ARTICLE II SALE OF MORTGAGE LOANS AND RELATED PROVISIONS
Execution Copy
WACHOVIA ASSET SECURITIZATION, INC.,
as Purchaser,
and
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Seller and Servicer,
__________________________________________________________________________________________
MORTGAGE LOAN PURCHASE AGREEMENT
__________________________________________________________________________________________
Dated as of September 27, 2002
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................................................................................7
Section 2.5 Draws During 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...............................................8
ARTICLE IV
SELLER'S COVENANTS
Section 4.1 Covenants of the Seller...................................................................15
ARTICLE V
[RESERVED]
ARTICLE VI
LIMITATION OF LIABILITY
Section 6.1 Limitation on Liability of the Seller.....................................................16
ARTICLE VII
TERMINATION
Section 7.1 Termination...............................................................................16
ARTICLE VIII
MISCELLANEOUS PROVISIONS
Section 8.1 Amendment.................................................................................16
Section 8.2 GOVERNING LAW.............................................................................16
Section 8.3 Notices...................................................................................17
Section 8.4 Severability of Provisions................................................................17
Section 8.5 Relationship of Parties...................................................................18
Section 8.6 Counterparts..............................................................................18
Section 8.7 Further Agreements........................................................................18
Section 8.8 Intention of the Parties..................................................................18
Section 8.9 Successors and Assigns; Assignment of this Agreement......................................18
Section 8.10 Survival..................................................................................19
Section 8.11 Third Party Beneficiary...................................................................19
EXHIBIT 1 MORTGAGE LOAN SCHEDULE...................................................................1-1
EXHIBIT 2 FORM OF SUBSEQUENT TRANSFER AGREEMENT....................................................2-1
EXHIBIT 3 FORM OF ADDITION NOTICE..................................................................3-1
This Mortgage Loan Purchase Agreement (this "Agreement"), dated as of September 27, 2002, 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, Inc., 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
Agreements, 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 September 27, 2002
(the "Indenture"), between Wachovia Asset Securitization, Inc. 2002-HE1 Trust, a Delaware statutory trust (the
"Issuer") and JPMorgan Chase Bank, a New York banking corporation, as indenture trustee (the "Indenture Trustee")
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 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, at least
five (5) Business Days before the Closing Date in the case of an Initial Mortgage Loan, and, three (3) Business
Days 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, with respect to (ii) through (v) below, the following documents or instruments with
respect to each Initial 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;
(ii) the original Mortgage with evidence of recording thereon, or, if the original 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) Assignments of Mortgage (which may be included in one or more blanket assignments if permitted by
applicable law) in recordable form from the Seller to "JPMorgan Chase Bank, as Indenture Trustee under that
certain Indenture dated as of September 27, 2002, for Wachovia Asset Securitization, Inc. 2002-HE1 Trust";
(iv) 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
(v) 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 if 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 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 (provided that a Mortgage File will not be deemed to contain a defect for an unrecorded assignment under
clause (iv) above if the Seller has submitted such assignment for recording and satisfied the terms of clause
(iv) above), 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.
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 other loan 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 such assignments of mortgages name the
Indenture Trustee as assignee, 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 clauses (ii) or (iv) 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.
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 Initial Mortgage Loans
that are prepared by or that come into the possession of the Seller, as the seller of the Initial 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 Initial 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, and
all payments of interest on any related Subsequent Mortgage Loans, minus that portion of any such interest
payment that is allocable to the period prior to the related Subsequent Cut-Off Date.
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 due to any action or inaction on the part of the Seller to the Securityholders or the Enhancer;
(v) the Pre-Funding Period shall not have terminated; and
(vi) the Enhancer 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 the Enhancer prior to the Closing Date with respect
to the Initial Mortgage Loans; provided, that if the Enhancer shall not have notified the respective Seller
within such five (5) Business Days that the Enhancer does not so approve, such sale of Subsequent Mortgage Loans
shall be deemed approved by the Enhancer.
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 and (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.
(c) Within five Business Days after each Subsequent Transfer Date, the Seller shall deliver to the
Purchaser, the Rating Agencies 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 the 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 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 Initial 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 later of (i) the Payment Date in the
calendar month immediately following the calendar month in which such Additional Balance was created, or (ii) the
Funding Date.
