IN THE UNITED STATES DISTRICT COURT

FOR THE DISTRICT OF COLUMBIA




Case No.: 09-CV-1656-RMC
Hon. Rosemary M. Collyer

DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Trustee for the Trusts listed in Exhibits 1-A and 1-B,

Plaintiff,

v.

FEDERAL DEPOSIT INSURANCE CORPORATION,
as receiver for Washington Mutual Bank; JPMORGAN
CHASE BANK, National Association; and
WASHINGTON MUTUAL MORTGAGE
SECURITIES CORPORATION,

Defendants.



JURY TRIAL DEMANDED

AMENDED COMPLAINT
Plaintiff Deutsche Bank National Trust Company, as trustee for the Trusts listed in
Exhibits 1-A and 1-B (“DBNTC” or the “Trustee”), for its Amended Complaint (“Complaint”)
against the Federal Deposit Insurance Corporation, as receiver for Washington Mutual Bank;
JPMorgan Chase Bank, National Association; and Washington Mutual Mortgage Securities
Corporation (collectively the “Defendants”), upon information and belief, alleges as follows:
PARTIES
1. DBNTC is a national banking association organized under the laws of the United
States of America to carry on the business of a limited purpose trust company. DBNTC’s main
office and principal place of business is located at 300 South Grand Avenue, Suite 3950, Los
Angeles, California 90071, and the principal site of its trust administration is located at 1761
East St. Andrew Place, Santa Ana, California 97025.
2. DBNTC serves as trustee and in various other related capacities for 99 trusts (the
“Primary Trusts”) created, sponsored, and/or serviced by Washington Mutual Bank, its
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subsidiaries, their predecessors-in-interest and their affiliates, including Washington Mutual
Mortgage Securities Corporation (“WMB”). See Exhibit 1-A. The Primary Trusts provide for
the issuance of residential mortgage-backed securities and certain other mortgage-related
securities. The Primary Trusts currently hold, as trust assets or collateral, mortgage loans
originated or acquired by WMB and sold into the Primary Trusts.
3. DBNTC also serves as indenture trustee or in other capacities for 28 secondary
trusts or entities through which WMB issued mortgage-backed or derivative securities whose
performance is dependent, in whole or in part, on the performance of the Primary Trusts or of
other residential mortgage-backed securities issued by WMB (the “Secondary Trusts”). See
Exhibit 1-B. The Secondary Trusts are express or implied third-party beneficiaries of the
Primary Trusts and, as such, have standing to enforce the terms and conditions thereof. See, e.g.,
Pooling and Servicing Agreement for Long Beach Mortgage Loan Trust, Series 2005-3, passim
(Issue ID No. LB0503) (voting, consent, payment and other rights of NIM Insurer, Other NIM
Notes and Holders of Class C and Class P Certificates); Indenture Agreement for Long Beach
Asset Holding Corp. CI 2005-03 (Issue ID No. LB05N5) (Granting Clause conveying LB2005-3
Class C and Class P “Underlying Certificates” as Trust Estate; § 1.01, definition of “Underlying
Agreement” and “Underlying Certificates”; Article 6, “Administration of the Trust Estate”; §
9.11, “Certain Representations Regarding the Trust Estate”). The Primary Trusts, and the
Secondary Trusts, as appropriate, are referred to herein collectively as the “Trusts.”
4. The Primary Trusts’ original principal balance outstanding was approximately
$165 billion. As of September 25, 2008, the Primary Trusts’ current principal balance
outstanding was approximately $45 billion. As of September 2, 2010, the Primary Trusts’
current principal balance outstanding was approximately $34 billion.
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5. The Trustee brings this action on behalf of the Trusts and the investors in the
Trusts.
6. The Trusts are “express trusts” created by written instruments manifesting the
express intention to create a trust and setting forth the subject, purpose and beneficiaries of the
Trusts. The Trustee therefore brings this action pursuant to Federal Rule of Civil Procedure
17(a)(1)(E) as the trustee of an express trust for the benefit of the Trusts and the investors in the
Trusts.
7. The Federal Deposit Insurance Corporation (“FDIC”) is an independent agency of
the United States created by the Federal Deposit Insurance Act (the “FDI Act”), 12 U.S.C. §
1811 et seq., and related laws and regulations. The FDIC acts, from time-to-time and among
other things, as a receiver for and/or conservator of banking institutions. The Trustee brings this
action against the FDIC solely in its capacity as receiver for WMB.
8. JPMorgan Chase Bank, National Association (collectively, with its affiliates,
including but not limited to Washington Mutual Mortgage Securities Corporation, “JPMC”) is a
national banking association under the provisions of federal law, pursuant to the National Bank
Act, 12 U.S.C. § 21 et seq., with its principal place of business in Columbus, Ohio. JPMC
maintains an office at 800 Connecticut Avenue NW, Washington, DC 20006. JPMC is a wholly-
owned subsidiary of JPMorgan Chase & Co., a corporation organized under the laws of the state
of Delaware.
9. Washington Mutual Mortgage Securities Corporation (“WMMSC”) is a Delaware
corporation. WMMSC was a wholly-owned subsidiary of WMB, and is currently a wholly-
owned subsidiary of JPMC.
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10. WMB was the United States’ largest savings and loan association with total assets
of over $300 billion as of June 30, 2008. On September 25, 2008, the Director of the Office of
Thrift Supervision (“OTS”), by Order Number 2008-36, shut down WMB and appointed the
FDIC as receiver for WMB.
11. On September 25, 2008, JPMC entered into a Purchase and Assumption
Agreement dated as of the same day (the “PAA”) with the FDIC, under which JPMC agreed to
purchase substantially all of WMB’s assets and assume substantially all of its liabilities
(including WMMSC). The PAA was facilitated by the FDIC and the FDIC was a party to the
PAA in both its corporate capacity and as receiver for WMB. The PAA is incorporated herein
by reference and attached hereto as Exhibit 2.
12. In connection with JPMC’s purchase of WMB, JPMC conducted a due diligence
review of WMB, including a review of WMB’s loan tapes and data and discussions with WMB
employees.
13. The Trustee originally brought this action against the FDIC, as receiver for WMB.
The FDIC now asserts that all of the liabilities with respect to the claims asserted by the Trustee
on behalf of the Trusts have been assumed by JPMC. JPMC denies that it has assumed these
liabilities. The Trustee thus brings this action against WMB and its successors or successors-in-
interest, whoever they are adjudicated to be (collectively, “WaMu”).
THE PROOF OF CLAIM AND ORIGINAL COMPLAINT
14. On December 30, 2008, the Trustee timely filed with the FDIC a Proof of Claim
on behalf of the Trusts and the Trustee pursuant to 12 U.S.C. § 1821(d). The Proof of Claim,
which is incorporated herein by reference and attached hereto as Exhibit 3, sets forth various
claims against the FDIC relating to the Trusts.
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15. Pursuant to 12 U.S.C. § 1821(d)(5)(A)(i), the FDIC should have determined
whether to allow or disallow the Trustee’s Proof of Claim within 180 days of December 30,
2008.
16. Pursuant to 12 U.S.C. § 1821(d)(5)(A)(iv), the FDIC was further required to give
the Trustee notice of disallowance of its claims, which notice was required to contain “a
statement of each reason for the disallowance” and “the procedures available for obtaining
agency review of the determination to disallow the claim or judicial determination of the claim.”
17. The FDIC failed to respond to the Proof of Claim and failed to issue any notice of
disallowance to the Trustee.
18. Pursuant to 12 U.S.C. § 1821(d)(6)(A)(i), the FDIC’s failure to respond timely to
the Proof of Claim triggered the Trustee’s right to “file suit on such claim in the district or
territorial court of the United States for the district within which the depository institution’s
principal place of business is located or the United States District Court for the District of
Columbia (and such court shall have jurisdiction to hear such claim)” within 60 days thereafter.
19. On August 26, 2009, the Trustee timely filed this action against the FDIC as
receiver for WMB.
JURISDICTION AND VENUE
20. This action arises under the FDI Act, 12 U.S.C. § 1811 et seq., as amended. The
claims raised herein include, without limitation, an appeal from the FDIC’s rejection, pursuant to
12 U.S.C. § 1821(d)(6), of the Proof of Claim by virtue of the FDIC’s failure to respond to the
Proof of Claim. The statutorily-prescribed proper forum for jurisdiction and venue for such an
appeal expressly includes the United States District Court for the District of Columbia. 12
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U.S.C. § 1821(d)(6). This Court has jurisdiction over the subject matter of this action pursuant
to 12 U.S.C. §§ 1819(b)(2)(A), 1821(d)(6) and 28 U.S.C. § 1331.
21. The FDIC takes the position in its motion to dismiss the initial complaint (docket
entry 20) that, pursuant to the PAA, the FDIC transferred to JPMC, and JPMC expressly agreed
to assume, all of WaMu’s “Trust-related” liabilities and obligations, including “liability for all
Trust-related claims” asserted in this action by the Trustee. The PAA was entered into pursuant
to and in furtherance of the federal statutory provisions governing the FDIC’s administration of
the receivership of WMB. Determination of the relative rights and responsibilities of the FDIC
and JPMC under the PAA is therefore a federal question pursuant to 12 U.S.C. §§ 1819(b)(2)(A),
1821(d)(6) and 28 U.S.C. § 1331.
22. This Court also has jurisdiction over the subject matter of this action pursuant to
28 U.S.C. § 1332.
23. This Court also has jurisdiction over the state law claims in this action pursuant to
28 U.S.C. § 1367.
24. Venue is proper in this Court pursuant to 12 U.S.C. § 1821(d)(6) and 28 U.S.C.
§ 1391(e).
BACKGROUND
A. The Trusts
25. WaMu sponsored and/or otherwise participated in the issuance of mortgage-
backed securities pursuant to which WaMu sold investors interests in residential mortgage loans
originated by WaMu or by third party loan originators from whom WaMu had acquired loans.
These securities are commonly referred to as “Residential Mortgage-Backed Securities” or
“RMBS.”
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26. Many RMBS, including most of the securities issued by the Trusts, are
established under a provision of the Tax Code allowing for the creation of a Real Estate
Mortgage Investment Conduit (a “REMIC”), which allows the issuance of multiple classes of
securities in trust certificate form, with monthly payments and no residual equity, that are treated
as debt for tax purposes (plus an equity-like class called the “residual interest”). See Internal
Revenue Code §§ 860A-860G.
27. Securitization is a common financing tool used to pool and convert financial
assets such as residential mortgages into financial instruments that can be sold in the capital
markets. Between 2000 and 2007, WaMu securitized approximately $77 billion in principal
amount of subprime home mortgage loans.
28. Although the exact structures of RMBS transactions are varied and can be fairly
complex, the structure of the Primary Trusts, as well as most RMBS transactions, involves the
following parties:
a. Depositor and Seller: The depositor is the entity that acquires the pool of
mortgage loans and deposits the loans in a trust formed by the depositor pursuant to the
governing documents for the transaction. The depositor assigns the legal and beneficial
interest in the mortgage loans, including related collateral, to the trust. In many RMBS
transactions, the depositor purchases the mortgage loans from another entity, referred to
as the seller, and deposits the pool of loans into the trust. As set forth in Exhibit 1-A,
with respect to the Primary Trusts, WaMu served as the Depositor and/or Seller for 97 of
the 99 Primary Trusts. Through a series of assignments and other agreements, WaMu
indirectly undertook responsibilities substantially similar to those of a Depositor or Seller
for the remaining two Primary Trusts. See Exhibit 1-A, n.1.
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b. The Trust: The trust purchases the mortgage loans from the depositor
and issues RMBS, which represent specific interests in and entitlements to the cash flows
derived from the trust’s assets (i.e., the mortgage loans). The governing documents
forming the trust typically appoint an independent trustee and specify the trustee’s rights,
responsibilities and powers in respect of the RMBS transaction.
c. Investors: By purchasing RMBS, investors acquire the right to receive
monies from the cash flows of the underlying mortgage loans held as trust assets or
collateral by the trust (in the form of borrower payments of principal and interest and
proceeds from the liquidation of loan collateral). Those cash flows are applied to
payment of the RMBS pursuant to a contractually specified distribution plan and
schedule.
d. Servicer: The servicer is the day-to-day administrator of the mortgage
loan assets held by the trust. Under the governing documents forming the trust, the
servicer is required to administer the mortgage loans in the best interests of RMBS
investors. The servicer’s responsibilities include collecting payments due from the
borrowers, remitting those payments to the trust for ultimate payment to the investors,
and furnishing the trustee or a securities administrator with performance data regarding
the mortgage loans in the pool. The servicer-generated data is used to calculate the
distribution of funds and report pool performance to investors. The servicer also
conducts all remedial activity on behalf of the trust when borrowers default on their
loans. Such remedial servicing activity requires the servicer to review relevant loan files,
act as the trust’s sole source of contact with the borrower, and inquire into the status of
the borrower and the mortgage loan collateral. As set forth in Exhibit 1-A, WaMu is the
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Servicer or Master Servicer for the mortgage loans included in the Primary Trusts, in
addition to serving as the Depositor and Seller as set forth above.
B. WaMu’s Contractual Obligations
(1) The Governing Documents for the Trusts
29. The duties and responsibilities of the various parties to an RMBS transaction are
set forth in the governing securitization documents. These documents generally include a
mortgage loan purchase agreement (“MLPA”) and a pooling and servicing agreement (“PSA”).
The MLPA and PSA provide for the sale of the mortgage loans and contain representations,
warranties and covenants made by the seller and/or depositor concerning the nature,
characteristics, history and quality of the mortgage loans and mortgage loan files sold to, and
deposited in, the trusts. These documents also provide for the establishment and administration
of the trust, including setting forth the responsibilities and duties of the depositor, trustee, seller,
and servicer with respect to the trust.
30. The PSAs and MLPAs for the Primary Trusts are listed in Exhibit 1-A. The
relevant agreements for the Secondary Trusts are listed in Exhibit 1-B. Electronic copies of the
documents referenced in Exhibits 1-A and 1-B are being submitted to the Court and the parties as
Exhibit 4 and are incorporated herein by reference. The PSAs and MLPAs for the Primary
Trusts and the relevant agreements for the Secondary Trusts (each a “Governing Document” and
collectively, with all related ancillary documents and agreements for the Trusts, the “Governing
Documents”) contain representations, warranties and covenants made by WaMu, as Seller and/or
Depositor, concerning the nature, characteristics, history and quality of the mortgage loans and
mortgage loan files sold to, and deposited in, the Trusts (the “Representations and Warranties”).
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The Governing Documents assign to the Trustee the right to enforce the Representations and
Warranties for the benefit of the Trusts’ beneficiaries.
31. The Governing Documents represent an integrated set of contractual undertakings
on behalf of WaMu with respect to the formation of the Trusts and the servicing by WaMu of the
loans sold to, and deposited in, the Trusts.
32. Each Governing Document is a unitary contract that is not divisible.
33. The Governing Documents are executory contracts that involve obligations that
are ongoing, mutual, and interrelated.
34. The Governing Documents are fully integrated “Qualified Financial Contracts”
under 12 U.S.C. § 1821(e)(8)(D) and, as such, they must be transferred or retained in whole by
the FDIC as receiver for WMB. 12 U.S.C. § 1821(e)(9)(i)-(ii).
35. 12 U.S.C. § 1821(e)(2) requires the FDIC to make any determination to repudiate
or dissafirm a contract of a failed institution for which it acts as receiver “within a reasonable
time” following its appointment as receiver.
36. The FDIC has not within a reasonable time made a determination to exercise any
right, as receiver for WMB, to repudiate or disaffirm any Governing Document pursuant to 12
U.S.C. § 1821(e)(1).
37. Given the passage of two years since the FDIC was appointed as receiver for
WMB, the FDIC can no longer make such determination to repudiate or dissafirm “within a
reasonable time” following its appointment and is now barred from repudiating or disaffirming
any Governing Document.
38. The PAA expressly provides that JPMC “specifically assumes all mortgage
servicing rights and obligations of [WMB].” PAA (Exhibit 2), § 2.1.
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39. The FDIC assigned to JPMC, and JPMC has assumed, all mortgage servicing
rights and obligations of WaMu to the extent provided in the PAA.
40. The mortgage servicing rights and obligations of WaMu with respect to the Trusts
arose under the Governing Documents.
41. To assign to JPMC any rights and obligations under the Governing Documents,
the FDIC, as receiver for WMB, was required first to assume, and not repudiate or disaffirm,
such Governing Documents.
42. The Governing Documents:
a. are all in writing;
b. were all executed by WaMu and DBNTC, as Trustee, at the time the associated
property interests were transferred;
c. were executed on behalf of WaMu by individuals duly authorized by the
applicable WaMu entity’s Board of Directors;
d. have been continuously in existence, since the time of execution, and constitute
official books and records of WaMu; and
e. constituted official books and records of WMB at the time of WMB’s closing on
September 25, 2008.
43. WaMu’s obligations under the Governing Documents include both the
Representations and Warranties as well as continuing obligations that require WaMu to, among
other things: (i) give prompt written notice to the Trustee and other parties of any breach of the
Representations and Warranties that has a material and adverse effect on the value of the
mortgage loans in the Trusts or the interests of the Trusts therein; (ii) cure the breach of the
Representations and Warranties in all material respects, repurchase the mortgage loans at a
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specified repurchase price, or substitute for the affected mortgage loans; (iii) provide the Trustee
and other parties with access to all records maintained by WaMu as Servicer in respect of
WaMu’s rights and obligations under the Governing Documents and access to officers of WaMu
responsible for such obligations; and (iv) to indemnify the Trustee for any losses or expenses
incurred by the Trustee in, among other things, enforcing the rights of the Trusts and their
beneficiaries.
44. As Seller, Depositor and/or Servicer, WaMu has possession of documents and
other information concerning the mortgage loans in the Trusts that are not in the possession of
the Trustee or other parties acting on behalf of the Trusts, which documents may confirm
whether a particular mortgage loan in the Trusts is in breach of any of the Representations and
Warranties. Such documents and other information includes origination and underwriting files,
servicing records, borrower statements both recorded on tape and transcribed into servicing
notes, borrower statements made during the origination of the loan, payment histories, and
borrower correspondence.
(2) WaMu’s Representations and Warranties
45. In connection with each of the Primary Trusts, WaMu, in its various capacities,
made Representations and Warranties in the Governing Documents for each of the Primary
Trusts. While the specific Representations and Warranties made by WaMu, as Seller and/or
Depositor or in various other capacities, are not identical for each of the Primary Trusts, they
generally include Representations and Warranties by WaMu regarding the underwriting of the
mortgage loans, the loan to value ratios for the mortgage loans, and compliance of the loans with
local, state and federal laws.
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46. By way of example, Section 6 of the MLPA for the Long Beach Mortgage Loan
Trust, Series 2006-2 (Issue ID No. LB0602) (the “LB0602 Trust”), which contains the
“Representations and Warranties of the Seller Relating to the Individual Mortgage Loans,”
provides that WaMu represents and warrants with respect to the mortgage loans sold to, and
deposited in, the LB0602 Trust that:
a. § 6(vi) – “There is no valid offset, defense or counterclaim to any Mortgage Note
(including any obligation of the Mortgagor to pay the unpaid principal of or
interest on such Mortgage Note) or the Mortgage, nor will the operation of any of
the terms of the Mortgage Note and the Mortgage, or the exercise of any right
thereunder, render the Mortgage Note or the 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”;
b. § 6(ix) – “Each Mortgage Loan at origination complied in all material respects
with applicable local, state and federal laws, including, without limitation,
predatory and abusive lending, usury, equal credit opportunity, real estate
settlement procedures, truth-in-lending and disclosure laws, and consummation of
the transactions contemplated hereby, including without limitation the receipt of
interest does not involve the violation of any such laws”;
c. § 6(xvii) – “The Mortgage Note and the related Mortgage are genuine, and each is
the legal, valid and binding obligation of the Mortgagor enforceable against the
Mortgagor by the mortgagee or its representative in accordance with its terms,
except only as such enforcement may be limited by bankruptcy, insolvency,
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reorganization, moratorium or other similar laws affecting the enforcement of
creditors’ rights generally and by law. To the best of the Seller’s knowledge, all
parties to the Mortgage Note and the Mortgage had full legal capacity to execute
all Mortgage Loan documents and to convey the estate purported to be conveyed
by the Mortgage and each Mortgage Note and Mortgage have been duly and
validly executed by such parties”;
d. § 6(xxii) – “The origination, underwriting and collection practices used by the
Seller with respect to each Mortgage Loan have been in all material respects legal,
proper, prudent and customary in the subprime mortgage servicing business.
Each Mortgage Loan is currently being serviced by Washington Mutual Bank”;
e. § 6(xxviii) – “There is no default, breach, violation or event of acceleration
existing under the Mortgage or the related Mortgage Note; and neither the Seller
nor any other entity involved in originating or servicing the Mortgage Loan has
waived any default, breach, violation or event of acceleration”;
f. § 6(xxxii) – “Each Mortgage Loan was underwritten in accordance with the
Seller’s underwriting guidelines as described in the Prospectus Supplement as
applicable to its credit grade in all material respects (the “Underwriting
Guidelines”)”;
g. § 6(xxxiii) – “Each appraisal of a Mortgage Loan that was used to determine the
appraised value of the related Mortgaged Property was conducted generally in
accordance with the Seller’s Underwriting Guidelines, and included an
assessment by the appraiser of the fair market value of the related Mortgaged
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Property at the time of the appraisal. The Mortgage File contains an appraisal of
the applicable Mortgaged Property”;
h. § 6(xxxv) – “There are no Mortgage Loans with respect to which the monthly
payment due thereon in January, 2006 had not been made, none of the Mortgage
Loans has been contractually delinquent for more than 30 days more than once
during the preceding twelve months and, no Mortgage Loan has ever experienced
a delinquency of 60 or more days since the origination thereof”;
i. § 6(xxxvii) – “To the best of the Seller’s knowledge, no misrepresentation,
negligence, fraud or similar occurrence with respect to a Mortgage Loan has taken
place on the part of any person, including, without limitation, the Mortgagor, any
appraiser, any builder or developer, or any other party involved in the origination
of the Mortgage Loan or in the application of any insurance in relation to such
Mortgage Loan”;
j. § 6(xl) – “The Loan-to-Value Ratio for each Mortgage Loan was no greater than
100% at the time of origination”;
k. § 6(xlii) – “With respect to each Mortgage Loan, the related Mortgagor shall not
fail or has not failed to make the first monthly payment due under the terms of the
Mortgage Loan by the second succeeding Due Date after the Due Date on which
such monthly payment was due”;
l. § 6(xliv) – “There are no defaults in complying with the terms of the Mortgage,
and either (1) any taxes, governmental assessments, insurance premiums, water,
sewer and municipal charges or ground rents which previously became due and
owing have been paid, or (2) an escrow of funds has been established in an
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amount sufficient to pay for every such item which remains unpaid and which has
been assessed but is not yet due and payable. Except for payments in the nature
of escrow payments, including without limitation, taxes and insurance payments,
the Seller has not advanced funds, or induced, solicited or knowingly received any
advance of funds by a party other than the Mortgagor, directly or indirectly, for
the payment of any amount required by the Mortgage Note, except for interest
accruing from the date of the Mortgage Note or date of disbursement of the
Mortgage proceeds, whichever is greater, to the day which precedes by one month
the Due Date of the first installment of principal and interest”;
m. § 6(xlviii) – “The Seller did not select the Mortgage Loans with the intent to
adversely affect the interests of the Purchaser”; and
n. § 6(lviii) – “Each Group I Mortgage Loan was originated in compliance with the
following anti-predatory lending guidelines: . . . c. The methodology used in
underwriting the extension of credit for each Group I Mortgage Loan employs
objective mathematical principles which relate the borrower’s income, assets and
liabilities to the proposed payment and such underwriting methodology does not
rely on the extent of the borrower’s equity in the collateral as the principal
determining factor in approving such credit extension. Such underwriting
methodology provided reasonable assurance that at the time of origination
(application/approval) the borrower had a reasonable ability to make timely
payments on the Group I Mortgage Loan.”
47. Attached as Exhibit 5 is an excerpt of Section 6 of the MLPA for the LB0602
Trust cited above. Attached as Exhibit 6 is a chart cross-referencing the fourteen specific
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Representations and Warranties listed above from Section 6 of the MLPA for the LB0602 Trust
with corresponding Representations and Warranties of a substantially similar nature made by
WaMu in the Governing Documents for each of the other Primary Trusts.
48. WaMu as the Seller, Depositor and/or Servicer has exclusive possession of the
loan origination and servicing records and, as the Servicer charged with enforcing the terms and
conditions of mortgage loans on behalf of the Trusts, WaMu would be the first party acting on
behalf of the Trusts likely to discover facts and circumstances that constitute a breach of a
Representation and Warranty with respect to any particular mortgage loan in the Trusts, and in
most circumstances is the only party able to confirm the existence of such a breach.
(3) WaMu’s Notice Obligation
49. The Governing Documents require WaMu, as Seller, Depositor and/or Servicer,
to give prompt written notice to the Trustee and other parties upon discovery or notice of any
breach of the Representations and Warranties that has a material and adverse effect on the value
of the mortgage loans in the Trusts or the interests of the Trusts therein (“the Notice
Obligation”).
50. By way of example, the Notice Obligation of WaMu is set forth in Section 2.08 of
the PSA for the Washington Mutual Mortgage Securities Corp. Trust, Series 2002-AR2 (Issue ID
No. WA02A2) (the “WA02A2 Trust”), in pertinent part, as follows:
Upon discovery by any of the Company, the Master Servicer, the Trustee or the
Custodian of a breach of any of the foregoing representations and warranties
which materially and adversely affects the value of the related Mortgage Loans or
the interests of the Trust in the related Mortgage Loans, the Company, the Master
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Servicer, the Trustee or the Custodian, as the case may be, discovering such
breach shall give prompt written notice to the others.
51. WaMu’s Notice Obligation is also set forth in Section 7(a) of the MLPA
for the LB0602 Trust, in pertinent part, as follows:
Upon discovery by the Seller, the Purchaser or any assignee, transferee or
designee of the Purchaser of any materially defective document in, or that any
material document was not transferred by the Seller (as listed on the Trustee’s
initial certification), as part of any Mortgage File or of a breach of any of the
representations and warranties contained in Section 5 or Section 6 that materially
and adversely affects the value of any Mortgage Loan or the interest of the
Purchaser or the Purchaser’s assignee, transferee or designee (it being understood
that with respect to the representations and warranties set forth in the last sentence
of (xxxix), (xlvi), the first sentence of (xlvii), (lxi) and (lxiv) of Section 6 herein,
a breach of any such representation or warranty shall in and of itself be deemed to
materially and adversely affect the interest therein of the Purchaser and the
Purchaser’s assignee, transferee or designee) in any Mortgage Loan, the party
discovering the breach shall give prompt written notice to the others.
52. Attached as Exhibit 7 is a chart indicating the contractual provisions in the
Governing Documents for each of the Primary Trusts setting forth WaMu’s Notice Obligations
with respect to each Primary Trust.
(4) WaMu’s Repurchase Obligation
53. The Governing Documents require WaMu, as Seller and/or Depositor, to cure the
defect in the mortgage loan file or breach of the Representations and Warranties in all material
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respects, repurchase the mortgage loan at a specified repurchase price, or substitute for the
affected mortgage loan upon discovery or receipt of notice of any breach of the Representations
and Warranties that has a material and adverse effect on the value of the mortgage loans in the
Trusts or the interests of the Trusts therein (the “Repurchase Obligation”).
54. Under the Governing Documents for each Primary Trust, WaMu, as Seller and/or
Depositor, has Repurchase Obligations to each Primary Trust. By way of example, the
Repurchase Obligation is set forth in Section 2.08 of the PSA for the Washington Mutual
Mortgage Securities Corp. Trust, Series 2005-AR1 (Issue ID No. WA05A1) (the “WA05A1
Trust”), in pertinent part, as follows:
It is understood and agreed that the representations and warranties set forth in this
Section 2.08 shall survive delivery of the respective Mortgage Files to the Trustee
or the Custodian, as the case may be, and shall continue throughout the term of
this Agreement. Upon discovery by any of the Company, the Master Servicer, the
Trustee or the Custodian of a breach of any of the foregoing representations and
warranties which materially and adversely affects the value of the related
Mortgage Loans or the interests of the Trust in the related Mortgage Loans, the
Company, the Master Servicer, the Trustee or the Custodian, as the case may be,
discovering such breach shall give prompt written notice to the others. Any
breach of the representation set forth in clause (xxix) or (xxx) of this Section 2.08
shall be deemed to materially and adversely affect the value of the related
Mortgage Loans or the interests of the Trust in the related Mortgage Loans.
Within 90 days of its discovery or its receipt of notice of breach, the Company
shall repurchase, subject to the limitations set forth in the definition of “Purchase
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Price” or substitute for the affected Mortgage Loan or Mortgage Loans or any
property acquired in respect thereof from the Trust, unless it has cured such
breach in all material respects. After the end of the three-month period beginning
on the “start-up day,” any such substitution shall be made only if the Company
provides to the Trustee an Opinion of Counsel addressed to the Trust and the
Trustee reasonably satisfactory to the Trustee that each Substitute Mortgage Loan
will be a “qualified replacement mortgage” within the meaning of Section
860G(a)(4) of the Code. Such substitution shall be made in the manner and
within the time limits set forth in Section 2.07. Any such repurchase by the
Company shall be accomplished in the manner and at the Purchase Price if
applicable, but shall not be subject to the time limits, set forth in Section 2.07. It
is understood and agreed that the obligation of the Company to provide such
substitution or to make such repurchase of any affected Mortgage Loan or
Mortgage Loans or any property acquired in respect thereof as to which a breach
has occurred and is continuing shall constitute the sole remedy respecting such
breach available to the Holders of the REMIC I Regular Interests and the Class R-
1 Residual Interest or the Trustee on behalf of the Holders of the REMIC I
Regular Interests and the Class R-1 Residual Interest.
55. WaMu’s Repurchase Obligation is also set forth in Section 2.03(a) of the PSA for
the LB0602 Trust, in pertinent part, as follows:
Upon discovery or receipt of notice of any materially defective document in, or
that a document is missing from, the Mortgage File or of the breach by the Seller
of any representation, warranty or covenant under the Mortgage Loan Purchase
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Agreement in respect of any Mortgage Loan which materially and adversely
affects the value of such Mortgage Loan or the interest therein of the
Certificateholders (it being understood that (i) in the case of any such
representation or warranty made to the knowledge or the best of knowledge of the
Seller, as to which the Seller has no knowledge, without regard to the Seller’s lack
of knowledge with respect to the substance of such representation or warranty
being inaccurate at the time it was made or (ii) with respect to the representation
and warranty set forth in the last sentence of Section 6(xxxix), Section 6(xlvi), the
first sentence of Section 6(xlvii), Section 6(lxi) and Section 6(lxiv) of the
Mortgage Loan Purchase Agreement, a breach of any such representation or
warranty shall in and of itself be deemed to materially and adversely affect the
interest of the Certificateholders in the related Mortgage Loan), the Trustee shall
promptly notify the Depositor, the Seller, the NIMS Insurer and the Master
Servicer of such defect, missing document or breach and request that the Seller
deliver such missing document or cure such defect or breach within 90 days from
the date the Seller was notified of such missing document, defect or breach
(except as described in Section 2.03(e)), and if the Seller does not deliver such
missing document or cure such defect or breach in all material respects during
such period, the Master Servicer (or, in accordance with Section 3.02(b), the
Trustee) shall enforce the obligations of the Seller under the Mortgage Loan
Purchase Agreement to repurchase such Mortgage Loan from REMIC 1 at the
Purchase Price within 90 days after the date on which the Seller was notified
(subject to Section 2.03(e)) of such missing document, defect or breach, if and to
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the extent that the Seller is obligated to do so under the Mortgage Loan Purchase
Agreement.
56. The Trusts’ remedies for breaches of the Representations and Warranties,
including, but not limited to, the Repurchase Obligations, are especially important because many
of the mortgage loans sold to, and deposited in, the Trusts are subprime and were made to
borrowers who represent higher credit risks than traditional borrowers. Thus, seemingly small
differences in a borrower’s qualifications, the terms of the mortgage loan, the quality and value
of mortgage loan collateral, or the integrity of the mortgage loan-origination process could
materially and adversely affect the value of the mortgage loans in the Trusts or the interests of
the Trusts therein.
57. Attached hereto as Exhibit 7 is a chart indicating the contractual provisions in the
Governing Documents for each Primary Trust setting forth WaMu’s Repurchase Obligations
with respect to each Primary Trust.
(5) The Trustee’s Access and Indemnification Rights
58. Under the Governing Documents for each Primary Trust, WaMu, as Servicer, is
obligated to provide the Trustee and other parties with access to all records maintained by WaMu
in respect of WaMu’s rights and obligations under the Governing Documents, including
information about the mortgage loans and the mortgage loan files, and access to officers of
WaMu responsible for such obligations (the “Access Rights”).
59. By way of example, the Access Rights are set forth in Section 6.05 of the PSA for
the LB0602 Trust, in pertinent part, as follows:
The Master Servicer shall afford (and any Sub-Servicing Agreement shall provide
that each Sub-Servicer shall afford) the Depositor, the NIMS Insurer and the
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Trustee, upon reasonable notice, during normal business hours, access to all
records maintained by the Master Servicer (and any such Sub-Servicer) in respect
of the Master Servicer’s rights and obligations hereunder and access to officers of
the Master Servicer (and those of any such Sub-Servicer) responsible for such
obligations.
60. WaMu, in its various capacities, is also obligated under the Governing Documents
for each Primary Trust to indemnify the Trustee for any losses or expenses incurred by the
Trustee in, among other things, enforcing the rights of the Trusts (the “Indemnification Rights”).
By way of example, the Indemnification Rights are set forth in Section 8.05(b) of the PSA for
the LB0602 Trust, in pertinent part, as follows:
Without limiting the Master Servicer’s indemnification obligations under Section
6.03, the Master Servicer agrees to indemnify the Trustee from, and hold it
harmless against, any loss, liability or expense resulting from a breach of the
Master Servicer’s obligations and duties under this Agreement. Such indemnity
shall survive the termination or discharge of this Agreement and the resignation or
removal of the Trustee. Any payment under this Section 8.05(b) made by the
Master Servicer to the Trustee shall be from the Master Servicer’s own funds,
without reimbursement from the Trust Fund therefor.
61. Both before and after the date the FDIC was appointed as receiver of WMB, the
Trustee and/or Trusts have been subject to claims, including litigation claims, by borrowers and
other parties alleging, among other things, violations of federal and state laws relating to the
servicing of the mortgage loans in the Trusts. Accordingly, the Indemnification Rights have both
matured and continue to accrue with respect to existing and future claims.
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62. Attached as Exhibit 7 is a chart indicating some of the contractual provisions in
the Governing Documents setting forth the Access Rights and the Indemnification Rights with
respect to each Primary Trust.
(6) WaMu’s Servicing Obligations
63. The Governing Documents for each Primary Trust further provide that WaMu
must service and administer the mortgage loans in the Trusts on behalf of the Trustee, and in the
best interests of, and for the benefit of, the Trusts’ beneficiaries, in a particular manner (the
“Servicing Obligations”). These Servicing Obligations are set forth in the Governing Documents
for each Primary Trust. By way of example, these Servicing Obligations are set forth in Section
3.01 of the PSA for the Long Beach Mortgage Loan Trust, Series 2006-4 (Issue ID No. LB0604),
in pertinent part, as follows:
The Master Servicer shall service and administer the Mortgage Loans on behalf of
the Trustee and in the best interests of and for the benefit of the Certificateholders
(as determined by the Master Servicer in its reasonable judgment) in accordance
with the terms of this Agreement and the respective Mortgage Loans and, to the
extent consistent with such terms, in the same manner in which it services and
administers similar mortgage loans for its own portfolio, giving due consideration
to customary and usual standards of practice of mortgage lenders and loan
servicers administering similar mortgage loans in the local areas where the related
Mortgaged Property is located but without regard to: (i) any relationship that the
Master Servicer, any Sub-Servicer or any Affiliate of the Master Servicer or any
Sub-Servicer may have with the related Mortgagor; (ii) the ownership or non-
ownership of any Certificate by the Master Servicer or any Affiliate of the Master
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Servicer; (iii) the Master Servicer’s obligation to make Advances or Servicing
Advances; or (iv) the Master Servicer’s or any Sub-Servicer’s right to receive
compensation for its services hereunder or with respect to any particular
transaction.
64. Under many of the PSAs for the Primary Trusts, the Servicer is obligated to
enforce the Repurchase Obligations on behalf of the Trust to the extent that it is not the Seller.
See, e.g., §§ 2.03(a), 3.02(b) of the PSA for the LB0602 Trust.
C. WaMu Breached the Representations and Warranties
65. In April 2010, the United States Senate Subcommittee on Investigations (the
“Senate Subcommittee”) held hearings about WaMu’s origination and securitization of mortgage
loans. Based on the Senate Subcommittee’s findings, as well as the reports of other
governmental agencies, the Trustee has reason to believe that many of the mortgage loans in the
Trusts do not comply with the Representations and Warranties and that WaMu breached the
Representations and Warranties, which breaches had a material and adverse effect on the value
of the loans or the interests of the Trusts therein.
66. Because WaMu has denied the Trustee access to records maintained by WaMu, as
Servicer, and has repeatedly refused to honor the Trustee’s contractual Access Rights, the
Trustee is unable to specifically identify particular mortgage loans with respect to which there
have been such breaches of particular Representations and Warranties. Notwithstanding, there is
a reasonable basis to conclude that many of the mortgage loans included in the Trusts do not
comply with the Representations and Warranties, and that WaMu breached the Representations
and Warranties, which breaches had a material and adverse effect on the value of the loans or the
interests of the Trusts therein.
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67. The Senate Subcommittee investigation covered both WaMu’s Wholesale
Specialty Lending division (“Specialty Lending”) and WaMu’s Mutual Mortgage Securities
division (“Mutual Mortgage”). The Senate Subcommittee found that between 2000 and 2007,
WaMu’s Specialty Lending, i.e., subprime lending, sponsored 46 securitizations with a total
original collateral balance of approximately $77 billion. These securitizations were primarily by
WaMu’s Long Beach Mortgage Company (“Long Beach”) affiliate. The Primary Trusts include
43 of the 46 subprime securitizations referenced in the Senate Committee report, with a total
original collateral balance of approximately $73 billion – or over 95 percent of all of WaMu’s
subprime securitizations during the time period. Wall Street and the Financial Crisis: Hearing
before the Permanent Subcomm. On Investigations, April 13, 2010, (“Subcommittee Hearing”),
Hearing Ex. #45. See Exhibit 1-A (Trusts 1-43).
68. The remaining Primary Trusts, with a total original collateral balance of
approximately $92 billion, account for nearly half of the securitizations of WaMu’s Mutual
Mortgage division between 2000 and 2007 that were analyzed by the Senate Subcommittee. Id.,
Hearing Ex. #46.
69. The Senate Subcommittee found that “WaMu selected and securitized loans that
it had identified as likely to go delinquent, without disclosing its analysis to investors who
bought the securities.” The Senate Subcommittee also found that WaMu “securitized loans
tainted by fraudulent information, without notifying purchasers of the fraud that was
discovered.” Id., Hearing Ex. #1a, at p. 6 (emphasis added).
70. The Senate Subcommittee report, associated hearings, and documents released
related to those hearings (collectively, the “Senate Record”) provide multiple examples of
WaMu’s breaches of Representations and Warranties. For example, the Senate Record indicates
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that WaMu lacked effective internal controls, used shoddy lending practices, performed
inadequate underwriting, failed to follow procedures, and committed critical errors. These
practices by WaMu breached the Governing Documents, including, but not limited to, Sections
6(vi), (ix), (xvii), (xxii), (xxxii), (xxxvii), (xlviii), and (lviii) of the MLPA, which, in turn,
triggered WaMu’s Repurchase and Notice Obligations with respect to the mortgage loans in the
Trusts. See, e.g., Exhibits 6, 7.
(1) The Senate Subcommittee Findings
71. In addition to the extensive evidence that WaMu’s securitized loans breached the
Representations and Warranties, the Senate Subcommittee also found evidence that WaMu
discovered and/or had notice of these breaches, which, in turn, triggered its Repurchase and
Notice Obligations, and that WaMu failed to notify RMBS investors and others who purchased
the loans of these breaches. See Subcommittee Hearing, Hearing Ex. #1a, at p. 6; ¶ 69 supra.
72. The Senate Subcommittee made the following “findings of fact related to
Washington Mutual Bank, and its parent holding company, Washington Mutual Inc.”
a. “Shoddy Lending Practices. WaMu and its affiliate Long Beach Mortgage
Company (“Long Beach”), used shoddy lending practices riddled with credit,
compliance, and operation deficiencies to make tens of thousands of high risk
home loans that too often contained excessive risk, fraudulent information, or
errors.”
b. “Securitizing Delinquency-Prone and Fraudulent Loans. At times, WaMu
selected and securitized loans that it had identified as likely to go delinquent,
without disclosing its analysis to investors who bought the securities, and also
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securitized loans tainted by fraudulent information, without notifying purchasers
of the fraud that was discovered.” Id.
73. These practices by WaMu breached the Governing Documents, including, but not
limited to, Sections 6(xxii), (xxxii), (xxxvii), (xlviii), and (lviii) of the MLPA, which, in turn,
triggered WaMu’s Repurchase and Notice Obligations with respect to the mortgage loans in the
Trusts. See, e.g., Exhibits 6, 7.
74. Based upon: (a) the pervasiveness of such practices by WaMu, as found by the
Senate Subcommittee; and (b) the high proportion of WaMu’s securitized mortgage loans that
were sold to, or deposited in, the Trusts during the relevant time period, the Trustee has reason to
believe that such practices affected mortgage loans sold to, or deposited in, the Trusts by WaMu
and that, accordingly, many of the mortgage loans in the Trusts do not comply with the
Representations and Warranties. Thus, WaMu breached the Representations and Warranties,
which breaches had a material and adverse effect on the value of the mortgage loans in the Trusts
or the interests of the Trusts therein, which, in turn, triggered WaMu’s Repurchase and Notice
Obligations with respect to the mortgage loans in the Trusts.
75. The extent of such practices by WaMu and WaMu’s discovery and/or notice of
the breaches of the Representations and Warranties is further evidenced by the following excerpt
from the Senate Subcommittee’s report:
Over the years, both Long Beach and Washington Mutual were the subject of
repeated criticisms by the bank’s internal auditors and reviewers, as well as its
regulators, OTS and the FDIC, for deficient lending and securitization practices.
Long Beach loans repeatedly suffered from early payment defaults, poor
underwriting, fraud, and high delinquency rates. Its mortgage backed securities
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were among the worst performing in the marketplace. In 2003, for example,
Washington Mutual stopped Long Beach’s securitizations and sent a legal team
for three months to address problems and ensure its securitizations and whole loan
sales were meeting the representations and warranties in Long Beach’s sales
agreements.
In 2005, Long Beach had to repurchase over $875 million of
nonperforming loans from investors, suffered a $107 million loss, and had to
increase its repurchase reserve by nearly $75 million. As a result, Long Beach’s
senior management was removed, and Long Beach’s subprime lending operations
were made subject to oversight by Washington Mutual’s Home Loans Division.
Despite those changes, early payment defaults and delinquencies surged again in
2006, and several 2007 reviews identified multiple lending, credit, and appraisal
problems. By mid-2007, Washington Mutual shut down Long Beach as a
separate entity and took over its subprime lending operations. At the end of the
year, a Long Beach employee was indicted for having taken kickbacks to process
fraudulent or substandard loans.
In addition to problems with its subprime lending, Washington Mutual
suffered from lending and securitization deficiencies related to its own mortgage
activities. It received, for example, repeated criticisms for unsatisfactory
underwriting procedures, loans that did not meet credit requirements, and loans
subject to fraud, appraisal problems, and errors. For example, a 2005 internal
investigation found that loans originated from two top loan producing offices in
southern California contained an extensive level of fraud caused primarily by
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employees circumventing bank policies. Despite fraud rates in excess of 58% and
83% at those two offices, no steps were taken to address the problems, and no
investors who purchased loans originated by those offices were notified in 2005
of the fraud problem. In 2006, securitizations with elevated delinquency rates
were found to contain lower quality loans that did not meet the bank’s credit
standards. In 2007, fraud problems resurfaced at the southern California offices,
and another internal review of one of the offices found a fraud rate of 62%. In
2008, the bank uncovered evidence that employees at still another top producing
loan office were ‘manufacturing’ false documentation to support loan
applications. A September 2008 internal review found that loans marked as
containing fraudulent information had nevertheless been securitized and sold to
investors, identifying ineffective controls that had “existed for some time.”
Subcommittee Hearing, Hearing Ex. #1a, at p. 4.
(2) The Senate Record
76. The Senate Record, which is replete with internal WaMu documents, indicates
that WaMu lacked effective internal controls, used shoddy lending practices, performed
inadequate underwriting, failed to follow procedures, and committed critical errors in its
mortgage origination and securitization. These practices by WaMu breached the Governing
Documents, which, in turn, triggered WaMu’s Repurchase and Notice Obligations.
77. By way of example, the following excerpts from the Senate Record evidence
WaMu’s breaches of the Governing Documents, including but not limited to, Sections 6(xxii),
(xxxii), and (lviii) of the MLPAs (see Exhibit 6):
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a. “In its examinations from 2004 to 2008, the OTS noted that WaMu did not have
effective controls in place to ensure proper risk management. Risk management
was especially important in the case of WaMu because of its high-risk lending
strategy, significant and frequent management changes, corporate reorganizations,
and significant growth. Further, when OTS pointed out weaknesses in WaMu’s
internal controls, WaMu management did not always take action to resolve those
weaknesses.” Offices of Inspector General, Department of the Treasury and
Federal Deposit Insurance Corporation, Evaluation of Federal Regulatory
Oversight of Washington Mutual Bank, Report No. EVAL-10-002, April 2010
(the “Evaluation Report”), at p. 12.
b. A WaMu audit of Long Beach found that “the overall system of risk management
and internal controls has deficiencies related to multiple critical origination and
underwriting processes,” and that “[t]hese deficiencies require immediate
effective corrective action to limit continued exposure to losses.” Subcommittee
Hearing, Hearing Ex. #1d.
c. An April 17, 2006 WaMu audit of Long Beach found that “[r]elaxed credit
guidelines, breakdowns in manual underwriting processes, and inexperienced
subprime personnel . . . coupled with a push to increase loan volume and the lack
of an automated fraud monitoring tool, exacerbated the deterioration in loan
quality.” Id.
d. A September 21, 2005 WaMu audit of Long Beach found that “[i]n 24 of 27
(88%) of the refinance transactions reviewed, policies established to preclude
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origination of loans providing no net tangible benefit to the borrower were not
followed.” Id.
e. An email from the Senior Credit Risk Officer of Corporate Credit Review in
December 2006 noted the findings from a monthly test of 275 loans, 15 days after
closing: “Appraisal deficiencies . . . . Material misrepresentations . . . . Legal
documents were missing or contained errors or discrepancies . . . . Credit
evaluation or loan decision errors . . . .” The email added that “deterioration was
accelerating in recent vintages with each vintage since 2002 having performed
worse than the prior vintage.” The email prompted the Executive Vice President
and Chief Enterprise Risk Officer to write that “Long Beach represents a real
problem for WaMu,” and express concern that “Credit Review may seem to have
been standing on the sidelines while problems continue.” Id., Hearing Ex. #16.
f. A credit review report “disclosed that [Long Beach]’s credit management and
portfolio oversight practices were unsatisfactory. . . . Approximately 4,000 of the
13,000 loans in the warehouse had been reviewed” and “of these, approximately
950 were deemed saleable, 800 were deemed unsaleable, and the remainder
contained deficiencies requiring remediation prior to sale.” Furthermore, “[o]f
4,500 securitized loans eligible for foreclosure, 10% could not be foreclosed due
to documentation issues.” Id., Hearing Ex. #8b.
g. An OTS examiner “tried to object to so-called NINA loans – meaning loans in
which ‘No Income and No Asset’ numbers are required to be provided by the
borrower. An OTS policy official agreed, writing in a 2007 email that NINA
loans are ‘collateral dependent lending and deemed unsafe and unsound by all the
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agencies.’” Opening Statement of Senator Carl Levin Before the U.S. Senate
Permanent Subcommittee on Investigations, Wall Street and the Financial Crisis:
The Role of Bank Regulators, April 16, 2010 (“Levin Statement”).
h. Another example of WaMu’s breaches of the Representations and Warranties
involves WaMu’s flagship product, the Option Adjustable Rate Mortgage:
“WaMu engaged in a host of shoddy lending practices that vastly increased the
risks associated with its Option ARMs, such as permitting virtually every Option
ARM borrower to make minimum payments which resulted in negatively
amortizing loans in which the loan principal actually increased over time.
Washington Mutual relied on rising house prices and refinancing to avoid
payment shock and loan defaults.” Id.
i. In addition, “WaMu and Long Beach too often steered borrowers into home loans
they could not afford, allowing and encouraging them to make low initial
payments that would be followed by much higher payments, and presumed that
rising home prices would enable those borrowers to refinance their loans or sell
their homes before the payments shot up.” Subcommittee Hearing, Hearing Ex.
#1a, at p. 6.
j. Moreover, loan officers and processors were paid based on volume, not the
quality of their loans, and were paid more for issuing higher risk loans. Loan
officers and mortgage brokers were also paid more when they got borrowers to
pay higher interest rates, even if the borrower qualified for a lower rate – a
practice that enriched WaMu in the short-term, but made defaults more likely
down the road. See id., at pp. 4-5.
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k. “(High) Repeat Issue – Underwriting guidelines established to mitigate the risk of
unsound underwriting decisions are not always followed and decisioning
methodology is not always fully documented.” Id., Hearing Ex. #19, at p. 3.
l. A November 1, 2005 internal WaMu Long Beach “Post Mortem” also found that
“[u]nderwriting guidelines are not consistently followed and conditions are not
consistently or effectively met.” LBMC Post Mortem – Early Findings Read Out,
November 1, 2005, at p. 1. That same report found that only 1% of first payment
defaults were unavoidable, and that 60% of first payment defaults “could have
been prevented had current policy, procedures and guidelines been better
executed.” Id., at p. 2.
78. The Senate Record also evidences that WaMu did not follow standard residential
appraisal methods, and breached the Representations and Warranties, including, but not limited
to, Section 6(xxxiii) of the MLPAs (see Exhibit 6): “WaMu’s review of appraisals establishing
the value of single family homes did not always follow standard residential appraisal methods
because WaMu allowed a homeowner’s estimate of the value of the home to be included on the
form sent from WaMu to third-party appraisers, thereby biasing the appraiser’s evaluation.”
Evaluation Report, at p.11.
79. WaMu’s shoddy lending practices and its securitization of loans that were likely
to go delinquent greatly increased the risks associated with those loans. As Steve Rotella,
WaMu’s former president and chief operating officer, wrote to Kerry Killinger, WaMu’s former
chairman and chief executive officer: “Here are the facts: the portfolio (total serviced) is up
46% YOY through March but our delinquncies [sic] are up 140% and foreclosures close to
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70%.” Mr. Rotella summarized by telling his boss “[i]t is ugly.” Subcommittee Hearing,
Hearing Ex. #11.
80. Moreover, after September 25, 2008, the Trusts have experienced a substantial
increase in delinquencies giving rise to foreclosures or other remedial activity by WaMu as
Servicer, as well as an increase in realized losses to the Trusts.
D. WaMu’s Breaches of the Governing Documents
81. Based on, among other things, the Senate Subcommittee findings and the Senate
Record, and given that the Primary Trusts constitute a significant percentage of the total number
of securitizations by WaMu during the relevant time period, the Trustee has reason to believe
that: (i) WaMu breached the Representations and Warranties, which breaches had a material and
adverse effect on the value of the mortgage loans in the Trusts or the interests of the Trusts
therein; (ii) WaMu discovered and/or had notice of those breaches, which triggered WaMu’s
Notice and Repurchase Obligations; (iii) WaMu breached its Repurchase and Notice Obligations
by failing to cure the breach of the Representations and Warranties in all material respects,
repurchase the mortgage loans at a specified repurchase price, or substitute for the affected
mortgage loans upon discovery or receipt of notice of those breaches; and (iv) WaMu breached
and continues to breach its obligations in respect of the Trustee’s Access Rights. However,
because WaMu has denied the Trustee access to the loan-level books and records, and
information concerning the mortgage loans in the Trusts, the Trustee is unable to specifically
identify particular mortgage loans in the Trusts that breached particular Representations and
Warranties or for which the Notice and/or Repurchase Obligations have been triggered and
breached.
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82. To date, WaMu has not provided the Trustee with notice of any breaches of
Representations and Warranties giving rise to Repurchase Obligations, except with respect to
certain mortgage loans repurchased from certain Trusts soon after the Trusts were formed. In
addition, the Trustee has been denied access to WaMu’s records and other information
concerning the mortgage loans in the Trusts, and WaMu has failed to grant the Trustee such
access on the stated basis, among others, that the Access Rights have not been triggered because
the Trustee and investors have presented no evidence that WaMu has breached its obligations
(including the Notice Obligations). Indeed, despite numerous requests to WaMu – including,
most recently on June 7, 2010, June 9, 2010, June 11, 2010, and August 16, 2010 – the Trustee
has not been afforded its contractually required access to WaMu’s records and other information
concerning the mortgage loans in the Trusts.
83. WaMu has thus created a “Catch 22” situation, asserting that the Trustee cannot
seek to enforce Repurchase Obligations because it lacks evidence that WaMu breached
Representations and Warranties with respect to specific mortgage loans, and also cannot exercise
Access Rights to acquire such evidence of a breach because, according to WaMu, such exercise
is not “reasonable” without evidence of a breach.
84. In sum: (i) WaMu breached the Representations and Warranties, which breaches
had a material and adverse effect on the value of the mortgage loans in the Trusts or the interests
of the Trusts therein; (ii) WaMu discovered and/or had notice of those breaches, which triggered
WaMu’s Notice and Repurchase Obligations; (iii) WaMu breached its Notice and Repurchase
Obligations; and (iv) WaMu breached and continues to breach its obligations in respect of the
Trustee’s Access Rights.
Case 1:09-cv-01656-RMC Document 32 Filed 09/08/10 Page 36 of 44



