0001068238-05-000425 Sample Contracts

WACHOVIA BANK, NATIONAL ASSOCIATION as Servicer, WACHOVIA MORTGAGE LOAN TRUST, LLC [_____] TRUST as Issuer, WACHOVIA BANK, NATIONAL ASSOCIATION as Paying Agent and as Indenture Trustee SERVICING AGREEMENT Dated as of _____ __, 200_
Servicing Agreement • June 28th, 2005 • Wachovia Mortgage Loan Trust, LLC • New York

This Servicing Agreement, dated as of _____ __, 200_ (the “Agreement”), is among Wachovia Bank, National Association, as servicer (the “Servicer”), the Wachovia Mortgage Loan Trust, LLC [______] Trust, as issuer (the “Issuer”), Wachovia Bank, National Association, as Paying Agent (the “Paying Agent”), and [_________________], as indenture trustee (the “Indenture Trustee”).

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UNDERWRITING AGREEMENT (Pass-Through Certificates)
Underwriting Agreement • June 28th, 2005 • Wachovia Mortgage Loan Trust, LLC • New York

Wachovia Mortgage Loan Trust, LLC (the “Company”), proposes to sell to the underwriters named in Schedule II hereto (the “Underwriters”), for whom you are acting as representative (the “Representative”), the principal amount of the Pass-Through Certificates, Series 200 - , identified in Schedule I hereto (the “Securities”), to be issued under a pooling and servicing agreement (the “Pooling and Servicing Agreement”) dated as of , 200 , among the Company, , as servicer (in such capacity, the “Servicer”), and , as trustee (the “Trustee”).

UNDERWRITING AGREEMENT (Asset-Backed Notes)
Underwriting Agreement • June 28th, 2005 • Wachovia Mortgage Loan Trust, LLC • New York
WACHOVIA MORTGAGE LOAN TRUST, LLC, as Purchaser, and WACHOVIA BANK, NATIONAL ASSOCIATION, as Seller and Servicer,
Mortgage Loan Purchase Agreement • June 28th, 2005 • Wachovia Mortgage Loan Trust, LLC • New York

This Mortgage Loan Purchase Agreement (this “Agreement”), dated as of ______ __, 200_, 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 Mortgage Loan Trust, LLC, as purchaser (the “Purchaser” or the “Depositor”).

WACHOVIA MORTGAGE LOAN TRUST, LLC, as Depositor, as Servicer, and as Trustee POOLING AND SERVICING AGREEMENT Dated, [ ] [ ], 200 Mortgage Pass-Through Certificates Series 200 -
Pooling and Servicing Agreement • June 28th, 2005 • Wachovia Mortgage Loan Trust, LLC • New York

THIS POOLING AND SERVICING AGREEMENT, dated [ ] [ ], 200 is hereby executed by and among WACHOVIA MORTGAGE LOAN TRUST, LLC, as depositor (together with its permitted successors and assigns, the “Depositor”), [ ], as servicer (together with its permitted successors and assigns, the “Servicer”), and[ ], as trustee (together with its permitted successors and assigns, the “Trustee”).

INDENTURE BETWEEN [ ] LOAN TRUST 200 - , AS ISSUER, AND AS INDENTURE TRUSTEE Dated as of , 200 Relating to [ ] TRUST 200 - MORTGAGE BACKED NOTES, SERIES 200 -
Indenture • June 28th, 2005 • Wachovia Mortgage Loan Trust, LLC • New York

THIS INDENTURE, dated as of (as amended or supplemented from time to time as permitted hereby, this “Indenture”), is between TRUST 200 - , a Delaware statutory trust (together with its permitted successors and assigns, the “Issuer”) and , as indenture trustee (together with its permitted successors in the trusts hereunder, the “Indenture Trustee”).

WACHOVIA MORTGAGE LOAN TRUST, LLC as Depositor and as Owner Trustee TRUST AGREEMENT Dated as of _____ __, 200_ WACHOVIA MORTGAGE LOAN TRUST, LLC [_______] TRUST Wachovia Mortgage Loan Trust, LLC Asset-Backed Certificates, Series [_______]
Trust Agreement • June 28th, 2005 • Wachovia Mortgage Loan Trust, LLC • Delaware

This trust agreement, dated as of _____ __, 200_ (as amended from time to time, the “Trust Agreement”), is between Wachovia Mortgage Loan Trust, LLC, a Delaware limited liability company, as depositor (the “Depositor”), and [_____________], a Delaware banking corporation, as owner trustee (the “Owner Trustee”).

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