(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, 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. Except with respect to Liquidation Loss Amounts, if the
Loan Agreement 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. If, as a result of the provisions of this Section 2.4,
collections are allocated to Excluded Amounts, 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. With respect to
Liquidation Loss Amounts as provided in the definition of Excluded Amounts.
Section 2.5 Draws During Rapid Amortization Period. During the Rapid Amortization Period, any
Excluded Amounts shall not be Additional Balances, and the ownership of such Excluded Amounts shall be retained
by the Seller except as provided herein. Payments and collections allocable pursuant to Section 2.4 to an
Excluded Amount 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 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 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
any Subsequent Transfer Agreement to which it is a party, 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, 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 is no pending or, to the best of the Seller's knowledge, threatened, actions, suits, proceedings
or investigations before any court, 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
(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;
(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) Each Mortgage Loan at the time it was made complied in all material respects with applicable state and
federal laws, including, without limitation, usury, equal credit opportunity, disclosure and recording 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 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);
(xi) No Mortgage Loan is subject to the Home Ownership and Equity Protection Act of 1994 or any comparable
state law. 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 the Initial Mortgage Loan and the Subsequent Mortgaged 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 60 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, or subordinate with, the lien of the related 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;
(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 (other than
the Assignments of Mortgage delivered pursuant to Section 2.1(d)(iii)) 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 contrary to the second sentence of Section 2.4
will be extended under any Mortgage Loan after the date on which the Rapid Amortization Period commences;
(xxxiv) None of the Mortgage Notes 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.
(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 $1,000,000 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
(v) following the purchase of the Subsequent Mortgage Loan by the issuer, the Mortgage Loans must have a
weighted average Loan Rate, 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 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 or the Purchaser in
such Mortgage Loan (notice of which shall be given to the Purchaser by the Seller if it discovers the same), 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.
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 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, 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 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 Amount;
(b) the Seller shall not convey, pledge or sell any Excluded Amount 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 Amounts in connection with such sale, provided, that the Seller
receives an amount equal to the fair market value for such Excluded Amounts 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
Section 8.1 Amendment. This Agreement may be amended from time to time by the parties hereto by written
agreement.
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
000 Xxxxxxx Xxxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxx Xxxxx
Re: Wachovia Asset Securitization 2002-HE1 Trust
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(ii) if to the Purchaser:
Wachovia Asset Securitization, Inc.
0000 Xxxxxxxx Xxxxx
XX0000-Xxxxx X
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000
Attention: Xxxxxx X. Xxxxxx
Re: Wachovia Asset Securitization 2002-HE1 Trust
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
(iii) if to the Issuer:
c/o Wilmington Trust Company, as Owner Trustee
Xxxxxx Square North
0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Attention: Corporate Trust Administration
Re: Wachovia Asset Securitization 2002-HE1 Trust; or
(iv) if to the Indenture Trustee:
JPMorgan Chase Bank
000 Xxxx 00xx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Attention: Institutional Trust Services
Re: Wachovia Asset Securitization 2002-HE1 Trust;
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 owning the
Mortgage Loans, and the Seller shall cooperate with all reasonable requests made by the Purchaser in the course
of such review.
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 a third party beneficiary hereof and shall be
entitled to enforce the provisions of this Agreement as if a party hereto.
[Signature Page Mortgage Loan Purchase Agreement]
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, INC.,
as Purchaser
By:
Name:
Title:
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Seller and Servicer
By:
Name:
Title:
Acknowledged and Accepted:
JPMORGAN CHASE BANK, not in its individual capacity
but solely as Indenture Trustee
By: ____________________
Name:
Title:
EXHIBIT 1
MORTGAGE LOAN SCHEDULE
EXHIBIT 2
FORM OF SUBSEQUENT TRANSFER AGREEMENT
Pursuant to this Subsequent Transfer Agreement No.[________] (the "Agreement"), dated as of
[___________________, ____________], between Wachovia Bank, National Association, as seller (the "Seller"), and
Wachovia Asset Securitization, Inc. (the "Purchaser") and pursuant to the mortgage loan purchase agreement dated
as of September 27, 2002 (the "Mortgage Loan Purchase Agreement"), among the Seller, as seller and servicer, and
the Purchaser, as purchaser , the Seller and the Purchaser agree to the sale by the Seller and the purchase by
the Purchaser of the mortgage loans listed on the attached Schedule of Subsequent Mortgage Loans (the "Subsequent
Mortgage Loans").