37
85. As a direct and proximate result of the breaches of contract set forth in this
Complaint, the Primary Trusts have incurred losses estimated by the Trustee, based on the
limited information available to it, to range from approximately $6 billion to $10 billion, with
such losses continuing to accrue. In addition, as a direct and proximate result of the breaches of
contract set forth in this Complaint, the Secondary Trusts have also been damaged because their
performance is dependent, in whole or in part, on the performance of the Primary Trusts.
E. The FDIC’s and JPMC’s Contentions Regarding Successor Liability
86. Upon the FDIC’s appointment as receiver for WMB, on September 25, 2008, the
FDIC as receiver for WMB, the FDIC in its corporate capacity, and JPMC entered into the PAA.
The PAA is incorporated by reference and attached hereto as Exhibit 2. Section 2.1 of the PAA
provides:
“Subject to Sections 2.5 and 4.8, the Assuming Bank expressly assumes at Book Value
(subject to adjustment pursuant to Article VII) and agrees to pay, perform, and discharge,
all of the liabilities of the Failed Bank which are reflected on the Books and Records of
the Failed Ban as of Ban Closing, including the Assumed Deposits and all liabilities
associated with any and all employee benefit plans, except as listed on the attached
Schedule 2.1, and as otherwise provided in this Agreement (such liabilities referred to as
“Liabilities Assumed”). Notwithstanding Section 4.8, the Assuming Bank specifically
assumes all mortgage servicing rights and obligations of the Failed Bank.”
87. Section 3.1 of the PAA provides that JPMC purchased “all mortgage servicing
rights and obligations” of WaMu; and Schedule 2.1 of the PAA sets forth “Certain Liabilities
Not Assumed” by JPMC. The list of liabilities not assumed by JMPC pursuant to the PAA does
Case 1:09-cv-01656-RMC Document 32 Filed 09/08/10 Page 37 of 44



38
not include or reference any liabilities or obligations arising under the Governing Documents,
including, without limitation, WaMu’s obligations as Seller, Depositor, and/or Servicer.
88. The FDIC contends that it transferred to JPMC all of the obligations and liabilities
relating to the Trusts at issue in this action. In its motion to dismiss (pp. 18-19), the FDIC states:
“Under the unambiguous terms of the [PAA], as well as FIRREA, all risk of liability to DBNTC
or the Trusts is borne by JPMC, not FDIC Receiver.”
89. More specifically, the FDIC contends in its motion to dismiss (p. 19) that: “As the
structure of the [PAA] makes clear, WaMu’s Trust-related seller and servicer obligations are
among the liabilities that FDIC Receiver transferred to JPMC and that JPMC expressly agreed to
assume. See [PAA] § 2.1.”
90. JPMC contends that “JPMC acquired only liabilities ‘reflected on the Books and
Records of the Failed Bank as of Bank Closing’ and only if and to the extent they had a ‘Book
Value.’” Letter from Stacey R. Friedman to Robin A. Henry dated August 25, 2010, at p. 1.
91. JPMC further contends that “[a]ll other liabilities of Washington Mutual Bank,
including the DBNTC liabilities, remain with the Federal Deposit Insurance Corporation as
receiver for the failed bank.” Id. (emphasis added).
CLAIMS FOR RELIEF
Count I
Breach of Contract

92. The Trustee incorporates by reference all prior paragraphs as if they were fully set
forth herein.
93. WaMu breached the Representations and Warranties, which breaches had a
material and adverse effect on the value of the mortgage loans in the Trusts or the interests of the
Trusts therein. WaMu discovered and/or had notice of these breaches, which triggered WaMu’s
Case 1:09-cv-01656-RMC Document 32 Filed 09/08/10 Page 38 of 44



39
Notice and Repurchase Obligations. WaMu breached its Repurchase and Notice Obligations by
failing to cure the breaches of the Representations and Warranties in all material respects,
repurchase the mortgage loans at a specified repurchase price, or substitute for the affected
mortgage loans upon discovery or receipt of notice of these breaches.
94. One or both of the FDIC and/or JPMC, as WaMu’s successor-in-interest and/or
successors-in-interest, is liable for WaMu’s breaches of the Governing Documents.
95. Defendants, in their capacity or capacities as successor Servicer for WaMu,
discovered and/or had notice of WaMu’s breaches of the Representations and Warranties and so
are liable to the Trusts for breach of the Notice Obligation and any resulting damages.
96. Having assumed and not repudiated the Governing Documents for the Trusts, the
FDIC, as receiver for WMB, is liable for WaMu’s breaches of the Governing Documents.
97. The Trust’s and the Trustee’s claims against the FDIC for breaches of these
assumed contracts are entitled at least to administrative expense priority in the WMB
receivership estate.
98. WaMu also continues to breach its obligations in respect of the Trustee’s Access
Rights by failing to provide the Trustee, and others, with access to the records and other
information concerning the mortgage loans in the Trusts so that they could determine whether
Repurchase Obligations exist with respect to particular mortgage loans in the Trusts.
99. These breaches have made it impossible for the Trustee or other parties-in-interest
to the Trusts to enforce WaMu’s Repurchase Obligations, including the enforcement mechanism
of providing WaMu with notice of a breach with respect to, and demanding cure, substitution or
repurchase of, specific mortgage loans included in the Trusts.
Case 1:09-cv-01656-RMC Document 32 Filed 09/08/10 Page 39 of 44



40
100. The Trustee has performed all of its obligations under the Governing Documents
for the Trusts by performing services both before and after the appointment of the FDIC as
receiver for WMB, and has not breached any such obligations or excused the performance by
WaMu of any of its obligations under the Governing Documents.
101. As a direct and proximate cause of these breaches of contract, the Trusts have
suffered and continue to suffer significant damages.
Count II
Declaratory Judgment
102. The Trustee incorporates by reference all prior paragraphs as if they were fully set
forth herein.
103. The FDIC contends that under the PAA, as well as FIRREA, JPMC assumed from
the FDIC, as receiver, all of WaMu’s liabilities and obligations “as seller, servicer, sponsor or in
any other capacity under the Governing [Documents].”
104. JPMC contends that under the PAA it did not assume WaMu’s liabilities or
obligations to the Trusts and the Trustee under the Governing Documents.
105. A justiciable controversy exists as to the rights and obligations of the FDIC and
JPMC regarding whether, and to what extent, the FDIC and/or JPMC has successor liability for
WaMu’s breaches of the Governing Documents, as well as for WaMu’s ongoing obligations to
the Trusts and the Trustee under the Governing Documents, including, but not limited to, the
Repurchase Obligations, the Notice Obligations, the Access Rights and the Indemnification
Rights.
106. The Trustee seeks a declaratory judgment declaring: (i) which, or in the
alternative, that both of, WaMu’s two potential successors-in-interest – the FDIC or JPMC –
succeed(s) to WaMu’s liabilities for breaches of Governing Documents and WaMu’s ongoing
Case 1:09-cv-01656-RMC Document 32 Filed 09/08/10 Page 40 of 44



41
obligations to the Trusts and the Trustee under the Governing Documents, including, but not
limited to, the Repurchase Obligations, the Notice Obligations, the Access Rights and the
Indemnification Rights, and (ii) the extent to which each of the FDIC or JMPC have assumed
those liabilities and ongoing obligations.
WHEREFORE, the Trusts and the Trustee request the following relief from this Court:
A. A judgment in their favor against JPMC, in an amount to be determined, plus
pre-and post-judgment interest, costs of suit, and attorneys’ fees; and/or
B. in the alternative, against the FDIC, in an amount to be determined, plus pre-and
post-judgment interest, costs of suit, and attorney’s fees;
C. a declaratory judgment declaring: (i) which, or in the alternative, that both of,
WaMu’s two potential successors-in-interest – the FDIC or JPMC – succeed(s) to
WaMu’s liabilities for breaches of Governing Documents and WaMu’s ongoing
obligations to the Trusts and the Trustee under the Governing Documents,
including, but not limited to, the Repurchase Obligations, the Notice Obligations,
the Access Rights and the Indemnification Rights, and (ii) the extent to which
each of the FDIC or JMPC have assumed those liabilities and ongoing
obligations;
D. costs, expenses and attorneys’ fees incurred by the Trustee in connection with this
action; and
E. such other and further relief as the Court may deem just.

Case 1:09-cv-01656-RMC Document 32 Filed 09/08/10 Page 41 of 44



42

JURY TRIAL DEMAND
The Trustee hereby demands a jury trial to the fullest extent allowed by law.
Dated: September 8, 2010
Armonk, NY
Respectfully submitted,

BOIES, SCHILLER & FLEXNER LLP

By: /s/ Robin A. Henry
Robin A. Henry (admitted pro hac vice)
Michael Endler (admitted pro hac vice)
Motty Shulman (admitted pro hac vice)
333 Main Street
Armonk, NY 10504
Phone: (914) 749-8200
Fax: (914) 749-8300

Tanya S. Chutkan (D.C. Bar No. 420478)
BOIES, SCHILLER & FLEXNER LLP
5301 Wisconsin Ave. NW #800
Washington, DC 20015
Phone: (202) 237-2727
Fax: (202) 237-6131

Counsel for Plaintiff Deutsche Bank National Trust
Company, as Trustee for the Trusts listed in
Exhibits 1-A and 1-B, for all claims except with
respect to paragraph 97 of the Complaint.

- and -

TALCOTT FRANKLIN P.C.

Talcott J. Franklin (D.D.C. Bar No. TX0078)
208 North Market Street, Suite 200
Dallas, Texas 75202
Phone: (214) 736-8730
Fax: (877) 577-1356

Counsel for Plaintiff Deutsche Bank National Trust
Company, as Trustee for the Trusts listed in
Exhibits 1-A and 1-B.
Case 1:09-cv-01656-RMC Document 32 Filed 09/08/10 Page 42 of 44



43
Certificate of Service
This is to certify that on September 8, 2010 the foregoing Amended Complaint was filed
electronically with the Clerk of the Court via email and served upon all appearing parties and
Counsel of record via email and Federal Express overnight mail at the below listed addresses.

By: /s/ Sara Clinton



Scott H. Christensen
HUGHES HUBBARD & REED, LLP
1775 I Street, NW
Suite 600
Washington, DC 20006
(202) 721-4644
Fax: (202) 721-4646
Email: christen@hugheshubbard.com

William Robert Stein
HUGHES HUBBARD & REED LLP
1775 I Street, NW
Washington, DC 20006-2402
(202) 721-4600
Fax: (202) 721-4646
Email: stein@hugheshubbard.com

Anne M. Devens
FEDERAL DEPOSIT INSURANCE CORPORATION
3501 Fairfax Drive
Room VS-D-7062
Arlington, VA 22207
(703) 562-2204
Email: adevens@fdic.gov

Jason Samuel Cohen
HUGHES HUBBARD & REED, LLP
1775 I Street, NW
Washington, DC 20006
(202) 721-4788
Email: cohenj@hugheshubbard.com
Case 1:09-cv-01656-RMC Document 32 Filed 09/08/10 Page 43 of 44



44

Jeffrey D. Wexler
LUCE, FORWARD, HAMILTON & SCRIPPS, LLP
601 South Figueroa Street
Suite 3900
Los Angeles, CA 90017
(213) 892-4910
Fax: (213) 452-8029
Email: jwexler@luce.com

Michael Hain Bierman
LUCE, FORWARD, HAMILTON & SCRIPPS LLP
601 South Figueroa Street
Suite 3900
Los Angeles, CA 90017
(213) 892-4992
Fax: (213) 452-8032
Email: mbierman@luce.com

