Mortgage Loan Purchase Agreement
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Mortgage Loan Purchase Agreement (the "AGREEMENT"), dated as
of November 26, 2002 between Washington Mutual Mortgage Securities Corp. (the
"SELLER") and ABN AMRO Mortgage Corporation (the "PURCHASER").
Subject to the terms and conditions of this Agreement, the
Seller agrees to sell and the Purchaser agrees to purchase certain mortgage
loans (the "MORTGAGE LOANS") as described herein and as identified on the
Mortgage Loan Schedule defined in SECTION 2 hereof. The Mortgage Loans will be
purchased on a servicing retained basis.
Now, therefore, in consideration of the premises and the
mutual agreements set forth herein, the parties agree as follows:
SECTION 1. PURCHASE AND SALE OF THE MORTGAGE LOANS.
(a) Pursuant to the terms hereof and upon satisfaction of the
conditions set forth herein, the Seller agrees to sell and the Purchaser agrees
to purchase, Mortgage Loans having the general characteristics set forth in this
Agreement and specifically identified on the Mortgage Loan Schedule, for the
Purchase Price set forth below in SECTION 3(A) hereof and having an aggregate
principal balance on and as of the November 1, 2002 (the "CUT-OFF DATE") of
approximately $397,842,396 after deduction of principal payments due on or
before the Cut-Off Date (which amount may vary plus or minus 5% thereof), or
such other aggregate principal balance as agreed by the Purchaser and the Seller
as evidenced by the actual aggregate principal balance of the Mortgage Loans
accepted by the Purchaser on the Closing Date (as defined below).
(b) Subject to mutual agreement between the Purchaser and the Seller,
the closing for the purchase and sale of the Mortgage Loans shall take place on
November 26, 2002 (the "CLOSING DATE") at the office of Purchaser's counsel in
New York, New York or such other place as the parties shall agree.
SECTION 2. MORTGAGE LOAN SCHEDULE.
Attached to this Agreement as Schedule 1 is a listing of the Mortgage
Loans evidenced by promissory notes, mortgage notes or other evidence of
indebtedness (the "MORTGAGE NOTES") evidencing the indebtedness of one or more
obligors (each a "MORTGAGOR") and the related mortgages, deeds of trust or other
instruments securing a Mortgage Loan (the "MORTGAGES") to be purchased by and
delivered to the Purchaser on the Closing Date (as such may be amended prior to
the Closing Date by mutual agreement of the parties) (the "MORTGAGE LOAN
SCHEDULE"). The "Mortgage Loan Schedule" as of the Closing Date shall refer to
the Mortgage Loan Schedule as delivered on the Cut-Off Date related to such
Mortgage Loans to be purchased by or on behalf of the Purchaser pursuant to the
terms of this Agreement. The Mortgage Loan Schedule shall contain as to each
Mortgage Loan listed thereon, at a minimum, the Mortgage Loan information
indicated on SCHEDULE 2 hereto.
SECTION 3. PURCHASE PRICE.
(a) In exchange for the Mortgage Loans, on the Closing Date, the
Purchaser shall transfer to the Seller by wire transfer in immediately available
funds the purchase price (the "PURCHASE PRICE") which is equal to the principal
balance thereof as of the Cut-Off Date plus any accrued and unpaid interest
thereon from the Cut-Off Date to the Closing Date.
(b) The Purchaser shall be entitled to all scheduled payments of
principal and interest due with respect to the Mortgage Loans after the Cut-Off
Date, and all other recoveries of principal and interest collected after the
Cut-Off Date (other than in respect of principal and interest on the Mortgage
Loans due on or before the Cut-Off Date). The Seller shall be entitled to all
scheduled payments of principal and interest due with respect to the Mortgage
Loans on or before the Cut-Off Date, and all other recoveries of principal and
interest collected on or before the Cut-Off Date (other than in respect of
principal and interest on the Mortgage Loans due after the Cut-Off Date). The
principal balance of each Mortgage Loan as of the Cut-Off Date is determined
after deduction of payments of principal due on or before the Cut-Off Date
whether or not collected. Therefore, payments of scheduled principal and
interest prepaid for a date due following the Cut-Off Date shall not be deducted
from the principal balance as of the Cut-Off Date but such prepaid amounts shall
belong to and be promptly remitted to the Purchaser.
SECTION 4. EXAMINATION OF MORTGAGE FILES.
Prior to the Closing Date, the Seller will have made files for each
Mortgage Loan, that consist at least of the documents listed on SCHEDULE 3
attached hereto (with respect to each Mortgage Loan, a "Mortgage File", and
collectively, the "MORTGAGE FILES"), available to the Purchaser or its agents,
for examination at the Seller's offices or such other location as shall
otherwise be agreed upon by the Purchaser and the Seller. The Purchaser may
purchase all or part of the Mortgage Loans with or without conducting any
partial or complete examination. The fact that the Purchaser or its agents have
conducted or have failed to conduct any partial or complete examination of the
Mortgage Files shall not affect the Purchaser's rights under this Agreement,
including, but not limited to, the rights to demand repurchase, substitution or
other relief as provided in this Agreement.
SECTION 5. TRANSFER OF MORTGAGE LOANS; POSSESSION OF MORTGAGE FILES.
(a) On the Closing Date, subject to the satisfaction of the terms and
conditions hereof, the Seller shall sell, transfer, assign, set over and
otherwise convey to the Purchaser, without recourse, but subject to the terms of
this Agreement, all right, title and interest of the Seller in and to the
Mortgage Loans (excluding the servicing rights related thereto) and all proceeds
thereof, wherever located, including without limitation, all amounts in respect
of principal and interest received or receivable with respect to Mortgage Loan
payments due after the Cut-Off Date (and including scheduled payments of
principal and interest due after the Cut-Off Date but received by the Seller on
or before the Cut-Off Date, but not including payments of principal and interest
due on the Mortgage Loans on or before the Cut-Off Date), together with the
proceeds of any related mortgage
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insurance policies. Such transfer shall be made directly to the Purchaser in
accordance with the letter delivered to the Seller by the Purchaser attached
hereto as EXHIBIT A (the "INSTRUCTION LETTER"). The Seller's records will
accurately reflect the sale of each Mortgage Loan to the Purchaser.