Capitalized terms used and not defined herein have their respective meanings as set forth in Appendix A
to the indenture dated as of September 27, 2002, between the Wachovia Asset Securitization, Inc. 2002-HE1 Trust
(the "Issuer") and JPMorgan Chase Bank, as indenture trustee (the "Indenture Trustee"), which meanings are
incorporated by reference herein. All other capitalized terms used herein shall have the meanings specified
herein.
Section 1. Sale of Subsequent Mortgage Loans.
(a) The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without
recourse (except as expressly provided herein and in the Mortgage Loan Purchase Agreement), all of its right,
title and interest whether now owned or existing or hereafter created, arising, or acquired, in, to and under the
following: (i) the Subsequent Mortgage Loans identified on the Mortgage Loan Schedule attached hereto as
Attachment B (including the related Cut-Off Date Principal Balances now existing and all Additional Balances
arising thereunder after the Subsequent Cut-Off Date through and including the date immediately preceding the
commencement of the Rapid Amortization Period), 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 (other than
interest thereon in respect of any period prior to the Subsequent Cut-Off Date); provided, however, that any
Principal Balance represented by a Draw made during the Rapid Amortization Period and interest thereon and money
due or to become due in respect thereof will not be or deemed to be transferred to the Purchaser, and the Seller
in such event shall retain ownership of each Principal Balance represented by each such Draw and interest thereon
and money due or to become due in respect thereof; (ii) the interest of the Seller in any insurance policies in
respect of the Subsequent Mortgage Loans; (iii) the interest of the Seller in the Mortgages and the Loan
Agreements related to each Subsequent Mortgage Loan and the other Related Documents and (iv) all proceeds of the
foregoing; 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. The Seller, contemporaneously with the delivery of this Agreement,
has delivered or caused to be delivered to the Purchaser each item set forth in Section 2.2 of the Mortgage Loan
Purchase Agreement.
The transfer to the Purchaser by the Seller of the Subsequent Mortgage Loans identified on the Mortgage
Loan Schedule is intended by the parties hereto to constitute a sale by the Seller to the Purchaser on the
Subsequent Transfer Date of all the Seller's right, title and interest in and to the Subsequent Mortgage Loans
and the other Subsequent Transferred Property, including for accounting purposes, and not a secured borrowing.
In the event the transactions set forth herein are deemed not to be a sale, the Seller hereby grants to the
Purchaser a security interest in the Subsequent 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 Subsequent Mortgage Loans by the Purchaser on the related Subsequent
Transfer Date, if any, and any amendments thereto required 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 interests
in the Subsequent Transferred Property. The Seller shall file any such continuation statements or amendments on
a timely basis.
(b) The expenses and costs relating to the delivery of the Subsequent Mortgage Loans and the
related Subsequent Transferred Property, this Agreement and the Mortgage Loan Purchase Agreement shall be borne
by the Seller.
(c) The Purchaser, by execution of this Agreement, acknowledges its acceptance of all of the
Seller's right, title and interest to the Subsequent Mortgage Loans and the other related Subsequent Transferred
Property.
(d) Additional terms of the sale are set forth on Attachment A hereto.
Section 2. Representations and Warranties; Conditions Precedent.
(a) The Seller hereby affirms the representations and warranties made by it and set forth in
Section 3.1 of the Mortgage Loan Purchase Agreement that relate to the Seller or the Subsequent Mortgage Loans as
of the date hereof. The Seller hereby confirms that each of the conditions set forth in Section 2.2(b) of the
Mortgage Loan Purchase Agreement are satisfied as of the date hereof and further represents and warrants that the
Mortgage Loan Schedule attached hereto is accurate as of the Subsequent Cut-Off Date.