Case 1:09-cv-01656-RMC Document 32 Filed 09/08/10 Page 44 of 44





















EXHIBIT 1A
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 1 of 52
ID No. Transaction Series DBNTC Role(s) WaMu Role(s) MLPA Date PSA Date
1 LB00F1 Long Beach Home Equity Loan Trust 2000-LB1 Trustee Depositor, Master Servicer, Seller 8/1/00 8/1/00
2 LB0002 Long Beach Mortgage Loan Trust 2000-1 Trustee Depositor, Master Servicer, Seller 12/12/00 12/1/00
3 LB0101 Long Beach Mortgage Loan Trust 2001-1 Trustee Depositor, Master Servicer, Seller 3/14/01 3/1/01
4 LB0102 Long Beach Mortgage Loan Trust 2001-2 Trustee Depositor, Master Servicer, Seller 7/18/01 7/1/01
5 LB0103 Long Beach Mortgage Loan Trust 2001-3 Trustee Depositor, Master Servicer, Seller 9/19/01 9/1/01
6 LB0104 Long Beach Mortgage Loan Trust 2001-4 Trustee Depositor, Master Servicer, Seller 11/30/01 12/1/01
7 LB0201 Long Beach Mortgage Loan Trust 2002-1 Trustee Depositor, Master Servicer, Seller 4/1/02 4/1/02
8 LB0202 Long Beach Mortgage Loan Trust 2002-2 Trustee, Administrator Depositor, Master Servicer, Seller 5/30/02 6/1/02
9 LB0205 Long Beach Mortgage Loan Trust 2002-5 Trustee, Custodian Depositor, Master Servicer, Seller 10/31/02 11/1/02
10 LB0301 Long Beach Mortgage Loan Trust 2003-1 Trustee, Custodian Depositor, Master Servicer, Seller 1/30/03 2/1/03
11 LB0302 Long Beach Mortgage Loan Trust 2003-2 Trustee, Custodian Depositor, Master Servicer, Seller 4/2/03 4/1/03
12 LB0303 Long Beach Mortgage Loan Trust 2003-3 Trustee, Custodian Depositor, Master Servicer, Seller 5/29/03 6/1/03
13 LB0304 Long Beach Mortgage Loan Trust 2003-4 Trustee, Custodian Depositor, Master Servicer, Seller 7/8/03 7/.1/03
14 LB0401 Long Beach Mortgage Loan Trust 2004-1 Trustee, Custodian Depositor, Master Servicer, Seller 2/3/04 2/1/04
15 LB0402 Long Beach Mortgage Loan Trust 2004-2 Trustee, Custodian Depositor, Master Servicer, Seller 5/1/04 5/1/04
16 LB0403 Long Beach Mortgage Loan Trust 2004-3 Trustee, Custodian Depositor, Master Servicer, Seller 6/2/04 6/1/04
17 LB0404 Long Beach Mortgage Loan Trust 2004-4 Trustee, Custodian Depositor, Master Servicer, Seller 9/2/04 9/1/04
18 LB0405 Long Beach Mortgage Loan Trust 2004-5 Trustee, Custodian Depositor, Master Servicer, Seller 8/18/04 8/1/04
19 LB0406 Long Beach Mortgage Loan Trust 2004-6 Trustee, Custodian Depositor, Master Servicer, Seller 10/20/04 10/1/04
20 LB0501 Long Beach Mortgage Loan Trust 2005-1 Trustee, Custodian Depositor, Master Servicer, Seller 1/3/05 1/1/05
21 LB0502 Long Beach Mortgage Loan Trust 2005-2 Trustee, Custodian Depositor, Master Servicer, Seller 3/31/05 4/1/05
22 GS05X2
GSAMP Trust
1
2005-S2 Trustee Master Servicer, Responsible Party 12/1/04 5/1/05
23 LB05W1 Long Beach Mortgage Loan Trust 2005-WL1 Trustee, Custodian Depositor, Master Servicer, Seller 7/13/05 7/1/05
24 LB0503 Long Beach Mortgage Loan Trust 2005-3 Trustee, Custodian Depositor, Master Servicer, Seller 9/1/05 9/1/05
25 LB05W2 Long Beach Mortgage Loan Trust 2005-WL2 Trustee, Custodian Depositor, Master Servicer, Seller 8/25/05 8/1/05
26 LB05W3 Long Beach Mortgage Loan Trust 2005-WL3 Trustee, Custodian Depositor, Master Servicer, Seller 11/25/05 11/1/05
27 GS06L1
GSAMP Trust
1
2006-S1 Trustee, Custodian Servicer 12/1/04 1/1/06
EXHIBIT 1-A
PRIMARY TRUSTS
Page 1 of 4
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 2 of 52
ID No. Transaction Series DBNTC Role(s) WaMu Role(s) MLPA Date PSA Date
28 LB06W1 Long Beach Mortgage Loan Trust 2006-WL1 Trustee, Custodian Depositor, Master Servicer, Seller 1/9/06 1/1/06
29 LB06W2 Long Beach Mortgage Loan Trust 2006-WL2 Trustee, Custodian Depositor, Master Servicer, Seller 1/26/06 1/1/06
30 LB06W3 Long Beach Mortgage Loan Trust 2006-WL3 Trustee, Custodian Depositor, Master Servicer, Seller 1/26/06 1/1/06
31 LB0601 Long Beach Mortgage Loan Trust 2006-1 Trustee, Custodian Depositor, Master Servicer, Seller 1/24/06 2/1/06
32 LB0602 Long Beach Mortgage Loan Trust 2006-2 Trustee, Custodian Depositor, Master Servicer, Seller 2/24/06 3/1/06
33 LB0603 Long Beach Mortgage Loan Trust 2006-3 Trustee, Custodian Depositor, Master Servicer, Seller 3/30/06 4/1/06
34 LB0604 Long Beach Mortgage Loan Trust 2006-4 Trustee Depositor, Master Servicer, Seller 4/28/06 5/1/06
35 LB060A Long Beach Mortgage Loan Trust 2006-A Trustee, Custodian Depositor, Master Servicer, Seller 4/26/06 5/1/06
36 LB0605 Long Beach Mortgage Loan Trust 2006-5 Trustee, Custodian Depositor, Master Servicer, Seller 6/7/06 6/1/06
37 LB0606 Long Beach Mortgage Loan Trust 2006-6 Trustee, Custodian Depositor, Master Servicer, Seller 7/21/06 7/1/06
38 LB0607 Long Beach Mortgage Loan Trust 2006-7 Trustee, Custodian Depositor, Master Servicer, Seller 8/24/06 8/1/06
39 LB0608 Long Beach Mortgage Loan Trust 2006-8 Trustee, Custodian Depositor, Master Servicer, Seller 9/14/06 9/1/06
40 LB0609 Long Beach Mortgage Loan Trust 2006-9 Trustee, Custodian Depositor, Master Servicer, Seller 10/5/06 10/1/06
41 LB0610 Long Beach Mortgage Loan Trust 2006-10 Trustee, Custodian Depositor, Master Servicer, Seller 11/2/06 11/1/06
42 LB0611 Long Beach Mortgage Loan Trust 2006-11 Trustee, Custodian Depositor, Master Servicer, Seller 12/8/06 12/1/06
43 WA07H1 WaMu Asset Acceptance Corp. 2007-HE1 Trustee Depositor, Servicer, Seller 1/11/07 1/1/07
44 WA0001 Washington Mutual Mortgage Securities Corp. 2000-1 Trustee Servicer, Mortgage Seller 3/1/00 3/31/00
45 WA0107 Washington Mutual Mortgage Securities Corp. 2001-7 Trustee Servicer, Mortgage Seller 5/24/01 5/1/01
46 WA01A3 Washington Mutual Mortgage Securities Corp. 2001-AR3 Trustee Depositor, Servicer, Seller 11/1/01
47 WA02A2 Washington Mutual Mortgage Securities Corp. 2002-AR2 Trustee Depositor, Servicer, Seller 2/26/02
48 WA02A6 Washington Mutual Mortgage Securities Corp. 2002-AR6 Trustee Depositor, Servicer, Seller 5/1/02
49 WA02A9 Washington Mutual Mortgage Securities Corp. 2002-AR9 Trustee Depositor, Servicer, Seller 7/1/02
50 WA02AC Washington Mutual Mortgage Securities Corp. 2002-AR12 Trustee Depositor, Servicer, Seller 9/1/02
51 WA02AD Washington Mutual Mortgage Securities Corp. 2002-AR13 Trustee Depositor, Servicer, Seller 9/1/02
52 WA02AE Washington Mutual Mortgage Securities Corp. 2002-AR14 Trustee Depositor, Servicer, Seller 10/25/02
53 WA02AF Washington Mutual Mortgage Securities Corp. 2002-AR15 Trustee Depositor, Servicer, Seller 10/1/02
54 WA02AG Washington Mutual Mortgage Securities Corp. 2002-AR16 Trustee Depositor, Servicer, Seller 10/1/02
55 WA02AH Washington Mutual Mortgage Securities Corp. 2002-AR17 Trustee Depositor, Servicer, Seller 10/1/02
56 WA02AI Washington Mutual Mortgage Securities Corp. 2002-AR18 Trustee Depositor, Servicer, Seller 11/1/02
57 WA02AJ Washington Mutual Mortgage Securities Corp. 2002-AR19 Trustee, Auction Administrator Depositor, Servicer, Seller 12/1/02
58 WA03A1 Washington Mutual Mortgage Securities Corp. 2003-AR1 Trustee, Auction Administrator Depositor, Servicer, Seller 1/1/03
Page 2 of 4
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 3 of 52
ID No. Transaction Series DBNTC Role(s) WaMu Role(s) MLPA Date PSA Date
59 WA03A2 Washington Mutual Mortgage Securities Corp. 2003-AR2 Trustee Depositor, Servicer, Seller 2/1/03
60 WA03A3 Washington Mutual Mortgage Securities Corp. 2003-AR3 Trustee, Auction Administrator Depositor, Servicer, Seller 2/1/03
61 WA03A4 Washington Mutual Mortgage Securities Corp. 2003-AR4 Trustee, Auction Administrator Depositor, Servicer, Seller 3/1/03
62 WA03A5 Washington Mutual Mortgage Securities Corp. 2003-AR5 Trustee, Auction Administrator Depositor, Servicer, Seller 4/1/03
63 WA03A6 Washington Mutual Mortgage Securities Corp. 2003-AR6 Trustee Depositor, Servicer, Seller 5/1/03
64 WA03A7 Washington Mutual Mortgage Securities Corp. 2003-AR7 Trustee, Auction Administrator Depositor, Servicer, Seller 6/1/03
65 WA03A8 Washington Mutual Mortgage Securities Corp. 2003-AR8 Trustee Depositor, Servicer, Seller 7/1/03
66 WA03A9 Washington Mutual Mortgage Securities Corp. 2003-AR9 Trustee, Auction Administrator Depositor, Servicer, Seller 8/1/03
67 WA03AA Washington Mutual Mortgage Securities Corp. 2003-AR10 Trustee, Auction Administrator Depositor, Servicer, Seller 9/1/03
68 WA03AB Washington Mutual Mortgage Securities Corp. 2003-AR11 Trustee, Auction Administrator Depositor, Servicer, Seller 10/1/03
69 WA03AC Washington Mutual Mortgage Securities Corp. 2003-AR12 Trustee, Auction Administrator Depositor, Servicer, Seller 12/1/03
70 WA04A1 Washington Mutual Mortgage Securities Corp. 2004-AR1 Trustee Depositor, Servicer, Seller 2/1/04
71 WA04A2 Washington Mutual Mortgage Securities Corp. 2004-AR2 Trustee Depositor, Servicer, Seller 4/1/04
72 WA04A3 Washington Mutual Mortgage Securities Corp. 2004-AR3 Trustee Depositor, Servicer, Seller 4/1/04
73 WA04A4 Washington Mutual Mortgage Securities Corp. 2004-AR4 Trustee, Auction Administrator Depositor, Servicer, Seller 5/1/04
74 WA04A5 Washington Mutual Mortgage Securities Corp. 2004-AR5 Trustee, Auction Administrator Depositor, Servicer, Seller 5/1/04
75 WA04A6 Washington Mutual Mortgage Securities Corp. 2004-AR6 Trustee Depositor, Servicer, Seller 5/1/04
76 WA04A7 Washington Mutual Mortgage Securities Corp. 2004-AR7 Trustee, Auction Administrator Depositor, Servicer, Seller 5/1/04
77 WA04A8 Washington Mutual Mortgage Securities Corp. 2004-AR8 Trustee Depositor, Servicer, Seller 6/1/04
78 WA04AA Washington Mutual Mortgage Securities Corp. 2004-AR10 Trustee Depositor, Servicer, Seller 7/1/04
79 WA04AC Washington Mutual Mortgage Securities Corp. 2004-AR12 Trustee Depositor, Custodian, Servicer, Seller 10/1/04
80 WA04AD Washington Mutual Mortgage Securities Corp. 2004-AR13 Trustee Depositor, Servicer, Seller 11/1/04
81 WA05A1 Washington Mutual Mortgage Securities Corp. 2005-AR1 Trustee Depositor, Servicer, Seller 1/1/05
82 WA05A2 Washington Mutual Mortgage Securities Corp. 2005-AR2 Trustee Depositor, Servicer, Seller 1/1/05
83 WA05A4 Washington Mutual Mortgage Securities Corp. 2005-AR4 Trustee, Auction Administrator Depositor, Servicer, Seller 3/1/05
84 WA05A6 Washington Mutual Mortgage Securities Corp. 2005-AR6 Trustee Depositor, Servicer, Seller 4/1/05
85 WA05A8 Washington Mutual Mortgage Securities Corp. 2005-AR8 Trustee Depositor, Servicer, Seller 7/1/05
86 WA05A9 Washington Mutual Mortgage Securities Corp. 2005-AR9 Trustee Depositor, Servicer, Seller 7/1/05
87 WA05AA Washington Mutual Mortgage Securities Corp. 2005-AR10 Trustee Depositor, Servicer, Seller 8/1/05
88 WA05AB WaMu Asset Acceptance Corp. 2005-AR13 Trustee Depositor, Servicer, Seller 10/25/05 10/1/05
89 WA05AC WaMu Asset Acceptance Corp. 2005-AR16 Trustee Depositor, Servicer, Seller 10/25/05 11/1/05
Page 3 of 4
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 4 of 52
ID No. Transaction Series DBNTC Role(s) WaMu Role(s) MLPA Date PSA Date
90 WA05AD WaMu Asset Acceptance Corp. 2005-AR18 Trustee Depositor, Servicer, Seller 10/25/05 12/1/05
91 WA0601 Washington Mutual Home Equity Trust I Trustee Depositor, Servicer, Seller 1/31/06
92 WA0602 WaMu 2006-OA1 Trustee Depositor, Servicer, Seller 11/30/06
93 WA06A1 WaMu Asset Acceptance Corp. 2006-AR1 Trustee Depositor, Servicer, Seller 10/25/05 1/1/06
94 WA06A3 WaMu Asset Acceptance Corp. 2006-AR3 Trustee Depositor, Servicer, Seller 10/5/05 2/1/06
95 WA06A4 Washington Mutual Mortgage Securities Corp. 2006-AR4 Trustee Depositor, Servicer, Seller 10/25/05 4/1/06
96 WA06A5 WaMu Asset Acceptance Corp. 2006-AR5 Trustee Depositor, Servicer, Seller 10/25/05 5/1/06
97 WA0701 WaMu 2007-Flex1 Trustee Depositor, Servicer, Issuer 10/25/07
98 MS0001 Morgan Stanley ABS Capital I Inc. 2000-1 Indenture Trustee Master Servicer, Seller 4/1/00 7/1/00
99 CO9201 Coast Federal 1992-1 Trustee Depositor, Master Servicer, Seller 8/1/92
1
Pursuant to the PSA, WaMu acts as the “Master Servicer” and “Responsible Party”. Under Section 2.03 of the PSA, WaMu, as Responsible Party, makes the representations
and warranties set forth in the MLPA as well as certain additional representations set forth in the PSA itself and agrees that such representations and warranties shall inure to
the benefit of the Depositor [GS Mortgage Securities Corp.] and the Trustee. Under Sections 2.03 and 2.08 of the PSA, the Responsible Party agrees that the Trustee may
enforce against the Responsible Party the repurchase rights set forth in Section 2.03 of the PSA and in the MPLA.
Page 4 of 4
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 5 of 52





















EXHIBIT 1B
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 6 of 52
Exhibit 1-B
Secondary Trusts
ID No. Transaction Series DBNTC Role(s) Agreement
1 LB05N6 Long Beach Asset Holding Corp. CI-2005-WL3 Trustee Indenture Agreement 12/7/2005
2 LB03P1 Long Beach Securities Corp. 2003-P1 (2003-W5) Trustee Indenture Agreement 04/30/2003
3 LB03P2 Long Beach Securities Corp. 2003-W9 Trustee Indenture Agreement 6/26/2003
4 LB04N2 Long Beach Asset Holding Corp. 2004-2 Indenture Trustee Indenture Agreement 5/26/2004
5 LB04N4 Long Beach Asset Holding Corp. 2004-4 Indenture Trustee Indenture Agreement 11/24/2004
6 LB04N6 Long Beach Asset Holding Corp. 2004-6 Indenture Trustee Indenture Agreement 10/29/2004
7 LB05N2 Long Beach Asset Holding Corp. 2005-2 Indenture Trustee Indenture Agreement 04/26/2005
8 LB05N3 Long Beach Asset Holding Corp. CI-2005-WL1 Indenture Trustee Indenture Agreement 10/21/2005
9 LB05N4 Long Beach Asset Holding Corp. CI-2005- WL2 Indenture Trustee Indenture Agreement 09/07/2005
10 LB05N5 Long Beach Asset Holding Corp. 2005-3 Indenture Trustee Indenture Agreement 09/20/2005
11 LB06N2 Long Beach Asset Holding Corp. 2006-WL2 Indenture Trustee Indenture Agreement 3/20/2006
12 LB06N4 Long Beach Asset Holding Corp. 2006-1 Indenture Trustee Indenture Agreement 02/28/2006
13 LB06N5 Long Beach Asset Holding Corp. 2006-2 Indenture Trustee Indenture Agreement 03/30/2006
14 LB06N6 Long Beach Asset Holding Corp. CI 2006-3 Indenture Trustee Indenture Agreement 04/27/2006
15 LB06N7 Long Beach CI NIM Notes 2006-4 Indenture Trustee Indenture Agreement 05/30/2006
16 LB06N8 Long Beach CI NIM Notes 2006-5 Indenture Trustee Indenture Agreement 06/30/2006
17 LB06N9 Long Beach CI NIM Notes 2006-6 Indenture Trustee Indenture Agreement 07/31/2006
18 LB06NA Long Beach CI NIM Notes 2006-7 Indenture Trustee Indenture Agreement 08/31/2006
19 LB06NB Long Beach CI NIM Notes 2006-8 Indenture Trustee Indenture Agreement 09/27/2006
20 LB06NC Long Beach CI NIM Notes 2006-9 Indenture Trustee Indenture Agreement 10/30/2006
21 LB06ND Long Beach CI NIM Notes 2006-10 Indenture Trustee Indenture Agreement 11/21/2006
22 LB06NE Long Beach CI NIM Notes 2006-11 Indenture Trustee Indenture Agreement 12/27/2006
23 LB07P3 Long Beach Asset Holdings Corp CI 2003-3 Indenture Trustee Subordinate Note Paying Agency Agreement 11/16/2007
24 LB07P4 Long Beach Asset Holdings Corp CI 2003-3 Indenture Trustee Subordinate Note Paying Agency Agreement 11/16/2007
25 WA07N1 WaMu CI NIM Notes 2003-4 Indenture Trustee Indenture Agreement 01/30/2007
26 WA06C1 WM Covered Bond Program 1 Mortgage Bond Indenture
Trustee, Asset Monitor
Amended and Restated Indenture 05/18/2007
27 WA06C2 WM Covered Bond Program 2 Mortgage Bond Indenture
Trustee, Asset Monitor
Bond Indenture 09/27/2006
28 WA07C3 WM Covered Bond Program 3 Mortgage Bond Indenture
Trustee, Securities Intermediary
Amended and Restated Mortgage Bond Indenture
05/18/2007
Page 1 of 1
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 7 of 52





















EXHIBIT 2
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 8 of 52
PURCHASE AND ASSUMPTION AGREEMENT
WHOLE BANK
AMONG
FEDERAL DEPOSIT INSURACE CORPORATION,
RECEIVER OF WASHINGTON MUTUAL BANK,
HENDERSON, NEVADA
FEDERAL DEPOSIT INSURANCE CORPORATION
and
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
DATED AS OF
SEPTEMBER 25, 2008
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 9 of 52
ARTICLE I
ARTICLE II
2.1
2.2
2.3
2.4
2.5
ARTICLE III
3.1
3.2
3.3
3.4
3.5
3.6
ARTICLE IV
4.1
4.2
4.3
4.4
4.5
4.6
4.7
4.8
4.9
4.10
4.11
4.12
4.13
Execution Copy
Whole Bank P&A
T ABLE OF CONTENTS
DEFINITIONS ...........................................................................................2
ASSUMPTION OF LIABILITIES...........................................................8
Liabilities Assumed by Assuming Ban ......................................................8
Interest on Deposit Liabilities ......................................................................8
Unclaimed Deposits ........ ........ ........ ............... ............... .......... .... ............. ....8
Omitted ........................................................................................................9
Borrower Claims..........................................................................................9
PURCHASE OF ASSETS .........................................................................9
Assets Purchased by Assuming Ban ..........................................................9
Asset Purchase Price ....................................................................................9
Maner of Conveyance; Limited Waranty;
Nonrecourse; Etc............... ........... ..... ............. .............. ..................1 0
Puts of Assets to the Receiver....................................................................10
Assets Not Purchased by Assuming Ban .................................... ............ .11
Assets Essential to Receiver.. ............ .......... ....... ................. ......................11
ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS........13
Continuation of Baning Business........... ....... ........... ...................... ..........13
Agreement with Respect to Credit Card Business ....... ........................ ......13
Agreement with Respect to Safe Deposit Business ...................................13
Agreement with Respect to Safekeeping Business ...... ....... .................... ...13
Agreement with Respect to Trust Business ...............................................13
Agreement with Respect to Ban Premises ...............................................14
Agreement with Respect to Leased Data
Processing Equipment................................................................... .16
Agreement with Respect to Certain
Existing Agreements.................................................................... ..16
Informational Tax Reporting.... ................... ........ ........... .................. .........17
Insurance. ..... . .. ........... .. .. .. ....... .. . ........ ........ .......... ......... .......... ...................1 7
Office Space for Receiver and Corporation ........ ........ .......... .....................17
Omitted ......................................................................................................18
Omitted .....................................................................................................18
ii
Washington Mutual Bank
Henderon. Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 10 of 52
ARTICLE V
5.1
5.2
5.3
ARTICLE VI
6.1
6.2
6.3
6.4
ARTICLE VII
ARTICLE VIII
ARTICLE IX
9.1
9.2
9.3
9.4
9.5
9.6
9.7
ARTICLE X
ARTICLE XI
ARTICLE XII
12.1
12.2
12.3
12.4
12.5
12.6
12.7
12.8
Execution Copy
Whole Bank P&A
DUTIES WITH RESPECT TO DEPOSITORS
OF THE FAILED BANK........................................................................18
Payment of Checks, Drafts and Orders ." .......................... ................ .........18
Certain Agreements Related to Deposits ............................................... ....18
Notice to Depositors. ........... ........ .............. ..................... .......................... .18
RECORDS ................................................................................................19
Transfer of Records..........................................................................
..........19
Delivery of Assigned Records ........... ............ ................ ......... .............. .....20
Preservation of
Records .............................................................................20
Access to Records; Copies.........................................................................20
BID; INITIAL PAYMENT .....................................................................20
PRO FO RMA ............................................................................................20
CONTINUING COOPERATION..........................................................21
General Matters..........................................................................................21
Additional Title Documents.......................................................................21
Claims and Suits.... ......... ............................ ..... ........ ......... ....................... ..21
Payment of Deposits .................. .................. .............................. ............ ....22
Withheld Payments ....................................................................................22
Proceedings with Respect to Certain Assets
and Liabilities.................................................................................22
Information.... ......... ........ ..... ......................... .... .... ......................... ......... ....23
CONDITION PRECEDENT ..................................................................23
REPRESENTATIONS AND WARTIES OF THE
ASSUMING BANK .................................................................................23
INDEMNIFICATION .............................................................................24
Indemnification of
Indemnitees .................................................................25
Conditions Precedent to Indemnification...................................................27
No Additional Waranty.............................................................................28
Indemnification of Corporation and Receiver............................................29
Obligations Supplemental..........................................................................29
Criminal Claims.............................................................. ....................... ....29
Limited Guaranty of
the Corporation.........................................................29
Subrogation .. ........................... ....................... .... ....... .................................30
11
Washington Mutual Bank
Henderson. Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 11 of 52
ARTICLE XIII
13.1
13.2
13.3
13.4
13.5
13.6
13.7
13.8
13.9
13.10
13.11
13.12
13.13
SCHEDULES
2.1
3.2
3.5
EXHIBIT
3.2(c)
Execution Copy
Whle Bank P&A
MISCELLANEOUS ................................................................................30
Entire Agreement .................................. ..... ............ ........ ..... ...... .......... .......30
Headings .... ............................................................... ..... ........ .................. ..30
Counterpars.............................................................................................. .30
Governing Law......................................................... ........ ........ .......... .......30
Successors.. ...... ...... ...................... .................. .... ............ ..... ............. ...... ....30
Modification; Assignent .................. ................... ......... ........... ...... ..........31
Notice ........................................................................................................31
Maner of Payment.............................................. ......... .......... .............. .....31
Costs, Fees and Expenses ..........................................................................32
Waiver........................................................................................................32
Severability...... ... ...... .... .......... ............ ...... ..... .... ... ...... ...... ....... ..................32
Term of Agreement....................................................................................32
Survival of Covenants, Etc. .......................................................................32
Certain Liabilities Not Assumed................................................................34
Purchase Price of Assets or Assets .... ........... ................... ...... ...... ......... .....35
Certain Assets Not Purchased....................................................................37
Valuation of Certain Qualified Financial Contracts....... ..... ........... ......... ..38
iv
Washington Mutual Bank
Hendern. Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 12 of 52
PURCHASE AND ASSUMPTION AGREEMENT
WHOLE BANK
THIS AGREEMENT, made and entered into as of
the 25th day of September, 2008, by
and among the FEDERAL DEPOSIT INSURANCE CORPORATION, RECEIVER of
WASHINGTON MUTUAL BANK, HENDERSON, NEVADA (the "Receiver"),
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION, organized under the laws of
the United States of America, and having its principal place of
business in Seattle, Washington
(the "Assuming Ban"), and the FEDERAL DEPOSIT INSURANCE CORPORATION,
organized under the laws of the United States of America and having its principal offce in
Washington, D.C., acting in its corporate capacity (the "Corporation").
WITNESSETH:
WHEREAS, on Ban Closing, the Charering Authority closed Washington Mutual
Ban (the "Failed Ban") pursuant to applicable law and the Corporation was appointed Receiver
thereof; and
WHEREAS, the Assuming Ban desires to purchase substantially all of the assets and
assume all deposit and substantially all other liabilities of the Failed Ban on the terms and
conditions set fort in this Agreement; and
WHEREAS, pursuant to 12 U.S.C. Section 1823(c)(2)(A), the Corporation may provide
assistance to the Assuming Ban to facilitate the transactions contemplated by this Agreement,
which assistance may include indemnification pursuant to Aricle XII; and
WHEREAS, the Board of Directors ofthe Corporation (the "Board") has determined to
provide assistace to the Assuming Ban on the terms and subject to the conditions set forth in
this Agreement; and
WHEREAS, the Board has determined pursuant to 12 U.S.C. Section 1823(c)(4)(A) that
such assistance is necessar to meet the obligation of
the Corporation to provide insurance
coverage for the insured deposits in the Failed Ban and is the least costly to the deposit
insurance fud of all possible methods for meeting such obligation.
NOW THEREFORE, in consideration of
the mutual promises herein set forth and other
valuable consideration, the paries hereto agree as follows:
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 13 of 52
ARTICLE I
DEFINITIONS
Capitalized terms used in this Agreement shall have the meanings set forth in this Aricle
I, or elsewhere in this Agreement. As used herein, words imparing the singular include the plural
and vice versa.
"Accounting Records" means the general
ledger and subsidiar ledgers and
supporting schedules which support the general ledger balances.
"Acquired Subsidiaries" means Subsidiares of
the Failed Ban acquired
pursuant to Section 3.1.
"Adversely Classified" means, with respect to any Loan or security, a Loan or
security which has been designated in the most recent report of examination as "Substandard,"
"Doubtful" or "Loss" by the Failed Ban's appropriate Federal or State Charering Authority or
regulator.
"Affliate" of any Person means any director, offcer, or employee of
that Person
and any other Person (i) who is directly or indirectly controllng, or controlled by, or under direct
or indirect common control with, such Person, or (ii) who is an affliate of such Person as the
term "affliate" is defined in Section 2 of
the Ban Holding Company Act of 1956, as amended,
12 U.S.C. Section 1841.
"Agreement" means this Purchase and Assumption Agreement by and among the
Assuming Ban, the Corporation and the Receiver, as amended or otherwise modified from time
to time.
"Assets" means all
'assets of the Failed Ban purchased pursuant to Section 3.1.
Assets owned by Subsidiares of
the Failed Bank are not "Assets" within the meaning of
this
definition.
"Assumed Deposits" means Deposits.
"Bank Closing" means the close of
business of the Failed Ban on the date on
which the Charering Authority closed such institution.
"Bank Premises" means the baning houses, drive-in baning facilities, and
teller facilities (staffed or automated) together with appurtenant parking, storage and service
facilities and structures connecting remote facilities to baning houses, and land on which the
foregoing are located, that are owned or leased by the Failed Ban and that are occupied by the
Failed Ban as of
Ban Closing.
"Bid Amount" has the meaning provided in Aricle VII.
2
Execution Copy
Whole Bank P&A
Washington Mutual Bank
Henderson, Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 14 of 52
"Book Value" means, with respect to any Asset and any Liability Assumed, the
dollar amount thereof stated on the Accounting Records of the Failed Bank. The Book Value of
any item shall be determined as of
Bank Closing after adjustments made by the Assuming Bank
for normal operational and timing differences in accounts, suspense items, unposted debits and
credits, and other similar adjustments or corrections and for setoffs, whether voluntar or
involuntar. The Book Value ofa Subsidiar of
the Failed Ban acquired by the Assuming Bank
shall be determined from the investment in subsidiar and related accounts on the "ban only"
(unconsolidated) balance sheet of
the Failed Ban based on the equity method of accounting.
Without limiting the generality of
the foregoing, (i) the Book Value of a Liability Assumed shall
include all accrued and unpaid interest thereon as of Ban Closing, and (ii) the Book Value of a
Loan shall reflect adjustments for eared interest, or uneared interest (as it relates to the "rule of
78s" or add-on-interest loans, as applicable), if any, as of Ban Closing, adjustments for the
portion of eared or uneared loan-related credit life and/or disability insurance premiums, if
any, attributable to the Failed Ban as of
Ban Closing, and adjustments for Failed Ban
Advances, if any, in each case as determined for financial reporting purposes. The Book Value of
an Asset shall not include any adjustment for loan premiums, discounts or any related deferred
income or fees, or general or specific reserves on the Accounting Records of
the Failed Ban.
"Business Day" means a day other than a Saturday, Sunday, Federal
legal holiday
or legal holiday under the laws of
the State where the Failed Ban is located, or a day on which
the principal offce of the Corporation is closed.
"Chartering Authority" means (i) with respect to a national ban, the Offce of
the Comptroller of
the Currency, (ii) with respect to a Federal savings association or savings
ban, the Offce of
Thrft Supervision, (iii) with respect to a ban or savings institution charered
by a State, the agency of such State charged with primar responsibility for regulating and/or
closing bans or savings institutions, as the case may be, (iv) the Corporation in accordance with
12 U.S.C. Section 1821(c), with regard to self
appointment, or (v) the appropriate Federal
baning agency in accordance with 12 U.S.C. 1821(c)(9).
"Commitment" means the unfunded portion of a line of credit or other
commitment reflected on the books and records of
the Failed Ban to make an extension of credit
(or additional advances with respect to a Loan) that was legally binding on the Failed Ban as of
Ban Closing, other than extensions of credit pursuant to the credit card business and overdraft
protection plans of the Failed Ban, if any.
"Credit Documents" mean the agreements, instruments, certificates or other
documents at any time evidencing or otherwise relating to, governing or executed in connection
with or as security for, a Loan, including without limitation notes, bonds, loan agreements, letter
of credit applications, lease financing contracts, baner's acceptances, drafts, interest protection
agreements, currency exchange agreements, repurchase agreements, reverse repurchase
agreements, guarantees, deeds of
trust, mortgages, assignents, security agreements, pledges,
subordination or priority agreements, lien priority agreements, undertakings, security
instruments, certificates, documents, legal opinions, paricipation agreements and intercreditor
agreements, and all amendments, modifications, renewals, extensions, rearangements, and
substitutions with respect to any of
the foregoing.
3
Execution Copy
Whle Bank P&A
Washington Mutual Bank
Henderson. Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 15 of 52
"Credit File" means all Credit Documents and all other credit, collateral, or
insurance documents in the possession or custody of the Assuming Ban, or any of its
Subsidiares or Affliates, relating to an Asset or a Loan included in a Put Notice, or copies of
any thereof.
"Data Processing Lease" means any lease or licensing agreement, binding on the
Failed Ban as of Ban Closing, the subject of which is data processing equipment or computer
hardware or softare used in connection with data processing activities. A lease or licensing
agreement for computer software used in connection with data processing activities shall
constitute a Data Processing Lease regardless of
whether such lease or licensing agreement also
covers data processing equipment.
"Deposit" means a deposit as defined in 12 U.S.C. Section 1813(1), including
without limitation, outstanding cashier's checks and other offcial checks and all uncollected
items included in the depositors' balances and credited on the books and records of
the Failed
Ban; provided, that the term "Deposit" shall not include all or any portion of
those deposit
balances which, in the discretion of
the Receiver or the Corporation, (i) may be required to
satisfy it for any liquidated or contingent liability of any depositor arsing from an unauthorized
or unlawful transaction, or (ii) may be needed to provide payment of any liability of any
depositor to the Failed Ban or the Receiver, including the liability of any depositor as a director
or offcer of
the Failed Ban, whether or not the amount of
the liability is or can be determined as
of Ban Closing.
"Failed Bank Advances" means the total swns paid by the Failed Ban to (i)
protect its lien position, (ii) pay ad valorem taxes and hazard insurance, and (iii) pay credit life
insurance, accident and health insurance, and vendor's single interest insurance.
"Fixtures" means those leasehold improvements, additions, alterations and
installations constituting all or a par of
Ban Premises and which were acquired, added, built,
installed or purchased at the expense of
the Failed Ban, regardless of
the holder of legal title
thereto as of Ban Closing.
"Furniture and Equipment" means the fuiture and equipment (other than
leased data processing equipment, including hardware and softare), leased or owned by the
Failed Ban and reflected on the books of
the Failed Ban as of
Ban Closing, including without
limitation automated teller machines, careting, furniture, offce machinery (including personal
computers), shelving, offce supplies, telephone, surveilance and security systems, and arork.
"Indemnitees" means, except as provided in paragrph (11) of
Section 12.1(b),
(i) the Assuming Ban, (ii) the Subsidiares and Affliates of
the Assuming Ban other than any
Subsidiares or Affliates of
the Failed Ban that are or become Subsidiares or Affliates of
the
Assuming Ban, and (iii) the directors, offcers, employees and agents of
the Assuming Ban and
its Subsidiares and Affliates who are not also present or former directors, offcers, employees or
agents of the Failed Bank or of any Subsidiar or Affliate of
the Failed Bank.
4
Execution Copy
Whole Bank P&A
Washington Mutual Bank
Henderson. Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 16 of 52
"Initial Payment" means the payment made pursuant to Article VII, the amount
of which shall be either (i) if
the Bid Amount is positive, the Bid Amount plus the Required
Payment or (ii) if
the Bid Amount is negative, the Required Payment minus the Bid Amount. The
Initial Payment shall be payable by the Corporation to the Assuming Ban if
the Initial Payment
is a negative amount. The Initial Payment shall be payable by the Assuming Ban to the
Corporation if the Initial Payment is positive.
"Legal Balance" means the amount of indebtedness legally owed by an Obligor
with respect to a Loan, including principal and accrued and unpaid interest, late fees, attorneys'
fees and expenses, taxes, insurance premiums, and similar charges, if any.
"Liabilties Assumed" has the meaning provided in Section 2.1.
"bI" means any mortgage, lien, pledge, charge, assignent for security
purposes, security interest, or encumbrance of any kind with respect to an Asset, including any
conditional sale agreement or capital
lease or other title retention agreement relating to such
Asset.
"Loans" means all of
the following owed to or held by the Failed Ban as of
Ban Closing:
(i) loans (including loans which have been charged off
the Accounting
Records of
the Failed Ban in whole or in par prior to Bank Closing), paricipation agreements,
interests in paricipations, overdrafts of customers (including but not limited to overdrafts made
pursuant to an overdraft protection plan or similar extensions of credit in connection with a
deposit account), revolving commercial
lines of credit, home equity lines of credit,
Commitments, United States and/or State-guaranteed student loans, and lease financing
contracts;
(ii) all Liens, rights (including rights of set-off, remedies, powers, privileges,
demands, claims, priorities, equities and benefits owned or held by, or accruing or to accrue to or
for the benefit of, the holder of
the obligations or instruments referred to in clause (i) above,
including but not limited to those arsing under or based upon Credit Documents, casualty
insurce policies and binders, standby letters of credit, mortgagee title insurance policies and
binders, payment bonds and performance bonds at any time and from time to time existing with
respect to any of
the obligations or instruments referred to in clause (i) above; and
(iii) all amendments, modifications, renewals, extensions, refinancings, and
refundings of or for any of the foregoing;
provided, that there shall be excluded from the definition of "Loans" amounts owing under
Qualified Financial Contracts.
"Obligor" means each Person liable for the full or parial payment or
performance of any Loan, whether such Person is obligated directly, indirectly, primarly,
secondarly, jointly, or severally.
5
Washington Mutual Bank
Henderson. Nevada
Execution Copy
Whole Bank P&A
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 17 of 52
"Other Real Estate" means all interests in real estate (other than Ban Premises
and Fixtures), including but not limited to mineral rights, leasehold rights, condominium and
cooperative interests, air rights and development rights that are owned by the Failed Ban.
"Payment Date" means the first Business Day after Ban Closing.
"Person" means any individual, corporation, parnership, joint venture,
association, joint-stock company, trust, unincorporated organization, or governent or any
agency or political subdivision thereof, excluding the Corporation.
"Primary Indemnitor" means any Person (other than the Assuming Ban or any
of its Affliates) who is obligated to indemnify or insure, or otherwise make payments (including
payments on account of claims made against) to or on behalf of any Person in connection with
the claims covered under Aricle XII, including without limitation any insurer issuing any
directors and offcers liability policy or any Person issuing a financial institution bond or baner's
blanet bond.
"Proforma" means producing a balance sheet that reflects a reasonably accurate
financial statement of the Failed Ban through the date of closing. The Proforma financial
statements sere as a basis for the opening entres of
both the Assuming Ban and the Receiver.
"Put Date" has the meaning provided in Section 3.4.
"Put Notice" has the meaning provided in Section 3.4.
"Qualified Financial Contract" means a qualified financial contract as defined
in 12 U.S.c. Section 1821(e)(8)(D).
"Record" means any document, microfiche, microfilm and computer records
(including but not limited to magnetic tape, disc storage, card forms and printed copy) of
the
Failed Ban generated or maintained by the Failed Ban that is owned by or in the possession of
the Receiver at Ban Closing.
"Related Liabilty" with respect to any Asset means any liability existing and
reflected on the Accounting Records of
the Failed Ban as of
Bank Closing for (i) indebtedness
secured by mortgages, deeds oftrust, chattel mortgages, security interests or other liens on or
affecting such Asset, (ii) ad valorem taxes applicable to such Asset, and (iii) any other obligation
determined by the Receiver to be directly related to such Asset.
"Related Liabilty Amount" with respect to any Related Liabilty on the books
of the Assuming Ban, means the amount of
such Related Liability as stated on the Accounting
Records of the Assuming Ban (as maintained in accordance with generally accepted accounting
principles) as of
the date as of
which the Related Liability Amount is being determined. With
respect to a liability that relates to more than one asset, the amount of such Related Liability shall
be allocated among such assets for the purpose of determining the Related Liability Amount with
6
Execution Copy
Whole Bank P&A
Washington Mutual Bank
Henderson. Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 18 of 52
respect to anyone of such assets. Such allocation shall be made by specific allocation, where
determinable, and otherwise shall be pro rata based upon the dollar amount of such assets stated
on the Accounting Records of the entity that owns such asset.
"Required Payment" means $50,000,000.00.
"Repurchase Price" means with respect to any Asset or asset, which shall be
determined by the Receiver, the lesser of (a) or (b):
(a) (i) in the event of a negative Bid Amount, the amount paid by the
Assuming Ban, discounted by a percentage equal to the quotient produced by dividing the
Assuming Ban's Bid Amount by the aggregate Book Value of
the Risk Assets of the Failed
Ban;
(ii) in the event of a negative Bid Amount, the amount resulting from
(a)(i), above, or in the event of a positive Bid Amount, the amount paid by the Assuming Ban,
(x) for a Loan, shall be decreased by any portion of
the Loan classified "loss" and by one-half of
any portion of the Loan classified "doubtful" as of
the date of Ban Closing, and (y) for any
Asset or asset, including a Loan, decreased by the amount of any money received with respect
thereto since Ban Closing and, ifthe Asset is a Loan or other interest bearng or earing asset,
the resulting amount shall then be increased or decreased, as the case may be, by interest or
discount (whichever is applicable) accrued from and after Bank Closing at the lower of: (i) the
contract rate with respect to such Asset, or (ii) the Settlement Interest Rate; net proceeds received
by or due to the Assuming Ban from the sale of collateral, any forgiveness of debt, or otherwise
shall be deemed money received by the Assuming Ban; or
(b) the dollar amount thereof stated on the Accounting Records of the
Assuming Ban as of
the date as of which the Repurchase Pnce is being determined, as
maintained in accordance with generally accepted accounting principles, and, ifthe asset is a
Loan, regardless of
the Legal Balance thereof and adjusted in the same maner as the Book
Value of a Failed Ban Loan would be adjusted hereunder.
Provided, however, (b), above, shall not be applicable and the Bid Amount shall be considered to
have been positive for Loans repurchased pursuant to Section 3.4(a).
"Risk Assets" means (i) all Loans purchased hereunder, excluding (a) New Loans
and (b) Loans to the extent secured by Assumed Deposits (and not included in (i)(a)), plus (ii) the
Accrued Interest Receivable, Prepaid Expense, and Other Assets.
"Safe Deposit Boxes" means the safe deposit boxes of
the Failed Ban, ifany,
including the removable safe deposit boxes and safe deposit stacks in the Failed Ban's vault(s),
all rights and benefits (other than fees collected prior to Ban Closing) under rental agreements
with respect to such safe deposit boxes, and all keys and combinations thereto.
"Settlement Date" means the first Business Day immediately prior to the day
which is one hundred eighty (180) days after Ban Closing, or such other date pnor thereto as
7
Execution Copy
Whole Bank P&A
Washington Mutual Bank
Henderon. Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 19 of 52
may be agreed upon by the Receiver and the Assuming Bank. The Receiver, in its discretion,
may extend the Settlement Date.
"Settlement Interest Rate" means, for the first calendar quarer or portion
thereof during which interest accrues, the rate determined by the Receiver to be equal to the
equivalent coupon issue yield on twenty-six (26)-week United States Treasury Bils in effect as
of Ban Closing as published in The Wall Street Journal; provided, that ifno such equivalent
coupon issue yield is available as of Ban Closing, the equivalent coupon issue yield for such
Treasury Bils most recently published in The Wall Street Journal prior to Ban Closing shall be
used. Thereafter, the rate shall be adjusted to the rate determined by the Receiver to be equal to
the equivalent coupon issue yield on such Treasury Bils in effect as of the first day of each
succeeding calendar quarer during which interest accrues as published in The Wall Street
Journal.
"Subsidiary" has the meaning set forth in Section 3(w)(4) of
the Federal Deposit
Insurance Act, 12 U.S.C. Section 1813(w)(4), as amended.
ARTICLE II
ASSUMPTION OF LIABILITIES
2.1 Liabilties Assumed by Assuming Bank. Subject to Sections 2.5 and 4.8, the
Assuming Ban expressly assumes at Book Value (subject to adjustment pursuant to Aricle
VII) and agrees to pay, perform, and discharge, all of
the liabilities of
the Failed Ban which are
reflected on the Books and Records of
the Failed Ban as of
Ban Closing, including the
Assumed Deposits and all
liabilities associated with any and all employee benefit plans, except
as listed on the attached Schedule 2.1, and as otherwise provided in this Agreement (such
liabilities referred to as "Liabilities Assumed"). Notwithstanding Section 4.8, the Assuming
Ban specifically assumes all mortgage servicing rights and obligations of
the Failed Ban.
2.2 Interest on Deposit Liabilties. The Assuming Ban agrees that it wil assume all
deposit contracts as of
Ban Closing, and it wil accrue and pay interest on Deposit liabilities
assumed pursuant to Section 2.1 at the same rate(s) and on the same terms as agreed to by the
Failed Ban as existed as of Ban Closing. If such Deposit has been pledged to secure an
obligation of the depositor or other pary, any withdrawal thereof shall be subject to the terms of
the agreement governing such pledge.
2.3 Unclaimed Deposits. If, within eighteen (18) months after Ban Closing, any
depositor of the Failed Ban does not claim or arange to continue such depositor's Deposit
assumed pursuant to Section 2.1 at the Assuming Ban, the Assuming Ban shall, within fifteen
(15) Business Days after the end of such eighteen (18)-month period, (i) refud to the
Corporation the full amount of each such Deposit (without reduction for service charges), (ii)
provide to the Corporation an electronic schedule of all such refunded Deposits in such form as
may be prescribed by the Corporation, and (iii) assign, transfer, convey and deliver to the
Receiver all right, title and interest of
the Assuming Ban in and to Records previously
transferred to the Assuming Ban and other records generated or maintained by the Assuming
Ban pertaining to such Deposits. During such eighteen (18)-month period, at the request of the
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Washington Mutual Bank
Henderson. Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 20 of 52
Corporation, the Assuming Ban promptly shall provide to the Corporation schedules of
unclaimed deposits in such form as may be prescribed by the Corporation.
2.4 Omitted.
2.5 Borrower Claims. Notwithstanding anything to the contrar in this Agreement,
any liability associated with borrower claims for payment of or liability to any borrower for
monetar relief, or that provide for any
other form of relief to any borrower, whether or not such
liability is reduced to judgment, liquidated or unliquidated, fixed or contingent, matured or
unmatured, disputed or undisputed, legal or equitable, judicial or extra-judicial, secured or
unsecured, whether asserted affrmatively or defensively, related in any way to any loan or
commitment to lend made by the Failed Ban prior to failure, or to any loan made by a third
pary in connection with a loan which is or was held by the Failed Ban, or otherwise arsing in
connection with the Failed Ban's lending or loan purchase activities are specifically not
assumed by the Assuming Ban.
ARTICLE III
PURCHASE OF ASSETS
3.1 Assets Purchased by Assuming Bank. Subject to Sections 3.5, 3.6 and 4.8, the
Assuming Ban hereby purchases from the Receiver, and the Receiver hereby sells, assigns,
transfers, conveys, and delivers to the Assuming Ban, all right, title, and interest of
the Receiver
in and to all of the assets (real, personal and mixed, wherever located and however acquired)
including all subsidiares, joint ventures, parnerships, and any and all other business
combinations or arangements, whether active, inactive, dissolved or terminated, of
the Failed
Ban whether or not reflected on the books of
the Failed Ban as of
Ban Closing. Assets are
purchased hereunder by the Assuming Ban subject to all
liabilities for indebtedness
collateralized by Liens affecting such Assets to the extent provided in Section 2.1. The
subsidiares, joint ventures, parnerships, and any and all other business combinations or
arangements, whether active, inactive, dissolved or terminated being purchased by the Assuming
Ban includes, but is not limited to, the entities listed on Schedule 3.1a. Notwithstanding
Section 4.8, the Assuming Ban specifically purchases all mortgage servicing rights and
obligations of the Failed Ban.
3.2 Asset Purchase Price.
(a) All Assets and assets of
the Failed Ban subject to an option to purchase by the Assuming
Ban shall be purchased for the amount, or the amount resulting from the method specified for
deterining the amount, as specified on Schedule 3.2, except as otherwise may be provided
herein. Any Asset, asset of
the Failed Ban subject to an option to purchase or other asset
purchased for which no purchase price is specified on Schedule 3.2 or otherwise herein shall be
purhased at its Book Value. Loans or other assets charged ofT the Accounting Records of the
Failed Ban prior to the date of
Ban Closing shall be purchased at a price of
zero.
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Washington Mutual Bank
Henderon, Nevada
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(b) The purchase price for securities (other than the capital stock of any Acquired
Subsidiary) purchased under Section 3.1 by the Assuming Ban shall be the market value thereof
as of Bank Closing, which market value shall be (i) the "Mid/Last", or "Trade" (as applicable),
market price for each such security quoted at the close of
the trading day effective on Bank
Closing as published electronically by Bloomberg, L.P.; (ii) provided, that if such market price is
not available for any such security, the Assuming Ban wil submit a bid for each such security
within thee days ofnotification/id request by the Receiver (unless a different time period is
agreed to by the Assuming Ban and the Receiver) and the Receiver, in its sole discretion wil
accept or reject each such bid; and (iii) further provided in the absence of an acceptable bid from
the Assuming Ban, each such security shall not pass to the Assuming Ban and shall be deemed
to be an excluded asset hereunder.
(c) Qualified Financial Contracts shall be purchased at market value determined in
accordance with the terms of
Exhibit 3.2(c). Any costs associated with such valuation shall be
shared equally by the Receiver and the Assuming Ban.
3.3 Manner of Conveyance; Limited Warranty; Nonrecourse; Etc. THE
CONVEYANCE OF ALL ASSETS, INCLUDING REAL AN PERSONAL PROPERTY
INTERESTS, PURCHASED BY THE ASSUMING BANK UNER THIS AGREEMENT
SHALL BE MADE, AS NECESSARY, BY RECEIVER'S DEED OR RECEIVER'S BILL OF
SALE, "AS IS", "WHERE IS", WITHOUT RECOURSE AN, EXCEPT AS OTHERWISE
SPECIFICALLY PROVIDED IN THIS AGREEMENT, WITHOUT ANY WARTIES
WHATSOEVER WITH RESPECT TO SUCH ASSETS, EXPRESS OR IMPLllD, WITH
RESPECT TO TITLE, ENFORCEABILITY, COLLECTffILITY, DOCUMENTATION OR
FREEDOM FROM LIENS OR ENCUMBRACES (IN WHOLE OR IN PART), OR AN
OTHER MATTERS.
3.4 Puts of Assets to the Receiver.
(a) Omitted.
(b) Puts Prior to the Settlement Date. During the period from Ban Closing to and
including the Business Day immediately preceding the Settlement Date, the Assuming Ban shall
be entitled to require the Receiver to purchase any Asset which the Assuming Ban can establish
is evidenced by forged or stolen instruments as of Ban Closing. The Assuming Ban shall
transfer all such Assets to the Receiver without recourse, and shall indemnify the Receiver
against any and all claims of any Person claiming by, through or under the Assuming Ban with
respect to any such Asset, as provided in Section 12.4.
(c) Notices to the Receiver. In the event that the Assuming Ban elects to require the
Receiver to purchase one or more Assets, the Assuming Ban shall deliver to the Receiver a
notice (a "Put Notice") which shall include:
(i) a list of all Assets that the Assuming Ban requires the Receiver to
purchase;
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Whole Bank P&A
Washington Mutual Bank
Henderson. Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 22 of 52
(ii) a list of all Related Liabilities with respect to the Assets identified
pursuant to (i) above; and
(iii) a statement of the estimated Repurchase Price of each Asset identified
pursuant to (i) above as of
the applicable Put Date.
Such notice shall be in the form prescribed by the Receiver or such other form to which the
Receiver shall consent. As provided in Section 9.6, the Assuming Ban shall deliver to the
Receiver such documents, Credit Files and such additional information relating to the subject
matter of the Put Notice as the Receiver may request and shall provide to the Receiver full access
to all other relevant books and records.
(d) Purchase by Receiver. The Receiver shall purchase Loans that are specified in
the Put Notice and shall assume Related Liabilities with respect to such Loans, and the transfer of
such Loans and Related Liabilities shall be effective as of a date determined by the Receiver
which date shall not be later than thirty (30) days after receipt by the Receiver of
the Credit Files
with respect to such Loans (the "Put Date").
(e) Purchase Price and Payment Date. Each Loan purchased by the Receiver
pursuant to this Section 3.4 shall be purchased at a price equal to the Repurchase Price of such
Loan less the Related Liability Amount applicable to such Loan, in each case determined as of
the applicable Put Date. If
the difference between such Repurchase Price and such Related
Liability Amount is positive, then the Receiver shall pay to the Assuming Ban the amount of
such difference; if
the difference between such amounts is negative, then the Assuming Ban
shall pay to the Receiver the amount of such difference. The Assuming Ban or the Receiver, as
the case may be, shall pay the purchase price determined pursuant to this Section 3.4( e) not later
than the twentieth (20th) Business Day following the applicable Put Date, together with interest
on such amount at the Settlement Interest Rate for the period from and including such Put Date
to and including the day preceding the date upon which payment is made.
(f) Servicing. The Assuming Ban shall administer and manage any Asset subject to
purchase by the Receiver in accordance with usual and prudent baning standards and business
practices until such time as such Asset is purchased by the Receiver.
(g) Reversals. In the event that the Receiver purchases an Asset (and assumes the
Related Liability) that it is not required to purchase puruant to this Section 3.4, the Assuming
Ban shall repurchase such Asset (and assume such Related Liability) from the Receiver at a
price computed so as to achieve the same economic result as would apply if the Receiver had
never purhased such Asset pursuant to this Section 3.4
3.5 Assets Not Purchased by Assuming Bank. The Assuming Ban does not
purchase, acquire or assume, or (except as otherwise expressly provided in this Agreement)
obtain an option to purchase, acquire or assume under this Agreement the assets or Assets listed
on the attached Schedule 3.5.
3.6 Assets Essential to Receiver.
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Henderon. Nevada
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(a) The Receiver may refuse to sell to the Assuming Ban, or the Assuming Bank
agrees, at the request of the Receiver set forth in a written notice to the Assuming Ban, to
assign, transfer, convey, and deliver to the Receiver all of
the Assuming Ban's right, title and
interest in and to, any Asset or asset essential to the Receiver as determined by the Receiver in its
discretion (together with all Credit Documents evidencing or pertaining thereto), which may
include any Asset or asset that the Receiver determines to be:
(i) made to an offcer, director, or other Person engaging in the affairs of
the
Failed Ban, its Subsidiares or Affliates or any related entities of any of
the foregoing;
(ii) the subject of any investigation relating to any claim with respect to any
item described in Section 3.5(a) or (b), or the subject of, or potentially the
subject of, any legal proceedings;
(iii) made to a Person who is an Obligor on a loan owned by the Receiver or
the Corporation in its corporate capacity or its capacity as receiver of any
institution;
(iv) secured by collateral which also secures any asset owned by the Receiver;
or
(v) related to any asset of
the Failed Ban not purchased by the Assuming
Ban under this Aricle II or any liability of
the Failed Ban not assumed
by the Assuming Ban under Aricle II.
(b) Each such Asset or asset purchased by the Receiver shall be purchased at a price
equal to the Repurchase Price thereof less the Related Liability Amount with respect to any
Related Liabilities related to such Asset or asset, in each case determined as of
the date of the
notice provided by the Receiver pursuant to Section 3.6(a). The Receiver shall pay the Assuming
Ban not later than the twentieth (20th) Business Day following receipt of related Credit
Documents and Credit Files together with interest on such amount at the Settlement Interest Rate
for the period from and including the date of receipt of such documents to and including the day
preceding the day on which payment is made. The Assuming Ban agrees to administer and
manage each such Asset or asset in accordance with usual and prudent baning standards and
business practices until each such Asset or asset is purchased by the Receiver. All transfers with
respect to Asset or assets under this Section 3.6 shall be made as provided in Section 9.6. The
Assuming Ban shall transfer all such Asset or assets and Related Liabilities to the Receiver
without recourse, and shall indemnify the Receiver against any
and all claims of any Person
claiming by, through or under the Assuming Ban with respect to any such Asset or asset, as
provided in Section 12.4.
ARTICLE iv
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Whole Bank P&A
Washington Mutual Bank
Henderson, Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 24 of 52
ASSUMPTION OF CERTAIN DUTIES AND OBLIGATIONS
The Assuming Bank agrees with the Receiver and the Corporation as follows:
4.1 Continuation of Banking Business. The Assuming Ban agrees to provide full
service banking in the trade area of
the Failed Ban commencing on the first baning business
day (including a Saturday) after Ban Closing. At the option of
the Assuming Ban, such
baning services may be provided at any or all of the Ban Premises, or at other premises within
such trade area.
4.2 Agreement with Respect to Debit and Credit Card Business. The Assuming
Bank agrees to honor and perform, from and after Ban Closing, all duties and obligations with
respect to the Failed Ban's debit and credit card business, and/or processing related to debit and
credit cards, if any, and assumes all outstanding extensions of credit with respect thereto.
4.3 Agreement with Respect to Safe Deposit Business. The Assuming Ban
assumes and agrees to discharge, from and after Ban Closing, in the usual course of conducting
a baning business, the duties and obligations of the Failed Ban with respect to all Safe Deposit
Boxes, if any, of the Failed Ban and to maintain all of
the necessar facilities for the use of
such
boxes by the renters thereof during the period for which such boxes have been rented and the rent
therefor paid to the Failed Ban, subject to the provisions of
the rental agreements between the
Failed Ban and the respective renters of such boxes; provided, that the Assuming Ban may
relocate the Safe Deposit Boxes of
the Failed Ban to any offce of
the Assuming Ban located
in the trade area of
the Failed Ban. Fees related to the safe deposit business collected prior to
Ban Closing shall be for the benefit of
the Receiver and fees collected after Ban Closing shall
be for the benefit of
the Assuming Ban.
4.4 Agreement with Respect to Safekeeping Business. The Receiver transfers,
conveys and delivers to the Assuming Ban and the Assuming Ban accepts all securities and
other items, if any, held by the Failed Ban in safekeeping for its customers as of
Ban Closing.
The Assuming Ban assumes and agrees to honor and discharge, from and after Ban Closing,
the duties and obligations of
the Failed Ban with respect to such securities and items held in
safekeeping. The Assuming Ban shall be entitled to all rights and benefits heretofore accrued or
hereafter accruing with respect thereto; provided, that, fees related to the safe keeping business
collected prior to Ban Closing shall be for the benefit of
the Receiver and fees collected afer
Ban Closing shall be for the benefit of
the Assuming Ban. The Assuming Ban shall provide
to the Receiver wrtten verification of all assets held by the Failed Bank for safekeeping within
sixty (60) days after Ban Closing.
4.5 Agreement with Respect to Trust Business.
(a) The Assuming Ban shall, without further transfer, substitution, act or deed, to the
full extent permitted by law, succeed to the rights, obligations, properties, assets, investments,
deposits, agreements, and trusts of the Failed Ban under trusts, executorships, administrations,
guardianships, and agencies, and other fiduciar or representative capacities, all to the same
extent as though the Assuming Ban had assumed the same from the Failed Ban prior to Ban
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Washington Mutual Bank
Henderson. Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 25 of 52
Closing; provided, that any liability based on the misfeasance, malfeasance or nonfeasance of
the
Failed Bank, its directors, officers, employees or agents with respect to the trust business is not
assumed hereunder.
(b) The Assuming Ban shall, to the full extent permitted by law, succeed to, and be
entitled to take and execute, the appointment to all executorships, trusteeships, guardianships and
other fiduciar or representative capacities to which the Failed Ban is or may be named in wils,
whenever probated, or to which the Failed Ban is or may be named or appointed by any other
instrument.
(c) In the event additional proceedings of any kind are necessar to accomplish the
transfer of such trust business, the Assuming Ban agrees that, at its own expense, it will take
whatever action is necessar to accomplish such transfer. The Receiver agrees to use reasonable
efforts to assist the Assuming Ban in accomplishing such transfer.
(d) The Assuming Ban shall provide to the Receiver written verification of
the assets
held in connection with the Failed Ban's trst business within sixty (60) days after Ban
Closing.
4.6 Agreement with Respect to Bank Premises.
(a) Option to Lease. The Receiver hereby grants to the Assuming Ban an exclusive
option for the period of ninety (90) days commencing the day after Ban Closing to cause the
Receiver to assign to the Assuming Ban any or all
leases for leased Ban Premises, if any,
which have been continuously occupied by the Assuming Ban from Ban Closing to the date it
elects to accept an assignent of the leases with respect thereto to the extent such leases can be
assigned; provided, that the exercise of
this option with respect to any lease must be as to all
premises or other propert subject to the lease. If an assignent canot be made of any such
leases, the Receiver may, in its discretion, enter into subleases with the Assuming Ban
containing the same terms and conditions provided under such existing leases for such leased
Ban Premises or other property. The Assuming Ban shall give notice to the Receiver within the
option period of its election to accept or not to accept an assignment of any or all
leases (or enter
into subleases or new leases in lieu thereof). The Assuming Ban agrees to assume all
leases
assigned (or enter into subleases in lieu thereof) pursuant to this Section 4.6.
(b) Faciltation. The Receiver agrees to facilitate the assumption, assignent or
sublease of leases or the negotiation of new leases by the Assuming Ban; provided, that neither
the Receiver nor the Corporation shall be obligated to engage in litigation, make payments to the
Assuming Ban or to any third pary in connection with facilitating any such assumption,
assignent, sublease or negotiation or commit to any other obligations to third paries.
(c) Occupancy. The Assuming Ban shall give the Receiver fifteen (15) days' prior
wrtten notice of its intention to vacate prior to vacating any leased Ban Premises with respect
to which the Assuming Ban has not exercised the option provided in Section 4.6(a). Any such
notice shall be deemed to terminate the Assuming Ban's option with respect to such leased Ban
Premises.
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Henderson. Nevada Execution Copy
Whole Bank P&A
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 26 of 52
(d) Occupancy Costs.
(i) The Assuming Ban agrees, during the period of any occupancy by it of
leased Ban Premises, to pay to the Receiver, or to appropriate third paries at the direction of
the
Receiver, all operating costs with respect thereto and to comply with all relevant terms of
applicable leases entered into by the Failed Bank, including without limitation the timely
payment of all rent, taxes, fees, charges, utilities, insurance and assessments.
(ii) The Assuming Ban agrees during the period of occupancy by it of leased
Ban Premises to pay to the Receiver rent for the use of all
leased Furniture and Equipment and
all owned or leased Fixtures located on such Bank Premises for the period of such occupancy.
Rent for such property owned by the Failed Bank shall be the market rental value thereof, as
determined by the Receiver within sixty (60) days after Ban Closing. Rent for such leased
property shall be an amount equal to any and all rent and other amounts which the Receiver
incurs or accrues as an obligation or is obligated to pay for such period of occupancy pursuant to
all leases and contracts with respect to such property. If the Assuming Ban purchases any owned
Fixtures in accordance with Section 4.6(f), the amount of any rents paid by the Assuming Ban
with respect thereto shall be applied as an offset against the purchase price thereof.
(e) Certain Requirements as to Furniture, Equipment and Fixtures. If
the
Assuming Ban accepts an assignent of the lease (or enters into a sublease or a new lease in
lieu thereof) for leased Ban Premises, or if the Assuming Ban does not exercise such option
but within twelve (12) months following Ban Closing obtains the right to occupy such premises
(whether by assignent, lease, sublease, purchase or otherise), other than in accordance with
Section 4.6(a), the Assuming Ban shall (i) accept an assignent or a sublease of
the leases or
negotiate new leases for all Furniture and Equipment and Fixtures leased by the Failed Ban and
located thereon, and (ii) if applicable, accept an assignent or a sublease of any ground lease or
negotiate a new ground lease with respect to any land on which such Ban Premises are located;
provided, that the Receiver shall not have disposed of such Furniture and Equipment and
Fixtures or repudiated the leases specified in clause (i) or (ii).
(f) Vacating Premises. If
the Assuming Ban elects not to accept an assignent of
the lease or sublease any leased Ban Premises, the notice of such election in accordance with
Section 4.6(a) shall specify the date upon which the Assuming Ban's occupancy of such leased
Ban Premises shall terminate, which date shall not be later than the date which is one hundred
eighty (180) days after Ban Closing. Upon vacating such premises, the Assuming Ban shall
relinquish and release to the Receiver such premises and the Fixtures located thereon in the same
condition as at Ban Closing, normal wear and tear excepted. By failing to provide notice of its
intention to vacate such premises prior to the expiration of the option period specified in Section
4.6( a), or by occupying such premises after the one hundred eighty (180)-day period specified
above in this paragraph, the Assuming Ban shall, at the Receiver's option, (x) be deemed to
. have assumed all leases, obligations and liabilities with respect to such premises (including any
ground lease with respect to the land on which premises are located), and leased Furniture and
Equipment and leased Fixtures located thereon in accordance with this Section 4.6 (unless the
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Whole Bank P&A
Washington Mutual Bank
Henderson. Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 27 of 52
Receiver previously repudiated any such lease), and (y) be required to purchase all Fixtures
owned by the Failed Ban and located on such premises as of
Ban Closing.
(g) Omitted.
4.7 Agreement with Respect to Leased Data Processing Equipment
(a) The Receiver hereby grants to the Assuming Ban an exclusive option for the
period of
ninety (90) days commencing the day after Ban Closing to accept an assignent from
the Receiver of any or all Data Processing Leases to the extent that such Data Processing Leases
can be assigned.
(b) The Assuming Ban shall (i) give written notice to the Receiver within the option
period specified in Section 4.7(a) of
its intent to accept an assignent or sublease of any or all
Data Processing Leases and promptly accept an assignent or sublease of such Data Processing
Leases, and (ii) give written notice to the appropriate lessor(s) that it has accepted an assignent
or sublease of any such Data Processing Leases.
(c) The Receiver agrees to facilitate the assignent or sublease of Data Processing
Leases or the negotiation of new leases or license agreements by the Assuming Ban; provided,
that neither the Receiver nor the Corporation shall be obligated to engage in litigation or make
payments to the Assuming Ban or to any third pary in connection with facilitating any such
assumption, assignent, sublease or negotiation.
(d) The Assuming Ban agrees, during its period of use of any property subject to a
Data Processing Lease, to pay to the Receiver or to appropriate third paries at the direction of the
Receiver all operating costs with respect thereto and to comply with all relevant terms of
the
applicable Data Processing Leases entered into by the Failed Ban, including without limitation
the timely payment of all rent, taxes, fees, charges, utilities, insurance and assessments.
(e) The Assuming Ban shall, not later than fifty (SO) days after giving the notice
provided in Section 4.7(b), (i) relinquish and release to the Receiver all propert subject to the
relevant Data Processing Lease, in the same condition as at Ban Closing, normal wear and tear
excepted, or (ii) accept an assignent or a sublease thereof or negotiate a new lease or license
agreement under this Section 4.7.
4.8 Agreement with Respect to Certain Existing Agreements.
With respect to agreements existing as of Ban Closing which provide for the rendering
of services by or to the Failed Ban, within one hundred twenty (120) days after Ban Closing,
the Assuming Ban shall give the Receiver wrtten notice specifyng whether it elects to assume
or not to assume each such agreement. Except as may be otherwise provided in this Aricle IV,
the Assuming Ban agrees to comply with the terms of each such agreement for a period
commencing on the day after Ban Closing and ending on: (i) in the case of an agreement that
provides for the rendering of services by the Failed Ban, the date which is ninety (90) days after
Ban Closing, and (ii) in the case of an agreement that provides for the rendering of services to
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Washington Mutual Bank
Henderson. Nevada
Execution Copy
Whole Bank P&A
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 28 of 52
the Failed Bank, the date which is thirty (30) days after the Assuming Bank has given notice to
the Receiver of its election not to assume such agreement; provided, that the Receiver can
reasonably make such service agreements available to the Assuming Bank. The Assuming Ban
shall be deemed by the Receiver to have assumed agreements for which no notification is timely
given. The Receiver agrees to assign, transfer, convey, and deliver to the Assuming Ban all
right, title and interest of
the Receiver, if any, in and to agreements the Assuming Ban assumes
hereunder. In the event the Assuming Bank elects not to accept an assignent of any lease (or
sublease) or negotiate a new lease for leased Ban Premises under Section 4.6 and does not
otherwise occupy such premises, the provisions of this Section 4.8 shall not apply to service
agreements related to such premises. The Assuming Ban agrees, during the period it has the use
or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third paries
at the direction of
the Receiver all operating costs with respect thereto and to comply with all
relevant terms of such agreement. This paragraph shall not apply with respect to deposit
contracts which are expressly assumed by the Assuming Ban under Section 2.2 of
this
Agreement.
4.9 Informational Tax Reporting. The Assuming Ban agrees to perform all
obligations of the Failed Ban with respect to Federal and State income tax informational
reporting related to (i) the Assets and the Liabilities Assumed, (ii) deposit accounts that were
closed and loans that were paid off or collateral obtained with respect thereto prior to Ban
Closing, (iii) miscellaneous payments made to vendors of
the Failed Ban, and (iv) any other
asset or liabilty of
the Failed Ban, including, without limitation, loans not purchased and
Deposits not assumed by the Assuming Ban, as may be required by the Receiver.
Under a private letter ruling (PLR) issued to the FDIC in Januar of 1988, the Internal Revenue
Service will allow the Assuming Ban to report for the Failed Ban transactions under its own
TIN for the entire year 2008; there is no need to dual-report for different payors in pre- v. post-
closing date periods.
The Assuming Ban agrees to prepare on behalf ofthe Receiver all required Federal and State
compliance and income/franchise tax returns for the Failed Ban and acquired subsidiar entities
as of Ban Closing. The returns wil be provided to the Receiver within the statutorily required
fiing timeframe.
4.10 Insurance. The Assuming Ban agrees to obtain insurance coverage effective
from and after Ban Closing, including public liability, fire and extended coverage insurance
acceptable to the Receiver with respect to leased Ban Premises that it occupies, and all
leased
Furiture and Equipment and Fixtures and leased data processing equipment (including hardware
and softare) located thereon, in the event such insurace coverage is not already in force and
effect with respect to the Assuming Ban as the insured as of
Ban Closing. All such insurance
shall, where appropriate (as determined by the Receiver), name the Receiver as an additional
insured.
4.11 Offce Space for Receiver and Corporation. For the period commencing on the
day following Ban Closing and ending on the one hundred eightieth (180th) day thereafter, the
Assuming Ban agrees to provide to the Receiver and the Corporation, without charge, adequate
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Washington Mutual Bank
Henderson. Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 29 of 52
and suitable offce space (including parking facilities and vault space), furniture, equipment
(including photocopying and telecopying machines) and utilities (including local telephone
service and a dedicated broadband or T -1 internet service) at the Bank Premises occupied by the
Assuming Ban for their use in the discharge of their respective functions with respect to the
Failed Ban. In the event the Receiver and the Corporation determine that the space provided is
inadequate or unsuitable, the Receiver and the Corporation may relocate to other quarers having
adequate and suitable space and the costs of relocation and any rental and utility costs for the
balance of the period of occupancy by the Receiver and the Corporation shall be borne by the
Assuming Ban.
4.12 Omitted.
4.13 Omitted.
ARTICLE V
DUTIES WITH RESPECT TO DEPOSITORS OF THE FAILED BANK
5.1 Payment of Checks. Drafts and Orders. Subject to Section 9.5, the Assuming
Ban agrees to pay all properly drawn checks, drafts and withdrawal orders of depositors of
the
Failed Ban presented for payment, whether drawn on the check or draft forms provided by the
Failed Ban or by the Assuming Ban, to the extent that the Deposit balances to the credit of
the
respective makers or drawers assumed by the Assuming Ban under this Agreement are
suffcient to permit the payment thereof, and in all other respects to discharge, in the usual course
of conducting a baning business, the duties and obligations of
the Failed Ban with respect to
the Depsit balances due and owing to the depositors of
the Failed Ban assumed by the
Assuming Ban under this Agreement.
5.2 Certain Agreements Related to Deposits. Subject to Section 2.2, the Assuming
Ban agrees to honor the terms and conditions of any wrtten escrow or mortgage servicing
agreement or other similar agreement relating to a Deposit liability assumed by the Assuming
Ban pursuant to this Agreement.
5.3 Notice to Depositors.
(a) Within thirty (30) days after Ban Closing, the Assuming Ban shall give (i)
notice to depositors of
the Failed Ban of
its assumption of
the Deposit liabilities of
the Failed
Ban, and (ii) any notice required under Section 2.2, by mailing to each such depositor a notice
with respect to such assumption and by advertising in a newspaper of general circulation in the
county or counties in which the Failed Ban was located. The Assuming Ban agrees that it wil
obtain prior approval of all such notices and advertisements from counsel for the Receiver and
that such notices and advertisements shall not be mailed or published until such approval is
received.
(b) The Assuming Ban shall give notice by mail to depositors of
the Failed Ban
concering the procedures to claim their deposits, which notice shall be provided to the
18
Washington Mutual Bank
Henderson. Nevada
Execution Copy
Whole Bank P&A
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 30 of 52
Assuming Ban by the Receiver or the Corporation. Such notice shall be included with the notice
to depositors to be mailed by the Assuming Ban pursuant to Section 5.3(a).
(c) If
the Assuming Ban proposes to charge fees different from those charged by the
Failed Ban before it establishes new deposit account relationships with the depositors of
the
Failed Ban, the Assuming Ban shall give notice by mail of such changed fees to such
depositors.
ARTICLE VI
RECORDS
6.1 Transfer of Records.
(a) In accordance with Section 3.1, the Receiver assigns, transfers, conveys and
delivers to the Assuming Bank the following Records pertaining to the Deposit liabilities of
the
Failed Ban assumed by the Assuming Ban under this Agreement, except as provided in
Section 6.4:
(i) signature cards, orders, contracts between the Failed Ban and its
depositors and Records of similar character;
(ii) passbooks of depositors held by the Failed Ban, deposit slips, cancelled
checks and withdrawal orders representing charges to accounts of
depositors;
and the following Records pertaining to the Assets:
(iii) records of depsit balances carred with other bans, baners or trust
companies;
(iv) Loan and collateral records and Credit Files and other documents;
(v) deeds, mortgages, abstracts, surveys, and other instruments or records of
title pertaining to real estate or real estate mortgages;
(vi) signature cards, agreements and records pertaining to Safe Deposit Boxes,
if any; and
(vii) records pertaining to the credit card business, trust business or safekeeping
business of the Failed Ban, if any.
(b) The Receiver, at its option, may assign and transfer to the Assuming Ban by a
single blanet assignent or otherwise, as soon as practicable after Bank Closing, any
other
Records not assigned and transferred to the Assuming Bank as provided in this Agreement,
including but not limited to loan disbursement checks, general
ledger tickets, offcial ban
checks, proof transactions (including proof
tapes) and paid out loan fies.
19
Execution Copy
Whole Bank P&A
Washington Mutual Bank
Henderon, Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 31 of 52
6.2 Delivery of Assigned Records. The Receiver shall deliver to the Assuming Bank
all Records described in (i) Section 6.1(a) as soon as practicable on or after the date of
this
Agreement, and (ii) Section 6.1 (b) as soon as practicable after making any assignent described
therein.
6.3 Preservation of Records. The Assuming Bank agrees that it wil preserve and
maintain for the joint benefit of
the Receiver, the Corporation and the Assuming Ban, all
Records of which it has custody for such period as either the Receiver or the Corporation in its
discretion may require, until directed otherwise, in writing. by the Receiver or Corporation. The
Assuming Ban shall have the primar responsibility to respond to subpoenas, discovery
requests, and other similar official inquiries with respect to the Records of
which it has custody.
6.4 Access to Records; Copies. The Assuming Ban agrees to permit the Receiver
and the Corporation access to all Records of
which the Assuming Ban has custody, and to use,
inspect, make extracts from or request copies of any such Records in the maner and to the
extent requested, and to duplicate, in the discretion of the Receiver or the Corporation, any
Record in the form of
microfilm or microfiche pertaining to Deposit account relationships;
provided, that in the event that the Failed Ban maintained one or more duplicate copies of such
microfim or microfiche Records, the Assuming Ban hereby assigns, transfers, and conveys to
the Corporation one such duplicate copy of each such Record without cost to the Corporation,
and agrees to deliver to the Corporation all Records assigned and transferred to the Corporation
under this Aricle VI as soon as practicable on or after the date of
this Agreement. The pary
requesting a copy of any Record shall bear the cost (based on standard accepted industry charges
to the extent applicable, as determined by the Receiver) for providing such duplicate Records. A
copy of each Record requested shall be provided as soon as practicable by the pary having
custody thereof.
ARTICLE VII
BID; INITIAL PAYMENT
The Assuming Ban has submitted to the Receiver a positive bid of
$1,888,000,000.00 for the
Assets purchased and Liabilities Assumed hereunder (the "Bid Amount"). On the Payment Date,
the Assuming Ban wil pay to the Corporation, or the Corporation wil pay to the Assuming
Ban, as the case may be, the Initial Payment, together with interest on such amount (if the
Payment Date is not the day following the day of Ban Closing) from and including the day
following Ban Closing to and including the day preceding the Payment Date at the Settlement
Interest Rate.
ARTICLE VIII
PROFORMA
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Execution Copy
Whole Bank P&A
Washington Mutual Bank
Hendersn. Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 32 of 52
The Assuming Bank, as soon as practical after Bank Closing, in accordance with the best
information then available, shall provide to the Receiver a Proforma Statement of Condition
indicating all assets and liabilities of
the Failed Bank as shown on the Failed Ban's books and
records as of Ban Closing and reflecting which assets and liabilities are passing to the Assuming
Ban and which assets and liabilities are to be retained by the Receiver. In addition, the
Assuming Ban is to provide to the Receiver, in a standard data request as defined by the
Receiver, an electronic database of all
loans, deposits, and subsidiares and other business
combinations owned by the Failed Bank as of Bank Closing. See Schedule 3.1 a.
ARTICLE IX
CONTINUING COOPERATION
9.1 General Matters. The paries hereto agree that they will, in good faith and with
their best efforts, cooperate with each other to car out the transactions contemplated by this
Agreement and to effect the purposes hereof.
9.2 Additional Title Documents. The Receiver, the Corporation and the Assuming
Ban each agree, at any time, and from time to time, upon the request of any pary hereto, to
execute and deliver such additional instruments and documents of conveyance as shall be
reasonably necessar to vest in the appropriate pary its full
legal or equitable title in and to the
propert transferred pursuant to this Agreement or to be transferred in accordance herewith. The
Assuming Ban shall prepare such instruments and documents of conveyance (in form and
substance satisfactory to the Receiver) as shall be necessar to vest title to the Assets in the
Assuming Ban. The Assuming Ban shall be responsible for recording such instrments and
documents of conveyance at its own expense.
9.3 Claims and Suits.
(a) The Receiver shall have the right, in its discretion, to (i) defend or settle any claim
or suit against the Assuming Ban with respect to which the Receiver has indemnified the
Assuming Ban in the same maner and to the same extent as provided in Aricle Xli, and (ii)
defend or settle any claim or suit against the Assuming Ban with respect to any Liability
Assumed, which claim or suit may result in a loss to the Receiver arsing out of or related to this
Agreement, or which existed against the Failed Ban on or before Ban Closing. The exercise by
the Receiver of any rights under this Section 9.3(a) shall not release the Assuming Ban with
respect to any of its obligations under this Agreement.
(b) In the event any action at law or in equity shall be instituted by any Person against
the Receiver and the Corporation as codefendants with respect to any asset of the Failed Ban
retained or acquired pursuant to this Agreement by the Receiver, the Receiver agrees, at the
request of the Corpration, to join with the Corporation in a petition to remove the action to the
United States District Court for the proper district. The Receiver agrees to institute, with or
without joinder of the Corporation as coplaintiff, any action with respect to any such retained or
acquired asset or any matter connected therewith whenever notice requiring such action shall be
given by the Corporation to the Receiver.
21
Execution Copy
Whole Bank P&A
Washington Mutual Bank
Henderson, Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 33 of 52
9.4 Payment of Deposits. In the event any depositor does not accept the obligation of
the Assuming Bank to pay any Deposit liability of
the Failed Bank assumed by the Assuming
Ban pursuant to this Agreement and asserts a claim against the Receiver for all or any portion of
any such Deposit liability, the Assuming Ban agrees on demand to provide to the Receiver
funds suffcient to pay such claim in an amount not in excess of
the Deposit liability reflected on
the books of the Assuming Bank at the time such claim is made. Upon payment by the Assuming
Ban to the Receiver of such amount, the Assuming Ban shall be discharged from any further
obligation under this Agreement to pay to any such depositor the amount of such Deposit liability
paid to the Receiver.
9.5 Withheld Payments. At any time, the Receiver or the Corporation may, in its
discretion, determine that all or any portion of any deposit balance assumed by the Assuming
Ban pursuant to this Agreement does not constitute a "Deposit" (or otherwise, in its discretion,
determine that it is the best interest of the Receiver or Corporation to withhold all or any portion
of any deposit), and may direct the Assuming Ban to withhold payment of all or any portion of
any such deposit balance. Upon such direction, the Assuming Ban agrees to hold such deposit
and not to make any payment of such deposit balance to or on behalf of
the depositor, or to itself,
whether by way of
transfer, set-off, or otherwise. The Assuming Ban agrees to maintain the
"withheld payment" status of any such deposit balance until directed in writing by the Receiver
or the Corporation as to its disposition. At the direction of the Receiver or the Corporation, the
Assuming Ban shall return all or any portion of such deposit balance to the Receiver or the
Corporation, as appropriate, and thereupon the Assuming Ban shall be discharged from any
fuer liability to such depositor with respect to such returned deposit balance. If such deposit
balance has been paid to the depositor prior to a demand for return by the Corporation or the
Receiver, and payment of such deposit balance had not been previously withheld pursuant to this
Section, the Assuming Ban shall not be obligated to return such deposit balance to the Receiver
or the Corporation. The Assuming Ban shall be obligated to reimbure the Corporation or the
Receiver, as the case may be, for the amount of any deposit balance or portion thereof paid by the
Assuming Ban in contravention of any previous direction to withold payment of such deposit
balance or return such deposit balance the payment of
which was withheld pursuant to this
Section.
9.6 Proceedings with Respect to Certain Assets and Liabilties.
(a) In connection with any investigation, proceeding or other matter with respect to
any asset or liability of
the Failed Ban retained by the Receiver, or any asset of
the Failed Ban
acquired by the Receiver pursuant to this Agreement, the Assuming Ban shall cooperate to the
extent reasonably required by the Receiver.
(b) In addition to its obligations under Section 6.4, the Assuming Ban shall provide
representatives of
the Receiver access at reasonable times and locations without other limitation
or qualification to (i) its directors, offcers, employees and agents and those of
the Subsidiares
acquired by the Assuming Ban, and (ii) its books and records, the books and records of such
Subsidiares and all Credit Files, and copies thereof. Copies of
books, records and Credit Files
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Washington Mutual Bank
Henderon. Nevada
Execution Copy
Whole Bank P&A
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 34 of 52
shall be provided by the Assuming Bank as requested by the Receiver and the costs of
duplication thereof shall be borne by the Receiver.
(c) Not later than ten (10) days after the Put Notice pursuant to Section 3.4 or the date
of the notice of transfer of any Loan by the Assuming Bank to the Receiver pursuant to Section
3.6, the Assuming Bank shall deliver to the Receiver such documents with respect to such Loan
as the Receiver may request, including without limitation the following: (i) all related Credit
Documents (other than certificates, notices and other ancillar documents), (ii) a certificate
setting forth the principal amount on the date of
the transfer and the amount of
interest, fees and
other charges then accrued and unpaid thereon, and any restrictions on transfer to which any such
Loan is subject, and (iii) all Credit Files, and all documents, microfiche, microfim and computer
records (including but not limited to magnetic tape, disc storage, card forms and printed copy)
maintained by, owned by, or in the possession of
the Assuming Ban or any Affliate of
the
Assuming Ban relating to the transferred Loan.
9.7 Information. The Assuming Ban promptly shall provide to the Corporation such
other information, including financial statements and computations, relating to the performance
of the provisions ofthis Agreement as the Corporation or the Receiver may request from time to
time, and, at the request of
the Receiver, make available employees of
the Failed Ban employed
or retained by the Assuming Ban to assist in preparation of
the pro forma statement pursuant to
Section 8.1.
ARTICLE
X
CONDITION PRECEDENT
The obligations of the paries to this Agreement are subject to the Receiver and the
Corporation having received at or before Ban Closing evidence reasonably satisfactory to each
of any necessar approval, waiver, or other action by any governental authority, the board of
directors of
the Assuming Ban, or other third pary, with respect to this Agreement and the
transactions contemplated hereby, the closing ofthe Failed Ban and the appointment of
the
Receiver, the charering of
the Assuming Ban, and any agreements, documents, matters or
proceedings contemplated hereby or thereby.
ARTICLE
XI
REPRESENTATIONS AND WARRTIES OF THE ASSUMING BANK
The Assuming Ban represents and warants to the Corporation and the Receiver as
follows:
(a) Corporate Existence and Authority. The Assuming Ban (i) is duly organized,
validly existing and in good standing under the laws of its Charering Authority and has full
power and authority to own and operate its properties and to conduct its business as now
conducted by it, and (ii) has full power and authority to execute and deliver this Agreement and
to perform its obligations hereunder. The Assuming Bank has taken all necessar corporate
23
Washington Mutual Bank
Henderson. Nevada Execution Copy
Whole Bank P&A
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 35 of 52
action to authorize the execution, delivery and performance of
this Agreement and the
performance of the transactions contemplated hereby.
(b) Third Party Consents. No governental authority or other third pary consents
(including but not limited to approvals, licenses, registrations or declarations) are required in
connection with the execution, delivery or performance by the Assuming Ban of
this
Agreement, other than such consents as have been duly obtained and are in full force and effect.
(c) Execution and Enforceabilty. This Agreement has been duly executed and
delivered by the Assuming Ban and when this Agreement has been duly authorized, executed
and delivered by the Corporation and the Receiver, this Agreement wil constitute the legal, valid
and binding obligation of the Assuming Ban, enforceable in accordance with its terms.
(d) Compliance with Law.
(i) Neither the Assuming Ban nor any of its Subsidiares is in violation of
any statute, regulation, order, decision, judgment or decree of, or any restnction imposed by, the
United States of America, any State, municipality or other political subdivision or any agency of
any of the foregoing, or any court or other tribunal having jurisdiction over the Assuming Ban
or any of its Subsidiares or any assets of any such Person, or any foreign governent or agency
thereof having such jurisdiction, with respect to the conduct of
the business of the Assuming
Ban or of any of its Subsidiares, or the ownership ofthe properties of the Assuming Ban or
any of its Subsidiares, which, either individually or in the aggregate with all other such
violations, would materially and adversely affect the business, operations or condition (financial
or otherwise) of the Assuming Ban or the ability of
the Assuming Ban to perform, satisfy or
obsere any obligation or condition under this Agreement.
(ii) Neither the execution and delivery nor the performance by the Assuming
Ban of this Agreement wil result in any violation by the Assuming Ban of, or be in conflict
with, any provision of any applicable law or regulation, or any order, wrt or decree of any court
or governental authority.
e) Representations Remain True. The Assuming Ban represents and warants
that it has executed and delivered to the Corporation a Purchaser Eligibility Certification and
Confidentiality Agreement and that all information provided and representations made by or on
behalf of the Assuming Ban in connection with this Agreement and the transactions
contemplated hereby, including, but not limited to, the Purchaser Eligibility Certification and
Confidentiality Agreement (which are affrmed and ratified hereby) are and remain true and
correct in all material respects and do not fail to state any fact required to make the information
contained therein not misleading.
ARTICLE XII
INDEMNIFICATION
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Execution Copy
Whole Bank P&A
Washington Mutual Bank
Hendern, Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 36 of 52
12.1 Indemnification of Indemnitees. From and after Ban Closing and subject to
the limitations set forth in this Section and Section 12.6 and compliance by the Indemnitees with
Section 12.2, the Receiver agrees to indemnify and hold harmless the Indemnitees against any
and all costs, losses, liabilities, expenses (including attorneys' fees) incurred prior to the
assumption of defense by the Receiver pursuant to paragraph (d) of Section 12.2, judgments,
fines and amounts paid in settlement actually and reasonably incurred in connection with claims
against any Indemnitee (1) based on liabilities of
the Failed Ban that are not assumed by the
Assuming Ban pursuant to this Agreement or subsequent to the execution hereof
by the
Assuming Bank or any Subsidiar or Affiliate of the Assuming Ban for which indemnification
is provided hereunder in (a) of
this Section 12.1 or (2) described in Section 12.1(a) below
subject in each case to certain exclusions as provided in (b) ofthis Section 12.1:
(a)
(1) claims based on the rights of any shareholder or former shareholder as such of
(x) the Failed Ban, or (y) any Subsidiar or Affliate of
the Failed Ban;
(2) claims based on the rights of
any creditor as such of
the Failed Ban, or any
creditor as such of any director, offcer, employee or agent of
the Failed Ban or any Affliate of
the Failed Ban, with respect to any indebtedness or other obligation ofthe Failed Ban or any
Affliate of the Failed Ban arsing prior to Ban Closing;
(3) claims based on the rights of any present or former director, offcer, employee
or agent as such of the Failed Ban or of any Subsidiar or Affliate of the Failed Ban;
(4) claims based on any action or inaction prior to Ban Closing of
the Failed
Ban, its directors, offcers, employees or agents as such, or any Subsidiar or Affliate of
the
Failed Bank, or the directors, offcers, employees or agents as such of such Subsidiar or
Affliate;
(5) claims based on any malfeasance, misfeasance or nonfeasce of
the Failed
Ban, its directors, offcers, employees or agents with respect to the trust business ofthe Failed
Ban, ifany;
(6) claims based on any failure or alleged failure (not in violation oflaw) by the
Assuming Ban to continue to perform any service or activity previously performed by the Failed
Ban which the Assuming Ban is not required to perform pursuant to this Agreement or which
arse under any contract to which the Failed Ban was a pary which the Assuming Ban elected
not to assume in accordance with this Agreement and which neither the Assuming Ban nor any
Subsidiar or Affliate of
the Assuming Ban has assumed subsequent to the execution hereof;
(7) claims arsing from any action or inaction of any Indemnitee, including for
purposes of this Section 12.1(a)(7) the former offcers or employees of
the Failed Ban or of any
Subsidiar or Affliate of
the Failed Ban that is taken upon the specific wrtten direction of
the
Corpration or the Receiver, other than any action or inaction taken in a maner constituting bad
faith, gross negligence or wilful misconduct; and
25
E"ecution Copy
Whole Bank P&A
Washington Mutual Bank
Henderson, Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 37 of 52
(8) claims based on the rights of any depositor of the Failed Bank whose deposit
has been accorded "withheld payment" status and/or returned to the Receiver or Corporation in
accordance with Section 9.5 and/or has become an "unclaimed deposit" or has been returned to
the Corporation or the Receiver in accordance with Section 2.3;
(9) claims asserted by, or derivatively by any shareholder on behalf of, the Failed
Bank's parent company based on the process of
bidding, negotiation, execution and
consummation of
the transactions contemplated by this Agreement, provided that (x) the amount
of the indemnification paid or payable pursuant to this clause (9) shall not exceed $500,000,000,
and (y) the indemnification provided by this clause (9) shall cover only those claims specifically
enumerated in the FDIC's approval of
the transactions contemplated by this Agreement.
(b) provided, that, with respect to this Agreement, except for paragraphs (7), (8) and
(9) of Section 12.1 (a), no indemnification will be provided under this Agreement for any:
(1) judgment or fine against, or any amount paid in settlement (without the written
approval of
the Receiver) by, any Indemnitee in connection with any action that seeks damages
against any Indemnitee (a "counterclaim") arsing with respect to any Asset and based on any
action or inaction of either the Failed Ban, its directors, offcers, employees or agents as such
prior to Ban Closing, unless any such judgment, fine or amount paid in settlement exceeds the
greater of (i) the Repurchase Price of such Asset, or (ii) the monetar recovery sought on such
Asset by the Assuming Bank in the cause of action from which the counterclaim arses; and in
such event the Receiver will provide indemnification only in the amount of such excess; and no
indemnification wil be provided for any costs or expenses other than any costs or expenses
(including attorneys' fees) which, in the determination of
the Receiver, have been actually and
reasnably incurred by such Indemnitee in connection with the defense of any such counterclaim;
and it is expressly agreed that the Receiver reserves the right to intervene, in its discretion, on its
behalf and/or on behalf of the Receiver, in the defense of any such counterclaim;
(2) claims with respect to any liability or obligation of
the Failed Ban that is
expressly assumed by the Assuming Ban pursuant to this Agreement or subsequent to the
execution hereof
by the Assuming Ban or any Subsidiar or Affliate of
the Assuming Ban;
(3) claims with respect to any liability of
the Failed Ban to any present or former
employee as such of
the Failed Ban or of
any Subsidiar or Affiiate of
the Failed Ban, which
liability is expressly assumed by the Assuming Ban pursuant to this Agreement or subsequent to
the execution hereof
by the Assuming Ban or any Subsidiar or Affliate ofthe Assuming Ban;
(4) claims based on the failure of any Indemnitee to seek recovery of damages
from the Receiver for any claims based upon any action or inaction of
the Failed Ban, its
directors, offcers, employees or agents as fiduciar, agent or custodian prior to Ban Closing;
(5) claims based on any violation or alleged violation by any Indemnitee of
the
antitrst, branching, baning or ban holding company or securities laws of
the United States of
America or any State thereof;
26
Execution Copy
Whole Bank P&A
Washington Mutual Bank
Henderson, Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 38 of 52
. (6) claims based on the rights of any present or former creditor, customer, or
supplier as such of the Assuming Ban or any Subsidiary or Affiliate of
the Assuming Ban;
(7) claims based on the rights of any present or former shareholder as such of
the
Assuming Ban or any Subsidiar or Affliate of
the Assuming Ban regardless of
whether any
such present or former shareholder is also a present or former shareholder of
the Failed Bank;
(8) claims, if the Receiver determines that the effect of providing such
indemnification would be to (i) expand or alter the provisions of any waranty or disclaimer
thereof provided in Section 3.3 or any other provision ofthis Agreement, or (ii) create any
waranty not expressly provided under this Agreement;
(9) claims which could have been enforced against any Indemnitee had the
Assuming Bank not entered into this Agreement;
(10) claims based on any liability for taxes or fees assessed with respect to the
consummation of the transactions contemplated by this Agreement, including without limitation
any subsequent transfer of any Assets or Liabilities Assumed to any Subsidiar or Affliate of
the
Assuming Ban;
(11) except as expressly provided in this Aricle XII, claims based on any action
or inaction of any Indemnitee, and nothing in this Agreement shall be construed to provide
indemnification for (i) the Failed Ban, (ii) any Subsidiar or Affiiate of
the Failed Ban, or (iii)
any present or former director, offcer, employee or agent of the Failed Ban or its Subsidiares
or Affliates; provided, that the Receiver, in its discretion, may provide indemnification
hereunder for any present or former director, offcer, employee or agent of
the Failed Ban or its
Subsidiares or Affliates who is also or becomes a director, offcer, employee or agent ofthe
Assuming Ban or its Subsidiares or Affliates;
(12) claims or actions which constitute a breach by the Assuming Bank of the
representations and waranties contained in Aricle XI;
(13) claims arsing out of or relating to the condition of or generated by an Asset
arsing from or relating to the presence, storage or release of any hazardous or toxic substance, or
any pollutant or contaminant, or condition of such Asset which violate any applicable Federal,
State or local law or regulation concerning environmental protection;
(14) claims based on, related to or arsing from any asset, including a loan,
acquired or liability assumed by the Assuming Ban, other than pursuant to this Agreement; and
(15) claims based on, related to or arsing from any liability specifically not
assumed by the Assuming Ban pursuant to Section 2.5 ofthis Agreement.
12.2 Conditions Precedent to Indemnifcation. It shall be a condition precedent to
the obligation of the Receiver to indemnify any Person pursuant to this Aricle XII that such
27
Execution Copy
Whole Bank P&A
Washington Mutual Bank
Henderon. Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 39 of 52
Person shall, with respect to any claim made or threatened against such Person for which such
Person is or may be entitled to indemnification hereunder:
(a) give written notice to the Regional Counsel (Litigation Branch) of
the
Corporation in the maner and at the address provided in Section 13.7 of
such claim as soon as
practicable after such claim is made or threatened; provided, that notice must be given on or
before the date which is six (6) years from the date of
this Agreement;
(b) provide to the Receiver such information and cooperation with respect to such
claim as the Receiver may reasonably require;
(c) cooperate and take all steps, as the Receiver may reasonably require, to preserve
and protect any defense to such claim;
(d) in the event suit is brought with respect to such claim, upon reasonable prior
notice, afford to the Receiver the right, which the Receiver may exercise in its sole discretion, to
conduct the investigation, control the defense and effect settlement of such claim, including
without limitation the right to designate counsel and to control all negotiations, litigation,
arbitration, settlements, compromises and appeals of any such claim, all of which shall be at the
expense of the Receiver; provided, that the Receiver shall have notified the Person claiming
indemnification in wrting that such claim is a claim with respect to which the Person claiming
indemnification is entitled to indemnification under this Aricle XII;
(e) not incur any costs or expenses in connection with any response or suit with
respect to such claim, unless such costs or expenses were incurred upon the written direction of
the Receiver; provided, that the Receiver shall not be obligated to reimbure the amount of any
such costs or expenses unless such costs or expenses were incurred upon the written direction of
the Receiver;
(f) not release or settle such claim or make any payment or admission with respect
thereto, unless the Receiver consents in writing thereto, which consent shall not be unreasonably
witheld; provided, that the Receiver shall not be obligated to reimburse the amount of any such
settlement or payment unless such settlement or payment was effected upon the written direction
of the Receiver; and
(g) take reasonable action as the Receiver may request in writing as necessar to
preserve, protect or enforce the rights of
the indemnified Person against any Primar Indemnitor.
12.3 No Additional Warranty. Nothing in this Aricle XII shall be construed or
deemed to (i) expand or otherwise alter any waranty or disclaimer thereof
provided under
Section 3.3 or any other provision of
this Agreement with respect to, among other matters, the
title, value, collectibility, genuineness, enforceability or condition of any (x) Asset, or (y) asset of
the Failed Ban purchased by the Assuming Ban subsequent to the execution of
this Agreement
by the Assuming Ban or any Subsidiar or Affliate of
the Assuming Ban, or (ii) create any
waranty not expressly provided under this Agreement with respect thereto.
28
Execution Copy
Whole Bank P&A
Washington Mutual Bank
Henderson, Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 40 of 52
12.4 Indemnification of Receiver and Corporation. From and after Ban Closing,
the Assuming Ban agrees to indemnify and hold harmless the Corporation and the Receiver and
their respective directors, offcers, employees and agents from and against any and all costs,
losses, liabilities, expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with any of
the following:
(a) claims based on any and all
liabilities or obligations of the Failed Ban assumed
by the Assuming Bank pursuant to this Agreement or subsequent to the execution hereof
by the
Assuming Ban or any Subsidiar or Affiliate of the Assuming Ban, whether or not any such
liabilities subsequently are sold and/or transferred, other than any claim based upon any action or
inaction of any Indemnitee as provided in paragraph (7) or (8) of
Section 12.1(a); and
(b) claims based on any act or omission of any Indemnitee (including but not limited
to claims of any Person claiming any right or title by or through the Assuming Ban with respect
to Assets transferred to the Receiver pursuant to Section 3.4 or 3.6), other than any action or
inaction of any Indemnitee as provided in paragraph (7) or (8) of Section 12.1 (a).
12.5 Obligations Supplemental. The obligations of
the Receiver, and the Corporation
as guarantor in accordance with Section 12.7, to provide indemnification under this Aricle XII
ar to supplement any amount payable by any Primar Indemnitor to the Person indemnified
under this Aricle XII. Consistent with that intent, the Receiver agrees only to make payments
pursuant to such indemnification to the extent not payable by a Primar Indemnitor. If
the
aggregate amount of
payments by the Receiver, or the Corporation as guarantor in accordance
with Section 12.7, and all Primar Indemnitors with respect to any item of
indemnification under
this Aricle XII exceeds the amount payable with respect to such item, such Person being
indemnified shall notify the Receiver thereof and, upon the request ofthe Receiver, shall
promptly pay to the Receiver, or the Corporation as appropriate, the amount of
the Receiver's (or
Corporation's) payments to the extent of such excess.
12.6 Criminal Claims. Notwithstanding any provision of
this Aricle XII to the
contr, in the event that any Person being indemnified under this Aricle XII shall become
involved in any criminal action, suit or proceeding, whether judicial, administrative or
investigative, the Receiver shall have no obligation hereunder to indemnify such Person for
liability with respect to any criminal act or to the extent any costs or expenses are attributable to
the defense against the allegation of any criminal act, unless (i) the Person is successful on the
merits or otherwise in the defense against any such action, suit or proceeding, or (ii) such action,
suit or proceeding is terminated without the imposition of liability on such Person.
12.7 Limited Guaranty ofthe Corporation. The Corporation hereby guarantees
performance of the Receiver's obligation to indemnify the Assuming Ban as set forth in this
Aricle XII. It is a condition to the Corporation's obligation hereunder that the Assuming Ban
shall comply in all respects with the applicable provisions of
this Aricle XII. The Corporation
shall be liable hereunder only for such amounts, if any, as the Receiver is obligated to pay under
the terms of this Aricle XII but shall fail to pay. Except as otherwise provided above in this
Section 12.7, nothing in this Aricle XII is intended or shall be construed to create any liability or
obligation on the par of
the Corporation, the United States of America or any deparent or
29
Execution Copy
Whole Bank P&A
Washington Mutual Bank
Henderon. Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 41 of 52
agency thereof
under or with respect to this Aricle XLI, or any provision hereof, it being the
intention of
the paries hereto that the obligations undertaken by the Receiver under this Aricle
XII are the sole and exclusive responsibility of
the Receiver and no other Person or entity.
12.8 Subrogation. Upon payment by the Receiver, or the Corporation as guarantor in
accordance with Section 12.7, to any Indemnitee for any claims indemnified by the Receiver
under this Aricle XII, the Receiver, or the Corporation as appropriate, shall become subrogated
to all rights of
the Indemnitee against any other Person to the extent of such payment.
ARTICLE XIII
MISCELLANEOUS
13.1 Entire Agreement. This Agreement embodies the entire agreement of
the paries
hereto in relation to the subject matter herein and supersedes all prior understandings or
agreements, oral or written, between the paries.
13.2 Headings. The headings and subheadings of the Table of Contents, Aricles and
Sections contained in this Agreement, except the terms identified for definition in Aricle I and
elsewhere in this Agreement, are inserted for convenience only and shall not affect the meaning
or interpretation of this Agreement or any provision hereof.
13.3 Counterparts. This Agreement may be executed in any number of counterpars
and by the duly authorized representative of a different party hereto on separte counterars,
each of
which when so executed shall be deemed to be an original and all of
which when taen
together shall constitute one and the same Agreement.
13.4 GOVERNING LAW. THIS AGREEMENT AND THE RIGHTS AN
OBLIGATIONS HEREUNER SHALL BE GOVERNED BY AN CONSTRUED IN
ACCORDANCE WITH THE FEDERA LAW OF THE UNTED STATES OF AMERICA,
AN IN THE ABSENCE OF CONTROLLING FEDERAL LAW, IN ACCORDANCE WITH
THE LAWS OF THE STATE IN WHICH THE MAIN OFFICE OF THE FAIED BAN IS
LOCATED.
13.5 Successors. All terms and conditions of
this Agreement shall be binding on the
successors and assigns of
the Receiver, the Corporation and the Assuming Ban. Except as
otherwise specifically provided in this Agreement, nothing expressed or referred to in this
Agreement is intended or shall be constred to give any Person other than the Receiver, the
Corporation and the Assuming Ban any legal or equitable right, remedy or claim under or with
respect to this Agreement or any provisions contained herein, it being the intention of the paries
hereto that this Agreement, the obligations and statements of
responsibilties hereunder, and all
other conditions and provisions hereof are for the sole and exclusive benefit of
the Receiver, the
Corporation and the Assuming Ban and for the benefit of
no other Person.
30
Washington Mutual Bank
Henderson, Nevada
Execution Copy
Whole Bank P&A
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 42 of 52
13.6 Modification; Assignment. No amendment or other modification, rescission,
release, or assignment of any par of this Agreement shall be effective except pursuant to a
wrtten agreement subscribed by the duly authorized representatives of
the parties hereto.
13.7 Notice. Any notice, request, demand, consent, approval or other communication
to any party hereto shall be effective when received and shall be given in writing, and delivered
in person against receipt therefore, or sent by certified mail, postage prepaid, courier service,
telex or facsimile transmission to such pary (with copies as indicated below) at its address set
forth below or at such other address as it shall hereafter furnish in writing to the other paries. All
such notices and other communications shall be deemed given on the date received by the
addressee.
Assuming Bank
JPMorgan Chase Ban, National Association
270 Park Avenue
New York, New York 10017
Attention: Brian A. Bessey
with a copy to: Stephen M. Cutler
Receiver and Corporation
Federal Deposit Insurance Corporation,
Receiver of
Washington Mutual Ban, Henderson, Nevada
1601 Bryan St., Suite 1700
Dallas, Texas 75201
Attention: Deputy Director (DRR-Field Operations Branch)
with copy to: Regional Counsel (Litigation Branch)
and with respect to notice under Article XII:
Federal Depsit Insurance Corporation
Receiver of
Washington Mutual Ban, Henderson, Nevada
1601 Bryan St., Suite 1700
Dallas, Texas 75201
Attention: Regional Counsel (Litigation Branch)
13.8 Manner of Payment. All payments due under this Agreement shall be in lawful
money of the United States of America in immediately available funds as each pary hereto may
specify to the other paries; provided, that in the event the Receiver or the Corporation is
obligated to make any payment hereunder in the amount of $25,000.00 or less, such payment
may be made by check.
31
Washington Mutual Bank
Hender. Nevada
Execution Copy
Whole Bank P&A
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 43 of 52
13.9 Costs, Fees and Expenses. Except as otherwise specifically provided herein, each
pary hereto agrees to pay all costs, fees and expenses which it has incurred in connection with or
incidental to the matters contained in this Agreement, including without limitation any fees and
disbursements to its accountants and counsel; provided, that the Assuming Ban shall pay all
fees, costs and expenses (other than attorneys' fees incurred by the Receiver) incurred in
connection with the transfer to it of any Assets or Liabilities Assumed hereunder or in
accordance herewith.
13.10 Waiver. Each of
the Receiver, the Corporation and the Assuming Ban may
waive its respective rights, powers or privileges under this Agreement; provided, that such
waiver shall be in writing; and further provided, that no failure or delay on the par of
the
Receiver, the Corporation or the Assuming Ban to exercise any right, power or privilege under
this Agreement shall operate as a waiver thereof, nor will any single or parial exercise of any
right, power or privilege under this Agreement preclude any other or further exercise thereof or
the exercise of any other right, power or privilege by the Receiver, the Corporation, or the
Assuming Ban under this Agreement, nor wil any such waiver operate or be construed as a
future waiver of such right, power or privilege under this Agreement.
13.11 Severabilty. If any provision of
this Agreement is declared invalid or
unenforceable, then, to the extent possible, all of
the remaining provisions of
this Agreement
shall remain in full force and effect and shall be binding upon the paries hereto.
13.12 Term of
Agreement.
This Agreement shall continue in full force and effect until
the sixth (6th) anniversar of
Ban Closing; provided, that the provisions of
Section 6.3 and 6.4
shall survive the expiration of
the term ofthis Agreement. Provided, however, the receivership of
the Failed Ban may be terminated prior to the expiration of
the term of this Agreement; in such
event, the guaranty of
the Corporation, as provided in and in accordance with the provisions of
Section 12.7 shall be in effect for the remainder of
the term. Expiration of
the term of this
Agreement shall not affect any claim or liability of any pary with respect to any (i) amount
which is owing at the time of
such expiration, regardless of
when such amount becomes payable,
and (ii) breach ofthis Agreement occurrng prior to such expiration, regardless of
when such
breach is discovered.
13.13 Survival of Covenants, Etc. The covenants, representations, and waranties in
this Agreement shall survive the execution of
this Agreement and the consummation of
the
transactions contemplated hereunder.
(Signature Page Follows)
32
Execution Copy
Whole Bank P&A
Washington Mutual Bank
Hendersn. Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 44 of 52
IN WITNESS WHEREOF, the paries hereto have caused this Agreement to be
executed by their duly authorized representatives as of the date first above wrttn.
FEDERA DEPOSIT INSURACE CORPORATION,
RECEIVER OF: WASHINGTON MUTUAL BANK,
HENDERSON, NEVADA
BY:
NAME: Mitchcll L. Glassman
TITLE: Director
Attest:
FEDERAL DEPOSIT INSURANCE CORPORATION
BY:
NAM: Mitchell L. Olassman
TITLE: Director
Attest:
JPMORGAN CHASE BANK, NATIONAL
ASSOCI ON
NAMF.: Rrian A. Re!\!\ey
TITLE: Senior Vice President
BY:
Attest: , - ì
~ if\ltJ ¿ßt i1 'JL
33
Execution Copy
Whole Bank P.lA
Washingtoii Mutual Bank
Hendmoii. Nevda
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 45 of 52
IN WITNESS WHEREOF, the paries hereto have caused this Agreement to be
executed by their duly authorized representatives as of
the date first above written.
FEDERA DEPOSIT INSURACE CORPORATION,
RECEIVER OF: WASHINGTON MUTUAL BANK,
HENDERSON, NEVADA
BY~~~
NAME: Mitchell L. Glassman
TITLE: Director
Attest:
hiJ$u
FEDERA DEPOSIT INSURACE CORPORATION
BY:~~
NAME: Mitchell L. Glassman
TITLE: Director
~)~
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION
BY:
NAME: Brian A. Bessey
TITLE: Senior Vice President
Attest:
33
Execution Copy
Whole Bank P&A
Washington Mutual Bank
Henderson. Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 46 of 52
SCHEDULE 2.1 - Certain Liabilties Not Assumed
1. Preferred stock and litigation pending against the Failed Bank related to liabilities
retained by the receiver.
2. Subordinated debt.
3. Senior debt.
4. All employee benefit plans sponsored by the holding company of
the Failed Ban except
the tax-qualified pension and 401(k) plans and employee medical plan.
5. All management, employment, change-in-control, severance, unfunded deferred
compensation and individual consulting agreements or plans (i) between the Failed Ban
and its employees or (ii) maintained by the Failed Ban on behalf of its employees.
34
Execution Copy
Whole Bank P&A
Washington Mutual Bank
Henderon, Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 47 of 52
SCHEDULE 3.2 - Purchase Price of Assets
(a)
cash and receivables from depository Book Value
institutions, including cash items in the
process of collection, plus
interest thereon:
(b)
securities (exclusive of the capital stock of Market Value
Acquired Subsidiares), plus interest
thereon:
(c)
federal funds sold and repurchase Book Value
agreements, if any, including interest
thereon:
(d)
Loans: Book Value
(e)
Other Real Estate: Book Value
(f)
credit card business, if any, including all Book Value
outstanding extensions of credit:
(g)
Safe Deposit Boxes and related business,
safekeeping business and trust business, if Book Value
any:
(h)
Records and other documents: Book Value
(i)
capital stock of any Acquired Subsidiares: Book Value
(j)
amounts owed to the Failed Ban by any Book Value
Acquired Subsidiar:
(k)
assets securing Deposits of public money, Book Value
to the extent not otherwise purchased
hereunder:
(1)
Overdrafts of customers: Book Value
35
Execution Copy
Whole Bank P&A
Washington Mutual Bank
Henderson, Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 48 of 52
(m)
rights, if any, with respect to Qualified
Market Value
Financial Contracts.
(n)
rights of the Failed Ban to provide
Book Value
mortgage servicing for others and to have
mortgage servicing provided to the Failed
Ban by others and related contracts.
(0)
Ban Premises:
Book Value
(p)
Furniture and Equipment:
Book Value
(q)
Fixtures:
Book Value
36
Execution Copy
Whle Bank P&A
Washington Mutual Bank
Henderson, Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 49 of 52
SCHEDULE 3.5 - Certain Assets Not Purchased
(1) Any Financial Institution Bonds, Baner's Blanet Bonds, surety bonds (except Court
bonds required for retained litigation risk), Directors and Offcers insurance, Professional
Liability insurance, or related premium refund, uneared premium derived from cancellation, or
any proceeds payable with respect to any of the foregoing. This shall exclude Commercial
General Liability, International Liability, Commercial Automobile, Worker's Compensation,
Employer's Liability, Umbrella and Excess Liability, Property, Mortgage Impairment and
Mortgage Errors & Omissions, Lender-placed coverage, Private Mortgage Insurance, Boiler &
Machinery, Terrorism, Mail, Storage Tan Liability, Marne Liability, Vessel Hull and Vessel
Pollution (if marne assets are acquired), Aircraft Liability (if aircraft assets are acquired)
insurance policies, proceeds and collateral related to, held or issued with respect to or in
connection with any Asset (including Ban staff) acquired by the Assuming Ban under this
Agreement, which such policies, proceeds and collateral are acquired Assets.
(2) any interest, right, action, claim, or judgment against (i) any offcer, director, employee,
accountant, attorney, or any other Person employed or retained by the Failed Ban or any
Subsidiar of the Failed Ban on or prior to Ban Closing arsing out of any act or omission of
such Person in such capacity, (ii) any underwriter of financial institution bonds, baner's blanet
bonds or any other insurance policy of
the Failed Ban, (iii) any shareholder or holding company
of the Failed Ban, or (iv) any other Person whose action or inaction may be related to any loss
(exclusive of
any loss resulting from such Person's failure to pay on a Loan made by the Failed
Ban) incurred by the Failed Ban; provided, that for the purposes hereof, the acts, omissions or
other events giving rise to any such claim shall have occurred on or before Ban Closing,
regardless of when any such claim is discovered and regardless of
whether any such claim is
made with respect to a financial institution bond, baner's blanet bond, or any other insurance
policy of the Failed Ban in force as of
Ban Closing;
(3) leased Ban Premises and leased Furniture and Equipment and Fixtures and data
processing equipment (including hardware and softare) located on leased or owned Ban
Premises, if any; provided, that the Assuming Ban does obtain an option under Section 4.6,
Section 4.7 or Section 4.8, as the case may be, with respect thereto; and
(4) any criminal/restitution orders issued in favor of
the Failed Ban;
37
Execution Copy
Whole Bank P&A
Washington Mutual Bank
Henderson. Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 50 of 52
EXHIBIT 3.2(c) - VALUATION OF CERTAIN
QUALIFIED FINANCIAL CONTRACTS
A. Scope
Interest Rate Contracts - All interest rate swaps, forward rate agreements, interest rate
futures, caps, collars and floors, whether purchased or written.
Option Contracts - All put and call option contracts, whether purchased or wrtten, on
marketable securities, financial futures, foreign currencies, foreign exchange or foreign
exchange futures contracts.
Foreign Exchange Contracts - All contracts for future purchase or sale of foreign
currencies, foreign curency or cross currency swap contracts, or foreign exchange futures
contracts.
B. Exclusions
All financial contracts used to hedge assets and liabilities that are acquired by the
Assuming Ban but are not subject to adjustment from Book Value.
C. Adjustment
The difference between the Book Value and market value as of Ban Closing.
D. Methodology
1. The price at which the Assuming Ban sells or disposes of
Qualified Financial
Contracts wil be deemed to be the fair market value of such contracts, if such sale
or disposition occurs at prevailing market rates within a predefined timetable as
agreed upon by the Assuming Ban and the Receiver.
2. In valuing all other Qualified Financial Contracts, the following principles will
apply:
(i) All known cash flows under swaps or forward exchange contracts shall be
present valued to the swap zero coupon interest rate curve.
(ii) All valuations shall employ prices and interest rates based on the actual
frequency of rate reset or payment.
(iii) Each tranche of amortizing contracts shall be separately valued. The total
value of such amortizing contract shall be the sum of the values of its
component tranches.
38
Execution Copy
Whole Bank P&A
Washington Mutual Bank
Henderon, Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 51 of 52
Execution Copy
Whole Bank P&A
(iv) For regularly traded contracts, valuations shall be at the midpoint of
the
bid and ask prices quoted by customar sources (e.g., The Wall Street
Journal, Te1erate, Reuters or other similar source) or regularly traded
exchanges.
(v) For all other Qualified Financial Contracts where published market quotes
are unavailable, the adjusted price shall be the average of
the bid and ask
price quotes from thee (3) securities dealers acceptable to the Receiver
and Assuming Ban as of Ban Closing. If quotes from securties dealers
canot be obtained, an appraiser acceptable to the Receiver and the
Assuming Ban wil perform a valuation based on modeling, correlation
analysis, interpolation or other techniques, as appropriate.
39
Washington Mutual Bank
Henderson, Nevada
Case 1:09-cv-01656-RMC Document 32-1 Filed 09/08/10 Page 52 of 52





















EXHIBIT 3
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 1 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 2 of 25
Morgan. Lewis &Bockius llP
1717 Main Street, Suite 3200
Dallas. TX 75201 7347
Tel: 214.466.4000
Fax: 214.466.4001
www.morganlewis.com
Ann Marie Painter
Partner
214.466.4121
annmarie.painter@MorganLewis.com
December 30, 2008
BY HAND DELIVERY
Federal Deposit Insurance Corporation
1601 Bryan Street
Dallas, Texas 75201
Re: Deutsche Bank National Trust Company Proof of Claim
Dear Sir or Madam:
Morgan Lewis
COUNSELORS AT LAW
Enclosed please find a Proof of Claim, which is hereby submitted on behalf of Deutsche Bank
National Trust Company. If you have any questions, please do not hesitate to contact me
directly.
Sincerely,
Ann Marie Painter
AMP/ph
Enclosures
cc: John Rosenthal- Morgan Lewis, San Francisco
Kristine Bailey - Morgan Lewis, San Francisco
DB1162194206.2
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 2 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 3 of 25
Federal Deposit Insurance Corporation as Receiver for:
Washington Mutual Bank
of BanklFinanciallnstitLltlon and Location)
PROOF OF CLAIM
CONFIDENTIAL TREATMENT REQUESTED
Attachment A contains confidential, nen-publlc financial information" Claimant Deutsche Banlc Natiersl Trost
Company requests that the claim, tha informa'en conta/nOO in Attachment A. and the non-public documants
attachad hereto be considorad and treated as confidantiaL
SSNlTax 10 # (1) 33·0943418
The undersigned, (2) Barbara Campbell, Vice President
says that the Washington Mutual Bank now in liquidation is
(Name of BanklFinanclallnstitution)
justly indebted to (3) Deutsche Bank National Trust Company in the sum of
(IndividueUJolnUCorpor.ltionlParlnership/FormlAgancy)
(4) $10,146,399,660 (approximately, see Attachment A) Dollars upon the follOWing Claim:
Descriotion of (invoice) claim: liabilitv Number Amount of Claim
C (5) $ea EJ<hibit A $6,764,266,440 to
L $10,146,399,660 approx.,
A (see Attachment Al.
I
M
S
.
Total Claim: (6) Approximately
$10,146,399,660 (see
Attachment At
The undersigned further states that he/she makes this Claim on behalf of
(7) Deutsche Bank National Trust Company
that no part of said debt has been paid, that
(8) Deutsche Bank National Trust Company
(IndividueUJoinUCorp"",tionlPartnershipiFirmlAgency)
has given no endorsement or assignment of the same or any part thereof, and that there is no set-off or
counterclaim, or other legal or equitable defense to said Claim or any part thereof.
NAMI::: (9) Barbara Campbell , Vice President

(Signeture of Parson making (Title)
the Claim)
FIRM Deutsche Bank National Trust Company
(If applicable)
ADDRESS (10) 1761 Ea.st St Andrew PI
CITY/STATE/ZIP Santa Ana, CA 92705-4934
TELEPHONE NUMBER 714-247,6278
The penally for knowingly making or inviting reliance of any false, forged, or counterfeit statement, document. or thing
for the purpose of influencing in any way the action of the Federal Deposit Insurance COl1Xlration is a fine of not more
than $1,000,000 or imprisonment for not more than thirty years, or both (18 U.S.C. Section 1007).
RLS7212
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 3 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 4 of 25
CONFIDENTIAL TREATMENT REQUESTED
ATTACIIMENT A
to
Proof of Claim of
BANK NATIONALTIWST COMI'ANY,
AS TRUSTEE ANIl CUSTOIlIAN
A. C\I'ACITIES ANI) DOCUMENTS.
I. This proof of claim ("'Proof of Claim'") is made by Deutsche Bank National Trust
CompJlly (,"DBNTC") (a) as trustee ("Trustee") for the securitization trusts listed on
Exhibit 1\-1 attached hereto (the ·'Trusts"). on behalf of the Trusts and the
owners of certain residential mortgaged backed securities issLied by the Trusts (the
··Securities·'). (b) as trustee of certain "net interest margin"trusis listed on Exhibit A-2
("NIM Trusts", and collectively with the 'frusts, the "Securitization Trusts") pursuant
to which DI3NTC owns, on behalf of NIM Trust bcncliciarics. interests in certain
Securities (the "NIM Trustee") and (e) as custodian (the "Custodian") under eertain
custody agreements listed on Exhibit A-3 (the "Custody Agreements") by and among
DI3NTC. and one or more of Washington Mutual Bank (in some cascs, as successor-
in-interest to Long Beach Mortgage) and/or its affiliates (collectively, ·'WAMU·').
and/or third party lenders or purchasers of mortgage loans.
2. Each or the Trusts holds. as Trust asselS or collateral. mortgage loans originated by
and/or sold into the ·rrusts by WAM U.
3. With respect to each Trust, DBNTC entered into one or more Pooling and Servicing
Agreements. Servieing Agreements, Indentures or Trust Agreements, and related
ancillary agreements (collectively, the "Governing Documents"). The Governing
Documents are voluminous and are in the possession of both the Trustee and WAMU.
Accordingly, it is impractical and wasteful to allach them to this Proof of Claim.
Additional documentation regarding the Trusts is available on the SEC's EDGAR
website at http://sec.gov/, and the monthly distribution reports and prospectus
supplements for each Trust arc available on the Trustee's investor reporting website at
hltps:/Ilss.sfs.db.comlinvestpublic/. Upon request by the FDIC, the Trustee will furnish
electronic or hard copies of any Governing Documents in its possession.
4. Pursuant to the Governing Documents for each Trust, WAMU sold, either directly or
indirectly, mortgage loans into the related Trusts. In connection with such sales.
WAM U also made numerous representations, warranties and covenants
("Representations and Warranties") concerning the mortgage loans, which
Representations and Warranties were ultimately assigned to the Trusts pursuant the
Governing Documents and certain ancillary agreements. The Trusts have claims for
breach of such Representations and Warranties as further described herein.
5. DBNTC has also served as Custodian under the Custody Agreements. Pursuant to the
Custody Agreements, DBNTC has held in custody mortgage loan files evidencing
mortgage loans originated, purchased, financed and/or serviced by WAMU. In
107017716
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 4 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 5 of 25
,
- -
addition. pursuant to certain Custody Agreements. the Custodian held and disbursed
funds with respect to the funding and/or financing of such mortgage loans in
accordance \\ilh instructions furnished 10 the Custodian by WAMU.loan purchasers or
lenders. The Custody Agreements arc voluminous and aTC in the possession of both the
Trustee and WAMU. Accordingly. it is impractical and unnecessary to attach them to
this I)roof of Claim. Upon request by the FDIC. the Trustee will furnish electronic or
hard copics of any Custody Agreements in its possession.
6. DBNTC is aware that certain other parties to the Trusts. including. without limitation.
securities underwriters. depositors. loan scrviccrs. insurers and investors. intend to file
proofs of claim in these proceedings relating to the Governing Documents and
ancillary agn:cments which may be duplicative of. or supplemclltal to. the claims
statl..:d herein (the "Third Party Trust Rl:Iated Claims"). To the extent that such Third
Party Trust Related Claims relate to or arc property of the Trusts. DBNTC incorporates
such Third Party Trust Related Claims herein by reference.
B. DESCIUPTION OF CLAti\IS.
Claims Arising from Brc:lch of Ilepresent:llions and Warranlies Range:
56.764 billion 10 510.146 billion)
7. Pursuant to the Governing Documents. WAMU. as seller and Imasterl serviceI'. made
certain Representations and Warmnties in connection with the sale of the mortgage
loans to the Trusts. WAMU has breached certain of these Representations and
Warrantics. Pursuant to the Governing Documents. WAMU has express contractual
obligations (i) to notify certain parties to the Governing Documents, including the
Trustee. when WAMU becomes aware or breaches or Representations and Warranties.
(ii) to make certain cure payments with respect 10 certain such breaches or (iii) to
repurchase the mortgage loans affected by WAMU's breaches. at the repurchase price
(the "Repurchase Pricc"") specificd in the Governing Documcnts (typically equal 10 the
unpaid principal balance or such mortgage loans, plus accnlcd interest thereon through
the date of repurchase) (the "Repurchase Obligations""). Further, as described below.
WAMU is liable to Ihe Trustee and the Trusts for all liability, loss, cost and expense
arising from breaches or Representations and Warranties, including all costs and
expenses of enforcement or these obligations.
8. Based on the public statements or the FDIC, It IS unclear to the Trustee which
obligations under the Governing Documents the FDIC purports to have assumed and
assigned to JPMorgan Chase Bank. National Association (,·JPMC"). Moreover, the
FDIC has not notified the Trustee whether it intends to repudiate any obligations of
WAMU under the Governing Documents, many of which obligations are executory in
nature. The Trustee asserts that thc FDIC does not have the power, with respect to the
Go\erning Documents for any particular Trust, to "cherry pick" valuable contractual
rights of WAMU, such as servicing rights, whilc repudiating potcntially burdensome
obligations or WAMU, such as Repurchase Obligations under those same contracts.
Rather. if the FDIC wishes to reap the benefits of these contracts (by receiving the
purchase price paid by JPMC for WAMU's assels), it must also accept their burdens.
Accordingly, to the extent that the FDIC purports to have assumed and assigned to
JPMC any rights and benefits of \VAMU 10 service Mortgage Loans under the
1117017776
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- 4 -
Go\crning Documents lor any Trust, the FDIC must make provision to perform fully
all of WAMU's obligations under the Governing Documents lor thai Trust. In this
regard. the Trustee notes that a single entity-Washington Mutual Bank (fka Long
I3cach Mortgage Cornpany)-- generally entered into the Governing Documents both as
sellcr and as I.mi1stcrJ scrviccr. In addition, the Governing Documents represent an
integrated sct of conlraclUal undertakings on behalf of WAMU with respecl to the
formation and servicing or the Trusts and WAMU (or its successors and assigns)
canno! selectively assume the benefits of these undertakings while repudiating the
rclalCd burdens. To the extent that WAMU has either (a) failed-in its capacities as
seller or scrviccr-- to notify the Trustee and other transaction parties of material
of Representations and Warranties of which it was awarc. andlor (b)
repudiates and fails 10 perform its obligations to replace or repurchase defective loans.
the Trusts have claims for breach of such obligations (lhe "Repurchase Claims"').
Moreovcr, even if the FDIC did have the power to rcpudiate certain obligations of
WAMU 10 the Trusts while assuming and assigning olher obligations. the Trusts would
havc a right or set-ofT against any and all amounts owing to WAMU under the
Governing Documents (including the right to recover servicing advances) with respect
to any and all damages arising from the breach of such repudialed obligations.
9. As of September 28. 2008, the Trusts held in excess of $49.9 billion in current
principal balance outstanding of mortgage loans sold to the Trusts by WAMU. Recent
media reports allege certain abuses in WAMU's loan origination procedures which, if
true. would constitute breaches of the Representations and Warranties. (see £:&.
attached NY 'rimes article dated as of December 27, 2008). Notwithstanding
provisions of the Governing Documents permitting the Trustee and certain other
parties access to WAMU's books and records concerning the mortgage loans, the
Trustee is informed and believes that during the lasl 18 months, WAMU has
consistently refused to allow Ihe Trustee, bond insurers, and investors with an interest
in the Trusts to perform any meaningful due diligence to determine whether
Representations ,gnd Warranties were breached. Since WAMU's denial of
counterparties' contractual inspection righls has deprived those parties of the ability to
detect and quantify specific breaches of Representations and Warranties, claimants
must be given reasonable access ahd time to investigate their claims prior to specifying
them with greater particularity. Nevertheless, on the basis of the limited data currently
available to the Trustee. the Trustee fllfther describes these claims below.
10. Assuming. for purposes of this Proof of Claim. thai WAMU has and will continue to
breach its obligations with respeci to Repurchase Claims, the damages Oowing from
such breaches will vary depcnding on the losses suncred by the Trusts in respect of the
relaled mortgage loans. Certain of the properties underlying the mortgage loans
subject to Repurchase Claims either (a) have been foreclosed upon and are owned by
the Trusts as of the date of this Proof of Claim (the "REO Loans") or (b) are owned by
the Mortgagors (the "Mortgagor-Owned Loans"). The dollar amount of any
Repurchase Claims related to REO Loans and Mortgagor-Owned Loans will be
affected by the value of those loans and their underlying collateral because the
damages suffered by the Trusts as a result of WAMU's breach will be partially offset
by the value of the collateral retained by the Trusts. Due to the ever-changing nature
of market forces impacting the value of REO Loans and Mortgagor-Owned Loans, Ihe
amount due to the Trusts on account of the REO Loans and Mortgagor-Owned Loans
107017171>
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Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 7 of 25
- 5 -
remains in flux. Until the alllount or WAMU's exposure on REO Loans and
Mortgagor-Owned Loans is linally determined. the Trusts' corresponding claim
remains unliqllidatcd and may decrease or incrcusc as a result or lluctu<ltiol1s in lhe
valuation or the underlying property and rdated lo.ms. and payments or principal and
interest either made or not made by the mortgagor of the underlying loans. Certain of
the properties underlying the mortgage loans subject to Repurchase Claims have been
ron:doscd upon and in turn sold ("REO Sold Loans"). The sale prices of the
properties underlying the REO Sold Loans will be a partial offset 10 lhe Repurchase
Price related to stich REO Sold Loans.
11. On infonnation and belief. taking into account (<I) industry infonnation regarding
frequency of breaches of representations and warranties in portfolios of mortgage loans
similar to those sold by WAMU to the Trusts. (b) the pcrfommnce of the mortgage
loans held by the Trusts and (c) the scvcrity of losses cxpericnced by thc Trusts to date
and anticipated in the future. the Trustee estimates that the Trusts have claims in
respect to brcaches of Rcpresentations and Warranties. in the estimated range of
$6.764 billion to $10.146 billion.
12. Although Representations and Warranties were breached at the time that they were
made. certain of the Repurchase Claims of the Trusts are unmatured. unliquidated
and/or contingent in nature because. although breaches of Representation and
Warranties exist for certain mortgage loans, such breaches have not been (a)
discovered and/or (b) asserted. and/or (c) otherwise given risc to claims for the
Repurchase I>rice as of the date hereof. The actual Repurchase Claims relating to such
loans \\ould be increased by accrued interest thereon and the Trusts' cost of
enli:lrccmenl. and be partially offset by the value of mortgage loan collateral and
mortgage payments retained by the Trusts by reason ofWAMU's failure to repurchase
such loans.
13. In addition to the foregoing, under the Goveming Documents, WAMU is also subject
to Repurchase Claims with respect to missing or defective documents in mortgage loan
liles. The Governing Documcnts generally provide that 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 Trustee (as pledgec of the Mortgage
Loans). the Noteholders or thc Certilicateholders in such Mortgage Loan, then the
responsible party shall Cllre such defect, repurchase the related Mortgage Loan at the
purchase price or substitute a qualified substitute mortgage loan for the related
Mortgage Loan upon the same terms and conditions set forth for breaches of
represcntations and warranties as to the Mortgage.
14. The Trustee or other document custodian has furnished WAMU, on an ongoing basis.
document exccption reports with respect to missing or defective loan file documents.
Tht: Exceptions Reports arc voluminous and are in the possession of both the Trustee
and WI\MU. Accordingly it is impractical and wasteful to attach thcm to this Proof of
Claim. Upon request by the FDIC. the Trustee will furnish electronic or hard copies of
any Exceptions Reports in its possession. If WAMU repudiates or fails to satisfy its
obligations undcr the Governing Documents. the Trustee will require additional time to
assess the materiality of the remaining missing defective documents and to calculate
thc amount of any Repurchase Claims with respect thereto. For purposes of this Proof
of Claim. however, the Trustee asserts that all loans with missing or defective loan file
1010177111
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Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 8 of 25
·6·
<lrc subject (0 Repurchase Claims lor Repurchase Price. The Trustee is
not in a position to calculate the amount of such Repurchase Price Ullliithc population
of such loans and the materiality of any doculllent exceptions arc lioaHy determined
(since borrowers continue to pay interest on some of these loans and, in many cases.
other recoveries continue to be made on collateral securing such loans).
Intll'mnifil':tlion Claims
15. The Trusts have been damaged by virtue of WAMU's dcfaulls and breaches with
respeci to the Representations and Warranties under lhe Governing Documents and
agreements. Without limiting the generality crlhc lorcgoing. the Trusts have
incurred. and will continue 10 incur. significant legal expenscs enforcing mortgage loan
docunu.'nts and defending against borrower counterclaims and third party claims
arising from breaches or alleged breaches of Representations and Warranties or of
other obligations of WAMU (including loan servicing obligations) under the
Governing Documents.
16. Without limiting the generality of the foregoing. WAMU is obligated to indemnify.
defend and hold lhe Trusts and the Trustee hannless all liability, loss, cost or expense
arising from the claims asserted in the following litigation mallers:
(a) Elaine Trahan vs. Long Beach Mortgage Company et ai, pending in the United
District Court. Eastern District of Texas. A putative class action seeking to invalidate
certain variable rate mortgage loans under Texas law.
(b) Jenkins vs. Deutsche Bank et ai, actions brought III the United States District
COllllt for the Eastern District of New York and the Southern District of Florida
alleging inappropriate foreclosure and debt collection activity.
(c) Suits and other proceedings against the Trusts and/or the Trustee by the cities of
l3ulhllo. NY. Cleveland. 01-1. and other jurisdictions claiming that REO properties
owned by the Trusts have not been maintained in accordance with law and constitute a
nuisance. In addilion. the Trusts and/or the Truslee have been forced to address similar
allegations. Such property maintenance is the sole obligation of WAMU, as loan
serviccr. wilh respect 10 certain of the properties at issue in Ihese matters. The affected
Trusts and the Trustee arc entitled to indemnification by WAMU, its successors and
assigns. against any liability, loss, cost or expense suffered in connection with such
mailers.
(d) Suits or counterclaims (typically asserted in the context of foreclosure
proceedings) alleging breaches, inter alia, of the Truth in Lending Act, Fair Debt
Collection Practices Act and other laws, in connection with the origination and/or
servicing of WAMU-originated mortgage loans currently owned by Trusts. Because
WAMU. as Imaster] servicer has handled all such litigation on behalf of the Trusts and
the Trustee, the Trustee is currently unaware of the existence or nature of all such
claims and reserves the right to amend this Proof of Claim to specify such matters at a
later date. The affected Trusts and the Trustee arc entitled to indemnification by
WAMlJ. its successors and assigns. against any liability, loss, cost or expense suffered
in connection with such maners.
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- 7 -
17. Pursuant to the Governing Documents and applicable law. WAMU is liable to till.:
Trusts and the Trustee for any losses, claims. expenses or damages, including legal
fees and related costs. arising oul of or based upon any breaches or any representation,
warranty or covenant made by WAMU or any aniliate of WAMU in the Governing
Documents. Such liability arises both from WAMU's breach of ils contractual
obligation 10 the Trusts and the Trustee to perform all of its obligations under the
Governing Doculllents and from WAMU's obligation to indemnity, defend and hold
the Trusts and the Trustee harmless from any liability. loss. cost or expense arising
from WAMU's failure to pcrlofm such obligations. Moreover. even il"'he FDIC, as
receiver for WAMU. were entitled to assume and assign certain obligations of WAMU
while repudiating others. the Trustee and the Trusts would have a right of set-ofr with
respect to breach claims for any repudiated obligations, against any and all amounts
owing by the Trusts to WAMU (including the right to recover servicing advances) in
any capacity under the Governing Documents. To the extent that WAM U (a) assumes.
or assumes and assigns, any of its rights under the Governing Documents, and (b)
indcmniries, or causes its to indemnify, the Trusts and the Trustee
lor such matters. such indemnilication obligation will have been satisried. Although.
to date. the Trustee is informed and believes that JPMC has pedormed certain OfSllCh
obligations. neither JPMC nor the FDIC. as receive of WAMU. has made a clear
statement to the Trustee specifying which obligations of WAMU have been assumed
by JPMC and which, ifany, obligations have not been so assumed, but rather assumed
or rejected by the FDIC as receiver of WAMU. Accordingly, for purposes of this
Prool" or Claim, the Trustee assumes such obligations may not be fully satisfied.
18. l3ased upon the foregoing, the Trustee asserts a claim against WAMU for
indemnirieation for. inter alia, all losses, claims, expenses and damages, including
legal fees and related costs, arising out of or based upon any breaches of any
representation, warranty or covenant made by WAMU under the Governing
Documents.
Servicing Chlims
19. As stated above, WAMU generally served as "servieer" or "master servieer" with
respect to the mortgage loans held by the Trusts. The Trustee is informed and believes
that JPMC intended to assume, at a minimum, all of WAMU's loan servicing rights
and obligations. To the extent that JPMC. as successor-in-interest to WAMU, as
fmastcr] servieer, perlorms all obligations of WAMU, as l"master'! servieer. under the
Governing Documents (including by curing any breaches that have occurred), WAMU
will have mitigated claims with respect to WAMU's servicing of the loans. The
Trustee reserves the right to amend this Proof of Claim to sped fy further any servicing
claims in the event thai such assumption has not taken place.
Claims as NIM Truslee
20. As NIM Trustee, the Trustee is the legal owner, for the benerit of securities holders
under the NIM Trusts, of Securities issued by the Trusts. Since the NIM Trusts were
formed concurrently and in conjunction with the corresponding Trusts, the NIM
Trustee was the original purchaser of such Securities.
107017776
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- 8 -
21. As purchaser of the such Securities on behalf or the NIM Trusts. the NIM Trustl:c
hereby alleges Ihal. 10 the extent that WAMU knew or should haw known or the
bn.:achl.:s or Representations and Warranties described above. the NIM Trusts have a
claim for COllllllon law fraud and/or negligellt misrepresentation and/or violation 01"
applicable Iccteral and state securities hms in connection with the issuance. distribution
and sale or the such Securities to the 1M Trusts. Such claim is unliquidated and
p<lrtially unmatured. but would be measured by the impact if any. of such breaches on
c<lsh flows 10 the NIM Trusts.
Cl:lims as Cuslodi:l11
22. Pursuant to the Custody Agreements. DB TC is entitled to be paid certain fees
slipuhllCd therein. pillS expenses incurred in connection with its serving as Custodian.
In addition. where WAMU is scller/servicer under the Custody Agreement. WAMU
has agreed to indemnify. defend and hold the Custodian harmless against all liabilities.
loss. cost and expense incurred by the Custodian in the pcrfonnance of its duties as
Custodian. The Custodian reserves the right to amend this Proof of Claim to specify
further any claims rclating to any fees or expenses arc incurred and remain outstanding
in connection with the Custody Agreements.
C. M1SCEI.I.ANEOlJS
0'
->.
24.
25.
26.
I07{lIn, 6
B) executing and liling this Proof of Claim. D13 TC docs not waive any right to any
security or any other right or rights with respect to any claim that D13NTC has or may
hmc against WI\MU or any other person or persons. The riling of this Prool" of Claim
is not intended and should not be construed to be an election of remedies or waiver of
any pas!. present or future Defaults or Events of Default undcr the Governing
Documents and ancillary agrccments.
To the knowledge of the signatory hereto, the claims arc not subject to any setoff or
counterclaim, and no judgment has been rendered on the claims. 'I'he amount of all
payments made prior to the date hereof, if any, have been credited and deducted.
DBNTC reserves its right to amend and/or supplelllent this Proof of Claim and to
assert any and all other claims of whatever kind or nature that it has, or may have. that
cOllle to D13NTCs altention or arise aner the tiling of this Proof ol" Claim. The filing
of this Proof of Claim shall not be deemed a waivcr of any such claims or rights.
Nothing contained in this Proof of Claim shall be deemed or construed as: (a) a waiver
of. or other limitation on, any rights or remedies of DI3NTC or the Securitization
Trusts. or any predecessor in interest to 013 TC or the Securitization Trusts, under the
Governing Documents or ancillary agreements, at law, or in equity (including any
setoff rights. lien rights. rights of recoupment. or any olher rights that the Trustee or
each Trust has or may have against WAMU or any other entity). all of which rights are
expressly reserved: (b) a consent by DB TC or the Securitization Trusts, or any
predecessor in interest to DB TC or the Securitization Trusts, to the jurisdiction of
an) court with respect to proceedings. if any. commenced in any action against, or
otherwise involving DB TC or the Securiti7..ation Trusts, or any predecessor in interest
to D13NTC or the Securitization Trusts; (c) a waiver or release of, or any limitation on
013 TCs or the Securitization Trusts', or any predecessor in interest to DBNTC's or
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 10 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 11 of 25
107017776
- 9-
the Securitiz'ltion Trusts', right to trial by jury in the Court or any other court in an)
proceeding; (d) a \\aiver or release of: or any other limitation on, DI3NTC's or the
Seeuriti/..ation Trusts', or any predecessor in interest to DI3NTC or the Securitization
Trusts', rights to have any orders entered only arter de novo review by the applicable
court; (c) a \\aiver of. or any other limitation on, DI3NTC or the Securitization Trusts',
or any predecessor in interest to DB TC's or the Securitization Trusts', right to seek a
\\ithdnl\\al of the reference with rcspect to any maller. including any mallcr relating to
this Proof 01" Claim: or (I) a waiver or release of: or any other Iimiwtion on, DB TC's
or the Securiti/...ttion Trusts', or any predecessor in interest to DBNTC's or the
Sccuriti/.ation Trusts', right to assert that any portion of the claims asserted herein arc
entitled to treatment as priority claims. Without limiting the generality of the
foregoing, the Trustee asscrts, on behalf of each Trust and itself. the right to sct 00' the
amount of' all claims of such Trust and itself as Trustee of such Trust, against all claims
and amounts asserlable by or distributable 10 WAMU (or its successors-in-interest
under thc Governing Documents) ill any capacity, including, without limitation, any
rights of WAMU to recover delinqucncy advances, servicing advances or other
amounts distributable with respect to securities or other interests in such Trusts,
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 11 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 12 of 25
The Reckoning. WaMu Built an Empire on Bad Loans - Series· NYTimc... http://www.nytimes.coml2008112128/businessl28wamu.html?J=1 &sq><w...
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fHE RECKCN<lG
Saying Yes, WaMu Built Empire on Shaky Loans
DIEGO - As a supervisor at a
Washington Mutual mortgage processing center. John O.
Parsons was accustomed to seeing baby siners claiming
salaries worthy of ooIlege presidents, and schoolteachers
with incomes rivaling stockbrokers'. He rarely questioned
them. A real estate frenzy was under way and WaMu, as
his bank was known. was all about sa);ng )"eS.
5 .... ""ErCH£"l,I(lRG[HSON
__a.e-11.20011
·ltIe hope to do to this industry what did to theirs•
did to theirs, Costro did to theirs and UJ«)e'S-IIQ1Il\'
, ....",,/ did to their industry. And Ilhink if we've don" OIJr job.five
yeurs/rom now you're nOl going to 0011 us a bank. °
[ ....0- "'"""_,. - Keny K. Killinger, chiefexecuth'eof
2003