(b) The ownership of each Mortgage Loan (excluding the related
servicing rights) and the related Mortgage Note, the Mortgage and the contents
of the related Mortgage File shall be, upon satisfaction of SUBSECTION 3(A)
hereof, vested in the Purchaser and the ownership of all records and documents
with respect to such Mortgage Loan prepared by or which come into the possession
of the Seller shall immediately vest in the Purchaser and shall be retained and
maintained by the Seller at the will and for the benefit of the Purchaser in a
custodial capacity only. The Seller shall deliver to the Purchaser or its agent
in accordance with the instructions set forth in EXHIBIT A, simultaneously with
the execution and delivery of this Agreement or prior to the Closing Date, each
Mortgage Note and Assignment of Mortgage with respect to the Mortgage Loans. The
remaining Mortgage File shall be retained by Standard Federal Bank, N.A. on
behalf of the Purchaser upon its payment of the Purchase Price.
(c) The transfer of the Mortgage Loans as described herein shall be
absolute and is intended by the parties to be a sale. In the event that a court
deems the conveyance set forth herein not to constitute a sale, the Seller shall
have granted to the Purchaser and the Trustee (as defined in the Pooling and
Servicing Agreement, dated as of November 1, 2002 (the "POOLING AND SERVICING
AGREEMENT"), among the Purchaser, as depositor, Washington Mutual Mortgage
Securities Corp., as servicer, and State Street Bank and Trust Company, as
trustee) a first priority security interest in the Mortgage Loans and in the
proceeds thereof of any kind or nature whatsoever, and in the proceeds of any
related insurance policies, subject to the satisfaction or waiver of the
conditions set forth in SECTION 11 hereof, and shall take, or shall cause to
have been taken, all steps necessary prior to the Closing Date to perfect such
security interest in the Purchaser.
SECTION 6. BOOKS AND RECORDS.
On the Closing Date, following the sale of the Mortgage Loans to the
Purchaser, title to each Mortgage and the related Mortgage Note shall be
transferred to the Purchaser or its assignee in accordance with this Agreement.
All rights arising out of the Mortgage Loans after the Cut-Off Date including,
but not limited to, any and all funds received on or in connection with a
Mortgage Loan and due after the Cut-Off Date shall be received and held by the
Seller in a custodial capacity for the benefit of the Purchaser or its assignee
as the owner of the Mortgage Loans in accordance herewith and shall be delivered
or caused to be delivered by the Seller to the Purchaser or its assignee on or
immediately following the Closing Date. Any funds received by the Seller, the
Purchaser or the Servicer (as defined in the Pooling and Servicing Agreement)
after the Cut-Off Date but due prior to the Cut-Off Date shall remain the
property of the Seller and shall be promptly remitted to the Seller.
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SECTION 7. FURTHER ACTIONS; FINANCING STATEMENTS.
(a) In furtherance of the provisions of SECTION 5(C) hereof, the Seller
agrees to take or cause to be taken such further actions to execute, deliver and
file or cause to be executed, delivered and filed, such further documents and
instruments (including, without limitation, any UCC financing statements) as may
be necessary, or as the Purchaser may reasonably request, in order to perfect
and maintain the security interest created pursuant to said section and to
otherwise fully effectuate the purposes, terms and conditions of this Agreement,
and the Purchaser shall cooperate in any such action.
(b) The Seller shall: (i) promptly execute, deliver, and file any
financing statements, amendments, continuation statements, assignments,
certificates and other documents with respect to such security interest as may
be necessary to enable the Purchaser to perfect or to maintain the perfection of
such security interest, each in form and substance satisfactory to the
Purchaser; and the Seller hereby grants to the Purchaser, subject to the
satisfaction or waiver of the conditions set forth in SECTION 11 hereof, the
right, at the Purchaser's option, to file any or all such financing statements,
amendments, continuation statements, assignments, certificates and other
documents pursuant to the UCC and otherwise without its signature and hereby
irrevocably appoints the Purchaser, subject to the satisfaction or waiver of the
conditions set forth in SECTION 11 hereof, as its attorney-in-fact to execute,
deliver and file any such financing statements, amendments, continuation
statements, assignments, certificates and other documents in the Seller's name
and to perform all other acts which the Purchaser deems appropriate to perfect
or to maintain the perfection of the security interest; and (ii) notify the
Purchaser within five (5) days after the occurrence of any of the following: (A)
any change in the Seller's corporate name or any trade name; (B) any change in
the Seller's location of its chief executive office or principal place of
business; and (C) any merger or consolidation or other change in Seller's
identity or material change in its corporate structure.
SECTION 8. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF SELLER.
(a) The Seller hereby represents and warrants to the Purchaser as of
the Closing Date (or such other date as is specified in the related
representation or warranty) as follows:
(i) The Seller has been duly created and is validly existing
as a corporation under the laws of the State of Delaware;
(ii) The execution and delivery of this Agreement by the
Seller and its performance of and compliance with the terms of this Agreement
will not violate the Seller's charter or by-laws or will not conflict with or
result in a breach of any of the terms or provisions of, or constitute a default
under, any indenture, mortgage, deed of trust, loan agreement or other material
agreement or instrument to which the Seller is a party or by which the Seller or
to which any of the property or assets of the Seller is subject;
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(iii) This Agreement, assuming due authorization, execution
and delivery by the Purchaser, constitutes a valid and legally binding
obligation of the Seller, enforceable against the Seller in accordance with its
terms, subject, as to enforcement, to bankruptcy, insolvency, reorganization and
other similar laws of general applicability relating to or affecting creditors'
rights and to general equity principles, regardless of whether such enforcement
is considered in a proceeding in equity or at law;
(iv) 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 other) or
operations of the Seller or its properties or might have consequences that would
affect its performance hereunder;
(v) No litigation is pending or, to the best of the Seller's
knowledge, threatened against the Seller which would prohibit its entering into
this Agreement or performing its obligations under this Agreement;
(vi) The consummation of the transactions contemplated by this
Agreement are in the ordinary course of business of the Seller, and the
transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by
the Seller pursuant to this Agreement is not subject to the bulk transfer or any
similar statutory provisions in effect in the State of Michigan;
(vii) With respect to each Mortgage Loan:
1) that the information set forth in the Mortgage
Loan Schedule appearing as an exhibit to this Agreement is
true and correct in all material respects at the date or dates
respecting which such information is furnished as specified
therein;
2) the Seller is the sole owner and holder of each
Mortgage Loan free and clear of all liens, pledges, charges or
security interests of any nature and has full right and
authority, subject to no interest or participation of, or
agreement with, any other party, to sell and assign the same
and, upon the Seller's receipt of the Purchase Price, the
Purchaser shall own and hold such Mortgage Loan free and clear
of all liens, pledges, charges or security interests of any
nature;
3) no payment of principal of or interest on or in
respect of any Mortgage Loan is 30 days or more past due from
the Due Date of such payment;
4) to the best of the Seller's knowledge, as of the
date of the transfer of the Mortgage Loans to the Purchaser,
there is no valid offset, defense or counterclaim to any
Mortgage Note or Mortgage;
