Mortgage Loan Purchase Agreement
Mortgage Loan Purchase Agreement (the "Agreement"), dated as of
February 27, 2003 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 February 1, 2003 (the "Cut-Off Date") of
approximately $623,255,329 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
February 27, 2003 (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
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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 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 February 1, 2003 (the "Pooling and Servicing
Agreement"), among the Purchaser, as depositor, Washington Mutual Mortgage
Securities Corp., as servicer, and U.S. Bank National Association, 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
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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.
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
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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;
(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;
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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;
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
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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 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 96.12% of the Mortgage Loans measured by principal
balance were to be secured by owner-occupied residences and
approximately 3.88% of the Mortgage Loans measured by principal
balance were secured by owner-occupied second home residences;
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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;
17) that no Mortgage Loan had a Loan-to-Value Ratio at
origination in excess of 95.00%;
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
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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 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;
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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 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.
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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 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;
-12-
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:
(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.
-13-
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:
(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 LaSalle Bank Corporation, 000 Xxxxx
XxXxxxx Xxxxxx, Xxxxxxx, Xxxxxxxx 00000, Attention: Xxxxxxx Xxxxx - Assistant
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 13(b), the Seller agrees that it will pay the
out-of-pocket fees and expenses of the Purchaser in
-14-
connection with the transactions contemplated by this Agreement and in the event
of a termination pursuant to Section 13(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.
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.
-15-
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
ABN AMRO Mortgage Corporation,
as Purchaser
By: /s/ Xxxxxx X. Xxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxx
Title: Vice President
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 U.S.
Bank National Association for the benefit of the Certificateholders
of ABN AMRO Mortgage Corporation Series 2003-3 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 "U.S. Bank National Association, 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
________ __, 2003
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 February 27,
2003 (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 note one week prior to funding
affidavits and indemnities) to:
"Pay to the order of U.S. Bank
National Association for the benefit
of the Certificateholders of ABN
AMRO Mortgage Corporation Series
2003-3, Attn: Corporate Trust
Department, 0 Xxxxxx xx Xxxxxxxxx,
Xxxxxx, XX 00000-0000, without
recourse"
2. Assign mortgages to be recorded to one week prior to funding
U.S. Bank National Association for
the benefit of the
Certificateholders of ABN AMRO
Mortgage Corporation Series 2003-3:
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 servicer one week prior to Servicing
all Mortgage Loan servicing transfer date
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 generated by one day prior to funding
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.
-1-
Dated: _____________, 2003 Washington Mutual Mortgage Securities Corp.
By: _______________________________________
Name: _____________________________________
Title: ____________________________________
-0-
XXXXXXXXXXXX XX __________ __, 2003
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 ____________, 2003.
____________________________________
Notary Public
My commission expires:______________
-4-
EXHIBIT C
FORM OF OFFICER'S CERTIFICATE
Dated as of the Closing Date
U.S. Bank National Association, as Trustee
000 Xxxxxxxx Xxxxxx, Xxxxxx, XX 00000
Attention: Corporate Trust, ABN AMRO 2003-3.
RE: ABN AMRO Mortgage Corporation
Mortgage Pass-Through Certificates
Series 2003-3
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 February 1,
2003, among ABN AMRO Mortgage Corporation, as depositor, U.S. Bank National
Association, 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
-1-
AMAC 2003-3
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 February 1, 2003, among ABN AMRO Mortgage Corporation, as depositor, U.S.
Bank National Association, 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.
IN WITNESS WHEREOF, I have signed my name as of the Closing Date.
-2-
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)]