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The Reckoning
Mor/gage Factory
Miele. in Ihis nrie. ho'" uplored
lh' eou..,1 ollhu flMncioJ en,i•.
Yet evtn by WaMu's relaxed standards, one mortgage four
years ago raised eyebrows. The borrower was claiming a
six-figure income and an unusual profession: mariachi
singer.
Mr. Parsons could not verify the singer's income, so he
had him photographed in front of his home dressed in his
mariachi outfit. The photo went into a WaMu file.
Approved.
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lie if I said every piece of documentation was properly
signed and dated: said Mr. Parsons, speaking through
wire-reinforced glass at a California prison near here,
where he is serving 16 months for theft afi.er his (ourth
arrest - all in\'Olving drugs.
While Mr. Parsons, whose incarceration is not related to
his work (or WaMu, oversaw a team screening mortgage
applications, he was snorting methamphetamine daily,
he said.
Dnha ;Ind Oalian
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·In our world, it was tolerated,- said Sherri ;(,aback. who
\'o'Orked for Mr. Parsons and recalls seeing drug
paraphernalia on his desk. -E\'e!)'body said, 'He gels the
job done.'·
At WaMu, getting the job done meant lending money to
nearly anyone who asked for it - lhe fome behind the
eQt;\'nv i10rketltltS
1213012008 II: 13 At-. I
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 12 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 13 of 25
The Reckoning - WaMu Built an Empire on Bad Loans - Series - NYTimc.. http://www.nytimcs.com/2008/12/28/business/28wamu.html?J"" I&sq""w..
bank's meteoric rise and its precipitous collapse this year
in the biggest bank failure in American history.
Their accounts are consistent with those of 89 other former employees who are
confidential witnesses in II class action filed against WaMu in feder,ll court in Seattle by
former shareholders.
According to these accounts, pressure to keep lending emanated from the top, where
eXL'CUtives profited from the swift expansion - not least, Kerry K. Killinger, who was
WaMu's chief executive from 1990 untit he was forced out in September.
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Breaking News Alerts by E-Mail
MOST POPULAR· BUSINESS
E·IMI.EO 8l0GOEO
Interviews with two dor.en fonner employees. mortgage
brokers, real estate agents and appraisers reveal the
relentless pressure to chum out loans that produced such
results. While that sample may not fully represent a bank
with tens of thousands of people, it does renect the views
of employees in WaMu mortgage operations in California,
On a financial landscape littered with wreckage, WaMu, a
Seattle-based bank that opened branches at a clip worthy
of a fast-food chain, stands out as a singularly brazen case
of lax lending. By the first half of this year, the value of its
bad loans had reached $11.5 billion, nearly tripling from
$4.2 billion a year earlier.
PUSH TO GROW Fo<..... ""lIIOY....
...,. Nl ",trI K ry Kdlngooo "' e"'"'(10
WaMJ Dec a IoanfaclOry. ognomg
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Florida, Il1inois and Texas.
Between 2001 and 2007, Mr. Killinger received oompensation of S88 million, acoording
to the Corporate Library, a research firm. He declined to respond to a list of questions,
and his spokesman said he was unavailable for an interview.
During Mr. Killinger's tenure, WaMu pressed sales agents to pump out loans while
disregarding borrowers' inoomes and assets, according to former employees. The bank
set up what insiders described as a system of dubious legality that enabled real estate
aj:lents to collect fees of more than $10,000 for bringing in borrowers, sometimes
rnaking the agents more beholden to WaMu than they were to their clients.
WaMu gave mortgage brokers handsome commissions for selling the riskiest loans,
which carried higher fLOCS, bolstering profits and ultimately the compensation ofthe
bank's executh'es, WaMu pressured appraisers to provide innate<! property values that
made loans appear less risky, enabling Wall Street to bundle them more easily for sale
to investors.
DINING
Let the good times tiptoe
......, ,,, O""r>g
Now v....... 'ee,pe.
""_' 'eoP'"
An_ok! ;>(O'l8',ntance 1:>_t>8 fo<..9Ol''''''
"It was the Wild West," said Steven M. Knobel, a founder of an appraisal oompany,
Mitchell. Maxwell & Jackson, that did business with WaMu until 2007. "If you were
alive, they would give you a loan. Actually, I think if you were dead, they would still give
you a loan."
.lI'1I1"!X'1ll l·h'l"t·, which bought WaMu for $1.9 billion in September and rccciwd $25
billion a fC!W weeks later as part of the taxpayer bailout of the financial services industry,
declined to make former WaMu executives available for interviews.
JPMorgan also declined to oornment on WaMu's operdtions before it bought the
company. "It is a different era for our customers and for the company," a spokesman
said.
-'OIIERTlSEI.'ENTS

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"I never had a clue about the amount of off-the-cliffactivity that was going on at
Washington Mutual, and I was in constant contact with the company," said Vincent Au,
president of Avalon Partners, an investment firm. 'There were people at WaMu that
Ad. by Google
2 0f7 12/30/2008 II: 13 AM
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 13 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 14 of 25
The Reckoning - WlII\'lu Hui It [In On Bad l.oans - Series - NYTilllc... hllp:llwww.I1Ylimes.co11l
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l"alL'd nuthin); more th:lll a shnm or charade. These people broke e\"Cry
f\llld:, menIal nile of nll111 i a COl1lll:111Y.·
Some WaMIl employ...·••.. who work.....:1 for Ihe bank during the boom now han' ll.1jrels.
was a dis);r.lce, $1l{!U:1ll3 Zwl'ibcl. :1 fonner financial repl"CSCntalil"C al a WaMu
br.lIlch III 1·1:1. ·WI· were gh'ing loans 10 poeople Ihat ne"... '!' should havc had
loons:
If Ms. Zwcibcl oo.lbtcd whelher customers could JXI)'. sllpenisors din.'Cl.I'! her 10 kl'Cp
she !hIltl
"We were lold from III' :-1)(I\'c Ihal Ih:Il's not Ollr concern,' she !hIid. "Olir concern is just
10 wrile Ihe loan:
·1111' IIltimate SUllCl"\isor:1I WaMIi Mr Killinger. who jOIl1...od Ihc OOIl1IJan)' III 19BJ
alld b"''ClllllC child C.\:l...·IlIIII· 111 1l}90, lie mheriled a bauk Ihal was founo..:d in 1881) and
hatl...unil....od Ihe l'>l,>pn'S.Slun :md the scandal oflhe 198us.
An Ul\'CSlmenl anal)'SI b)' lramlng. he was allunt.od 10 Wall Stn.'Ct's for
llclwl'Cn 10111' 19<}6 and COIrI) :2002, he Iransformed WaMu into Ihe naliou's si:Clh-lal'l;l'St
b:UlJ. Ihruugh a series of acquisitions.
Acnlcial deal came in 1<)99, with the purchase of Long Beach Financial, a California
lender spl.'cia1i:ljng in subprime mortgages, loans extended 10 borrowers with troubled
"n.odit.
WaMu undt:rsoon.od its eageOlcss to lend with an advertising introduced
during the 2003 AcadcllI)' Aw:mls: -rhe Power ofYcs." No Illere advertising pilch, Ihis
was also Ihe rmllllr.l insidc thc b<lnk, undcrwriters !hIid.
"W:IMu carne Ollt with lhat and thaI was what we had to live lois, ".abllck
said. "We jokl'!l about It a 101." ,\ file would gl.'l 11l:lrked problemalic and then somehow
gel appro\'l'!!. "We'd say: 'O,K,! ']111' power of ycs: "
I{...,\'enue at WaMu's home.lending unit swelll'll frum $707 million in 2002 to almost $2
billion Ihe following )'('al", when the I'ower of Yes· campaign st:lrtlod.
Hc1ween 2000 and 2(/O:!. W:IMll'S I'Cl:lil br.lIlchcs gI'Cw 70 percent, l'Caching 2,200
anuss 38 SlaleS, :IS lhl' bank IISl'll an inlagc of chcek)' irrc\"Crenec to attr.lct new
eUSlolllers. In :Ids, casually dressl'll WaMu employ...'CS ridicult'll staid
b:lIlkers ill suits.
IlrHllches were pllshl'll tu inlTC:ISC lending. "It was just disgusting," said r.ls, Zwcibcl,
the Tampa represenlati"e. -I'hcy wanted you to spend lime, while yOtJ're running Ieller
tr.lnsaetions 1111d opel1lng thlocking accounts, selling pt.'Ople lo;lns."
EmplO)'l'CS in Tampa who fell short were orden.'<!lo drive 10 a WaMu office in SaraSQIa,
an hour away. There, they sat in a phone bank with 20 other pt.'Ople, calling t:ustomcrs
to push home equity 100\ns.
-ille n.'gional manager would be O\'f!r your shOlllder, listening to e\'eI')' ..... Ms,
Zweibcl rct.:allcd. treatl'<! US like we were in a
On the other end of Ihe counlry, at WaMu's San Diego processing office, 1\ls. "..aback's
job was to lake loan applicalions from branches in Soulhern California and make sure
they passed muster, Most oflhl' loans she said she handled merely required botTowers
to provide an address and Social Security number, and to state their income and assets.
She 10111 applications Ihrough WaMu's romputer system for appI'O'o'3.l. If she nceded more
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12/3012008 11: 13 AI\ 1
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 14 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 15 of 25
The Reckonilll; - IlLii 11 an bllpiro: on Bad Loans - Series - NYTime... http://www.n},til1ll:s.connOOSI12128/busillcssl28warnu.J111l11? r I w...
infurmatu.m. bhe had to t'tlllsuh with :1 lo;lI1 officer - which she dcscrilx:d as all
UI1I11o.::1S;IOt .....,. -n1t.'y would be furinl"": rots. ,..aback said. -rhey wuuld ]Jut it Oil
)"Ou, that they tn I:etllaitl iryou stood in the way."
On Olle lo;lll ;lllplicatlnn III 2005,:1 borrower idcntilk-d himsclf as:. g:ll"tlener ami listed
hls mouthl) Int"Ome ;.t S12.00U. 1\ls. rt.'t"allcd. She rould not verify his busiUt:s...
lit.....nsc. so she touk th... file to her buss, 1\lr. "arsons.
lie u.st.-d Ihe lIl"riachi sing...r as illspiration: a phO!oofthe borrower's truck .."nbl"7.(llR'tI
Wllh Ihe nallle of his business wenl inlo Ihe file. AIlPro-'\.'tI.
Mr. 1';l!'Sons. who work..'tI for WaMu in s',n Oit:go from about 2002 thfOl.lgh :WOS. said
hiS bUllCr'\isors oonstanlly Ilraiscd his performance. -My numbers were thfOl.lgh the
roof," he said.
On allot her occabioll, Ms. i'..abad askt.'tI a loon officer ror \'erification of an applicant's
assets. 'Ibe officer senl a Idlcr from a bank showing a balance of about 5150,000 in the
borrower's aecount, she rt't:<ll1et1. But when Ms. i'...aback called the bank to confiml, she
lold the halance was only 5s,()(H).
'Ibe Io;m offiCL'f ).....lll'tl at hl'f, Ms. 'i'...aback recalled. "She said, 'We don'l call the bank 10
\'erify:" Ms, Zab:lck said she told Mr. Parsons Ihat she no longer "-anled to work wilh
Ihal loon officer, bul he n'llhl'tl: -roo bad."
Shortly thef'C",lftL'f, Mr disaj)llCart.--d from the office. Ms. Zaback later learned of
hiS arrc:.t for burglar'\ ,md tlmg IlOSSeSSion.
-nle shl'Cr ""Orklo;ld al Wa,\lu ensllrt.'tIlhat loan I'l'\iews were limilL'tI. Ms. !'...aback's
office Iwd 108 pl'Ollle, 111ld Sl'\-eral hundl'l'tlnl.....· files a day. She was l'l'quirt.'tIto Ilrocess
;ltlt';lst 10 files daily.
"I'd typically spend a maximum or 35 minutes per file: she said. "It was just
dishearlcninl;. ,h.. spit it out and gel it done. That's what they wanled us to do.
Garbllge ill, and garlmF,c Oil\."
KcferrillFccs for l.AlOIIl."
WaMu's boiler room culture flolirisllL'tI in Southern California, where housing prices
rose so Tllilidly durin!; lhe huhble thaI creativ.... financing was nl't'tlL'tI to atlr;lct buyers.
To that .... nd. WaMu elll!Jr.H·L'(l so-called option AlUlls, adjustable rate mOl1gages that
entic.... d bOl"l"owers wilh a s.... It't:tion or low initial rat ....s and allowed them 10 dl't:ide how
Illuch to PllY each month. But people who opted for minimum payments were
underpaying the interest due and adding to their principal, c\'entually causing loan
1',Iyments to balloon.
Customers were oneil left wilh the impressioll that low payments would continue long
tenn. according to former WaMu sales agcllts.
For WaMu, \'ariable-ratc loans - option ARMs, in particular - were L'Spedally
attr.ll1.h'e because tht'} I'arrit.<d higher fees than OIher loons. alld allowed WaMu to book
profits on inteTCSt P;I\ Ihal borrowers deferred. /l.ccatISC WaMu was selling many
of ils loons 10 in\·cstors, illhd nO! WOrt)' about defaults: by the time loans went bad,
the)' were often m O!ht'r hmuis.
WaMu's adjuslable"l11te mortgages expanded from about one-rourth of new home loans
m 2003 to 70 I\CTCCnt by 2006. In 2005 and 2006 - when WaMu pushed option ARMs
most ag,grcssi\'ely - Mr. Killinger received pay of 519 million and 524 million
TCSIJCd.i>'c1y.
The ARM Loan Niche
40f7 12130/2008 11: 13 AM
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 15 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 16 of 25
The Reckoning - Wai..,lu Buill;1Il I:mpirc on 13:1<1 Loans - Series - NYTime ... hl1p:!lwww.nytimcs.con¥200lUl212H/husincss/2Hw'llllU.htllll? I' I&sq w, ..
5 on
retail office in Downey, C:llif.. sp(.'eializ(:d in selliu!', option ARMs to
l';ltino customers who spoke lillIe English :md on :I(kil.'e from real estate
brokers. aCl,;ording to a form"r sales agent who requested anonymity bec:wsc he W;IS still
in the mortgage business.
According to that "genl. WaMu turnl...l real cst:lte into a pipeline for loan
applic<ltions hy enabling them to collect "referral fees" for dients who be....:II11C W;IMu
borrowers.
llnp;rs were typic:dly obli\"lolls 10 agellts' fees. the :I);ent s:lid, :lIlt! <lgents rarely
explained the 1();1Il terms,
'Their Realtor was their tnlsled friend," the agent said, -!1le I{e.. ltors would sell them
on a minimuill payment, :lIld that W,IS an outright lie:
to the the str;ltegy was the hnlinchild ofThonms Ramire7. who
oversaw a sales teHm of ahout:w agents at the Downey br,lIlt:h the firstlwlf of
this decade, ami now works fur \\',,11..
l\'lr. Ra mi l'ez conIi rmed that he and his tea m enahied real estate a);en ts to t:ulle<:t
commissions, but he maintained thaI the fecs wcre fully disclosed,
"1 don't think the bank w\luld hu\"e let us do the progl-arn if it was bad," Mr. Ramirez
said.
tllr. Rnrnireis team sold nenrly $1 billion w011h urloans in 2004, he s:lid. His
performalKe made him a pcren nial mcmher of WaMll'S Club, which brought
hi); bonuscs and rccognition at .Ill :,wilrds ceremony tYllic;tlly host\.'l.l by Mr. Killingcr in
tropical venues like Hawaii.
Mr. snccess llrompted WaMu to pOjlul;lte a neighboring lJUilding in Downey
with 10;ln processors, underwriters and appmisers who worked ror him. The fees proved
so enticing that real estate agents an;v\."{1 in Downey from :11J over Southern Californi;l.
bearing and seven loan applications at a time. the fonner agent sait!o
W:tMu b,l1lned rcfernll fees in 21106, fearing theyoould be\."tJllstnied as illegal payments
from the bank to agents. nut the bank alJow\."{1 Mr. R'llnircz·s teallltOl'Ontinue using the
rererJ<11 fL-.::s, the agcnt said.
Forced 0111 With Millions
By 2005, the word was out that WaMu would alX:epl appJientiotls with a mere statement
of tbe borrower's income and assets - often with no documentation J"t.'quired - so long
as t:rl'llit scores were mk'qllate, according to Ms. Zabaek and other underwriters.
"We h"d a flier that s:lid, '/\ thin file is 11 good file:" n..'Calll'<i Michele Culbertson, a
wholes1IIe s,des agent with WaMu.
M;lI1itlc Lado. an agem in the Irvine, Calif., office, said she coached brokers to leave
paris of applications blank to avoid prompting "erilication if the borrower's job or
income was sketchy.
"We were looking for people who understood how to do loans at WaMu," Ms. Ladosaid.
TOPllroduccrs became helllcs. Cr.lig Clark, called the "king of the option ARM" by
colleagues, dus\.oJ loans totaling about $1 billion in 2005, according to four of his fomler
l"t)Workers, a tally he amassed in J><lrt by challenging anyone who doubled him,
"He was a bulldozer when it callle to getting his stuff done," said Lisa Alvarez, who
worked in the Irvine office from 2003 to 2006.
Christine Crocker, who managed WaMu's wholesale llndelVo'riting division in Irvine,
1213012008 I I : I 3 AM
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 16 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 17 of 25
The Reckoning. Wa/\llIlllIilt;m I',mpirc on Bad Loans - Series - NYTimc.. http://www.nytimcs.conV200S/12I2S/busincssl2Swamu.html? r I&sq \1,.,
une mortga);,c 10 an elderly couple from a broker on 1\1r. Clark's
With a ...'t.i in..."Omc of about $3,:.WO a 1lI0nth, the t"Ouple lLt'(.'t.it:d a loan. But
thcir bmkcr can1l.'J commissiOlL ufthl'l.'e points by arrJnging an option
ARM for them. :lIId did so hy listing their inrome as $7,000 a month. Soon, thcir
juml>o.:d frum rou);hly $1.000;\ month to aboul $3.000. C<lusing tht!11l to fall
bdund.
Mr. Clario:. who now ftJl'" .11'Morgan. refem:d calls to a rompany sllOkcsman. who
pro\id...'t.i no further dl.'l.ails.
In 2006, WaMu slowed 0l'tioll ARMlellding. But earlier, iJI-oonsiden:d loans had
alrcady begun hurting Its Tl'Sults. In 2007, it f'C'COl'ded a $67 mIllion loss and shut down
its subprime lendlllg unil.
II) the lime shan'holders JOllll't.i WaMu for its annual m... x1ing in Sc3ttle lasl April,
had posted a firsHlllart ... "T loss of $1.14 billion and incrcaS(.'d its loan loss rcseT'l'C
to $3.5 billion. Its sloo:L had lost more lhan half its \"3I11e in Ihe Ill"l-,....ious two months.
NIger was III Ihe aIr
Some .shareholders wen' lmte Ihat Mr. Killinl,er and otht."T c....... 'CUth'CS ..'Cre excluding
losses from the "'''OlIlputalion of their honu5eS. Others Wl-re enraged that
WaMu lun1l'd tkwm an $8-a-share ta1u.'OI'Cr bid from JI'MOIl:an.
wCalm down and haw a lillie faith; Mr. Killinger told the crowd. 'We will gl'lthrough
lhis:
WaMu ask... 'd shareholders to apJlTO\'C a $7 billion im'CSlmenl by Texas Pacific Groull, a
Ilrivolle l"(luity firm, and other unnamed ill\"CSIOI'S. 11.,lid Ilond.'nll.ln, a founder ofTexas
I'acific a fonner WaMu director, dldined to comment.
lloslile shareholders al);ued lhalthc deal would dilute Iheir holdings, but Mr, Killinger
foTl.'l't.i it through, saying WllMu dctlperJtcl)' lll'(.'t.il-d new capital.
Wt:eks later, with War-Iu in tatters, diTl"CIQrs stripped Mr. of his board
chainmmship. And tht! h'll1k bo..'gan including mortgage losses when calculating
cx... ·cutil'e bonus...'S.
In September, Mr, Killillger was fOIl,;ed to retire. that month. with War-Io bockling
under roughly $180 hi Ilion in lIIortgage-relall.'d 1011l1S, regulators seized lhe bauk and
sold itto,JI'Mnrgan for $I.l) billion, a frJt1ion of the $40 billion vllluation the stock
l11'1rket Rave WaMu at ils pc;lk.
tlillions Ih;lt had pluwt't.i into WaMu were wiped out, as were I)TOSjJl'Cts for
UHUly of the bank's 50.non emploYl'CS. UUI Mr. Killinger still had his millions. rankling
laid-otT workcrs and sharehulders alike.
"Kerr)' has over $IOU million O\'Cr his tenure baSt.'t.i on the aggressiveness that
sunk the compmly: said Mr. Au, the money manager. "lIo\\' does he justify takillg that
nlOn... ')'?"
In June, Mr.I\U sent all e-mail message to the rompanyasking executivcs to return
some of their pay. lIe says he has not heard back,
6 of?
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12/30/2008 II: 13 AM
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 17 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 18 of 25
The Reckoning - WaMu Buill an Empire on Bad Loans - Series - NYTimc... http://www.nytimcs.coml2008/12I28/business/28wamu.html?_r'" I &sq""w.'0
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70D 12130/2008 11: 13 M...I
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 18 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 19 of 25
Exhibit A-1
To Proof of Claim of
Deutsche Bank National Trust Company
Agreement Original Collateral Current Principal
Issue 10 Tnllls:lction Series Dale Uahlllcc Balance 9125/08
L130002 1.011" BC':!ch l.oan Trust 2000-1 1211I00 1,000,000.594.71 34.811,895.51
LBOOFI Deach Ilome E, uilY Loan Trust 2000-LB I 8/1/00 1.312,248,898.65 59,532,662.65
L130101 Beach Loan Trust 2001-1 3/1/0 I 725.466,488.78 36,039,908.53
LBO I 02 Beach Mortnagc Loan Trust 2001-2 7/]/01 1.594.353,660.72 71,505,949.50
LBOI03 Lone Beadl Mortgage l.oan Trust 2001-3 911/01 1,001,006,145.53 49,540,692.95
I.BOI 04 l.otH!, Bl.'ach MOrll.\a!!.l' LOlln Trust 2001-4 12/1/01 1,999,995.140,51 104550975.6
LB0201 LOll.1! Beach Mort 'a"c LOlll1 Trust 2002-1 4/1/02 1,600,002,996.85 78,50 I, 73?.67
LU0202 LOll' Beach Mort 'auc Loan Trust ?002-2 6/1/0? 1,000,001,438.60 52,95 I,722.09
1.110205 1.011" Beach Mort",age Loan Trust 2002-5 11/1/02 1,000.000.848.34 73,845,139.93
LU0301 LOll" Beach Mort 'auc Loan Trust 2003-1 211/03 2.000,000.169.33 130,090,598.75
LB0302 Lon' Beach Mort",;ll!.e Loan Trust 2003-2 411/03 926,370,950.24 63,358.995.33
LB0303 1.011
0
Beach Mort 'auc Loan Trust 2003-3 611/03 900.000,208.99 75,119,530.93
LB0304 Lon.g Beach Mort ',agc Loan Trust 2003-4 711/03 ?,200,000,305.17 224.438,308.88
L130401 Lono Bcach Mortgauc Loan Trust 2004-1 2/1/04 4,500,000,018.86 532,202.224.67
LB0402 Long Beach Mort ',age Loan Trust 2004-2 5/1/04 1,519,139,252.43 204,931.765.30
1.130403 Long Beach Mort ',age: Loan Trust 2004-3 6/1/04 1.999,383,410.65 292,775.378.36
LB0404 Lon' Beach MOl1"auc Loan Trust 2004·4 9/1/04 2,719,328,087.12 386,675,678.52
LB0405 Lon!!, Beach Mort"auc Loan Trust 2004-5 811104 1,015,407,092.63 151,014,830.26
LB0406 Long Beach Mort"a"c Loan Trust 2004-6 10/1/04 1,104,297,532.58 165,563,241.68
LB0501 Lonl!. Beach Mort 'aoe Loan Trust 2005-1 1/1105 3,500,003,000.56 581,873,653.66
LB0502 Lon' Beach Morum'c Loan Trust 2005-2 411/05 2,500,002,732.02 485,463,232,28
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 19 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 20 of 25
Exhibit A-1
To Proof of Claim of
Deutsche Bank National Trust Company
Agreement Original Coll:ltcral Current Principal
Issue 10 Transaclion Series Dale Balance Dahlllcc 9/25/08
LHOS03 Beach Mortv,agc Loan Trust 2005-3 9/1/05 1.527.819.573.20 496.077.274.56
LB05WI LOllg Deach Mon!!.:!gc Loan Trust 2005-WLI 7/112005 2,783.633.153.00 624.023.514.56
l,B05W2 LOlIg Beach Mortgage Loan Trust 2005·W12 8/1105 2.755.716.668.32 791.199.316.92
1.005W3 Long Beach Mong:ly,c Loan Trust 2005-WL3 1111/05 2.191.257.007.17 827.566,265.49
LB0601 Lon' Beach Mortgage Loan Trust 2006-1 211106 2.499,987.903.06 1,160.361,979.44
I,B0602 Long Beach Mortgage Loan Trust 2006·2 3/1/06 3.003.799.169.81 1.386.914,706.65
I..H0603 LOllg Beach Mon!-\:lgc Loan Trust 2006-3 4/1106 1.743.796,134.40 888.155.925.30
1.130604 1.011" Ik,ICh Monuagc 1.0.111 Trust 2006-4 5/1/06 1.922.678.765.19 1.053.549.54
7
.12
1.00605 Lon!!, n ...ach l.oan Trust 2006-5 6/1/06 1.925.001.176.58 1.061,9
7
4.757.27
1.130606 I.Oll!!, Ikach MOr1!!.a 'c Loan Trusl 2006-6 7/1/06 1.688.107,433.24 1.031,620.844.36
1.00607 LOll!:! 1),..'ICh Mort 'a 'C Loan TruSI 2006-7 8/1/06 1596.611,009.81 1,066,308,386.86
1.00608 OCllch MOrl"ll"C Loan Trusl 2006-8 9/1/06 1.380,727,06
7
.40 954,086,893.15
LB0609 LOll' Dcach Mortea 'C Loan TruSI 2006-9 10/1/06 1.520,086,184.10 1,091,628.311.24
LB060A LOll!!, Bcach Mort!!,llt\c Loan Trusl 2006-A 5/1/06 532,619,585.98 144,205.711.88
1.130610 LOll!!. BCllch Morl.!!.a 'c Loan Trusl 2006-10 11/1/06 1,008.199,873.58 740,325,465.511
LB0611 LOllI!. Dc,u.:h Mortea 'C Loan Trust 2006-11 12/1/06 1,499,999,921.58 1.126,024,144.81
I.B06WI Lon" Beach MOrl!!"tgc Loan Trusl 2oo6-WLI 1/1/06 1.903.659,401.04 810,309.534.48
LB06W2 Lon.!!. Bc,lch Morl"a"c Loan Trust 2006-WL2 1/1106 1.908,950,760.04 739,358.759.85
LB06W3 Lon!!, BCilch MOrl"a 'e Loan Trust 2006-WLJ 111106 1,917,874,232.74 737,068,803.57
WashinglOn Mutual MOrlgage
WAoool Securitics Corn. 2000-1 3/3 1/00 6,701,536,869.34 480,305,038.41
Washington Mutual Mortgage
WA0107 Securities Corp. 2001-7 5/1/01 1,051,032,555.94 19,541,729.02
Washinglon Mutual Mortgage
WAOIA3 Securities Corp. 200I·AR) 11/9/01 1.167,350,333.57 32,739.901.70
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 20 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 21 of 25
Exhibit A-1
To Proof of Claim of
Deutsche Bank National Trust Company
Agreement Original Collateral Current Ilrillciplil
Issue ID Tr;llIs,lction Series Dale Balallce Balance 9125/08
Washington MUlual Mortgage
WA02A2 Securities Corp. 2002-AR2 2126/0" 846,869,196.58 133,386,070.04
Washington MUlual Mortgage
W1\021\6 Sccurilks Com. 2002-I\R6 511/02 976,270,151.47 33,967,22?14
W;lshinglon Mulu;ll Mortg,lgC
WI\021\9 Securities Corp. 2002-AR9 7/1/02 [,497,233.409.59 63,032,301.89
Washington Mutual Mortgage
WAUlAe Securities Corp. 2002-I\R12 911/0'" 998,7')4,014.44 7.164.395.08
Washington MUlual Mortgage
WI\021\D Securities Com. 2002-i\1{ 13 9/1/02 80 I,90 1,920.87 6,622,003.44
Washington Mutual Mortgage
WI\O"I\[ Securities Corn. 2002-I\R14 10/25/02 1.028,589,782.28 10,938.312.60
Washington Mutual M0I1gage
WA02AF Securities Corp. 2002-AR 15 1011/02 1,975.024,800.28 22,477,420.27
Washington Mutual Mortgage
WA07AG Securities Corn. 2002-AR 16 1011102 1,030,719,967.88 21,216,427.56
Washington Mutual Mortgage
WA02AI-l Securities Corp. 2002-AR 17 1011102 1,141,838,488.95 59,353,086.07
Washington Mutual M0I1gage
WA02AI Securities Corp. 2002·ARt8 1111102 1,995,977,878.00 48,423,693.51
Washington Mutual Mortgage
WA02AJ Securities Corn. 2002-AR19 1211102 1,999,854,039.48 47,816.425.15
WAOHI Washin\!.ton Mutual Bank FA 2002-PR1 9127/02 $1,810.000.000.00 $412,182,199.00
WAO"'T2 Washin 'ton Mutual Bank FA 2002-PR3 11126/02 $1,569,403,402.00 $460,528,036.14
Washington Mutual Mortgage
WA03A] Securities Com. 2003-AR 1 1/1/03 1,929,958,305.53 78,084,582.05
Washington Mutual Mortgage
WA03A2 Securities Corp. 2003-AR2 2/1/03 453,072,396.92 14,354,070.03
Washington Mutual Mortgage
WA03A3 Securities Corp. 2003·AR3 2/1/03 1,498,678,348.09 76,606,402.47
Washington Mutual Mortgage
WA03A4 Securities Com. 2003-AR4 3/1/03 1,248,537,577.61 96,324,730.77
Washington Mutual Mortgage
WA03A5 Securities Corp. 2003-AR5 4/1/03 ],497,993,405.95 191,453,076.81
Washington Mutual Mortgage
WA03A6 Securities Corp. 2003-AR6 5/1/03 ],817,570,225.97 273,859,507.75
Washington Mutual Mortgage
WA03A7 Securities Com. 2003-AR7 6/1/03 1,782,734,144.99 330,974,020.39
Washington Mutual Mortgage
WA03A8 Securities Com. 2003-AR8 711103 1,249,964,133.60 306,284,588.45
Washington Mutual Mortgage
WA03A9 Securities CorP. 2003-1\R9 8/1/03 1,499,961,494.15 459,523,660.91
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 21 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 22 of 25
Exhibit A-1
To Proof of Claim of
Deutsche Bank National Trust Company
Agreemellt Origillill Collateral CurrclIll'rinciplil
Issue 10 Transaction Series Dille Ualancc 8alance 9125/08
Washington Mutual Mongilgc
W1\031\/\ Securities Corp. 2003-I\R 10 911/03 2.149,945.638.93 758,972.394.10
Washingtoll MUlual Mortgage
WA03l\B Securities Com. 2003-AR II 10/1/03 569,335,006.37 201,418.222.95
Washington Mutual Mortgage
WA03l\C Securilil'S Com. 2003-AR12 12122/03 624,366,307.97 169.054.089.25
Washington Mulual Mongagc
WAD·I" 1 Securities Corp. 1004-1\1{ I 2/12104 549,954,684.34 184.779,040.96
Washington Mutual MOl1gagc
WI\()4A2 S c c l l r i l i c ~ Corn. 2004-AR2 4128/04 607.568.701.01 75,847.329.67
Washington Mutual Mortgage
WAG41\) S('curilics Com. 2004-AR3 4/27/04 1,199,094.712.64 627.200,249.89
Washington Mutual Mortgage
W1104114 Securit ies Corp. 2004-IIR4 5125/04 999,949,639.60 640.104,266.85
Washington Mutual MOJ1gage
W1104115 Securities Corn. 2004-IIR5 5125/04 324,778,296.44 319.246,042,00
Washington Mutual Mongllge
W1104116 Securities Cor). 2004-AR6 5127/04 694,961,493.88 120,471,550.20
Washington Mutual Mong<lge
W1104117 Sec.:urities Corp. 2004-AR7 6124/04 899,173,380.28 557,746,399.24
Washington MUtulll Mortgage
W1104118 Securities Corn. 2004-IIR8 6/25/04 763,8?4,537.00 135,742,545.16
Washington Mutual Mortl;age
W11041111 Securities Corp. 2004-IIRIO 7/27/04 1.264,666.962.70 243,688,955.92
Washington Mutual MOl1gagc
W1I0411C Securities Corp. 2004-IIR 12 10/26/04 1,784,625,919.86 340,395,443.18
W<lshinglOn Mutual Mortgage
W1I0411D Securities Corn. 2004-IIR13 11/23/04 1,539,705,677.27 325,216,452.97
Washington Mutual MOl1gage
W1105111 Securities Corp. 2005-AR 1 1/18/05 2.971,414,173.32 714,587.307.20
Washington Mutual Mortgage
WA05A2 Securities Corp, 2005-AR2 1126/05 3,267,405,771.83 920,722,624,68
Washington Mutual Mortgage
WA05A4 Securities Com. 2005-AR4 3/24/05 750,504,106.41 506,442,449.82
WashinglOll Mutual Mongage
WA05A6 Securities Corp. 2005-AR6 4126/05 3,167,184,178.32 932,737,574.84
WashinglOn Mutual Mortgage
WA05A8 Securities Corp. 2005-AR8 7/15/05 3,029,599,417.91 893,576,756.98
Washington Mutual Mongage
WII05119 Securities Com. 2005-AR9 7/21/05 1,505,402,999.34 423,68 I,934.44
Washington Mutual Mongage
WA05AA Securities Corp. 2005-AR10 8/25/05 3,201,069,294.58 I, I04, 192,858.61
WA05AB WaMu Asset Acceptance Corp. 2005-AR13 10/25/05 3,90 I,265,905.06 1,555,245,023.74
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 22 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 23 of 25
Exhibit A-1
To Proof of Claim of
Deutsche Bank National Trust Company
Agreement Original Collateral Current Principal
Issue 10 TnlllSllcliol1 Series O;ltc Balance Balallce 9nS/08
WI\05AC W,IMu Asset A(,;cCplllllCC Corp. l005-AR 16 11123/05 9
7
4,385,186.87 709,012,720.73
WI\05!\D WaMul\ssct Acccolancc Com. lOOS-ARI8 12129/05 767,442,752.54 759,313.543.32
Washington Mutual 1I0ille Equity
WI\0601 Trust I 31712006 5,389.459,150.00 3,561,666,083.13
Wl\0602 WaMu 2006-01\ I 12/1312006 2,736,034,892.85 1,376.479,667.76
W1\061\ 1 WaMu Asset ACccotlltlCC Com. 200G-AR I 1/30/06 1,516.188,758.27 719,35?,278.04
W1\061\3 WaMu Asset Acceptance Corp. 2006-AR3 2123/06 1.019.582,771.26 512,708.347.22
Washingtoll Mutual MOl1gagc
W1\061\4 Securities Com. 2006-AR4 4/25106 932,087,563.09 474,865,940.42
WA06A5 WaMu Asset Acccnlallce Com. 2006-AR5 5/25/06 796,522, I88.53 481,442,704.76
One Revolving Pool
WA06C[ WM Covered Bond Prooral11 I 5/18/07 ror all Series
One Revolving Pool
WA06C2 WM Covered Bond Proor,un 2 5/18/07 ror all Series
WA0701 WaMu 2007-Flcx I 10/25/2007 5,199,147,685.89 4,067,805,919.38
One Revolving Pool
WA07C3 WM Covered I30nd Program 3 5/18/07 ror all Series
WA071[1 WllMu Asset Acccptance Com. 2007-HEI 111/07 1,393,794,25 [.58 1,096,561,655.17
C09201 COllst Federal 1992-1 811/92 374,[06,546.77 17,992,505.24
D89902 Ace Securities 1999·2 7/1/99 416.860,972.94 9,435.113.28
MSOOOI Moroan Stanley ABS Canital [ Inc. 2000-1 711/00 360,107,788.57 7,463,097.13
GS06Ll GSAMP Trust 2006-S I 111/06 516,812,864.78 122,133,901.15
GS05X2 GSAMP J'ruSI 2005-S2
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 23 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 24 of 25
Exhibit A-2
To Proof of Claim of
Deutsche Bank National Trust Company
Lurrcnl
Issue ID Trullsaclion Series Agreement Dlile I)rincinal Dal:lIlcc
LB05NJ Lon!.: Beach Asset Iioldin • Corp. eI2005-WLI 10/2112005 70.367,411.73
LB05N4 LOll" Ikach Asset lIatdin ' Corp. eI2005·W1.2 I)nl2005 12,747.551.05
LB05N6 Long Bt:,ICh Asset Ilolding Corp. eI2005-WLJ 1217/2005 20,387,875.63
Ll306N6 Lon.. I3C:ICh Asset flolding Corp. el 2006-3 41'2:612006 77,879.138.01
LB06N7 Long B('ach CI NIM Notes 20064 513012006 32.297.749.83
LB06N8 Long Beach CI NIM Notes 2006-5 6/3012006 31,437.470.34
L1J06N9 LOll!.!, Bl.'ach CI NIM NOles 2006-6 7/3112006 27.629.292.83
L1306NA Lon!!, Ikach CI NIM NOles 2006-7 8/31!2006 33,011.254.77
LB06NB Long, Beach CI NIM NOles ')006-8 9/2712006 24,248,851.46
LB06NC Lon1'. Beach CI NIM Notes 1006-9 1013012006 39.191.206.64
L1306ND LOll!!. Beach CI NIM Notes 2006-10 1112912006 26.473,498.22
LB06NE Long Bcach CI NIM Notes 2006-11 1212712006 40,894,919.43
WA07NI WaMu CI NIM NOles 2007-WM 1
1/30/2007 30,502,4 16.51
LB03Pl
(LB03PB) Lon!.! Beach Securilies Com. 2003·1'1 (2003·W5) 4/30/03 TBD
LB03P2 Long BCilch Securities Corp. 2003-W9 6/26/03 TBD
I.B04N2 Lon}!, Beach Asset Iioidin J Corp. 2004·2 5/26/04 TOD
LB04N4 Lon.1!. Bcach Asset Iioidin J Corp. 2004-4 11124/04 5,755,410.65
LB04N6 Lon" Beach Asset Iioidin" Corp. "004-6 10/29/04 9,158,820.66
LB05N2 L o n ~ Beach Assel Iioidin" Coru. 2005-2 4126/05 15,457,776.33
L1305N5 Lonl! !lcach Asset Holdin" Com. 2005-3 9120/05 8,131,609.43
L1306N2 Lonl! !leach Asset I-Ioldin
o
Coru. 2006-WL2 3/3012006 43,959,237.65
LB06N4 Lonl! Beach Asset Holdinl! Corn. 2006-1 2/28/06 41,252,394.94
LB06N5 Lonl!. Beach Asset Holdin" Corn. 2006-2 3/30/00 55,779,764.27
LB07P3 Lonl!. Beach Asset Holdinl!S Corn CI 2003-3 11/16/07 TBD
LB07P4 Long Beach Asset Holdings Corp CI 2003-4 11/16/07 TBD
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 24 of 52
Case 1:09-cv-01656-RMC Document 1-1 Filed 08/26/09 Page 25 of 25
Exhibit A-3
To Proof of Claim of
Deutsche Bank National Trust Company
Issue II) Transaclioll Date
LB03CM LOll!!, Ik;lCh MOl11!;I1,t.C COllllKUlY Custodial A"rccmcnt 10/15/2003
FB022C ASSI: r BACKED SECURITIES CORP. 2002-IIE3 10/1/2002
FB050C CKI:DIT SUiSSE FIRST BOSTON BII)I\R rv 6/112005
GC04FC (iREI:NWICII/DB FilA. VA AND CONVENTIONAL 512012004
GC().IJC 2004-RPI 512012004
GC056C GREENWICII RI3SGC 2005·RPI 2/112005
GS04WC GOLDMAN/LONG BEACH WAREHOUSE 12/lnOO4
GS052C GOI.DMAN!WI\511INGTON MUTUAL CUSTODY WAREJ-IO 11112005
GS05CC GSAA 2005·7 SECURITY CUSTODY ONLY 61112005
GS063C GSAA 2006-1 CUSTODY ONI. Y 6/1/2006
GS06FC GSR lOOG-SF CUSTODY ONLY 5/112006
GS0611C GSR 2006 6F CUSTODY ONLY 6/112006
GS06MC GSR 2006-8F CUSTODY ONLY SECURITY 8/1/2006
GS06RC GS\{ 2006-9F CUSTODY ONLY 10/112006
GS078C GSR 2007·2F CUSTODY ONLY 3/112007
GS07BC GSR 2007-3F CUSTODY ONLY 4/112007
GS07EC GSR 2007-4F CUS roDY ONLY 6/112007
LB032C LONG BEACH/FANNIE MAE 1'001.5 5/1/2007
l.B052C WASJ [INGTON MUTUALJLBMC REPO FACILITY 6122/2005
L11012C LEIIMANrnIORNBURG-SASCO 2001-8A 5/1/2001
L1107EC LEIIMANI SASCO 2007·GEL2 4/112007
MS02BC MORGAN STANLEY 2002-WLI BANK ONE TRUSTEE 6/112002
MS02JC MORGAN STANLEY/LONG BEACH 10/112002
MS03EC MORGAN STANLEY· WAMU 91112003
MS045C MORGAN STANLEY FANNIE MAE 312312004
MS04GC MORGAN STANLEY FREDDIE MAC 8/1812004
WA071C WASlllNGTON MUTUAL WAMU 2007-1-1[2 4/1012007
WA072C WASIIINGTON MUTUAL WAMU 2007-I-IE3 5/10/2007
WA073C WASIIJNGTON MUTUAL WAMU 2007-1-IE4 6/1312007
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 25 of 52





