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5) there is no proceeding pending, or to the best of
the Seller's knowledge, threatened for the total or partial
condemnation of any of the real property, together with any
improvements thereto, securing the indebtedness of the
Mortgagor under the related Mortgage Loan (the "Mortgaged
Property") and the Mortgaged Property is free of material
damage and is in good repair and neither the Mortgaged
Property nor any improvement located on or being part of the
Mortgaged Property is in violation of any applicable zoning
law or regulation;
6) that each Mortgage Loan complies with all
applicable state or federal laws, regulations and other
requirements, including, but not limited to, usury, equal
credit opportunity, truth-in-lending and disclosure laws, and
each Mortgage Loan was not usurious at the time of
origination;
7) to the best of the Seller's knowledge, all
insurance premiums, water, sewer and municipal charges,
leasehold payments and ground rents previously due and owing
with respect to each Mortgaged Property have been paid and all
taxes and governmental assessments previously due and owing,
and which may become a lien against the Mortgaged Property,
with respect to the Mortgaged Property have been paid;
8) that each Mortgage Note and the related Mortgage
are genuine and each is the legal, valid and binding
obligation of the maker thereof, enforceable in accordance
with its terms except as such enforcement may be limited by
bankruptcy, insolvency, reorganization or other similar laws
affecting the enforcement of creditors' rights generally and
by general equity principles (regardless of whether such
enforcement is considered in a proceeding in equity or at
law); all parties to the Mortgage Note and the Mortgage had
legal capacity to execute the Mortgage Note and the Mortgage;
and each Mortgage Note and Mortgage have been duly and
properly executed by the Mortgagor;
9) that each Mortgage is a valid and enforceable
perfected first lien on the property securing the related
Mortgage Note, and that each Mortgage Loan is covered by an
ALTA mortgagee title insurance policy or other form of policy
or insurance acceptable to FNMA or FHLMC, issued by, and is a
valid and binding obligation of, a title insurer acceptable to
FNMA or FHLMC insuring the originator, its successor and
assigns, as to the lien of the Mortgage in the original
principal amount of the Mortgage Loan subject only to (a) the
lien of current real property taxes and assessments not yet
due and payable, (b) covenants, conditions and restrictions,
rights of way, easements and other matters of public record as
of the date of recording of such Mortgage acceptable to
mortgage lending institutions in the area in which the
Mortgaged Property is located or specifically referred to in
the appraisal performed in connection with the origination of
the related Mortgage Loan and (c) such other matters to which
like properties are commonly subject which do not
individually, or
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in the aggregate, materially interfere with the benefits of
the security intended to be provided by the Mortgage;
10) neither the Seller nor any prior holder of any
Mortgage or Mortgage Note has, except as the Mortgage File may
reflect, impaired, waived, altered or modified the Mortgage or
Mortgage Note in any respect, except by a written instrument
which has been recorded, if necessary to protect the interests
of the Purchaser and which has been delivered to the
Purchaser. The substance of any such waiver, alteration or
modification has been approved by the issuer of any primary
mortgage insurance policy covering the Mortgage Loan and title
insurer, to the extent required by the policies, and its terms
are reflected in the Mortgage Loan Schedule. No Mortgage has
been satisfied, cancelled or subordinated in whole or in part;
No Mortgaged Property has been released in whole or in part
from the lien of the Mortgage; No instrument of release,
cancellation, modification or satisfaction has been executed
with respect to the Mortgage Loan;
11) that each Mortgaged Property consists of a fee
simple estate or condominium form of ownership in real
property;
12) the condominium projects that include the
condominiums that are the subject of any condominium loan are
acceptable to FNMA or FHLMC;
13) no foreclosure action is threatened or has been
commenced with respect to the Mortgage Loan; and except for
payment delinquencies not in excess of 30 days, there is no
default, breach, violation or event of acceleration existing
under the Mortgage or the related Mortgage Note and, to the
best of the Seller's knowledge, 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;
14) that each Mortgage Loan was originated on FNMA or
FHLMC uniform instruments for the state in which the Mortgaged
Property is located;
15) that based upon a representation by each
Mortgagor at the time of origination or assumption of the
applicable Mortgage Loan, approximately 97% of the Mortgage
Loans measured by principal balance were to be secured by
owner-occupied residences and approximately 3% of the Mortgage
Loans measured by principal balance were secured by
owner-occupied second home residences;
16) that an appraisal of each Mortgaged Property was
conducted at the time of origination of the related Mortgage
Loan, and that each such appraisal was conducted in accordance
with FNMA or FHLMC criteria, on FNMA or FHLMC forms and
comparables on at least three properties were obtained;
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17) that no Mortgage Loan had a Loan-to-Value Ratio
at origination in excess of 95%;
18) the Mortgage Loans were not selected in a manner
to adversely affect the interests of the Purchaser and the
Seller knows of no conditions which reasonably would cause it
to expect any Mortgage Loan to become delinquent or otherwise
lose value;
19) each Mortgage Loan was either (A) originated
directly by or closed in the name of either: (i) a savings and
loan association, savings bank, commercial bank, credit union,
insurance company, or similar institution which is supervised
and examined by a federal or state authority or (ii) a
mortgagee approved by the Secretary of Housing and Urban
Development pursuant to Sections 203 and 211 of the National
Housing Act or (B) originated or underwritten by an entity
employing underwriting standards consistent with the
underwriting standards of an institution as described in
subclause (A)(i) or (A)(ii) above;
20) each Mortgage Loan is a "qualified mortgage"
within the meaning of Section 860G of the Internal Revenue
Code of 1986, without regard to ss. 1.860 G-2(f) of the REMIC
provisions or any similar rule;
21) that no Mortgage Loan permits negative
amortization or the deferral of accrued interest;
22) pursuant to the terms of the applicable Mortgage,
all buildings or other improvements upon each Mortgaged
Property are insured by an insurer acceptable to FNMA or FHLMC
against loss by fire, hazards of extended coverage and such
other hazards as are customary in the area where the Mortgaged
Property is located pursuant to insurance policies conforming
to the requirements of FNMA or FHLMC. If upon origination of
any Mortgage Loan, the Mortgaged Property was in an area
identified in the Federal Register by the Federal Emergency
Management Agency as having special flood hazards (and such
flood insurance has been made available) a flood insurance
policy meeting the requirements of the current guidelines of
the Federal Insurance Administration is in effect which policy
conforms to the requirements of FNMA or FHLMC. All individual
insurance policies contain a standard mortgagee clause naming
the Seller and its successors and assigns as mortgagee, and
all premiums thereon have been paid. Each Mortgage obligates
the Mortgagor thereunder to maintain the hazard insurance
policy at the Mortgagor's cost and expense, and on the
Mortgagor's failure to do so, authorizes the holder of the
Mortgage to obtain and maintain such insurance at such
Mortgagor's cost and expense, and to seek reimbursement
therefor from the Mortgagor. Where required by state law or
regulation, the Mortgagors have been given an opportunity to
choose the
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carrier of the required hazard insurance policy, provided the
policy is not a "master" or "blanket" hazard insurance policy
covering the common facilities of a planned unit development.
The hazard insurance policy is the valid and binding
obligation of the insurer, is in full force and effect, and
will be in full force and effect and inure to the benefit of
the Purchaser upon the consummation of the transactions
contemplated by this Agreement. Seller has not engaged in, and
has no knowledge of the Mortgagor's or any subservicer s
having engaged in, any act or omission which would impair the
coverage of any such policy, the benefits of the endorsement
provided for herein, or the validity and binding effect of
either, including, without limitation, no unlawful fee,
commission, kickback or other unlawful compensation or value
of any kind has been or will be received, retained or realized
by any attorney, firm or other person or entity, and no such
unlawful items have been received, retained or realized by the
Seller. All flood insurance and hazard insurance premiums have
been paid when due;
23) each Mortgage Loan has been closed and the
proceeds of the Mortgage Loan have been fully disbursed and
there is no requirement for future advances thereunder, and
any and all requirements as to completion of any on-site or
off -site improvement and as to disbursements of any escrow
funds therefor have been complied with. All costs, fees and
expenses incurred in making or closing each Mortgage Loan and
the recording of the related Mortgage were paid, and the
applicable Mortgagor is not entitled to any refund of any
amounts paid or due under the Mortgage Note or Mortgage;
24) with respect to each Mortgage Loan with a
Loan-to-Value Ratio greater than 80%, the excess of the
principal balance of such Mortgage Loan to the percentage of
the appraised value thereof specified by FNMA is and will be
insured as to payment defaults by a primary mortgage insurance
policy issued by an insurer, and in a form, acceptable to FNMA
or FHLMC. All provisions of such primary mortgage insurance
policy have been and are being complied with, such policy is
in full force and effect, and all premiums due thereunder have
been paid. No action, inaction or event has occurred and no
state of facts exists that has, or will result in the
exclusion from, denial of, or defense to coverage. Any
Mortgage Loan subject to a primary mortgage insurance policy
obligates the Mortgagor thereunder to maintain the primary
mortgage insurance policy and to pay all premiums and charges
in connection therewith. The mortgage interest rate for the
Mortgage Loan as set forth on the Mortgage Loan Schedule is
net of any such insurance premium;
25) to the best of the Seller's knowledge each
Mortgaged Property is free from any and all toxic or hazardous
substances and there exists no violation of any local, state
or federal environmental law, rule or regulation;
26) all inspections, licenses and certificates
required to be made or issued with respect to all occupied
portions of each Mortgaged Property and, with respect
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to the use and occupancy of the same, including, but not
limited to, certificates of occupancy and fire underwriting
certificates, have been made or obtained from the appropriate
authorities;
27) each Mortgage Loan has been properly serviced in
accordance with all applicable federal, state and local laws,
the terms of the Mortgage, Mortgage Note and related Mortgage
Loan documents and all applicable guidelines to any prior
mortgagee. With respect to escrow deposits and escrow
payments, all such payments are in the possession of the
Seller and there exist no deficiencies in connection therewith
for which customary arrangements for repayment thereof have
not been made. All escrow payments have been collected in full
compliance with state and federal law. An escrow of funds is
not prohibited by applicable law and has been established in
accordance with law, and by Servicer's best estimate in an
amount sufficient to pay for every item which remains unpaid
and which has been assessed but is not yet due and payable. No
escrow deposits or escrow payments or other charges or
payments due the Seller have been capitalized under any
Mortgage or any Mortgage Note. Any interest required to be
paid pursuant to state and local law has been properly paid
and credited;
28) [the Mortgage Loan will have a transferable
life-of-loan tax service contract with First American Real
Estate Tax Service or another tax service, provided that such
tax service is acceptable to the Purchaser;]
29) Each Mortgage Note and Assignment of Mortgage has
been, or will be, delivered to the Purchaser or its custodian
for each Mortgage Loan;
30) the Mortgage Loan was underwritten in accordance
with the Seller's underwriting standards in effect at the time
the Mortgage Loan was originated; and
31) no fraud occurred on the part of the Seller, the
Mortgagor or, to the best of the Seller's knowledge, any third
party in connection with the origination of the Mortgage Loan.
It is understood and agreed that the representations and
warranties set forth in this SECTION 8 shall survive the sale of the
Mortgage Loans to the Purchaser and shall inure to the benefit of the
Purchaser, notwithstanding any restrictive or qualified endorsement on
any Mortgage Note (or lost note affidavit and indemnity) or assignment
of Mortgage or the examination of any Mortgage File.