(b) The Seller is solvent, is able to pay its debts as they become due and has capital sufficient
to carry on its business and its obligations hereunder; it will not be rendered insolvent by the execution and
delivery of this Instrument or by the performance of its obligations hereunder nor is it aware of any pending
insolvency; no petition of bankruptcy (or similar insolvency proceeding) has been filed by or against the Seller
prior to the date hereof.
(c) All terms and conditions of the Mortgage Loan Purchase Agreement relating to the Subsequent
Mortgage Loans are hereby ratified and confirmed; provided, however, that in the event of any conflict the
provisions of this Agreement shall control over the conflicting provisions of the Mortgage Loan Purchase
Agreement.
Section 3. GOVERNING LAW. THIS INSTRUMENT SHALL BE 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 4. Counterparts. This Instrument may be executed in counterparts, each of which, when so
executed, shall be deemed to be an original and together shall constitute one and the same instrument.
Section 5. Successors and Assigns. This Agreement shall inure to the benefit of and be binding
upon the Seller and the Purchaser and their respective successors and assigns.
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Seller
By:
Name:
Title:
WACHOVIA ASSET SECURITIZATION, INC,
as Purchaser
By:
Name:
Title:
Acknowledged and Accepted:
JPMORGAN CHASE BANK, not in its individual capacity
but solely as Indenture Trustee
By:___________________________
Name:
Title:
Attachments
A. Additional terms of sale.
B. Schedule of Subsequent Mortgage Loans.
C. Seller's Officer's Certificate.
WACHOVIA ASSET SECURITIZATION, INC.
ATTACHMENT A TO FORM OF SUBSEQUENT TRANSFER AGREEMENT
____________, ____
A.
1. Subsequent Cut-Off Date:
2. Pricing Date:
3. Subsequent Transfer Date:
4. Aggregate Principal Balance of the Subsequent Mortgage Loans as of the
Subsequent Cut-Off Date:
5. Purchase Price: 100.00%
B.
As to all Subsequent Mortgage Loans:
1. Longest stated term to maturity: _________ months
2. Minimum Loan Rate: _________ %
3. Maximum Loan Rate: _________ %
EXHIBIT 3
FORM OF ADDITION NOTICE
DATE:
JPMorgan Chase Bank, Xxxxx'x Investors Service, Inc.
as Indenture Trustee 00 Xxxxxx Xxxxxx
000 Xxxx 00xx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000
00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Wachovia Asset Securitization, Inc. Wilmington Trust Company,
One Xxxxxxxx Xxxxxx, 0xx Xxxxx as Owner Trustee
000 Xxxxxxx Xxxxxx Xxxxxx Xxxxxx Xxxxx
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000-0000 0000 Xxxxx Xxxxxx Xxxxxx
Xxxxxxxxxx, Xxxxxxxx 00000-0000
Standard & Poor's, a division of
The XxXxxx-Xxxx Companies, Inc.
00 Xxxxxxxx
Xxx Xxxx, Xxx Xxxx 00000-0000
Re: WACHOVIA ASSET SECURITIZATION, INC.
Ladies and Gentlemen:
Pursuant to Section 2.2 of the mortgage loan purchase agreement dated as of September 27, 2002 (the
"Purchase Agreement"), among Wachovia Bank, National Association, as Seller and Servicer and Wachovia Asset
Securitization, Inc., as Purchaser, the Seller has designated the Subsequent Mortgage Loans identified on the
Mortgage Loan Schedule attached hereto to be sold to the Purchaser on [________________, _________], with an
aggregate Principal Balance of $[___________________]. Capitalized terms not otherwise defined herein have the
meaning set forth in the Appendix A to the indenture dated as of September 27, 2002, between the Wachovia Asset
Securitization, Inc. 2002-HE1 Trust and JPMorgan Chase Bank, as indenture trustee.
Please acknowledge, as Purchaser, your receipt of this notice by countersigning the enclosed copy in the
space indicated below and returning it to the attention of the undersigned.
Very truly yours,
WACHOVIA BANK, NATIONAL ASSOCIATION,
as Seller
By:
Name:
Title:
WACHOVIA ASSET SECURITIZATION, INC.,
as Purchaser
By:
Name:
Title:
