in lieu of foreclosure or otherwise,
and (b) the proceeds
of any insurance
policies covering the Initial Mortgage
Loans;
WHEREAS, the parties
hereto desire that:
(i) the Seller sell
the Cut-Off Date Principal Balances of the Initial Mortgage Loans to the
Purchaser on the Closing Date pursuant to
the terms of this
Agreement together
with the Related Documents, and all Additional Balances
relating to the Initial
Mortgage Loans created on or after the Cut-Off Date and prior to the Rapid
Amortization Period, (ii) the Seller may sell the applicable Cut-Off Date
Principal Balances of the Subsequent
Mortgage Loans to the
Purchaser on one or
more Subsequent Transfer Dates pursuant to the
terms of the related
Subsequent
Transfer Agreement and all Additional Balances relating to the Subsequent
Mortgage Loans created on or after the
applicable Subsequent
Cut-Off Date and
prior to the Rapid Amortization Period and (iii) the Seller make certain
representations and warranties on the Closing Date and on each Subsequent
Transfer Date as applicable;
WHEREAS, pursuant to
the terms of the Trust Agreement and the
applicable Subsequent Transfer Agreement, the Depositor will transfer the
Mortgage Loans and other Transferred
Property to the Issuer
and the Issuer will
issue the Certificates;
WHEREAS, pursuant to the terms of the Servicing Agreement, the
Servicer will service the Mortgage
Loans;
WHEREAS, pursuant to
the terms of the
Indenture, the
Issuer
will issue the Notes, secured by the Trust
Estate;
NOW, THEREFORE,
in consideration of the mutual covenants
herein contained, the parties hereto agree
as follows:
ARTICLE I
DEFINITIONS
Section 1.1 Definitions. For all purposes of this
Agreement, except
as otherwise expressly provided herein or
unless the context otherwise requires,
capitalized terms not otherwise defined herein
shall have the meanings assigned
to such terms in the definitions
contained in Appendix
A to the indenture dated
as of June 24, 2004 (the "Indenture"), among Wachovia Asset Securitization
Issuance, LLC 2004-HE1 Trust, a Delaware
statutory trust (the
"Issuer"), U.S.
Bank
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National Association, a national banking
association, as
indenture trustee (the
"Indenture Trustee") and Wachovia Bank,
National Association,
as paying agent
(the "Paying Agent"), which is incorporated by reference herein. All other
capitalized terms used herein shall have
the meanings specified herein.
Section 1.2 Other Definitional Provisions. All terms defined in this
Agreement (including those incorporated by reference)
shall have the
defined
meanings when used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined
therein.
As used in this
Agreement and in any
certificate or other
document
made or delivered pursuant hereto or thereto,
accounting
terms not defined
in
this Agreement or in any such
certificate
or other document, and accounting
terms partly defined in this Agreement or in any such certificate or other
document, to the extent not defined, shall
have the respective meanings given to
them under GAAP. To the extent that the
definitions of accounting terms in this
Agreement or in any such certificate or
other document are inconsistent with the
meanings of such terms under GAAP, the
definitions
contained in this
Agreement
or in any such certificate or other
document shall control.
The words "hereof," "herein," "hereunder" and words of similar
import
when used in this Agreement shall refer to this Agreement as a
whole and not to
any particular provision of this Agreement; Section and Exhibit references
contained in this Agreement are references to Sections and Exhibits in or
to
this Agreement unless otherwise specified; the term "including" shall mean
"including without limitation"; "or" shall include "and/or"; and the term
"proceeds" shall have the meaning ascribed
thereto in the UCC.
The definitions
contained in this
Agreement are
applicable to the
singular as well as the plural forms of
such terms and to the
masculine as well
as the feminine and neuter genders of such
terms.
Any agreement, instrument or statute defined or referred to herein
or
in any instrument or certificate delivered in connection
herewith means
such
agreement, instrument or statute as from time to time amended, modified or
supplemented and includes (in the case of
agreements or instruments) references
to all attachments thereto and instruments
incorporated therein; references to a
Person are also to its permitted successors
and assigns.
ARTICLE II
SALE OF MORTGAGE LOANS AND RELATED PROVISIONS
Section 2.1 Sale of Mortgage Loans.
(a) The Seller, by the execution and delivery of this Agreement,
does
hereby sell, transfer, assign, set over, and otherwise
convey to the Purchaser,
without recourse (except as expressly
provided herein), all
of its right, title
and interest, whether now owned or existing or
hereafter created,
arising, or
acquired, in, to and under the Initial
Transferred Property;
provided, however,
that the Purchaser does not assume the obligation under any Loan Agreement to
fund Draws by the Mortgagor thereunder or any other obligation
arising under or
related to the Related
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Documents, and the Purchaser shall not be obligated or permitted to fund
any
such Draws, it being agreed that the Seller
will retain the
obligation to fund
future Draws.
(b) The Initial Mortgage Loans, including the Cut-Off Date
Principal
Balances of such Initial Mortgage Loans, and all other related Initial
Transferred Property, shall be sold by the
Seller and purchased by the Purchaser
on the Closing Date. The Subsequent
Mortgage Loans,
including the Cut-Off
Date
Principal Balances of such Subsequent Mortgage Loans, and all other related
Subsequent Transferred Property, shall be sold by the Seller and
purchased by
the Purchaser on the related Subsequent
Transfer Date.
Additional Balances
and
the related Transferred Property arising after the Cut-Off Date or related
Subsequent Cut-Off Date, as applicable, through and including the date
immediately preceding the commencement of
the Rapid Amortization Period shall be
sold by the Seller and purchased by the Purchaser on the later of the
Closing
Date (or with respect to Subsequent
Mortgage Loans,
the applicable
Subsequent
Transfer Date) and the date of creation of
such Additional Balance.
(c) In connection
with the conveyance by the Seller of the
Initial
Mortgage Loans and any Subsequent
Mortgage Loans, the
Seller further agrees, at
its own expense, on or prior to the Closing
Date with respect to the Cut-Off
Date Principal Balances of the Initial
Mortgage Loans and on or prior to the
related Subsequent Cut-Off Date in the case
of any Subsequent Mortgage Loans, to
indicate in its books and records that the
Initial Mortgage Loans have been sold
to the Purchaser pursuant to this
Agreement, and, in the
case of the Subsequent
Mortgage Loans, pursuant to the related
Subsequent
Transfer Agreement and to
deliver to the Purchaser true and complete lists of all of the Mortgage
Loans
specifying for each Mortgage Loan the
information contained in the Mortgage Loan
Schedule. The Mortgage Loan Schedule shall be marked as Exhibit 1 to this
Agreement and is hereby incorporated into
and made a part of this Agreement.
(d) In connection
with the conveyance by the Seller of the
Initial
Mortgage Loans and any Subsequent
Mortgage Loans, the
Seller shall on behalf of
the Purchaser deliver to and deposit
with the Servicer prior to the Closing
Date, in the case of an Initial Mortgage Loan, and prior to the related
Subsequent Transfer Date, in the case of a Subsequent Mortgage Loan, with
respect to (i) below, or within 90 days of the
Closing Date in the case of an
Initial Mortgage Loan, and, 90 days of the
related Subsequent
Transfer Date, in
the case of a Subsequent Mortgage Loan, with respect to
(ii) through (v) below,
the following documents or instruments with
respect to each Mortgage Loan:
(i) the original
Loan Agreement endorsed or assigned without
recourse in blank (which endorsement shall contain either
an original signature
or a facsimile signature of an authorized officer of the Seller and which
assignment may be included in one or more
blanket assignments
if permitted by
applicable law) or, with respect to any
Mortgage Loan as to
which the original
Loan Agreement has been permanently lost or
destroyed and has not been replaced,
a Lost Note Affidavit; provided that any such
endorsement or
assignment may be
completed after the Closing Date or
Subsequent Transfer Date, as applicable, so
long as such endorsement or assignment is
completed prior to the earlier of (A)
90 days after the Closing Date or
Subsequent Transfer
Date, as applicable,
and
(B) the date on which the Servicer is required to prepare the Assignments of
Mortgage pursuant to Section 3.17 of the
Servicing Agreement;
(ii) the original
Mortgage with evidence
of recording
thereon,
or, if the original
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Mortgage has not yet been returned from the
public recording
office, a copy of
the original Mortgage certified by the Seller that such
Mortgage has been sent
for recording, or a county certified copy of such Mortgage in the event the
recording office keeps the original or if
the original is lost;
(iii) originals of any
intervening
assignments of the
Mortgage
from the originator to the Seller,
with evidence of
recording thereon,
or, if
the original of any such intervening assignment has not yet been
returned from
the public recording office, a copy of such original
intervening
assignment
certified by the Seller that such original
intervening assignment
has been sent
for recording; and
(iv) a true and correct copy of each assumption, modification,
consolidation or substitution agreement, if
any, relating to such Mortgage Loan;
Within 90 days
following delivery of
the Mortgage Files to
the
Servicer pursuant to the preceding paragraph, the Servicer shall review the
Mortgage Files and deliver to the Indenture
Trustee and the
Enhancer an initial
certification in the form attached hereto as
Exhibit 4 evidencing the status of
the completeness of the Mortgage Files. If, in the course of such review,
a
material defect in any Mortgage File is
discovered
which may materially and
adversely affect the value of the related
Mortgage Loan, or the interests of the
Indenture Trustee (as pledgee of the
Mortgage Loans), the Noteholders, the
Enhancer or the Certificateholders, including the Seller's
failure to deliver
any document required to be delivered to
the Servicer on behalf of the Indenture
Trustee, the Seller shall cure such defect,
repurchase the related Mortgage Loan
at the Repurchase Price or substitute an
Eligible Substitute
Loan therefor upon
the same terms and conditions set forth in Section 3.1 hereof
for breaches of
representations and warranties as to the
Mortgage Loans.
Upon receipt of all
documents required to be included in the
Mortgage Files and no later than within one year of the Closing Date, the
Servicer shall deliver to the Indenture Trustee and the Enhancer a final
certification in the form attached hereto as Exhibit 5 evidencing the
completeness of the Mortgage Files.
The Seller on behalf of the Purchaser will deliver the original
Loan Agreements to the Servicer,
endorsed or assigned
in blank, to effect
the
transfer to the Purchaser of the Loan
Agreements and all
related Mortgages
and
Related Documents. Concurrently herewith, the Purchaser has
contracted to sell
the Mortgage Loans to the Issuer, and the Issuer, in turn, has Granted its
right, title and interest in the Mortgage
Loans and other Transferred Property
constituting the Trust Estate to the
Indenture Trustee to secure payments on the
Notes. To avoid the unnecessary expense and administrative inconvenience
associated with the execution and recording
of multiple assignment
documents,
the Seller may execute one or more
assignments of mortgages naming the Indenture
Trustee as assignee. Notwithstanding the fact that assignments of mortgages
naming the Indenture Trustee as assignee have not been
prepared and
delivered,
the parties hereto acknowledge and agree that the Mortgage Loans
shall for all
purposes be deemed to have been
transferred
from the Seller to the
Purchaser,
from the Purchaser to the Issuer, and from
the Issuer to the Indenture Trustee.