Upon discovery by either the Seller, the Purchaser or its
designees of a breach of any of the foregoing representations or
warranties of the Seller which materially and adversely affects (1) the
value of any of the Mortgage Loans actually delivered or (2) the
interests of the Purchaser therein, the party discovering such breach
shall give prompt written notice to the other. Within 90 (ninety) days
of its discovery or its receipt of notice of any such breach
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of a representation or warranty, the Seller shall, with respect to the
Mortgage Loan(s) to which such breach relates, either (i) cure such
breach in all material respects (except for a breach of that portion of
the representation and warranty relating to any casualty from the
presence of hazardous waste or hazardous substances), (ii) repurchase
such Mortgage Loan or Mortgage Loans (or any property acquired in
respect thereof) from the Purchaser at a purchase price in an amount
equal to par plus accrued interest up to the date of repurchase or
(iii) within the 90 (ninety)-day period following the Closing Date
substitute another mortgage loan for such Mortgage Loan. Such
substitute mortgage loan shall on the date of substitution, (a) have a
principal balance not in excess of the principal balance of the
defective Mortgage Loan, (b) be accruing interest at a rate of interest
at least equal to that of the defective Mortgage Loan, (c) have a
remaining term to stated maturity not greater than, and not more than
two years less than, that of the Mortgage Loan so substituted, (d) have
an original loan-to-value ratio not higher than that of the Mortgage
Loan so substituted and a current loan-to-value ratio not higher than
that of the Mortgage Loan so substituted, and (e) comply with all the
representations and warranties relating to Mortgage Loans set forth
herein, as of the date of substitution (such mortgage loan being
referred to herein as a "QUALIFYING SUBSTITUTE MORTGAGE LOAN"). It is
understood and agreed that the obligations of the Seller set forth in
this SECTION 8 to cure, substitute for or repurchase a defective
Mortgage Loan constitute the sole remedies of the Purchaser respecting
a breach of the foregoing representations and warranties.
The Purchaser, upon receipt by it of the full amount of the
purchase price in an amount equal to par plus accrued interest up to
the date of repurchase for a Mortgage Loan that is repurchased, or upon
receipt of the Mortgage File for a Qualifying Substitute Mortgage Loan
for a Mortgage Loan that is substituted or repurchased, shall release
or cause to be released and reassign to the Seller the related Mortgage
File for the Mortgage Loan that is substituted and shall execute and
deliver such instruments of transfer or assignment, in each case
without recourse, representation, or warranty, as shall be necessary to
vest in the Seller or its designee or assignee title to any such
substituted Mortgage Loan released pursuant hereto, free and clear of
all security interests, liens and other encumbrances created by this
Agreement, which instruments shall be prepared by the Seller at its
expense and shall be reasonably acceptable to the Purchaser, and the
Purchaser shall have no further responsibility with respect to the
Mortgage File relating to such Mortgage Loan that is substituted.
Any cause of action against the Seller or relating to or
arising out of the breach of any representations and warranties made in
this SECTION 8 shall accrue as to any Mortgage Loan upon (i) discovery
of such breach by the Purchaser or notice thereof by the Seller to the
Purchaser, (ii) failure by the Seller to cure such breach, repurchase
such Mortgage Loan or substitute a Qualifying Substitute Mortgage Loan
as specified above, and (iii) demand upon the Seller by the Purchaser
for all amounts payable in respect of such Mortgage Loan.
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SECTION 9. REPRESENTATIONS, WARRANTIES AND AGREEMENTS OF PURCHASER.
(a) The Purchaser hereby represents and warrants to the Seller, as of
the date hereof (or such other date as is specified in the related
representation or warranty) as follows:
(i) The Purchaser is a corporation duly formed and validly
existing under the laws of the State of Delaware;
(ii) The execution and delivery of this Agreement by the
Purchaser and its performance of and compliance with the terms of this
Agreement will not violate the Purchaser's corporate charter or by-laws
or will not conflict with or result in a breach of any of the terms or
provisions of, or constitute a default under, any indenture, mortgage,
deed of trust, loan agreement or other material agreement or instrument
to which the Purchaser is a party or by which the Purchaser or to which
any property or assets of the Purchaser is subject;
(iii) The Purchaser has all requisite corporate power,
authority and capacity to enter into this Agreement and to perform the
obligations required of it hereunder. This Agreement, assuming due
authorization, execution and delivery by the Seller, constitutes a
valid and legally binding obligation of the Purchaser, enforceable
against the Purchaser in accordance with its terms, subject, as to
enforcement, to bankruptcy, insolvency, reorganization and other
similar laws of general applicability relating to or affecting
creditors' rights and to general equity principles, regardless of
whether such enforcement is considered in a proceeding in equity or at
law. No consent, approval, authorization or order of or registration
with, or notice to, any governmental authority or court is required,
under state or federal law prior to the execution, delivery,
performance of or compliance by the Purchaser with this Agreement or
the consummation by the Purchaser with any other transaction
contemplated hereby;
(iv) The Purchaser 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 the Purchaser
default might have consequences that would materially and adversely
affect the condition (financial or other) or operations of the
Purchaser or its properties or might have consequences that would
affect its performance hereunder; and
(v) No litigation is pending or, to the best of the
Purchaser's knowledge, threatened against the Purchaser which would
prohibit its entering into this Agreement or performing its obligations
under this Agreement;
SECTION 10. PURCHASER'S CONDITIONS TO CLOSING.
The obligations of the Purchaser under this Agreement shall be subject
to the satisfaction, on or prior to the Closing Date, of the following
conditions:
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(a) The obligations of the Seller 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 and all of the representations and
warranties of the Seller under this Agreement shall be true and correct as of
the date hereof and as of the Closing Date, and no event shall have occurred
which, with notice or the passage of time, or both, would constitute a default
under this Agreement, and the Purchaser shall have received a certificate to
that effect signed by an Authorized Officer (as defined below) of the Seller.
(b) The Purchaser or the Purchaser's document custodian shall have
received, or the Purchaser's attorney shall have received in escrow, all of the
following closing documents, in such forms as are agreed upon and acceptable to
the Purchaser, duly executed by all signatories other than the Purchaser, as
required pursuant to the respective terms thereof:
(i) An assignment or assignments of the Mortgage Loans to the
Purchaser substantially in the form attached hereto as EXHIBIT B with
such changes as are required to adapt the assignment to the proper form
in the jurisdiction where the related Mortgage Property is located, and
each original Mortgage Note (or lost note affidavit and indemnity),
duly endorsed originally or by facsimile, without recourse, to the
Purchaser, in each case in accordance with the instructions set forth
in EXHIBIT A attached hereto, which assignment or assignments and
Mortgage Note (or lost note affidavit and indemnity) shall be delivered
to and held by the Purchaser or its agent on behalf of the Purchaser;
(ii) The Mortgage Loan Schedule prepared by Purchaser dated as
of the related Closing Date and attached hereto;
(iii) A certificate signed by an officer, which officer may be
either a senior vice president, a vice president, an assistant vice
president or assistant secretary (an "AUTHORIZED OFFICER"), dated as of
the Closing Date, substantially in the form attached hereto as EXHIBIT
C, to the parties hereto, and attached thereto copies of the charter
and by-laws and a Good Standing Certificate or a memorandum setting
forth the verbal assurances from the appropriate regulatory authorities
with respect to the Seller will be immediately forthcoming; and
(iv) An opinion of Seller's counsel in substantially the form
attached hereto as EXHIBIT D.
(c) The Seller will furnish to the Purchaser such other certificates of
its officers or others and such other documents to evidence fulfillment of the
conditions set forth in this Agreement as the Purchaser and its attorney may
reasonably request.
SECTION 11. SELLER'S CONDITIONS TO CLOSING.
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:
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(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 and all of the representations and
warranties of the Purchaser under this Agreement shall be true and correct as of
the date hereof and as of the Closing Date, and no event shall have occurred
which, with notice or the passage of time, or both, would constitute a default
under this Agreement, and the Seller shall have received a certificate to that
effect signed by an Authorized Officer of the Purchaser;
(b) The Seller shall have received, or the Seller's attorney shall have
received in escrow, a certificate signed by an Authorized Officer of the
Purchaser dated as of the Closing Date, in the form acceptable to the parties
hereto, and attached thereto the resolutions of the Purchaser authorizing the
transactions contemplated by this Agreement, together with copies of the
Articles of Association and by-laws as of a recent date with respect to the
Purchaser; and
(c) The Purchaser will furnish to the Seller such other certificates of
its officers or others and such other documents to evidence fulfillment of the
conditions set forth in this Agreement as the Seller and its attorney may
reasonably request.
SECTION 12. NOTICES.
All demands, notices and communications hereunder shall be in writing
and shall be deemed to have been duly given if mailed, by registered or
certified mail, return receipt requested, or, if by other means, when received
by the other party. Notices to the Seller shall be directed to Washington Mutual
Mortgage Securities Corp., 0000 Xxxxx Xxxxxx, XXX 0000, Xxxxxxx, Xxxxxxxxxx
00000, Attention: Legal Department; and notices to the Purchaser shall be
directed to ABN AMRO Mortgage Corporation, 000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000,
Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxxx Xxxxxxx - First Vice President - ABN
AMRO Mortgage Operations, with a copy to ABN AMRO North America, Inc. 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxx Xxxxxx - Associate
General Counsel; or such other addresses as may hereafter be furnished to the
other party by like notice.
SECTION 13. TERMINATION.
This Agreement may be terminated (a) by the mutual consent of the
parties hereto, or (b) by the Purchaser if the conditions to the Purchaser's
obligations to closing set forth under SECTION 10 hereof are not fulfilled as
and when required to be fulfilled or (c) by the Seller if the Purchaser's
obligations under SECTION 11 hereof are not fulfilled as and when required. In
the event of a termination pursuant to SECTION 14(B), the Seller agrees that it
will pay the out-of-pocket fees and expenses of the Purchaser in connection with
the transactions contemplated by this Agreement and in the event of a
termination pursuant to SECTION 14(C), the Purchaser agrees that it will pay the
out-of-pocket fees and expenses of the Seller in connection with the
transactions contemplated by this Agreement.
SECTION 14. REPRESENTATIONS, WARRANTIES AND AGREEMENTS TO SURVIVE DELIVERY.
All representations, warranties and agreements contained in this
Agreement, or in certificates of officers of the Seller and the Purchaser
submitted pursuant hereto, shall remain operative and in full force and effect
and shall survive transfer and sale of the Mortgage Loans to the Purchaser.
SECTION 15. SEVERABILITY.
If any provision of this Agreement shall be prohibited or invalid under
applicable law, the Agreement shall be ineffective only to such extent, without
invalidating the remainder of this Agreement.
SECTION 16. COUNTERPARTS.
This Agreement may be executed in any number of counterparts, each of
which shall be an original, but both of which together shall constitute one and
the same agreement.
SECTION 17. GOVERNING LAW.
This Agreement shall be deemed to have been made in the State of New
York and shall be interpreted in accordance with the laws of such state without
regard to the principles of conflicts of law of such state.
-15-
SECTION 18. FURTHER ASSURANCES.
The Seller and the Purchaser agree to execute and deliver such
instruments and take such actions as the other 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 be binding upon 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. Any person into which the Seller may be merged or
consolidated (or any person resulting from any merger or consolidation involving
the Seller), or any person succeeding to the business of the Seller shall be
considered the "successor" of the Seller hereunder. Except as provided in the
two preceding sentences, this Agreement cannot be assigned, pledged or
hypothecated by any party hereto without the written consent of the other party
to this Agreement. Notwithstanding anything to the contrary in this SECTION 19,
the parties hereto agree that the Purchaser has the right to assign its rights
and interest in, to and under SECTION 8 hereof.
SECTION 20. AMENDMENTS.
No term or provision of this Agreement may be waived or modified unless
such waiver or modification is in writing and signed by a duly authorized
officer of the party against whom such waiver or modification is sought to be
enforced.
-16-
IN WITNESS WHEREOF, the Seller and the Purchaser have caused their
names to be signed hereto by their respective duly authorized officers as of the
date first above written.
Washington Mutual Mortgage Securities Corp.,
as Seller
By: /s/ Xxxxxxx X. Xxxxxx
----------------------------------------
Name: Xxxxxxx X. Xxxxxx
Title: Vice President
WAMU MORTGAGE LOAN PURCHASE AGREEMENT
ABN AMRO Mortgage Corporation,
as Purchaser
By: /s/ Xxxxxx X. Xxxxxxx
----------------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
WAMU MORTGAGE LOAN PURCHASE AGREEMENT
SCHEDULE 1
MORTGAGE LOAN SCHEDULE
----------------------
(Provided upon request)
SCHEDULE 2
MORTGAGE LOAN SCHEDULE INFORMATION
----------------------------------
Each Mortgage Loan shall be identified by at least the following
details, among others, relating to each Mortgage Loan:
(i) the loan number of the Mortgage Loan and name of the
related Mortgagor;
(ii) the street address of the Mortgaged Property
including city, state and zip code;
(iii) the mortgage interest rate as of the Cut-Off Date;
(iv) the original term and maturity date of the related
Mortgage Note;
(v) the original principal balance;
(vi) the first payment date;
(vii) the monthly payment in effect as of the Cut-Off Date;
(viii) the date of the last paid installment of interest;
(ix) the unpaid principal balance as of the close of
business on the Cut-Off Date;
(x) the loan-to-value ratio at origination;
(xi) the type of property;
(xii) whether a primary mortgage insurance policy is in
effect as of the Cut-Off Date;
(xiii) the nature of occupancy at origination;
(xiv) the servicing fee;
(xv) the county in which the Mortgaged Property is
located, if available; and
(xvi) the closing date.
SCHEDULE 3
MORTGAGE FILE INFORMATION
-------------------------
Each Mortgage File shall include at least the following documents,
among others, with respect to each Mortgage Loan transferred and assigned from
the Seller to the Purchaser, or its agent:
(i) the original Mortgage Note (or, if the original Mortgage Note
has been lost or destroyed, a lost note affidavit and
indemnity) bearing all intervening endorsements endorsed,
"Pay to the order of State Street Bank and Trust Company for
the benefit of the Certificateholders of ABN AMRO Mortgage
Corporation Series 2002-9 Attn: Corporate Trust Department, 0
Xxxxxx xx Xxxxxxxxx, Xxxxxx, XX 00000-0000, without recourse"
and signed in the name of the mortgagee at the request of the
Seller by an Authorized Officer showing an unbroken chain of
title from the originator thereof to the person endorsing;
(ii) (a) the original Mortgage with evidence of recording thereon,
and if the Mortgage was executed pursuant to a power of
attorney, a certified true copy of the power of attorney
certified by the recorder's office, with evidence of
recording thereon, or certified by a title insurance company
or escrow company to be a true copy thereof; PROVIDED, that
if such original Mortgage or power of attorney cannot be
delivered with evidence of recording thereon on or prior to
the Closing Date because of a delay caused by the public
recording office where such original Mortgage has been
delivered for recordation or because such original Mortgage
has been lost, the Seller shall deliver or cause to be
delivered to the Purchaser (with a copy to the Trustee (as
defined in the Pooling and Servicing Agreement)) a true and
correct copy of such Mortgage, together with (1) in the case
of a delay caused by the public recording office, a
certificate signed by an Authorized Officer of the Seller
stating that such original Mortgage has been dispatched to
the appropriate public recording official for recordation or
(2) in the case of an original Mortgage that has been lost, a
certificate by the appropriate county recording office where
such Mortgage is recorded or from a title insurance company
or escrow company indicating that such original was lost and
the copy of the original mortgage is a true and correct copy;
(b) the original assignment to "State Street Bank and Trust
Company, as Trustee," which assignment shall be in form and
substance acceptable for recording, or a copy certified by
the Seller as a true and correct copy of the original
assignment which has been sent for recordation. Subject to
the foregoing, such assignments may, if permitted by law, be
by blanket assignments for Mortgage Loans covering Mortgaged
Properties situated within the same county. If the assignment
is in blanket form, a copy of the assignment shall be
included in the related individual Mortgage File;
(iii) the originals of any and all instruments that modify the
terms and conditions of the Mortgage Note, including but not
limited to modification, consolidation, extension and
assumption agreements including any adjustable rate mortgage
(ARM) rider, if any;
(iv) the originals of all required intervening assignments, if
any, with evidence of recording thereon, and if such
assignment was executed pursuant to a power of attorney, a
certified true copy of the power of attorney certified by the
recorder's office, with evidence of recording thereon, or
certified by a title insurance company or escrow company to
be a true copy thereof; PROVIDED, that if such original
assignment or power of attorney cannot be delivered with
evidence of recording thereon on or prior to the Closing Date
because of a delay caused by the public recording office
where such original assignment has been delivered for
recordation or because such original assignment has been
lost, the Seller shall deliver or cause to be delivered to
the Purchaser (with a copy to the Trustee (as defined in the
Pooling and Servicing Agreement)) a true and correct copy of
such assignment, together with (a) in the case of a delay
caused by the public recording office, a certificate signed
by an Authorized Officer of the Seller stating that such
original assignment has been dispatched to the appropriate
public recording official for recordation or (b) in the case
of an original assignment that has been lost, a certificate
by the appropriate county recording office where such
assignment is recorded or from a title insurance company or
escrow company indicating that such original was lost and the
copy of the original assignment is a true and correct copy;
(v) the original mortgagee policy of title insurance (including,
if applicable, the endorsement relating to the negative
amortization of the Mortgage Loans) or in the event such
original title policy is unavailable, any one of an original
title binder, an original preliminary title report or an
original title commitment or a copy thereof certified by the
title company with the original policy of title insurance to
follow within 180 days of the Closing Date;
-2-
EXHIBIT A
---------
INSTRUCTION LETTER
ABN AMRO Mortgage Corporation
000 Xxxxx XxXxxxx Xxxxxx, Xxxxx 000
Xxxxxxx, Xxxxxxxx 00000
________ __, 2002
Washington Mutual Mortgage Securities Corp.
00 Xxxxx Xxxxxxx Xxxxx
Xxxxxx Xxxxx, Xxxxxxxx 00000
Dear Ladies and Gentlemen:
Pursuant to the Mortgage Loan Purchase Agreement dated as of November
26, 2002 (the "PURCHASE AGREEMENT") between you and us, we have agreed to
purchase from you certain Mortgage Loans. All capitalized terms used herein and
not otherwise defined shall have the meanings set forth in the Purchase
Agreement.
In order to facilitate these transactions, and for the purpose of
convenience only, we hereby authorize and direct you to:
Action Due Date
1. Endorse mortgage notes (or lost one week prior to funding
note affidavits and
indemnities) to: "Pay to the
order of State Street Bank and
Trust Company for the benefit
of the Certificateholders of
ABN AMRO Mortgage Corporation
Series 2002-9, Attn: Corporate
Trust Department, 0 Xxxxxx xx
Xxxxxxxxx, Xxxxxx, XX
00000-0000, without recourse"
2. Assign mortgages to be recorded one week prior to funding
to State Street Bank and Trust
Company for the benefit of the
Certificateholders of ABN AMRO
Mortgage Corporation Series
2002-9:
3. Deliver to the Purchaser or its two business days after funding
agent all Mortgage Loan
documents pertaining to each
loan
4. Deliver to the Purchaser's one week prior to Servicing
servicer all Mortgage Loan transfer date
servicing documents pertaining
to each loan
5. Provide lost mortgage note one week prior to funding
affidavits, certified copies of
all missing mortgages, and
certified recorded copies of
missing intervening assignments
6. Mortgage Loan Schedule one day prior to funding
generated by Purchaser and
agreed to by Seller
Sincerely,
ABN AMRO Mortgage Corporation
By: _______________________________
Name: _____________________________
Title: ____________________________
-2-
EXHIBIT B
---------
FORM OF ASSIGNMENT
------------------
Washington Mutual Mortgage Securities Corp., a Delaware corporation
(the "SELLER"), in exchange for $_______________ in hand paid and other good and
valuable consideration, hereby grants, bargains, sells, assigns, transfers,
conveys, and sets over to ABN AMRO Mortgage Corporation, a Delaware corporation
(the "PURCHASER"), all of the Seller's right, title, and interest in, to, and
under the mortgage loans listed on SCHEDULE 1 attached hereto, the mortgage
notes evidencing or relating to such mortgage loans, all mortgages, trust deeds,
title insurance policies, property insurance policies, chattel paper, loan
guaranties, loan accounts, surveys, instruments, certificates, and other
documents whatsoever evidencing or relating to such mortgage notes and mortgage
loans, and all books, ledgers, books of account, records, writings, data bases,
information, and computer software (and all documentation therefor or relating
thereto, and all licenses relating to or covering such computer software and/or
documentation), and all other property, rights, title, and interests whatsoever
relating to, used, or useful in connection with, or evidencing, embodying,
incorporating, or referring to, any of the foregoing (the "MORTGAGES"). The
Seller warrants to the Purchaser that the Seller is the owner of the Mortgages,
subject to no liens, claims, or encumbrances.
Dated: _____________, 2002 Washington Mutual Mortgage Securities Corp.
By:_________________________________
Name:____________________________
Title:___________________________
-0-
XXXXXXXXXXXX XX __________ __, 2002
ABN AMRO Mortgage Corporation
By:__________________________
Name:_____________________
Title:____________________
-3-
STATE OF ____________ )
)
COUNTY OF ____________ )
I, ______________, a Notary Public in and for the said County and
State, do hereby certify that ____________, personally known to me to be the
same person whose name is subscribed to the foregoing instrument as
_______________ of __________________, appeared before me this day in person
and, being first sworn, acknowledged that he signed and delivered the said
instrument as his own free and voluntary act, and as the free and voluntary act
of said corporation as the ___________ of ____________, a ____________, for the
uses and purposes therein set forth and that he was duly authorized to execute
the said instrument by the __________________ of said
_________________.
Given under my hand and seal, this ____ day of ____________, 2002.
__________________________________
Notary Public
My commission expires:______________
-4-
EXHIBIT C
---------
FORM OF OFFICER'S CERTIFICATE
-----------------------------
Dated as of the Closing Date
State Street Bank & Trust Company, as Trustee
000 Xxxxxxxx Xxxxxx, Xxxxxx, XX
00000 Attention: Corporate Trust, ABN AMRO 2002-9.
RE: ABN AMRO Mortgage Corporation
Mortgage Pass-Through Certificates
Series 2002-9
Ladies and Gentlemen:
All capitalized terms used but not defined herein shall have the meaning
ascribed to them in the Pooling and Servicing Agreement, dated as of November 1,
2002, among ABN AMRO Mortgage Corporation, as depositor, State Street Bank &
Trust Company, as trustee, and Washington Mutual Mortgage Securities Corp.
(WMMSC), as a seller and a servicer.
This is to advise you that the persons listed on the attached Schedule A are
Servicing Officers, as defined in Article I of such Pooling and Servicing
Agreement, and are authorized to take all actions and sign all documents as
indicated in the Pooling and Servicing Agreement. The signatures appearing
opposite the respective names of such Servicing Officers are their genuine
signatures. The list of Servicing Officers may be amended from time to time by
delivery to you of a revised schedule.
Very truly yours,
WASHINGTON MUTUAL MORTGAGE SECURITIES
CORP.
By: _____________________________
Name: Xxxxxx X. Xxxxxxx
Title: First Vice President
AMAC 2002-9
ASSISTANT SECRETARY'S CERTIFICATE
The undersigned, the duly elected Assistant Secretary of Washington Mutual
Mortgage Securities Corp., a Delaware corporation (the Company), hereby
certifies as follows.
1. Attached hereto as EXHIBIT A is a true and correct copy of the
Amended Certificate of Incorporation of the Company, which is in full force and
effect on the date hereof.
2. The Company has been duly incorporated and is validly existing as a
corporation in good standing under the laws of the State of Delaware.
3. Attached hereto as EXHIBIT B is a true and correct copy of the By
laws of the Company which are in full force and effect on the date hereof.
4. To the best of my knowledge, no proceedings looking toward
liquidation or dissolution of the Company are pending or contemplated.
5. Attached hereto as EXHIBIT C are true and correct copies of
resolutions adopted by the Board of Directors of the Company, relating to the
authorization, execution and delivery of the Pooling and Servicing Agreement,
dated as of dated as of November 1, 2002, among ABN AMRO Mortgage Corporation,
as depositor, State Street Bank & Trust Company, as trustee, and Washington
Mutual Mortgage Securities Corp. (WMMSC), as a seller and a servicer (the
Pooling and Servicing Agreement and, together with the Purchase Agreement, the
Agreements) and (iii) each other agreement executed and delivered by the Company
relating to the above-referenced Series and the consummation of the transactions
contemplated by the foregoing agreements. Said resolutions have not been
amended, modified, annulled or revoked, and are in full force and effect as of
the date hereof, and the instruments referred to in said resolutions were
executed pursuant thereto and in compliance therewith.
6. Attached hereto as EXHIBIT D is a true and correct copy of a
Certificate of Good Standing issued as of a recent date by the Secretary of
State of the State of Delaware with respect to the Company.
7. Each person who, as an officer or representative of the Company,
signed any of the Agreements or any other agreement or document delivered by the
Company prior to or on the date hereof in connection with the transactions
contemplated by the foregoing agreements was at the time of such signing and
delivery and is as of the date hereof, duly elected or appointed, qualified and
acting as such officer, and the signatures of such persons appearing on such
documents are their genuine signatures.
8. Capitalized terms used herein but not defined herein shall have the
meanings assigned to them in the Pooling and Servicing Agreement.
-2-
IN WITNESS WHEREOF, I have signed my name as of the Closing Date.
By:_____________________________
Name: Xxxxxx X. Xxxxxxx
Title: Secretary
-3-
[OPINION TO BE REVISED IN ACCORDANCE WITH
GENERAL COUNSEL'S FORM OF OPINION LETTER]
EXHIBIT D
---------
[OPINION OF SELLER'S IN-HOUSE COUNSEL
PURSUANT TO SECTION 10(B)(IV)]