In instances
where
an original Mortgage or any original
intervening assignment of Mortgage was not, in accordance with clause (iii)
above, delivered by the Seller to the
Servicer, as provided
above, the Seller
will deliver or cause to be delivered the
originals or certified
copies of such
documents to the Servicer promptly upon receipt thereof. If an Assignment of
Mortgage is
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required to be prepared under Section 3.17 of the Servicing Agreement, the
Seller will promptly execute such Assignment of Mortgage upon request of
the
Servicer.
Upon sale of the Initial Mortgage Loans, the ownership of each
related Loan Agreement (subject to the
proviso in Section 2.1(a)), each related
Mortgage and the contents of the related
Mortgage File shall be vested in the
Purchaser and the ownership of all records and
documents with respect to the
Mortgage Loans that are prepared by or that come into the
possession
of the
Seller, as the seller of the Mortgage Loans
hereunder, or by the
Servicer under
the Servicing Agreement shall immediately vest in the Purchaser,
and shall be
retained and maintained in trust by the
Servicer at the will of the Purchaser,
in such custodial capacity only; provided, however, that if Wachovia is no
longer the Servicer under the Servicing Agreement, any records and documents
that come into the possession of the Seller shall be
promptly delivered to
the
Servicer. The Seller's records will
accurately reflect the sale of the Mortgage
Loans by it to the Purchaser.
The Purchaser hereby
acknowledges
its acceptance of all
right,
title and interest to the property conveyed
to it pursuant to this Section 2.1.
Section 2.2 Sale of Subsequent Mortgage Loans.
(a) Subject to the conditions set forth in paragraphs (b) and
(c)
below (the satisfaction of which (other than the conditions specified in
paragraphs (b)(i), (b)(ii) and (b)(iii)) shall be evidenced by an Officer's
Certificate of the Seller dated the date of the related Subsequent Transfer
Date), in consideration of the Purchaser's payment of the purchase price
provided for in Section 2.3 on one or more
Subsequent Transfer Dates, the Seller
may, on the related Subsequent Transfer
Date, sell, transfer,
assign, set over
and convey to the Purchaser without recourse (except as expressly provided
herein), all of the right, title and
interest of the Seller whether now owned or
existing or hereafter created, arising, or acquired, in, to and under the
Subsequent Transferred Property;
provided, however,
that the Purchaser does not
assume the obligation under any Loan Agreement to fund Draws by the
Mortgagor
thereunder or any other obligation arising under or related to the Related
Documents, and the Purchaser shall not be obligated or permitted to fund
any
such Draws, it being agreed that the Seller
will retain the
obligation to fund
future Draws. Any transfer to the Purchaser
by the Seller of Subsequent Mortgage
Loans shall be absolute, and is intended by the Purchaser and the Seller to
constitute and to be treated as a sale of
such Subsequent
Mortgage Loans by the
Seller to the Purchaser.
The Purchaser on each Subsequent Transfer Date shall
acknowledge,
by execution of the related Subsequent
Transfer Agreement, its acceptance of all
right, title and interest to the related
Subsequent
Mortgage Loans and other
property, existing on the Subsequent Transfer Date and thereafter created,
conveyed to it pursuant to this Section
2.2.
The Purchaser
shall be entitled to all scheduled principal
payments due on and after each Subsequent Cut-Off Date, all other payments of
principal due and collected on and after each
Subsequent
Cut-Off Date, all
payments of interest on any related
Subsequent
Mortgage Loans due on or after
the related Subsequent Cut-Off Date, all interest
accruing thereon, all
monies
due or to become due thereon and all
collections in respect thereof received on
or after the Subsequent Cut-Off Date.
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Upon sale of the Subsequent Mortgage Loans, the ownership of
each
related Loan Agreement (subject to the
proviso in Section 2.1(a)), each related
Mortgage and the contents of the related
Mortgage File shall be vested in the
Purchaser and the ownership of all records and
documents with respect to the
Subsequent Mortgage Loans that are prepared
by or that come into the possession
of the Seller, as the seller of the Subsequent Mortgage Loans, or by the
Servicer under the Servicing Agreement shall immediately vest
in the Purchaser,
and shall be retained and maintained in
trust by the Servicer at the will of the
Purchaser, in such custodial capacity only;
provided, however,
that if Wachovia
is no longer the Servicer under the Servicing Agreement, any records and
documents that come into the possession of the Seller shall be promptly
delivered to the Servicer. The Seller's
records will accurately reflect the sale
of the Subsequent Mortgage Loans by it to
the Purchaser.
(b) The Seller may transfer to the Purchaser, Subsequent
Mortgage
Loans and the other property and rights related thereto described in Section
2.2(a), and the Purchaser shall pay for such Subsequent
Mortgage Loans,
only
upon the satisfaction of each of the following conditions on or prior to the
related Subsequent Transfer Date:
(i) the Seller shall have provided the Indenture Trustee, the
Issuer, the Purchaser, Rating Agencies and the Enhancer
with a timely Addition
Notice substantially in the form of Exhibit 3, which
notice shall be given
no
later than seven Business Days prior to the related
Subsequent
Transfer Date,
and shall designate the Subsequent Mortgage Loans to be sold to the
Purchaser
and the aggregate Principal Balance of such
Subsequent Mortgage Loans as of the
related Subsequent Cut-Off Date;
(ii) the Seller
shall have delivered to the Purchaser, the
Indenture Trustee and the Enhancer a duly
executed Subsequent Transfer Agreement
substantially in the form of Exhibit 2, (A)
confirming the satisfaction of each
condition precedent and making the representations specified in this Section
2.2(b) and in the related Subsequent Transfer Agreement and (B) including a
Mortgage Loan Schedule listing the
Subsequent Mortgage Loans;
(iii) as of each
Subsequent
Transfer Date, as evidenced by
delivery to the Indenture Trustee of the Subsequent
Transfer Agreement in the
form of Exhibit 2, the Seller shall not be insolvent, made insolvent by such
transfer or aware of any pending
insolvency;
(iv) such sale and
transfer shall not result in a material
adverse tax consequence to the Purchaser or the Issuer or
due to any action or
inaction on the part of the Seller, to the
Securityholders or the Enhancer;
(v) the Revolving Period shall not have terminated; and
(vi) the Enhancer
and each Rating
Agency (each, an "Approval
Party") shall have approved the sale of the
Subsequent
Mortgage Loans (which
approval shall not be unreasonably withheld) within five (5) Business Days
of
receipt of an electronic file containing the information regarding the
Subsequent Mortgage Loans that was
delivered to each Approval Party prior to the
Closing Date with respect to the Initial
Mortgage Loans;
provided, that if an
Approval Party shall not have notified the
respective
Seller within such
five
(5) Business Days that such Approval Party does not so approve,
such sale of
Subsequent Mortgage Loans shall be deemed
approved by such Approval Party.
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The obligation of the Purchaser to purchase a Subsequent
Mortgage
Loan on any Subsequent Transfer Date is
subject to the following conditions: (i)
each such Subsequent Mortgage Loan must satisfy the representations and
warranties specified in the related Subsequent Transfer Agreement and this
Agreement; (ii) the Seller has not selected
such Subsequent Mortgage Loans in a
manner that it reasonably believes is adverse to the interests of the
Noteholders or the Enhancer; and (iii) as
of the related Subsequent Cut-Off Date
each Subsequent Mortgage Loan will satisfy the following
criteria: (A) such
Subsequent Mortgage Loan may not be 30 or
more days contractually delinquent as
of the related Subsequent Cut-Off Date; (B)
the original stated term to maturity
of such Subsequent Mortgage Loan will not
exceed 480 months; (C) such Subsequent
Mortgage Loan must have an outstanding
Principal Balance of
at least $1,000 and
no more than $1,000,000 as of the related
Subsequent
Cut-Off Date; (D) such
Subsequent Mortgage Loan will be underwritten
substantially in
accordance with
the criteria set forth under " Description
of the Mortgage Loans
- Underwriting
Standards" in the Prospectus Supplement;
(E) such Subsequent Mortgage Loan shall
not provide for negative amortization; and (F) following the purchase of the
Subsequent Mortgage Loan by the issuer, the
Mortgage Loans must have a weighted
average loan margin, a weighted average remaining term to maturity and a
weighted average CLTV Ratio at origination,
as of each
respective
Subsequent
Cut-Off Date, which would not vary
materially from the Initial Mortgage Loans.
(c) Within five
Business Days after each Subsequent Transfer
Date, the Seller shall deliver to the Purchaser, the Rating Agencies, the
Indenture Trustee and the Enhancer a copy of the Mortgage Loan Schedule
reflecting the Subsequent Mortgage Loans in
electronic format.
Section 2.3 Payment of Purchase Price.
(a) The purchase
price (the
"Purchase Price") for the Initial
Mortgage Loans and the related Initial Transferred Property to be paid by the
Purchaser to the Seller on the Closing Date shall be an amount equal to
one-hundred percent (100%) of the related
Cut-Off Date Principal
Balances. The
Purchase Price paid for any Subsequent
Mortgage Loans and related Subsequent
Transferred Property to be paid by the
Purchaser to the Seller on any Subsequent
Transfer Date shall be one-hundred
percent (100%) of the related Cut-Off Date
Principal Balances thereof (as identified
on the Mortgage Loan Schedule attached
to the related Subsequent Transfer Agreement provided by the Seller).
In the
case of each Additional Balance and the related Transferred Property sold
hereunder created on or after the Cut-Off
Date or any Subsequent
Cut-Off Date,
as applicable, and prior to the commencement of
the Rapid Amortization
Period,
the Purchase Price thereof shall be 100% of
the principal amount
of the related
Draw under the related Loan Agreement on the later of the Closing Date
or any
Subsequent Cut-Off Date, as applicable, and the date of the creation of
such
Additional Balance, adjusted to reflect such factors as the Seller and the
Purchaser mutually agree will result in a
purchase price
determined to be
the
fair market value of such Additional Balance and the related Transferred
Property.
(b) In consideration
of the sale of the
Initial 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 amount specified above in paragraph (a) for the
Initial Mortgage
Loans and the related Transferred
Property. In
consideration of the sale of any
Subsequent Mortgage Loan and the related
Transferred
Property by the Seller
to
the Purchaser on any Subsequent
Transfer Date, the Purchaser shall pay to the
Seller by wire transfer of immediately available funds to a bank
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account designated by the Seller,
the amount
specified above in
paragraph (a)
for the applicable Subsequent Mortgage Loans and the related Transferred
Property.
(c) [Reserved]
(d) With respect to each Additional Balance transferred
hereunder
with respect to any Mortgage Loan,
the Purchaser
shall pay or cause to
be paid
to the Seller or its designee the Purchase Price specified above for such
Additional Balance and the related
Transferred
Property in cash on
the Payment
Date in the calendar month immediately following the calendar
month in which
such Additional Balance was created.
(e) The Seller shall have no obligation to sell any Transferred
Property to the Purchaser if the Seller is
not paid the purchase
price for such
Transferred Property as provided
herein.
Section 2.4 Allocation. Except with respect to Liquidation
Loss
Amounts and Subsequent Recovery Amounts, the Seller, the Servicer, and the
Purchaser agree that all collections on the
Mortgage Loans will be allocated and
applied as provided by the terms of the
related Loan Agreements or by applicable
law. Except with respect to Liquidation
Loss Amounts and
Subsequent
Recovery
Amounts, if the Loan Agreement or applicable
law does not specify a
method of
allocation and application for particular
collections, such collections shall be
allocated and applied (i) first to interest, pro rata (based on the amounts
coming due on such date) among the amounts coming due on such date) and
(ii)
then to principal, in the order of the
dates on which such amounts for principal
were first incurred or, in the case of Promotional Advances, first to
Promotional Advances. If, as a result of the
provisions
of this Section
2.4,
collections are allocated to Excluded Draws, such collections shall not be
property of the Purchaser or its assignees and
shall be paid by the Servicer to
the Seller as provided in Section 2.5.
Liquidation
Loss Amounts and
Subsequent
Recovery Amounts shall be allocated as provided in
the definition of
Excluded
Amount.
Section 2.5 Draws During the Rapid Amortization Period. During
the Rapid Amortization Period, any Excluded Draw shall
not be deemed Additional
Balances, and the ownership of such Excluded Draws shall be retained by the
Seller except as provided herein. Payments
and collections allocable pursuant to
Section 2.4 to an Excluded Draw shall not be deposited into the Custodial
Account, the Distribution Account or the Note Payment
Account, and shall be
distributed by the Servicer to the Seller no less
frequently
than monthly in
accordance with reasonable instructions
provided by the Seller.
Section 2.6 Security Interest. (a) The parties hereto intend
that
the transactions set forth herein and in
the Subsequent Transfer Agreements each
constitute a sale by the Seller to the
Purchaser of all the Seller's right,
title and interest in and to the Mortgage Loans and the other Transferred
Property, including for accounting
purposes, and not a secured borrowing. In the
event the transactions set forth herein or
in any Subsequent
Transfer Agreement
are deemed not to be a sale, the Seller hereby grants to the Purchaser a
security interest in the Transferred Property to secure all of the Seller's
obligations hereunder, and this Agreement shall and hereby does constitute a
security agreement under applicable law. The Seller agrees
to take or cause to
be taken such actions and to execute such documents, including without
limitation the authorization and filing of any continuation statements with
respect to the UCC financing statements
filed with respect to the Mortgage Loans
by the Purchaser on the Closing Date, if any, and any amendments thereto
required
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to reflect a change in the name or
corporate structure of the Seller or the
filing of any additional UCC financing statements due to the change in the
principal office or jurisdiction of
organization of the Seller as are necessary
to perfect and protect the Purchaser's and its assignee's interests in the
Transferred Property. The Seller shall file
any such continuation
statements or
amendments on a timely basis.
(b) To the extent that
the Seller retains
any interest in the
Transferred Property, the Seller hereby grants to the
Indenture Trustee for the
benefit of the Noteholders a security
interest in the Transferred Property, to
secure the performance of all of the
obligations
of the Seller
hereunder and
under the other Basic Documents. With respect to this security
interest, the
Indenture Trustee shall have all of the rights that
it has under the Indenture
and the Basic Documents and all of the rights of
a secured creditor
under the
UCC.
ARTICLE III
REPRESENTATIONS AND WARRANTIES;
REMEDIES FOR BREACH
Section 3.1
Representations and
Warranties of the
Seller. The
Seller represents and warrants to the
Purchaser, as of the
Closing Date or, as
applicable, as of each Subsequent Transfer Date (or if otherwise specified
below, as of the date so specified):
(a) As to the Seller:
(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 each Subsequent
Transfer Agreement to which it is a party and all of the transactions
contemplated under this Agreement and each
such Subsequent
Transfer
Agreement,
and has taken all necessary corporate action to authorize the execution,
delivery and performance of this Agreement and each such
Subsequent
Transfer
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 Agreement or each such
Subsequent
Transfer 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 and any
Subsequent Transfer Agreement to which it is a party
by the Seller and its
performance and compliance with the terms of this Agreement and each such
Subsequent Transfer 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,
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<PAGE>
any material contract, agreement or other instrument to which the Seller is
a
party or which may be applicable to the
Seller or any of its assets;
(v) There are no pending or, to the best of the Seller's
knowledge, threatened, actions, suits,
proceedings or investigations before any
court, tribunal, administrative agency,
arbitrator or governmental body 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, the Basic Documents to which it is a party or (C) the
transactions contemplated by this
Agreement;
(vi) This Agreement
and each Subsequent
Transfer Agreement to
which it is a party 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, as they may be applied in the context of the
insolvency of a national banking
association,
and by general equity
principles
(regardless of whether such enforcement is considered in a
proceeding in equity
or at law), and by public policy
considerations
underlying the securities laws,
to the extent that such public policy
considerations limit the enforceability of
the provisions of this Agreement which
purport to provide
indemnification
from
liabilities under applicable securities
laws;
(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
Initial Mortgage Loans, including the Cut-Off Date Principal Balances now
existing and all Additional Balances
thereafter arising to and including the day
immediately preceding the Rapid
Amortization Period, all monies due or to become
due with respect thereto, and all proceeds of such Cut-Off Date Principal
Balances with respect to the Initial
Mortgage Loans; and
this Agreement and the
related Subsequent Transfer Agreement, when executed and delivered, will
constitute a valid transfer and assignment
to the Purchaser of all right, title
and interest of the Seller in and to the
Subsequent Mortgage
Loans, including
the Cut-Off Date Principal Balances of the
Subsequent Mortgage Loans, all monies
due or to become due with respect thereto,
and all proceeds of such Cut-Off Date
Principal Balances and nothing has been done
by the Seller to impair the rights
of the Purchaser, the Trustee, the Paying Agent, the Enhancer or the
Securityholders with respect thereto;
and
(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,
municipal or 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.
(b) As to each Initial Mortgage Loan (except as otherwise
specified below) as of the Closing Date, or
as to each Subsequent
Mortgage Loan
(except as otherwise specified below) as of the related
Subsequent
Transfer
Date:
(i)
The information pertaining to each Mortgage Loan set forth in
the Mortgage Loan Schedule delivered by the Seller was true
and correct in all
material respects as of the date or dates
respecting which such
information is
initially furnished;
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<PAGE>
(ii) Each Mortgaged Property is improved by a residential
dwelling, which, to the best of the Seller's
knowledge,
does not constitute
property other than real property under
state law;
(iii) Each
Mortgage Loan is being serviced by the Seller and
there was only one originally executed Loan
Agreement not stamped as a duplicate
copy with respect to each such Mortgage
Loan;
(iv) The Loan
Agreement with respect to each Mortgage Loan bears
an adjustable Loan Rate;
(v) Immediately
prior to the
transfer and assignment herein
contemplated or under the related
Subsequent Transfer Agreement, as applicable,
the Seller held good and indefeasible
title to, and was the
sole owner of, each
Mortgage Loan conveyed by the Seller
subject to no liens
(other than, with
respect to any Mortgage Loan in a (A) second lien position, the lien of the
related first mortgage and (B) third lien position, the lien of the related
first mortgage and the related second mortgage), charges, mortgages,
encumbrances or rights of others or other
liens which will not be released
simultaneously with such transfer and assignment and has full right and
authority, under all governmental and
regulatory bodies having jurisdiction over
the ownership of the applicable Mortgage Loans to sell and assign the same
pursuant to this Agreement or the related
Subsequent
Transfer Agreement, as
applicable;
(vi) To the best of the Seller's knowledge, there is no
delinquent recording or other tax or fee or
assessment
lien on any
Mortgaged
Property, and each Mortgaged Property is
free of material damage and is in good
repair;
(vii) No Mortgage
Loan is subject
to any right of
rescission,
valid set-off, counterclaim or defense,
including the defense of usury, nor will
the operation of any of the terms of the
Loan Agreement or the Mortgage relating
to any Mortgage Loan, or the exercise of any right
thereunder,
render either
such Loan Agreement or such Mortgage unenforceable in whole or in part, or
subject to any right of rescission,
set-off, counterclaim
or defense, including
the defense of usury, and no such right of
rescission, set-off,
counterclaim or
defense has been asserted with respect
thereto;
(viii) To the best of the Seller's knowledge, each Mortgage Loan
at the time it was made and the related
Loan Agreement
complied in all material
respects with applicable local, state and federal laws,
including,
without
limitation, usury, equal credit opportunity, disclosure, recording and all
applicable anti-predatory lending laws;
(ix) A policy
of hazard insurance and flood insurance, if
applicable, was required from the Mortgagor for the Mortgage Loan when the
Mortgage Loan was originated;
(x) Each Mortgage
Loan and each Loan
Agreement is the legal,
valid and binding obligation of the maker thereof and is enforceable in
accordance with its terms, except only as such enforcement may be limited by
bankruptcy, insolvency, reorganization, moratorium or other similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity (whether considered in a proceeding or
action in equity or
at law);
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<PAGE>
(xi) No Mortgage Loan is subject to the Home Ownership and
Equity
Protection Act of 1994. Furthermore, no Mortgage Loan either currently
has, or
in the future will have, single premium life provisions as part of the Loan
Agreement;
(xii) Each Initial
Mortgage Loan has an
associated
CLTV of no
higher than 100%;
(xiii) There is no proceeding pending or threatened for the
total
or partial condemnation of the Mortgaged Property, nor is such a proceeding
currently occurring;
(xiv) The related Loan
Agreement is not and has not been secured
by any collateral, pledged account or other security except the lien of the
corresponding Mortgage;
(xv) With respect to each Initial Mortgage Loan and Subsequent
Mortgage Loan, as applicable, the related
Mortgage File contains or will contain
each of the documents and instruments
specified to be included therein;
(xvi) With
respect to each Mortgage Loan that is not a first
mortgage loan, either (i) no consent for the
Mortgage Loan is
required by the
holder or holders of the related prior
lien, (ii) such consent has been obtained
and is contained in the related Mortgage File or (iii) no consent for the
Mortgage Loan was required by relevant
law;
(xvii) The Mortgaged
Property is located in the state identified
in the Mortgage Loan Schedule and consists of a single
parcel of real property
with a residential dwelling erected
thereon;
(xviii) The related Mortgage contains customary and enforceable
(subject to clause (x)) provisions which render the rights and
remedies of the
holder thereof adequate for the realization
against the Mortgaged
Property of
the benefits of the security, including, (i) in the case of a Mortgage
designated as a deed of trust, by trustee's
sale, and (ii) otherwise by judicial
foreclosure. There is no homestead or other
exemption available to the Mortgagor
which would materially interfere with the right to sell
the Mortgaged
Property
at a trustee's sale or the right to
foreclose the Mortgage;
(xix) To the best of the Seller's knowledge, there is no
default,
breach, violation or event of acceleration existing under the Mortgage or
the
related Loan Agreement and no event which, with the passage of time or
with
notice and the expiration of any grace or cure period, would constitute a
default, breach, violation or event of acceleration; and the Seller has not
waived any default, breach, violation or
event of acceleration;
(xx) At origination, each Initial Mortgage Loan has a draw
period
of not less than 36 months;
(xxi) The Loan
Agreement with respect
to each Initial
Mortgage
Loan bears an adjustable Loan Rate with an index plus a
margin that
equals a
rate per annum of no less than Prime minus
2.25%;
(xxii) To the
best of the Seller's knowledge, there are no
mechanics' or similar liens or claims which have been
filed for work, labor
or
material affecting the related Mortgaged Property which are, or may be liens
prior or equal to the lien of the
related
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<PAGE>
Mortgage, except liens which are fully insured against by a title insurance
policy referred to in clause (xxiv)
below;
(xxiii) As of the Cut-Off Date or the related Subsequent Cut-Off
Date, as applicable, no Mortgage Loan was 30 days or
more delinquent in payment
of principal or interest or the subject of
a bankruptcy proceeding;
(xxiv) A title search or other assurance of title customary in
the relevant jurisdiction was obtained with
respect to each Mortgage Loan;
(xxv) Each original
Mortgage was recorded,
and all subsequent
assignments of the original Mortgage required to be delivered to the
Servicer
pursuant to Section 2.1 have been recorded in the appropriate jurisdictions
wherein such recordation is necessary to
perfect the lien thereof (or are in the
process of being recorded in accordance
with local law);
(xxvi) The Seller has not transferred the Mortgage Loans to the
Purchaser with any intent to hinder, delay
or defraud any of its creditors;
(xxvii) No selection procedure reasonably believed by the
Seller
to be adverse to the interests of the
Securityholders was
utilized in selecting
the Mortgage Loans;
(xxviii) The Minimum Monthly Payment with respect to any
Mortgage
Loan is not less than the interest
accrued at the
applicable
Loan Rate on the
average daily Principal Balance during the interest period
relating to the date
on which such Minimum Monthly Payment is
due;
(xxix) The
Seller has not received a notice of default of
any
senior mortgage loan related to a Mortgaged
Property which has not been cured by
a party other than the Seller;
(xxx) No instrument
of release or waiver
has been executed
in
connection with the Mortgage Loans, and no
Mortgagor has been released, in whole
or in part, from its obligations in
connection therewith;
(xxxi) Each Mortgage
Loan has been
originated by the
Seller in
compliance in all material respects with the Seller's internal underwriting
policies as in effect on the date of
origination of such Mortgage Loan;
(xxxii) Other than provisions relating to "promotional Finance
Charges" and "promotional advances," as each such term is used in the
related
Loan Agreements, or any similar terms used in any of the related Loan
Agreements, there are no provisions in any of
the related Loan
Agreements that
would interfere with the allocation
provisions of the second sentence of Section
2.4;
(xxxiii) No
"promotional
advances," as such term is used in the
related Loan Agreements or any other similar type of advance that would be
entitled to an allocation of payment other
than by application in
chronological
order (except with respect to Liquidation
Loss
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<PAGE>
Amounts and Subsequent Recovery Amounts) will be extended
under any Mortgage
Loan after the date on which the Rapid
Amortization Period commences;
(xxxiv) None of the Loan Agreements that constitute or evidence
the Mortgage Loans has any marks or notations
indicating
that they have
been
pledged, assigned or otherwise conveyed to
any Person other than the Purchaser;
(xxxv) No Mortgage
Loan is a "high cost loan" or "covered loan"
as applicable (as such terms are defined in Standard & Poor's LEVELS(R)
Glossary, Version 5.6 Revised, Appendix E,
attached hereto as Exhibit 6) and no
Mortgage Loan originated on or after October 1, 2002
through March 6, 2003 is
governed by the Georgia Fair Lending
Act";
(xxxvi) Reserved;
(xxxvii) As of the Cut-Off Date, the minimum CLTV of a Mortgage
Loan is 4.00%, the highest CLTV of a Mortgage
Loan is 100.00% and
the weighted
average CLTV for the Mortgage Loans is
approximately 77.34%;
(xxxviii) As of the
Cut-Off Date, no more than approximately
16.00% of the Mortgage Loans, by Cut-Off
Date Principal Balance, are secured by
Mortgaged Properties which may have been
appraised using a statistical property
evaluation method provided by CASA(R);
(xxxix) As of the Cut-Off Date, no more than approximately
7.00%
of the Mortgage Loans, by Cut-Off Date Principal Balance, are secured by
Mortgaged Properties which may have been
appraised using a statistical property
evaluation method provided by vendors other
than CASA;
(xl) As of the Cut-Off Date, the Loan Rates on the Mortgage
Loans
range between 1.750% per annum and 8.750%
per annum. As of the Cut-Off Date, the
weighted average Loan Rate for the Mortgage
Loans is approximately
4.094% per
annum;
(xli) As of the Cut-Off Date, no more than approximately
20.44%,
20.39%, 13.98%, 12.14% and 10.37% of the Mortgage Loans, by Cut-Off Date
Principal Balance, are secured by Mortgaged
Properties located in the states of
New Jersey, Florida, Pennsylvania, North
Carolina and Virginia, respectively;
(xlii) (A) Each Mortgaged Property consists of a single parcel
of
real property with a single family or
multi-family residence erected thereon, or
an individual condominium unit or
agricultural property with a residence erected
thereon. (B) With respect to the Mortgage
Loans, (a)
approximately
4.13% (by
Cut-Off Date Principal Balance) are secured by real property improved by
individual condominium units, (b) approximately 91.64% (by Cut-Off Date
Principal Balance) are secured by real
property with a single family residence
erected thereon, (c) approximately 4.13%
(by Cut-Off Date Principal Balance) are
secured by real property with a
multi-family residence
erected thereon and
(d)
approximately 0.10% are secured by agricultural property with a residence
thereon;
(xliii) As of the Cut-Off Date, (i) no more than approximately
59.78% of the Mortgage Loans, by Cut-Off
Date Principal Balance, are secured by
second liens and (ii) no
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<PAGE>
more than approximately 1.29% of the Mortgage Loans, by
Cut-Off Date Principal
Balance, are secured by third liens; (xliv)
As of the Cut-Off Date, no Mortgage
Loan had a Principal Balance less than $4,990.30 and no Mortgage Loan had a
Principal Balance in excess of
$2,109,753.00;
(xlv) Each Mortgage Loan has been serviced since its origination
in compliance with all applicable federal,
state and local laws;
(xlvi) No Mortgage Loan is scheduled to mature later than May
20,
2044;
(xlvii) Each
Mortgage
Loan
contains a provision for the
acceleration of payment of the unpaid
Principal Balance of
the related Mortgage
Loan in the event that the property securing such Mortgage Loan is sold or
transferred without the prior written
consent of the Mortgagee thereunder;
(xlviii) As of the Cut-Off Date, no Mortgagor was the subject
of
any bankruptcy proceedings;
(xlix) None of the Mortgage Loans were originated in the States
of Maine or Nevada;
(l) No Mortgage Loan provides for a prepayment premium;
(li) The margin for the Mortgage Loans (which margin, when added
to the applicable current index,
establishes the interest rate to be paid to the
applicable Mortgage Loans) ranges from
-2.25% to 4.75%;
(lii) The Pool Balance
of the Initial
Mortgage Loans as of
the
Cut-Off Date is $1,000,002,326.52; and
(liii) No more than 5.41% (by Cut-Off Date Principal Balance) of
the Initial Mortgage Loans are secured by
non-primary residences.
(c) As to each Subsequent Mortgage Loan as of the related
Subsequent Cut-Off Date:
(i) the original
stated term to maturity of the Subsequent
Mortgage Loan will not exceed 480
months;
(ii) the Subsequent Mortgage Loan must have an outstanding
Principal Balance of at least $1,000 and no more than $2,200,000 as of the
Subsequent Cut-Off Date;
(iii) the Subsequent Mortgage Loan will be underwritten
substantially in accordance with the criteria used with
respect to the Initial
Mortgage Loans;
(iv) the Subsequent
Mortgage Loan shall not provide for negative
amortization; and
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<PAGE>
(v) following the purchase of the Subsequent Mortgage Loan by
the
Purchaser, the Mortgage Loans must have a weighted
average Gross Margin, a
weighted average remaining term to maturity
and a weighted average CLTV Ratio at
origination, as of each respective
Subsequent Cut-Off Date, which would not vary
materially from the Initial Mortgage
Loans.
(d) Upon notice
from the Purchaser, the Enhancer, the Owner
Trustee, the Indenture Trustee or the
Servicer, as
applicable, of a
breach of
the Seller's respective representations or warranties in paragraph (a)
above
that materially and adversely affects the interests of the
Securityholders
or
the Enhancer in any Mortgage Loan, the Seller shall, within 90 days of its
discovery or its receipt of notice of such
breach, either (i) cure such breach
in all material respects or (ii) to the extent
that such breach is with respect
to a Mortgage Loan or a Related
Document, either (A) repurchase such Mortgage
Loan from the Purchaser or its assignee at the Repurchase Price, or (B)
substitute one or more Eligible Substitute
Loans for such Mortgage Loan, in each
case in the manner and subject to the conditions and limitations set forth
below.
Upon discovery by the
Seller or upon notice from the Purchaser,
the Enhancer, the Owner Trustee, the Indenture Trustee or the Servicer,
as
applicable, of a breach of the Seller's representations or warranties in
paragraphs (b) or (c) above, with respect to any Mortgage
Loan, or upon the
occurrence of a Repurchase Event, that materially and adversely affects the
interests of the Securityholders, the
Enhancer or the Purchaser in such Mortgage
Loan (notice of which shall be given to the Purchaser by the Seller if it
discovers the same), notwithstanding such Seller's lack of knowledge with
respect to the substance of such
representation and warranty, the Seller shall,
within 90 days after the earlier of its
discovery or receipt of notice thereof,
either cure such breach or Repurchase
Event in all material
respects or either
(i) repurchase such Mortgage Loan from the Purchaser or its assignee at
the
Repurchase Price, or (ii) substitute one or
more Eligible
Substitute Loans for
such Mortgage Loan, in each case in the
manner and subject to the conditions set
forth below. The Repurchase Price for any such
Mortgage Loan repurchased by the
Seller shall be deposited or caused to be deposited by the Seller into the
Custodial Account. If the breach of representation
and warranty that gave rise
to the obligation to repurchase or substitute a
Mortgage Loan pursuant to this
Section (d) was the representation and warranty set forth in clause
(viii) of
Section 3.1(b), then the Seller shall pay to the
Issuer on behalf of the Trust
Estate, concurrently with and in addition to the remedies provided in the
preceding sentence, an amount equal to any liability,
penalty or expense
that
was actually incurred and paid out of or on
behalf of the Trust Estate, and that
directly resulted from such breach, or if
incurred and paid by the Trust Estate
thereafter, concurrently with such
payment.
In the event that the Seller elects to substitute an Eligible
Substitute Loan or Loans for a Deleted
Loan pursuant to this Section 3.1,
the
Seller shall deliver to the Servicer on behalf of the Issuer,
with respect to
such Eligible Substitute Loan or Loans, the original Loan Agreement and all
other documents and agreements as are
required by Section 2.1(d), with the Loan
Agreement endorsed as required by Section
2.1(d). No
substitution will be made
in any calendar month after the Determination Date for such month. Minimum
Monthly Payments due with respect to
Eligible Substitute
Loans in the month of
substitution shall not be part of the Trust
Estate and will be
retained by the
Servicer and remitted by the Servicer to the Seller on the next
succeeding
Payment Date, provided that a payment at least
equal to the applicable Minimum
Monthly Payment for such month in respect
of the Deleted Loan has been received
by the Issuer. For the month of
substitution,
distributions to the Note Payment
Account pursuant to the Servicing
Agreement will include the Minimum
Monthly
Payment due on a Deleted Loan for such
month and thereafter
the
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<PAGE>
Seller shall be entitled to retain all amounts received in respect of such
Deleted Loan. The Servicer shall amend or cause
to be amended the Mortgage Loan
Schedule to reflect the removal of such
Deleted Loan and the substitution of the
Eligible Substitute Loan or Loans and the Servicer
shall deliver the amended
Mortgage Loan Schedule to the Owner Trustee
and the Indenture Trustee. Upon such
substitution, the Eligible Substitute Loan or Loans shall be subject to the
terms of this Agreement in all respects,
the Seller shall be deemed to have made
the representations and warranties
with respect to the Eligible Substitute Loan
contained herein set forth in Section
3.1(b), in each case, as of the date
of
substitution, and the Seller shall be deemed to
have made a representation and
warranty that each Mortgage Loan so
substituted is an Eligible Substitute Loan
as of the date of substitution. The Seller shall be obligated to
repurchase or
substitute for any Eligible Substitute Loan as to which a
Repurchase Event
has
occurred or as to which the Seller has
breached the Seller's representations and
warranties in Section 3.1(b), in each case to the same extent as
for any other
Mortgage Loan, as provided herein. In
connection with the substitution of one or
more Eligible Substitute Loans for one or
more Deleted Loans, the Servicer shall
determine the Substitution Adjustment Amount and the Seller shall
deposit such
Substitution Adjustment Amount into the Custodial Account on the date of
substitution, without any reimbursement
therefor.
Upon receipt by the Indenture Trustee on behalf of the Issuer
of
written notification, signed by a Servicing Officer, of the deposit of such
Repurchase Price or of such substitution of an Eligible Substitute Loan
(together with the complete related
Mortgage File) and deposit of any applicable
Substitution Adjustment Amount as provided
above, the Servicer, on behalf of the
Indenture Trustee, shall release to the
Seller the related Mortgage File for the
Mortgage Loan being repurchased or substituted for and
the Indenture Trustee on
behalf of the Issuer shall execute and
deliver such
instruments of
transfer or
assignment prepared by the Servicer,
in each case without
recourse, as shall be
necessary to vest in the Seller or its
respective
designee such Mortgage Loan
released pursuant hereto and thereafter
such Mortgage Loan shall not be an asset
of the Purchaser or the Issuer or part of
the Trust Estate.
It is understood and
agreed that the obligation of the Seller to
cure any breach of the Seller's
representation and
warranties in paragraphs (b)
or (c) above, or to repurchase or substitute
for any Mortgage Loan
as to which
such a breach has occurred and is
continuing, shall
constitute the sole
remedy
respecting such breach available to the Purchaser, the Issuer, the Enhancer
(other than with respect to rights of the Enhancer under the Insurance
Agreement), the Certificateholders (or the Owner Trustee on behalf of the
Certificateholders) and the Noteholders (or the
Indenture Trustee on
behalf of
the Noteholders) against the Seller.
It is understood and agreed that the representations and
warranties set forth in this Section 3.1 shall survive delivery of the
respective Mortgage Files to the Issuer or
the Servicer.
ARTICLE IV
SELLER'S COVENANTS
Section 4.1 Covenants of the Seller. The Seller hereby agrees
and
covenants that:
(a) except
for the transfer hereunder, or under the related
Subsequent Transfer Agreement, as
applicable, the Seller
will not sell, pledge,
assign or transfer to any other Person,
or
17
<PAGE>
grant, create, incur or assume any Lien on any Mortgage Loan or other
Transferred Property, or any interest in the foregoing,
except with respect
to
any Excluded Draw;
(b) the Seller shall not convey, pledge or sell any Excluded
Draw
unless the Seller delivers an Opinion of Counsel to the Enhancer that such
conveyance will not cause the Trust to
become a taxable mortgage pool;
(c) the Seller shall
notify the Purchaser and the Indenture
Trustee of the existence of any Lien (other than as
provided above) arising
through or under the Seller on any
Mortgage Loan immediately upon discovery
thereof; and the Seller shall defend the right, title and interest of the
Purchaser and the Indenture Trustee in, to and under the
Mortgage Loans and
other Transferred Property against all claims of
third parties claiming through
or under the Seller; and
(d) in a sale of the
Trust Estate
upon an Event of Default
pursuant to the Indenture, the Indenture Trustee shall have the right to
sell
all Excluded Draws in connection with such sale, provided that the Seller
receives an amount equal to the fair market
value for such
Excluded Draws
upon
such sale.
ARTICLE V
[RESERVED]
ARTICLE VI
LIMITATION OF LIABILITY
Section 6.1 Limitation
on Liability of the
Seller. None of
the
directors, officers, employees or agents of the Seller shall be under any
liability to the Purchaser, it being expressly understood that all such
liability is expressly waived and released as a condition of, and as
consideration for, the execution of this
Agreement and any Subsequent Transfer
Agreement. Except (i) with respect to its
breach of any of its representations,
warranties, or covenants herein, and (ii) as and to the extent expressly
provided in this Agreement, the Seller shall not be under any
liability to the
Owner Trustee, the Indenture Trustee or the
Securityholders. The
Seller and any
director, officer, employee or agent of the
Seller may rely in good faith on any
document of any kind prima facie
properly executed and submitted by any
Person
respecting any matters arising
hereunder.
ARTICLE VII
TERMINATION
Section 7.1 Termination. The obligations and
responsibilities of
the parties hereto shall terminate upon the
termination of the Trust Agreement.
ARTICLE VIII
MISCELLANEOUS PROVISIONS
18
<PAGE>
Section 8.1 Amendment. This Agreement may be amended from time
to
time by the parties hereto by written
agreement with the
prior written
consent
of the Enhancer, which consent shall not
unreasonably be withheld.
Section 8.2 GOVERNING
LAW. THIS AGREEMENT
SHALL BE GOVERNED
BY
AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT
REFERENCE TO ITS CONFLICTS OF LAW
PROVISIONS
(OTHER THAN SECTION
5-1401 OF THE
GENERAL OBLIGATIONS LAW) AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE
WITH SUCH LAWS.
Section 8.3 Notices. All demands,
notices and
communications hereunder shall be
in writing and shall be deemed to have been
duly given if
personally
delivered
at or mailed by certified mail,
returned receipt
requested and postage prepaid,
addressed as follows:
(i)
if to the Seller:
Wachovia Bank, National Association
One Wachovia Center
18th Floor
301 College Street
Charlotte, North Carolina 28288-0572
Attention: David
Mason
Re: Wachovia Asset
Securitization Issuance, LLC 2004-HE1 Trust
Telephone: (704) 383-6931
Facsimile: (704) 383-3878
(ii)
if to the Purchaser:
Wachovia
Asset Securitization Issuance, LLC
One Wachovia Center
301 South College Street, Suite D
Charlotte, North Carolina 28288-5578
Attention: Robert J.
Perret
Re: Wachovia Asset
Securitization Issuance, LLC 2004-HE1 Trust
Telephone: (704) 383-4634
Facsimile: (704) 383-8121
(iii) if
to the Issuer:
c/o Wilmington Trust Company, as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware
19890-0001
Attention: Corporate
Trust Administration
Re: Wachovia Asset
Securitization Issuance, LLC 2004-HE1 Trust
19
<PAGE>
(iv)
if to the Indenture Trustee:
U.S. Bank National Association
60 Livingston Avenue
EP-MN-WS3D
St. Paul, Minnesota 55107-2292
Re: Wachovia Asset
Securitization Issuance, LLC 2004-HE1 Trust
(v) if to the
Enhancer:
MBIA Insurance Corporation
113 King Street
Armonk, New York
10504
Attention: Insured
Portfolio Management--Structured
Finance (IPM-SF) (Wachovia Asset Securitization Issuance, LLC
2004-HE1 Trust)
Telephone:
(914) 273-4545
Facsimile:
(914) 765-3810;
or, with respect to any of the foregoing
Persons, at such other address as may
hereafter be furnished to the other
foregoing Persons in writing in
accordance
with this Section 8.3.
Section 8.4 Severability of Provisions. If any one or more of
the
covenants, agreements, provisions or terms of this Agreement shall be held
invalid for any reason whatsoever, then
such covenants,
agreements,
provisions
or terms shall be deemed severable from the remaining covenants, agreements,
provisions or terms of this Agreement and
shall in no way affect the validity or
enforceability of the other provisions of
this Agreement.
Section 8.5
Relationship of
Parties. Nothing
herein contained
shall be deemed or construed to create a
partnership or joint
venture among the
parties hereto.
Section 8.6
Counterparts. This
Agreement may be executed in any
number of counterparts, each of which, when so executed,
shall be deemed to
be
an original and such counterparts,
together, shall constitute one and the
same
agreement.
Section 8.7 Further Agreements. The parties hereto each agree
to
execute and deliver to the other such
additional
documents,
instruments
or
agreements as may be necessary or
appropriate to effectuate the purposes of this
Agreement.
Section 8.8 Intention of the Parties. It is the intention of the
parties hereto that the Purchaser
will be purchasing on
the Closing Date,
and
the Seller will be selling on the Closing
Date, the Initial Mortgage Loans,
rather than the Purchaser providing a loan to the Seller
secured by the Initial
Mortgage Loans on the Closing Date; and
that the Purchaser will be purchasing on
each Subsequent Transfer Date, and the
Seller will be selling on each Subsequent
Transfer Date, the related Subsequent
Mortgage Loans, rather
than the Purchaser
providing a loan to the Seller secured by
the related Subsequent
Mortgage Loans
on each Subsequent Transfer Date. The Purchaser shall
have the right to review
the Mortgage Loans and the Related
Documents to determine the characteristics of
the Mortgage Loans which will affect the
federal income tax
consequences
of
20
<PAGE>
owning the Mortgage Loans, and the Seller shall cooperate with all reasonable
requests made by the Purchaser in the
course of such review.
21
<PAGE>
Section 8.9 Successors and Assigns; Assignment of this
Agreement.
(a) This Agreement
shall bind and inure to the benefit of and be
enforceable by the parties hereto and their
respective permitted
successors and
assigns. The obligations of the Seller
under this Agreement
cannot be assigned
or delegated to a third party without the consent of the Enhancer and the
Purchaser (and the Issuer with respect to the transfer of the Subsequent
Mortgage Loans), which consent shall be at
each of the Enhancer,
the Purchaser,
and the Issuer's sole discretion, provided that the Seller may assign its
obligations hereunder to any Affiliate of the
Seller, to any Person
succeeding
to the business of the Seller, to any
Person into which the Seller is merged and
to any Person resulting from any merger,
conversion or
consolidation to
which
the Seller is a party.
(b) As an inducement
to the Purchaser to purchase the Initial
Mortgage Loans and the Subsequent
Mortgage Loans,
the Seller
acknowledges and
consents to the Purchaser's transfer of its interest in this
Agreement and each
Subsequent Transfer Agreement to which it is a party
to the Issuer pursuant to
the Servicing Agreement and each related
Subsequent Transfer Agreement executed
by the Depositor and the Issuer, the grant of a security interest in such
interest by the Issuer to the Indenture Trustee pursuant to the Indenture and
the enforcement by the Indenture Trustee or the Servicer on behalf of the
Indenture Trustee or the Issuer, of any right or remedy
against the Seller
pursuant to this Agreement. Such enforcement of a right or remedy
by the Owner
Trustee, the Indenture Trustee or the Servicer on behalf of the Indenture
Trustee or the Issuer, as applicable, shall
have the same force and effect as if
the right or remedy had been enforced or
exercised by the Purchaser directly.
Section 8.10 Survival.
The representations
and warranties
made
herein by the Seller and the provisions of Article VI hereof shall survive
the
purchase of the Initial Mortgage Loans hereunder and any
transfer of Subsequent
Mortgage Loans pursuant to this
Agreement and the
related Subsequent
Transfer
Agreement.
Section 8.11
Third-Party
Beneficiary. The
Enhancer shall be an
express third-party beneficiary hereof and shall be entitled to enforce the
provisions of this Agreement as if a party
hereto.
22
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused their names
to
be signed to this Mortgage Loan Purchase
Agreement by their respective officers
thereunto duly authorized as of the day and
year first above written.
WACHOVIA ASSET SECURITIZATION ISSUANCE,
LLC, as Purchaser
By: /s/ Robert Perret
--------------------------------------
Name: Robert Perret
Title: Vice President
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Seller and Servicer
By: /s/ David T. Mason
--------------------------------------
Name: David T.
Mason
Title: Vice President
Acknowledged and Accepted:
U.S. Bank National Association,
not in its individual capacity but
solely as Indenture Trustee
By: /s/ Shannon M. Rantz
--------------------------------------
Name: Shannon M. Rantz
Title: Vice President
[Signature Page Mortgage Loan Purchase Agreement]
<PAGE>
EXHIBIT 1
MORTGAGE LOAN SCHEDULE
<TABLE>
<CAPTION>
LOAN
CUTOFF
MAX
FICO COMB
CRED
NO
LIEN
BAL
CREDIT
SCORE LTV GRADE DEBT2INC MARGIN
---------------- ----- ---------
--------
------
-----
-----
--------
--------
<C>
<C>
<C>
<C>
<C> <C>
<C>
<C>
<C>
4386540110759660
2
12,304.20 14,000
734
100
A1
46.00
0.7500
4386540110764363
2
10,367.65 65,700
752
90
A1
28.00
0.2500
4386540110767473
2
68,583.88 69,800
579
100
A4
48.00
0.7500
4386540110767655
2
54,262.00 60,000
814
99 A1
29.00
0.0000
4386540110774362
2
29,723.00
160,000 771
85
A1
31.00
0.5000
4386540110776292
1
32,747.24 64,000
783
31
A1
50.00
0.0000
4386540110776748 2 99,049.75
100,000
793
67
A1
42.00
0.5000
4386540110777308
2
49,485.14 50,000
628
95
A4
50.00
0.0000
4386540110779064
2
52,039.35 56,900
733
100
A1
24.00
0.7500
4386540110779494
2
21,096.72 24,500
675
90
A4
39.00
0.0000
4386540110780351
2 5,638.90
63,200 784
90
A1
45.00
0.5000
4386540110780898
2
55,730.70
100,000 773
53
A1
39.00
0.2500
4386540110781037
2
22,123.57 24,000
760
95
A1
43.00
0.7500
4386540110781144
2
39,135.77 45,000
777
88
A1
22.00
0.2500
4386540110781383
2 9,342.52
21,000 689
85
A1
20.00
0.0000
4386540110781482
1
14,023.46
137,300 767
100
A1
38.00
0.7500
4386540110781516
1 7,409.60
100,000
705 67
A1
20.00
0.0000
4386540110781540
1
16,208.66
100,000 810
70
A1
33.00
0.2500
4386540110781607
1
58,149.84 85,000
696
89
A4
40.00
0.5000
4386540110781623
1
66,173.35 89,600
805
90
A1
38.00
0.2500
4386540110781664
2
10,948.88 57,500
763
90
A1
29.00
0.2500
4386540110781730
2
52,000.00 62,000
777
90
A1
33.00
0.0000
4386540110781771
2
29,740.71 32,000
741
100
A1
36.00
0.7500
4386540110781953
2
34,957.90
200,000 788
75
A1
34.00
0.2500
4386540110781979
2
38,577.17 40,000
765
87
A1
44.00
0.0000
4386540110781987
2 8,020.75
9,000
804
97
A1
32.00
0.7500
4386540110782076
2
11,051.70 85,500
767
90
A1
23.00
0.0000
4386540110782175
2 6,761.02
14,500 789
97
A1
24.00
0.7500
4386540110782209
2
33,396.54 45,000
742
76
A1
57.00
0.5000
4386540110782274
2
46,890.32 48,000
741
100
A1
50.00
0.7500
4386540110782282
2
32,302.13
150,000 702
84
A1
41.00
0.2500
4386540110782423
2
29,143.61 40,000
797
39
A1
28.00
0.0000
4386540110782456
1
108,213.17
112,000 652
84
A1
24.00
0.0000
4386540110782464
2
21,421.20 40,000
764
90
A1
43.00
0.5000
4386540110782530
1
45,110.20 49,000
698
90
A4
43.00
0.2500
4386540110782548
1
23,710.97 40,000
810
88
A1
40.00
0.2500
4386540110782555
2
95,058.52
100,000 678
85
A1
33.00
0.0000
4386540110782563
2
45,909.54 75,000
769
100
A1
40.00
0.7500
4386540110782589
2
98,736.86
116,000 794
85
A1
29.00
0.0000
4386540110782639
2
30,396.12 42,000
616
100
A1
42.00 0.7500
4386540110782654
2
17,779.71
100,000 783
77
A1
16.00
0.5000
4386540110782795
2
35,504.89 62,000
764
100
A1
42.00
1.0000
4386540110782803
2
22,755.44 23,445 708
100
A1
48.00
1.0000
4386540110782845
2
26,233.91 49,000
686
100
A1
43.00
0.7500
4386540110782886
2
10,281.27 46,500
724
95
A4
38.00
0.7500
4386540110782902
2
13,108.51 18,000
737
100
A4
48.00
0.7500
4386540110782936
2
22,128.77 31,200
698
100
A4
47.00
0.7500
4386540110782969
2
240,000.00
275,000 767
80
A1
38.00
0.0000
4386540110782977
2
21,612.89
123,200 782
90
A1
35.00
0.0000
4386540110783025
2
29,744.99 30,000
720
90
A1
45.00
0.2500
4386540110783066
2
33,462.21 42,300
729
89
A1
21.00
0.2500
4386540110783090
2
96,938.12
100,000 702
95
A1
35.00
0.7500
4386540110783132
1
98,375.23
100,000 746
49
A1
49.00
0.2500
4386540110783157
1
49,720.20 82,500
707
90
A1
37.00
0.5000
4386540110783173
1
10,682.86 91,200
767
90
A1
19.00
0.1000
4386540110783199
2
51,735.60 88,000
732
85
A1
34.00
0.2500
4386540110783223
2
36,525.16 82,400
688
90
A1
20.00
0.0000
4386540110783249
2
38,122.89 39,000
750
90
A1
51.00
0.2500
4386540110783272
1
39,426.68
100,000 686
80
A1
37.00
0.5000
4386540110783314
2
40,416.71 41,000
710
100
A1
47.00
0.7500
4386540110783322
1
97,027.65
132,000 721
89
A4
40.00
0.2500
4386540110783330
2
40,189.83 48,000
698
95
A4
14.00
0.0000
4386540110783397
2
51,700.76 53,000
550
100
A1
45.00
1.0000
4386540110783405
1
19,592.16 50,000
800
25
A1
24.00
0.2500
4386540110783421
1
67,325.25
125,000 754
80
A1
19.00
0.2500
4386540110783447
1
21,352.82 54,900
777
90
A1
47.00
0.2500
4386540110783470
1
38,507.30 83,000
801
90
A1
12.00
0.2500
4386540110783512
1
17,314.17
100,000 789
62
A1
40.00
0.0000
4386540110783520
2 13,952.97 15,000
674
100
A1
27.00
0.7500
4386540110783538
2
36,707.26 41,000
746
90
A1
35.00
0.0000
4386540110783546
1
36,311.32 90,000
779
90
A1
23.00
0.2500
4386540110783553
1
53,910.26 90,000
749
82
A1
44.00
0.0000
4386540110783561
2
90,381.87 96,500
724
85
A4
41.00
0.0000
4386540110783660
1 9,053.88
70,000 801
70
A1
50.00
0.2500
4386540110783678
2
21,664.53 35,100
721
90
A1
31.00
0.0000
4386540110783686
2
41,026.10 42,000
729
90
A1
26.00
0.2500
4386540110783702
1 5,500.00
100,000
806
55
A1
43.00
0.2500
4386540110783710
2
94,349.68 96,000
761
100
A1
32.00
0.7500
4386540110783736
1 8,654.31
75,000 814
44 A1
49.00
0.5000
4386540110783751
2
54,574.28 65,600
705
100
A1
31.00
0.7500
4386540110783777
1
31,364.60 81,300
762
90
A1
48.00
0.5000
4386540110783801 2 11,034.97
16,200 768
90
A4
20.00
0.5000
4386540110783827
2
26,730.28 27,000
669
99
A4
47.00
0.7500
4386540110783850
2
19,953.24 25,000
770
80
A1
25.00
0.2500
4386540110783876
2
79,287.32
100,000 723
96
A1
47.00
0.0000
4386540110783900
2
26,304.24 28,300
746
90
A1
26.00
0.0000
4386540110783926
2
10,031.69 10,700
747
100
A4
39.00
0.7500
4386540110783942
1
65,786.49
106,000 648
25
A4
50.00
0.0000
4386540110783975
2 5,361.59
10,000 758
76
A1
28.00
0.0000
4386540110783983
2
48,415.95 49,000
655
88
A4
50.00
0.0000
4386540110784056
1
227,146.53
229,793 633
59
A4
51.00
0.2500
4386540110784114
1 6,000.00
72,500
748 90
A1
17.00
0.2500
4386540110784122
2
19,640.16 20,000
734
80
A1
52.00
0.0000
4386540110784148
2
27,107.90 29,000
682
98
A1
42.00
0.7500
4386540110784155
2
33,852.24 73,000
629
90
A1
41.00
0.0000
4386540110784163
2
263,771.00
275,000 639
71
A1
69.00
0.2500
4386540110784171
2
28,900.00 31,700
738
90
A1
32.00
0.0000
4386540110784197
1
23,378.60 35,000
709
49
D6
37.00
0.2500
4386540110784221
1
24,182.28
123,000 790
79
A1
50.00
0.5000
4386540110784262
1
59,906.80 70,000
726
89
A4
49.00
0.0000
4386540110784338
2
10,000.00 39,300
782
90
A1
36.00
0.0000
4386540110784346
2
48,211.74 50,000
767
64
A1
54.00
0.2500
4386540110784379
1
68,150.16 68,800
669
90
A1
48.00
0.5000
4386540110784395
2
21,173.08 21,700
605
90
A4
41.00
0.2500
4386540110784403
2
149,304.89
150,000 643
36
A1
49.00
0.0000
4386540110784437
1
70,575.80
100,000 810
75
A1
19.00
0.2500
4386540110784445
2
39,225.86 40,500
651
100
A1
45.00
0.7500
4386540110784452
2
10,781.75 25,000
665
88
A1
40.00
0.0000
4386540110784510
1 7,275.80
100,000
775
61
A1
32.00
0.5000
4386540110784536
2
60,828.00 63,000
716
90 A1
37.00
0.0000
4386540110784544
2
34,997.41 36,300
708
95
A4
34.00
1.0000
4386540110784551
2
29,479.40 31,500
768
90
A1
38.00
0.0000
4386540110784569
1 36,127.09
37,000 539
90
A1
47.00
-0.5000
4386540110784601
2
20,826.24 58,000
693
90
A1
34.00
0.0000
4386540110784627
2
12,815.17 58,000
801
44
A1
51.00
0.0000
4386540110784726
2
25,999.45 52,000
715
90
A1
23.00
0.0000
4386540110784775
2
11,458.32 15,000
791
79
D6
23.00
0.2500
4386540110784809
2
14,343.12 60,000
695
91
A1
35.00
0.5000
4386540110784833
2
61,338.33
150,000 801
84
A1
26.00
0.0000
4386540110784874
2
18,164.77 21,750
727
83
A1
26.00
0.0000
4386540110784940
2
17,549.34 36,300
788
90
A1
18.00
0.5000
4386540110785004
2 9,815.76
17,300 683
90
A4
26.00
0.0000
4386540110785012
1
57,937.79
100,000 747
67
A1
47.00
0.2500
4386540110785046
2
38,729.99 40,000
575
60
A1
55.00
0.0000
4386540110785087
1
22,859.91 75,600
692
90
A1
41.00
0.2500
4386540110785103
2
69,137.78 70,000
627
85
A1
48.00
0.5000
4386540110785111
2
60,546.48 63,400
756
85
A1
38.00
0.0000
4386540110785129
2 9,214.71
9,600
658
90
A4
49.00
0.7500
4386540110785137
2
18,458.80 52,900
688
90
A1
38.00
0.0000
4386540110785202
1
69,072.69 70,000
656
48
D6
50.00
0.5000
4386540110785210
2 5,568.04
129,000
782
90
A1
40.00
0.5000
4386540110785236
2
26,104.06 43,712
734
90
A1
40.00
0.2500
4386540110785293
1
19,262.43 20,000
591
12
D8
20.00
0.2500
4386540110785343
2 6,912.42
48,450 767
95
A1
23.00
0.0000
4386540110785368
1
100,542.52
200,000 746
60
A1
20.00
0.2500
4386540110785392
1
48,411.71 50,000
802
66
A1
19.00
0.2500
4386540110785442
2
24,613.54 26,500
659
90
A1
30.00
0.2500
4386540110785483
1
21,079.27
100,000 791
56
A1
36.00
0.0000
4386540110785491
1
10,300.00 66,300
768
45
A1
50.00
0.5000
4386540110785509
2
64,900.70
100,000 766
88
A1
31.00
0.2500
4386540110785525
2
14,069.46 15,000
672
100
A4
49.00
1.0000
4386540110785541
2
123,685.80
143,482 730
100
A1
39.00
0.7500
4386540110785558
1
36,656.13
100,000 760
88
A1
51.00
0.2500
4386540110785566
2
66,079.59 67,300
722
100
A4
39.00
1.0000
4386540110785574
1
96,742.78
100,000 695
49
A4
26.00
0.5000
4386540110785608
1 6,160.42
92,000 805
90
A1
34.00
0.5000
4386540110785616
2
69,920.66 75,000
681
76
A1
45.00
0.2500
4386540110785665
1 7,412.58
20,000 756
22
A1
22.00
0.0000
4386540110785681
2
35,182.48
50,800 756
90
A1
31.00
0.0000
4386540110785699
2
17,902.21 44,000
765
90
A1
29.00
0.0000
4386540110785715
2
13,950.66 19,000
810
58
A1
50.00
0.0000
4386540110785756
2
37,797.66 39,000
744
90
A1
22.00
0.0000
4386540110785798
2
13,979.91
100,000 810
72
A1
42.00
0.2500
4386540110785814
1
35,154.22 80,000
756
90
A1
41.00
0.5000
4386540110785863
2
27,794.54 28,000
564
90
A4
36.00
0.0000
4386540110785871
1
95,639.45
249,000 790
90
A1
35.00
0.0000
4386540110785921 2
26,906.37 43,750
747
85
A1
32.00
0.0000
4386540110785947
1
56,534.09 65,000
674
69
A1
17.00
0.0000
4386540110785962
1
99,582.88
100,000 687
96
A1
40.00
0.0000
4386540110786002
1 7,730.00
94,200 782
90
A1
35.00
0.2500
4386540110786010
2
12,567.29 13,000
604
90
A1
8.00
0.2500
4386540110786085
1
53,327.82 87,900
794
90
A1
35.00
0.2500
4386540110786093
1 9,500.00
83,000 770
90
A1
29.00
0.2500
4386540110786101
2
16,057.06 25,000
713
81
A4
50.00
0.2500
4386540110786135
1
51,171.74 69,400
752
90
A1
23.00
0.0000
4386540110786143
1
29,743.80 52,800
752
90
A1
35.00
0.0000
4386540110786176
1
61,608.63 98,100
776 90
A1
27.00
0.2500
4386540110786218
2 8,930.45
50,000 769
91
A1
13.00
0.2500
4386540110786234
1
23,073.06
100,000 608
72
A1
50.00
0.2500
4386540110786242
2
16,434.90 33,100
760
85
A1
26.00
0.0000
4386540110786267
2
29,687.84 89,300
688
90
A1
36.00
0.5000
4386540110786291
1 8,424.19
73,000 752
90
A1
30.00
0.2500
4386540110786317
1
67,738.42
100,000 784
39
A1
28.00
0.2500
4386540110786366
2
15,080.73 16,000
701
100
A1
35.00
0.7500
4386540110786390
2
43,545.24 56,400
778
90
A1
36.00
0.0000
4386540110786424
2
26,774.22 84,000
763
90
A1
46.00
0.0000
4386540110786457
1
20,801.02 25,000
758
76
A1
43.00
0.0000
4386540110786481
1
21,416.40 30,000
751
35
A1
32.00
0.5000
4386540110786515
1
79,132.97
100,000 720
72
A1
47.00
0.0000
4386540110786531
2
12,075.74
100,000 734
79
A1
47.00
0.5000
4386540110786549
1
28,068.09 30,000
742
29
A1
16.00
0.2500
4386540110786572
1
23,516.34 35,000
708
35
A1
47.00
0.5000
4386540110786648
1
82,392.54
100,000 779
88
A1
45.00
0.5000
4386540110786655
2
42,781.48 55,000
691
70
A1
36.00
0.0000
4386540110786671
1
100,749.91
150,000 733
31 A4
48.00
0.0000
4386540110786705
2
78,397.47
100,000 765
56
A1
45.00
0.2500
4386540110786721
1
53,590.03 86,500
665
90
A1
24.00
0.0000
4386540110786838
1 39,991.15
100,000
739
86
A1
50.00
0.0000
4386540110786861
3 6,331.01
8,000
755
99
A4
30.00
1.0000
4386540110786929
1 6,601.48
43,800 792
90
A1
17.00
0.2500
4386540110786945
1
36,442.42 82,000
778
90
A1
37.00
0.2500
4386540110786960
2
24,883.16 25,000
631
79
A4
47.00
0.2500
4386540110786978
2 8,135.02
9,400
626
100
A4
31.00
1.0000
4386540110787000
2
17,234.49 53,500
707
90
A1
21.00
0.5000
4386540110787026
2
15,170.57 23,000
775
100
A1
50.00
0.7500
4386540110787117
2
43,903.55 45,000
684
100
A4
43.00
0.7500
4386540110787141
2
97,762.94
100,000 678
94
A1
47.00
0.7500
4386540110787158
2
14,902.46 18,900
717
100
A1
31.00
1.0000
4386540110787174
1
56,948.52 94,800
797
90
A1
45.00
0.2500
4386540110787182
2
22,121.35 23,000
673
100
A1
39.00
0.7500
4386540110787232
2 7,566.98
82,000 778
90
A1
42.00
0.0000
4386540110787265
2
50,701.01 62,900
797
90
A1
44.00
0.2500
4386540110787273
2
13,039.24 30,000
712
64
A4
53.00
0.2500
4386540110787299
2
17,993.48 19,000
601
90
A1
19.00
0.2500
4386540110787372
2 8,284.37
13,000 761
100
A1
29.00
1.0000
4386540110787380
2 8,744.54
22,900 743
56
A4
50.00
0.0000
4386540110787398
1
10,895.33 50,000
737
32
A1
12.00
0.0000
4386540110787406
2
70,385.00
100,000 748
91
A1
49.00 1.0000
4386540110787422
3
94,249.01
100,000 629
27
A4
23.00
0.2500
4386540110787455
2
12,816.89 30,000
717
73
A1
36.00
0.0000
4386540110787471
2
36,850.06 42,000
618
100
A1
42.00
0.7500
4386540110787489
1
10,195.86 90,000
806
90
A1
15.00
0.0000
4386540110787513
1 1,226,813.81
1,230,800 762
78
A1
37.00
0.0000
4386540110787539
1 9,831.90
90,000 805
60
A1
49.00
0.0000
4386540110787547
3
33,530.32 42,000
617
56
A1
50.00
0.2500
4386540110787570
2
17,433.46 17,800
696
100
A1
34.00
1.0000
4386540110787588
2
72,896.02 89,000
774
100
A1
28.00
0.0000
4386540110787596
2
29,623.65 32,000
723
86
A1
38.00
0.2500
4386540110787612
2
16,525.66 19,600
664
90
A4
47.00
0.2500
4386540110787620
1
28,995.30
100,000 806
49
A1
19.00
0.5000
4386540110787646
2
42,322.69 45,000
742
80
A1
38.00
0.0000
4386540110787687
2
43,005.49 43,300
685
100
A1
32.00
0.7500
4386540110787695
2
23,578.17
100,000 750
34
A1
25.00
0.0000
4386540110787703
1
34,282.08
70,000
780
57
A1
49.00
0.2500
4386540110787778
2 7,895.46
8,000
682
100
A1
29.00
0.0000
4386540110787786
2
39,137.22 40,000
684
99
D6
44.00
1.0000
4386540110787802
1
46,096.67 62,000
756
90
A1
43.00
0.5000
4386540110787810
2
12,810.49 63,000
738
90
A1
41.00
0.0000
4386540110787877
2 9,749.91
10,000 709
100
A1
36.00
1.0000
4386540110787893
2
49,701.52 60,000
798
89
A1
38.00
0.2500
4386540110787901
2
36,053.17
100,000 777
62
A1
31.00
0.2500
4386540110787984 2
19,214.20 20,000
673
100
A1
29.00
0.7500
4386540110788008
2 5,657.18
66,000 774
90
A1
45.00
0.0000
4386540110788024
1
49,900.39
100,000 751
50
A1
10.00
0.0000
4386540110788032
1
45,285.82
100,000 791
39
A1
15.00
0.2500
4386540110788040
2
16,234.52 18,000
707
85
A1
34.00
0.0000
4386540110788131
1
19,529.90
100,000 769
82
A1
30.00
0.2500
4386540110788172
2
20,587.66 21,188
662
90
A4
46.00
0.0000
4386540110788180
1
48,088.08 50,000
773
87
A1
48.00
0.2500
4386540110788198
2
64,600.00 65,000
685
77
A1
24.00
0.0000
4386540110788206
2
12,909.93 60,000
761
60
A1
70.00
0.5000
4386540110788222
2
38,458.39 45,400
695 99
A4
50.00
0.7500
4386540110788230
2
71,094.95 84,800
773
90
A1
25.00
0.0000
4386540110788263
1
22,437.74 70,000
702
57
A1
14.00
0.0000
4386540110788289
1
136,009.95
140,000 680
90
A1
46.00
0.0000
4386540110788305
2 8,634.56
9,200
733
90
A1
44.00
0.2500
4386540110788313
2
32,392.94 41,000
773
90
A1
26.00
0.0000
4386540110788321
1
25,172.39 27,600
763
90
A1
25.00
0.2500
4386540110788347
2
13,889.99 25,000
801
79
A1
27.00
0.0000
4386540110788362
2 23,238.28 25,000
588
95
A4
23.00
0.7500
4386540110788396
2
24,630.65 48,000
692
100
A1
36.00
1.0000
4386540110788495
2
39,205.55 39,800
753
90
A1
29.00
0.5000
4386540110788529
2
36,556.40 36,700
657
90
A1
48.00
0.0000
4386540110788560
2
10,787.82 43,800
791
90
A1
17.00
0.5000
4386540110788602
2
59,577.09 75,000
771
40
A1
52.00
0.5000
4386540110788610
2 9,223.90
10,000 691
83
A4
38.00
0.2500
4386540110788685
2
23,624.21
100,000 766
78
A1
42.00
0.0000
4386540110788693
2
79,421.50
100,000 669
95
A1
30.00
0.7500
4386540110788768
2
24,611.91 25,000
704
92
A4
41.00
0.2500
4386540110788792
2
13,047.43 34,800
789
90 A1
27.00
0.2500
4386540110788917
2
27,491.82 94,475
782
90
A1
40.00
0.0000
4386540110788941
1
15,030.47 41,000
709
90
A1
46.00
0.5000
4386540110789006 2 15,556.26
16,600 554
100
A1
27.00
0.7500
4386540110789014
2
33,322.78 38,000
730
100
A1
28.00
1.0000
4386540110789022
1
78,983.38 80,000
723
52
A1
48.00
0.2500
4386540110789048
3
13,297.84 27,000
708
73
A4
38.00
0.2500
4386540110789113
2
77,294.42 96,650
756
84
A1
39.00
0.2500
4386540110789139
1
89,196.80 90,000
662
100
A1
41.00
0.7500
4386540110789147
2
19,551.74 20,000
782
83
A1
25.00
0.0000
4386540110789188
1
21,937.44 27,800
780
43
A4
50.00
0.2500
4386540110789253
1 7,554.26
100,000
809
44
A1
23.00
0.2500
4386540110789279
2
17,891.70 21,000
708
90
A1
45.00
0.0000
4386540110789295
2
28,422.20 85,000
709 90
A1
34.00
0.2500
4386540110789311
2
37,888.38
100,000 760
73
A1
27.00
0.0000
4386540110789329
2
19,734.16 20,600
739
91
A4
50.00
0.7500
4386540110789345
2
13,546.18 14,800
634
80
A4
43.00
0.2500
4386540110789352
1
16,329.68 68,700
749
90
A1
17.00
0.2500
4386540110789378
2
93,084.08 97,700
782
85
A1
46.00
0.2500
4386540110789394
1
11,441.41
100,000 796
82
A1
43.00
0.2500
4386540110789485
2
18,613.74 19,000
724
100
A4
29.00
0.7500
4386540110789493
2
16,634.84 52,000
777
87
A1
34.00
0.0000
4386540110789550
1
69,494.77 70,000
712
90
A1
40.00
0.2500
4386540110789568
1
33,735.27 68,800
744
90
A1
41.00
0.5000
4386540110789592
2
53,182.81
250,000 793
67
A1
39.00
0.0000
4386540110789618
1
50,944.58 60,400
746
90
A1
31.00
0.0000
4386540110789642
2
33,679.23 34,900
659
100
A4
46.00
1.0000
4386540110789659
1
71,109.93 90,000
720
88
A1
27.00
0.5000
4386540110789675
2
61,619.86 75,000
766
89
A1
29.00
0.2500
4386540110789683
2
67,313.63
100,000 731
71
A1
38.00
0.0000
4386540110789691
2 9,766.84
29,000 763
90
A1
22.00
0.0000
4386540110789709
2
35,138.42
100,000 760
78
A1
30.00
0.5000
4386540110789717
2
97,478.27
100,000 776
69
A1
40.00
0.5000
4386540110789725
1
89,773.49
119,000 594
90
A1
46.00
0.2500
4386540110789741
2
24,404.65 37,300
786
100
A1
50.00
1.0000
4386540110789766
1
134,271.58
250,000 782
36
A1
37.00
0.0000
4386540110789782
2
89,848.58 93,700
729
95
A1
47.00 0.7500
4386540110789824
2
14,738.15 50,000
779
83
A1
49.00
0.2500
4386540110789899
1
98,974.92
125,000 787
90
A1
44.00
0.0000
4386540110789907
2
14,251.91 19,200 775
86
A1
48.00
0.2500
4386540110789915
1
30,729.72 31,000
584
89
D6
44.00
0.2500
4386540110789931
1 9,200.64
75,000 777
74
A1
50.00
0.0000
4386540110789956
1 5,983.87
100,000
722
75
A1
32.00
0.2500
4386540110789972
2
29,139.98 60,000
684
85
A1
12.00
0.0000
4386540110790004
2
14,695.84 32,300
777
90
A1
31.00
0.5000
4386540110790038
2
27,833.98 28,700
761
100
A1
45.00
0.7500
4386540110790061
2
38,752.49 39,000
657
100
A4
49.00
1.0000
4386540110790087
1
42,559.83 80,000
781
68
A1
31.00
0.2500
4386540110790095
1
29,188.98 96,500
797
90
A1
24.00
0.5000
4386540110790160
1
77,389.92 94,000
734
90
A4
31.00
0.2500
4386540110790186
2
29,715.28 30,000
614
100
A4
50.00
0.7500
4386540110790194
2
66,433.40 72,000
700
90
A1
46.00
0.0000
4386540110790228
1
88,011.31
100,000 753
73
A1
24.00
0.0000
4386540110790301
2
10,105.69 55,500
750
90
A1
42.00
0.0000
4386540110790319
2
46,367.19 69,000
759
90
A1
46.00
0.0000
4386540110790426
2
41,430.32 42,000
694
100
A1
34.00
0.7500
4386540110790434
2
24,790.00 25,000
664
94
A1
62.00
0.7500
4386540110790442
1
137,750.58
233,000 803
90
A1
44.00
-0.1500
4386540110790475
2
17,248.58 20,000
776
34
A1
53.00
0.5000
4386540110790517
2
29,500.00 29,900
679
90
A1
35.00
0.0000
4386540110790525
2
40,474.94
100,000 806
91
A1
25.00
0.2500
4386540110790616
1
48,113.02 84,000
810
35
A1
50.00
0.5000
4386540110790624
2
38,500.00 76,000
761
89
A1
21.00
0.0000
4386540110790681
2
86,790.78 93,000
638
100
A1
19.00
1.0000
4386540110790715
1
38,818.81 42,000
726
90
A1
35.00
0.2500
4386540110790723
2 8,039.15
35,000 645
86
A4
27.00
0.2500
4386540110790731
1
13,838.11 56,500
797
72
A1
46.00
0.2500
4386540110790780
2
48,399.29 50,000
796
100
A1
20.00
0.7500
4386540110790806
1
13,939.92 50,000
806
89
A1
39.00
0.5000
4386540110790848
1
39,800.00
100,000 798
86
A1
9.00
0.5000
4386540110790863
1
34,535.81 37,000
724
60
D8
33.00
0.2500
4386540110790889
2
13,611.00
100,000 792
75
A1
44.00
0.2500
4386540110790921
2
117,363.94
150,000 761
76
A1
41.00
0.0000
4386540110790947
2
23,826.79 28,415
770
100
A1
10.00
0.7500
4386540110790988
1 7,178.00
70,800 779
90
A1
48.00
0.5000
4386540110791010
2
25,254.46 25,500
679
83 A4
50.00
0.0000
4386540110791028
2
49,288.69 65,000
684
56
A4
42.00
0.0000
4386540110791036
2
91,133.70 96,000
715
86
A4
25.00
0.2500
4386540110791044 2 29,078.36
35,700 808
90
A1
31.00
0.0000
4386540110791127
1 9,272.58
93,000 806
90
A1
44.00
0.5000
4386540110791135
2
48,857.96
100,000 776
59
A1
20.00
0.5000
4386540110791143
2
46,699.36 61,000
768
39
A1
50.00
0.2500
4386540110791150
2
19,933.23 32,000
690
90
A1
39.00
0.0000
4386540110791176
1 8,125.87
39,000 791
90
A1
16.00
0.0000
4386540110791184
2
12,480.93 26,900
758
90
A1
32.00
0.2500
4386540110791234
1
20,351.42 22,200
789
90
A1
8.00
0.2500
4386540110791275
2 7,117.25
25,000 737
90
A1
29.00
0.2500
4386540110791309
1
334,704.75
335,000 722
95
A1
31.00
0.5000
4386540110791382
2 7,853.26
80,000