EXHIBIT 4

Electronic Version of Agreements:
filed in CD-Rom format
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 26 of 52





















EXHIBIT 5
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 27 of 52
SE 2144624 v5


MORTGAGE LOAN PURCHASE AGREEMENT
This is a Mortgage Loan Purchase Agreement (the “Agreement”), dated
February 24, 2006, between Long Beach Securities Corp., a Delaware corporation (the
“Purchaser”) and Long Beach Mortgage Company, a Delaware corporation (the “Seller”).
Preliminary Statement
The Seller intends to sell certain mortgage loans and the swap agreement to the
Purchaser on the terms and subject to the conditions set forth in this Agreement. The Purchaser
intends to deposit the mortgage loans and the swap agreement into a mortgage pool constituting
the trust fund. The trust fund will issue asset backed certificates designated as Long Beach
Mortgage Loan Trust 2006-2 Asset-Backed Certificates, Series 2006-2 (the “Certificates”).
The Certificates will consist of twenty-one classes of certificates. The Certificates will be
issued pursuant to a Pooling and Servicing Agreement, dated as of March 1, 2006 (the “Pooling
and Servicing Agreement”), among the Purchaser, as depositor, Deutsche Bank National Trust
Company, as trustee (the “Trustee”) and the Seller, as master servicer (in such capacity, the
“Master Servicer”). Capitalized terms used but not defined herein shall have the meanings set
forth in the Pooling and Servicing Agreement.
The parties hereto agree as follows:
SECTION 1. Agreement to Purchase.
The Seller agrees to sell, and the Purchaser agrees to purchase, on or before
March 7, 2006 (the “Closing Date”), certain fixed-rate and adjustable-rate residential mortgage
loans (the “Mortgage Loans”) and a swap agreement, dated March 7, 2006 between
Washington Mutual Bank and Bank of America, N.A. (the “Counterparty”) as set forth on
Schedule A attached hereto (the “Trust Swap Agreement”). The Trust Swap Agreement will be
novated to the Seller pursuant to a novation dated as of March 7, 2006, among the
Counterparty, WMB and the Seller. The Trust Swap Agreement will be novated to the
Purchaser pursuant to a novation dated as of March 7, 2006, among the Counterparty, the Seller
and the Purchaser.
SECTION 2. Mortgage Loan Schedule.
The Purchaser and the Seller have agreed upon which of the mortgage loans
owned by the Seller are to be purchased by the Purchaser pursuant to this Agreement on the
Closing Date and the Seller shall prepare or cause to be prepared on or prior to the Closing
Date a final schedule (the “Closing Schedule”) that shall describe such Mortgage Loans and set
forth all of the Mortgage Loans to be purchased under this Agreement. The Closing Schedule
shall conform to the requirements set forth in this Agreement and to the definition of
“Mortgage Loan Schedule” under the Pooling and Servicing Agreement. The Closing
Schedule shall be the Mortgage Loan Schedule under the Pooling and Servicing Agreement.
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 28 of 52
Exhibit 5 - Section 6 of MLPA, LB0602 02/26/06
SE 2144624 v5

8
(ix) Each Mortgage Note, each Mortgage, each Assignment and
any other document required to be delivered by or on behalf of the Seller under this
Agreement or the Pooling and Servicing Agreement to the Purchaser or any
assignee, transferee or designee of the Purchaser for each Mortgage Loan has been
or will be, in accordance with Section 4(b) hereof, delivered to the Purchaser or any
such assignee, transferee or designee. With respect to each Mortgage Loan, the
Seller is in possession of a complete Mortgage File in compliance with the Pooling
and Servicing Agreement, except for such documents that have been delivered (1) to
the Purchaser or any assignee, transferee or designee of the Purchaser or (2) for
recording to the appropriate public recording office and have not yet been returned;
(x) The Seller (A) is a solvent entity and is paying its debts as
they become due, (B) immediately after giving effect to the transfer of the Mortgage
Loans, will be a solvent entity and will have sufficient resources to pay its debts as
they become due and (C) did not sell the Mortgage Loans to the Purchaser with the
intent to hinder, delay or defraud any of its creditors; and
(xi) The transfer of the Mortgage Loans to the Purchaser at the
Closing Date will be treated by the Seller for financial accounting and reporting
purposes as a sale of assets.
SECTION 6. Representations and Warranties of the Seller Relating to the
Individual Mortgage Loans.
The Seller hereby represents and warrants to the Purchaser, that as of the
Closing Date with respect to each Mortgage Loan:
(i) The information set forth on the Mortgage Loan Schedule
with respect to each Mortgage Loan is true and correct in all material respects as of
the Cut-off Date, unless another date is set forth on the Mortgage Loan Schedule;
(ii) [reserved];
(iii) Each Mortgage is a valid and enforceable first or second lien
on the Mortgaged Property, including all improvements thereon, subject only to (a)
the lien of non-delinquent current real property taxes and assessments, (b)
covenants, conditions and restrictions, rights of way, easements and other matters of
public record as of the date of recording of such Mortgage, such exceptions
appearing of record being acceptable to mortgage lending institutions generally or
specifically reflected in the appraisal made in connection with the origination of the
related Mortgage Loan and which do not materially interfere with the benefits of the
security intended to be provided by such Mortgage, (c) other matters to which like
properties are commonly subject which do not materially interfere with the benefits
of the security intended to be provided by such Mortgage and (d) in the case of a
second lien, only to a first lien on such Mortgaged Property;
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 29 of 52
SE 2144624 v5

9
(iv) Immediately prior to the assignment of the Mortgage Loans
to the Purchaser, the Seller had good title to, and was the sole legal and beneficial
owner of, each Mortgage Loan, free and clear of any pledge, lien, encumbrance or
security interest 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. The
form of endorsement of each Mortgage Note satisfied the requirement, if any, of
endorsement in order to transfer all right, title and interest of the party so endorsing,
as noteholder or assignee thereof, in and to that Mortgage Note; and each
Assignment to be delivered hereunder is in recordable form and is sufficient to
effect the assignment of and to transfer to the assignee thereunder the benefits of the
assignor, as mortgagee or assignee thereof, under each Mortgage to which that
Assignment relates;
(v) To the best of the Seller’s knowledge, there is no delinquent
tax or assessment lien against any Mortgaged Property;
(vi) There is no valid offset, defense or counterclaim to any
Mortgage Note (including any obligation of the Mortgagor to pay the unpaid
principal of or interest on such Mortgage Note) or the Mortgage, nor will the
operation of any of the terms of the Mortgage Note and the Mortgage, or the
exercise of any right thereunder, render the Mortgage Note or the 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;
(vii) To the best of the Seller’s knowledge, there are no
mechanics’ liens or claims for work, labor or material affecting any Mortgaged
Property which are or may be a lien prior to, or equal with, the lien of the related
Mortgage, except those which are insured against by the title insurance policy
referred to in (xi) below;
(viii) To the best of the Seller’s knowledge, each Mortgaged
Property is free of material damage and is at least in average repair;
(ix) Each Mortgage Loan at origination complied in all material
respects with applicable local, state and federal laws, including, without limitation,
predatory and abusive lending, usury, equal credit opportunity, real estate settlement
procedures, truth- in- lending and disclosure laws, and consummation of the
transactions contemplated hereby, including without limitation the receipt of interest
does not involve the violation of any such laws;
(x) Neither the Seller nor any prior holder of any Mortgage has
modified the Mortgage in any material respect, satisfied, canceled or subordinated
such Mortgage in whole or in part; released the related Mortgaged Property in
whole or in part from the lien of such Mortgage; or executed any instrument of
release, cancellation, modification or satisfaction with respect thereto (except that a
Mortgage Loan may have been modified by a written instrument signed by the
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 30 of 52
SE 2144624 v5

10
Seller or a prior holder of the Mortgage Loan which has been recorded, if necessary,
to protect the interests of the Seller and the Purchaser and which has been delivered
to the Purchaser or any assignee, transferee or designee of the Purchaser as part of
the Mortgage File, and the terms of which are reflected in the Mortgage Loan
Schedule);
(xi) A lender’s policy of title insurance together with a
condominium endorsement and extended coverage endorsement, if applicable, and,
with respect to each Adjustable Rate Mortgage Loan, an adjustable rate mortgage
endorsement in an amount at least equal to the balance of the Mortgage Loan as of
the Cut-off Date or a commitment (binder) to issue the same was effective on the
date of the origination of each Mortgage Loan, each such policy is valid and
remains in full force and effect, the transfer of the related Mortgage Loan to the
Purchaser and the Trustee does not affect the validity or enforceability of such
policy and each such policy was issued by a title insurer qualified to do business in
the jurisdiction where the Mortgaged Property is located and acceptable to Fannie
Mae or Freddie Mac and in a form acceptable to Fannie Mae or Freddie Mac on the
date of origination of such Mortgage Loan, which policy insures the Seller and
successor owners of indebtedness secured by the insured Mortgage, as to the first or
second, as the case may be, priority lien of the Mortgage; to the best of the Seller’s
knowledge, no claims have been made under such mortgage title insurance policy
and no prior holder of the related Mortgage, including the Seller, has done, by act or
omission, anything which would impair the coverage of such mortgage title
insurance policy;
(xii) Each Mortgage Loan was originated by, or generated on
behalf of, the Seller, or originated by 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 by a mortgagee approved
by the Secretary of Housing and Urban Development pursuant to Sections 203 and
211 of the National Housing Act;
(xiii) With respect to each Adjustable Rate Mortgage Loan, on each
Adjustment Date, the Mortgage Rate will be adjusted to equal the Index plus the
Gross Margin, rounded to the nearest 0.125%, subject to the Periodic Rate Cap, the
Maximum Mortgage Rate and the Minimum Mortgage Rate. The related Mortgage
Note is payable on the first day of each month in self-amortizing monthly
installments of principal and interest (unless such Mortgage Loan is a mortgage loan
that requires the payment of interest only with respect to some or all of the related
monthly payments as indicated on the Mortgage Loan Schedule), with interest
payable in arrears, and requires a Monthly Payment which is sufficient to fully
amortize the outstanding principal balance of the Mortgage Loan over its remaining
term and to pay interest at the applicable Mortgage Rate. No Mortgage Loan is
subject to negative amortization. All rate adjustments have been performed in
accordance with the terms of the related Mortgage Note or subsequent
modifications, if any;
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 31 of 52
SE 2144624 v5

11
(xiv) To the best of the Seller’s knowledge, all of the
improvements which were included for the purpose of determining the Value of the
Mortgaged Property lie wholly within the boundaries and building restriction lines
of such property, and no improvements on adjoining properties encroach upon the
Mortgaged Property;
(xv) All inspections, licenses and certificates required to be made
or issued with respect to all occupied portions of the Mortgaged Property and, with
respect to the use and occupancy of the same, including but not limited to
certificates of occupancy, have been made or obtained from the appropriate
authorities and to the best of the Seller’s knowledge, the Mortgaged Property is
lawfully occupied under applicable law;
(xvi) All parties which have had any interest in the Mortgage,
whether as mortgagee, assignee, pledgee or otherwise, are (or, during the period in
which they held and disposed of such interest, were) in compliance with any and all
applicable licensing requirements of the laws of the state wherein the Mortgaged
Property is located;
(xvii) The Mortgage Note and the related Mortgage are genuine,
and each is the legal, valid and binding obligation of the Mortgagor enforceable
against the Mortgagor by the mortgagee or its representative 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 law. To the best of the Seller’s knowledge, all
parties to the Mortgage Note and the Mortgage had full legal capacity to execute all
Mortgage Loan documents and to convey the estate purported to be conveyed by the
Mortgage and each Mortgage Note and Mortgage have been duly and validly
executed by such parties;
(xviii) The proceeds of each Mortgage Loan have been fully
disbursed, there is no requirement for future advances thereunder and any and all
requirements as to completion of any on-site or off-site improvements and as to
disbursements of any escrow funds therefor have been complied with. All costs,
fees and expenses incurred in making, closing or recording the Mortgage Loans
were paid;
(xix) The related Mortgage contains customary and enforceable
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 interfere with the right to sell
the Mortgaged Property at a trustee’s sale or the right to foreclose the Mortgage;
(xx) With respect to each Mortgage constituting a deed of trust, a
trustee, duly qualified under applicable law to serve as such, has been properly
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designated and currently so serves and is named in such Mortgage, and no fees or
expenses are or will become payable by the Purchaser to the trustee under the deed
of trust, except in connection with a trustee’s sale after default by the Mortgagor;
(xxi) There exist no deficiencies with respect to escrow deposits
and payments, if such are required, for which customary arrangements for
repayment thereof have not been made, and no escrow deposits or payments of other
charges or payments due the Seller have been capitalized under the Mortgage or the
related Mortgage Note;
(xxii) The origination, underwriting and collection practices used by
the Seller with respect to each Mortgage Loan have been in all material respects
legal, proper, prudent and customary in the subprime mortgage servicing business.
Each Mortgage Loan is currently being serviced by Washington Mutual Bank;
(xxiii) There is no pledged account or other security other than real
estate securing the Mortgagor’s obligations;
(xxiv) No Mortgage Loan has a shared appreciation feature, or other
contingent interest feature;
(xxv) [reserved];
(xxvi) The improvements upon each Mortgaged Property are
covered by a valid and existing hazard insurance policy with a generally acceptable
carrier that provides for fire extended coverage and coverage of such other hazards
as are customarily covered by hazard insurance policies with extended coverage in
the area where the Mortgaged Property is located representing coverage not less
than the lesser of the outstanding principal balance of the related Mortgage Loan or
the minimum amount required to compensate for damage or loss on a replacement
cost basis. All individual insurance policies and flood policies referred to in this
clause (xxvi) and in clause (xxvii) below contain a standard mortgagee clause
naming the Seller or the original mortgagee, and its successors in interest, as
mortgagee, and the Seller has received no notice that any premiums due and payable
thereon have not been paid; the Mortgage obligates the Mortgagor thereunder to
maintain all such insurance, including flood insurance, at the Mortgagor’s cost and
expense, and upon the Mortgagor’s failure to do so, authorizes the holder of the
Mortgage to obtain and maintain such insurance at the Mortgagor’s cost and
expense and to seek reimbursement therefor from the Mortgagor;
(xxvii) If the Mortgaged Property is in an area identified in the
Federal Register by the Federal Emergency Management Agency as subject to
special flood hazards, a flood insurance policy in a form meeting the requirements
of the current guidelines of the Flood Insurance Administration is in effect with
respect to such Mortgaged Property with a generally acceptable carrier in an amount
representing coverage not less than the least of (A) the original outstanding principal
balance of the Mortgage Loan, (B) the minimum amount required to compensate for
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damage or loss on a replacement cost basis or (C) the maximum amount of
insurance that is available under the Flood Disaster Protection Act of 1973;
(xxviii) There is no default, breach, violation or event of acceleration
existing under the Mortgage or the related Mortgage Note; and neither the Seller nor
any other entity involved in originating or servicing the Mortgage Loan has waived
any default, breach, violation or event of acceleration;
(xxix) Each Mortgaged Property is improved by a one- to four-
family residential dwelling, including condominium units and dwelling units in
planned unit developments, which, to the best of the Seller’s knowledge, does not
include cooperatives and does not constitute property other than real property under
state law;
(xxx) There is no obligation on the part of the Seller or any other
party under the terms of the Mortgage or related Mortgage Note to make payments
in addition to those made by the Mortgagor;
(xxxi) Any future advances made prior to the Cut-off Date have
been consolidated with the outstanding principal amount secured by the Mortgage,
and the secured principal amount, as consolidated, bears a single interest rate and
single repayment term reflected on the related Mortgage Loan Schedule. The
consolidated principal amount does not exceed the original principal amount of the
Mortgage Loan;
(xxxii) Each Mortgage Loan was underwritten in accordance with the
Seller’s underwriting guidelines as described in the Prospectus Supplement as
applicable to its credit grade in all material respects (the “Underwriting
Guidelines”);
(xxxiii) Each appraisal of a Mortgage Loan that was used to
determine the appraised value of the related Mortgaged Property was conducted
generally in accordance with the Seller’s Underwriting Guidelines, and included an
assessment by the appraiser of the fair market value of the related Mortgaged
Property at the time of the appraisal. The Mortgage File contains an appraisal of the
applicable Mortgaged Property;
(xxxiv) None of the Mortgage Loans is a graduated payment
Mortgage Loan, nor is any Mortgage Loan subject to a temporary buydown or
similar arrangement;
(xxxv) There are no Mortgage Loans with respect to which the
monthly payment due thereon in January, 2006 had not been made, none of the
Mortgage Loans has been contractually delinquent for more than 30 days more than
once during the preceding twelve months and, no Mortgage Loan has ever
experienced a delinquency of 60 or more days since the origination thereof;
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(xxxvi) Each Mortgage contains a provision that is, to the extent not
prohibited by federal or state law, enforceable for the acceleration of the payment of
the unpaid principal balance of the Mortgage Loan in the event that the Mortgaged
Property is sold or transferred without the prior written consent of the mortgagee
thereunder;
(xxxvii) To the best of the Seller’s knowledge no misrepresentation,
negligence, fraud or similar occurrence with respect to a Mortgage Loan has taken
place on the part of any person, including, without limitation, the Mortgagor, any
appraiser, any builder or developer, or any other party involved in the origination of
the Mortgage Loan or in the application of any insurance in relation to such
Mortgage Loan;
(xxxviii) Each Mortgage Loan constitutes a “qualified mortgage”
within the meaning of Section 860G(a)(3) of the Code;
(xxxix) The information set forth in the Prepayment Charge Schedule
is complete, true and correct in all material respects at the date or dates respecting
which such information is furnished and each Prepayment Charge is permissible and
enforceable in accordance with its terms under applicable law upon the Mortgagor’s
voluntary Principal Prepayment (except to the extent that: (1) the enforceability
thereof may be limited by bankruptcy, insolvency, moratorium, receivership and
other similar laws relating to creditors’ rights generally; or (2) the collectability
thereof may be limited due to acceleration in connection with a foreclosure or other
involuntary prepayment). No Mortgage Loan originated before October 1, 2002 has
a Prepayment Charge for a term in excess of five years from the date of its
origination and no Mortgage Loan originated on or after October 1, 2002 has a
prepayment charge for a term in excess of three years from the date of its
origination;
(xl) The Loan-to-Value Ratio for each Mortgage Loan was no
greater than 100% at the time of origination;
(xli) The first date on which each Mortgagor must make a payment
on the related Mortgage Note is no later than 60 days from the date of this
Agreement;
(xlii) With respect to each Mortgage Loan, the related Mortgagor
shall not fail or has not failed to make the first monthly payment due under the
terms of the Mortgage Loan by the second succeeding Due Date after the Due Date
on which such monthly payment was due;
(xliii) The transfer, assignment and conveyance of the Mortgage
Notes and the Mortgages by the Seller pursuant to this Agreement are not subject to
the bulk transfer or any similar statutory provisions in effect in any relevant
jurisdiction, except any as may have been complied with;
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(xliv) There are no defaults in complying with the terms of the
Mortgage, and either (1) any taxes, governmental assessments, insurance premiums,
water, sewer and municipal charges or ground rents which previously became due
and owing have been paid, or (2) an escrow of funds has been established in an
amount sufficient to pay for every such item which remains unpaid and which has
been assessed but is not yet due and payable. Except for payments in the nature of
escrow payments, including without limitation, taxes and insurance payments, the
Seller has not advanced funds, or induced, solicited or knowingly received any
advance of funds by a party other than the Mortgagor, directly or indirectly, for the
payment of any amount required by the Mortgage Note, except for interest accruing
from the date of the Mortgage Note or date of disbursement of the Mortgage
proceeds, whichever is greater, to the day which precedes by one month the Due
Date of the first installment of principal and interest;
(xlv) There is no proceeding pending, or to best of the Seller’s
knowledge threatened, for the total or partial condemnation of the Mortgaged
Property or the taking by eminent domain of any Mortgaged Property;
(xlvi) No Mortgage Loan is subject to the requirements of the Home
Ownership and Equity Protection Act of 1994, as amended, or is a “high cost” or
“predatory” loan under any state or local law or regulation applicable to the
originator of such Mortgage Loan or which would result in liability to the purchaser
or assignee of such Mortgage Loan under any predatory or abusive lending law. In
the event that Financial Security Assurance, Inc. becomes a NIMS Insurer, no
Mortgage Loan is a “covered” loan under the laws of the states of California,
Colorado or Ohio;
(xlvii) No proceeds from any Mortgage Loans were used to finance
single-premium credit insurance policies. No borrower was required to purchase
any credit life, disability, accident or health insurance product as a condition of
obtaining the extension of credit. No borrower obtained a prepaid single-premium
credit life, disability, accident or health insurance policy in connection with the
origination of the Mortgage Loan;
(xlviii) The Seller did not select the Mortgage Loans with the intent
to adversely affect the interests of the Purchaser;
(xlix) The Seller has not received any notice that any Mortgagor has
filed for any bankruptcy or similar legal protection since the date of the origination
of such Mortgage Loan. Prior to the date of the origination of any Mortgage Loan,
the Seller did not receive any notice that any Mortgagor has filed for bankruptcy or
similar legal protection except as permitted under the Underwriting Guidelines;
(l) No Group I Mortgage Loan is a “High-Cost Home Loan” as
defined in the Georgia Fair Lending Act, as amended (the “Georgia Act”), and no
Mortgage Loan that was originated on or after October 1, 2002 and before March 7,
2003, is secured by a Mortgaged Property located in the State of Georgia;
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(li) No Group I Mortgage Loan is a “High Cost Home Loan” as
defined in the Kentucky high-cost loan statute effective June 24, 2003 (Ky. Rev.
Stat. Section 360.100);
(lii) No Group I Mortgage Loan is a “High Cost Home Loan” as
defined in the New Jersey Home Ownership Act effective November 27, 2003
(N.J.S.A. 46; 10B-22 et seq.);
(liii) No Group I Mortgage Loan is a subsection 10 mortgage
under the Oklahoma Home Ownership and Equity Protection Act;
(liv) No Group I Mortgage Loan is a “High-Cost Home Loan” as
defined in New York Banking Law 6-1;
(lv) No Group I Mortgage Loan is a “High Cost Home Loan” as
defined in the Arkansas Home Loan Protection Act effective July 16, 2003 (Act
1340 of 2003);
(lvi) No Group I Mortgage Loan is a “High-Cost Home Loan” as
defined in the New Mexico Home Loan Protection Act effective January 1, 2004
(N.M. Stat. Am. §§ 58-21A-1 et seq.);
(lvii) [reserved];
(lviii) Each Group I Mortgage Loan was originated in compliance
with the following anti-predatory lending guidelines:
a. Each Group I Mortgage Loan satisfies the eligibility for purchase
requirements and was originated in compliance with Lender Letter # LL03-00 dated
April 11, 2000 for Fannie Mae Sellers (the “Lender Letter”);
b. No borrower was encouraged or required by the Seller to select a
Group I Mortgage Loan product offered by the Group I Mortgage Loan’s originator
which is a higher cost product designed for less creditworthy borrowers, unless at
the time of the Group I Mortgage Loan’s origination, such borrower did not qualify
taking into account credit history and debt-to- income ratios for a lower-cost credit
product then offered by the Group I Mortgage Loan’s originator or any affiliate of
the Group I Mortgage Loan’s originator;
c. The methodology used in underwriting the extension of credit for
each Group I Mortgage Loan employs objective mathematical principles which
relate the borrower’s income, assets and liabilities to the proposed payment and
such underwriting methodology does not rely on the extent of the borrower’s equity
in the collateral as the principal determining factor in approving such credit
extension. Such underwriting methodology provided reasonable assurance that at
the time of origination (application/approval) the borrower had a reasonable ability
to make timely payments on the Group I Mortgage Loan;
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d. With respect to any Group I Mortgage Loan that contains a
provision permitting imposition of a premium upon a prepayment prior to maturity,
(i) the Seller’s pricing methods include mortgage loans with and without
prepayment premiums; borrowers selecting Group I Mortgage Loans which include
such prepayment premiums receive a monetary benefit, including but not limited to
a rate or fee reduction, in exchange for selecting a Group I Mortgage Loan with a
prepayment premium, (ii) prior to the Group I Mortgage Loan’s origination, the
borrower had the opportunity to choose between an array of mortgage loan products
which included mortgage loan products with prepayment premiums and mortgage
loan products that did not require payment of such a premium, (iii) the prepayment
premium is disclosed to the borrower in the loan documents pursuant to applicable
state and federal law, and (iv) notwithstanding any state or federal law to the
contrary, the Master Servicer shall not impose such prepayment premium in any
instance when the mortgage debt is accelerated as the result of the borrower’s
default in making the loan payments;
e. All points and fees related to each Group I Mortgage Loan were
disclosed in writing to the borrower in accordance with applicable state and federal
law. Except in the case of a Group I Mortgage Loan in an original principal amount
of less than $60,000 which would have resulted in an unprofitable origination, no
borrower was charged “points and fees” (whether or not financed) in an amount
greater than 5% of the principal amount of such loan, such 5% limitation calculated
in accordance with the Lender Letter;
f. All fees and charges (including finance charges) and whether or
not financed, assessed, collected or to be collected in connection with the
origination and servicing of each Group I Mortgage Loan have been disclosed in
writing to the borrower in accordance with applicable state and federal law and
regulation;
(lix) No Group I Mortgage Loan had a principal balance at
origination in excess of Fannie Mae’s conforming loan balance limitations for single
family loans set forth in the Fannie Mae Charter Act and the Fannie Mae Selling
Guide in effect at the time of such Group I Mortgage Loan's origination;
(lx) With respect to each Group I Mortgage Loan, information
regarding the borrower credit file related to such Mortgage Loan has been furnished
to credit reporting agencies in compliance with the provisions of the Fair Credit
Reporting Act and the applicable implementing regulations;
(lxi) No Mortgage Loan is a “High Cost Loan” or “Covered Loan”
(as such terms are defined in the Standard & Poor’s LEVELS® Glossary in effect
on the Closing Date which i s now Version 5.6d Revised, Exhibit E, applicable
portions of which are attached hereto as Exhibit A) and no Mortgage Loan
originated on or after October 1, 2002 through March 6, 2003 is governed by the
Georgia Act;
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(lxii) No Group I Mortgage Loan is a “High Cost Home Mortgage
Loan” as defined in the Massachusetts Predatory Home Loan Practices Act effective
November 7, 2004 (Mass. Ann. Laws ch. 183C);
(lxiii) No Group I Mortgage Loan is a “High Cost Home Loan” as
defined in the Indiana Home Loan Practices Act effective January1, 2005 (Ind.
Code Ann. §§ 24-9-1 through 24-9-9); and
(lxiv) With respect to any Group I Mortgage Loan originated on or
after August 1, 2004, neither the related Mortgage nor the related Mortgage Note
requires the Mortgagor to submit to arbitration to resolve any dispute arising out of
or relating in any way to the Mortgage Loan transaction.
SECTION 7. Repurchase Obligation for Defective Documentation and for
Breach of Representation and Warranty.
(a) The representations and warranties contained in Section 5(ix) and Section 6
shall not be impaired by any review and examination of loan files or other documents
evidencing or relating to the Mortgage Loans or any failure on the part of the Seller or the
Purchaser to review or examine such documents and shall inure to the benefit of any assignee,
transferee or designee of the Purchaser, including the Trustee for the benefit of holders of asset-
backed certificates evidencing an interest in all or a portion of the Mortgage Loans. With
respect to the representations and warranties contained herein which are made to the knowledge
or the best of knowledge of the Seller, or as to which the Seller has no knowledge, if it is
discovered that the substance of any such representation and warranty was inaccurate as of the
date such representation and warranty was made or deemed to be made, and such inaccuracy
materially and adversely affects the value of the related Mortgage Loan or the interest therein
of the Purchaser or the Purchaser’s assignee, transferee or designee, then notwithstanding the
lack of knowledge by the Seller with respect to the substance of such representation and
warranty being inaccurate at the time the representation and warranty was made, the Seller
shall take such action described in the following paragraph in respect of such Mortgage Loan.
Upon discovery by the Seller, the Purchaser or any assignee, transferee or
designee of the Purchaser of any materially defective document in, or that any material
document was not transferred by the Seller (as listed on the Trustee’s initial certification), as
part of any Mortgage File or of a breach of any of the representations and warranties contained
in Section 5 or Section 6 that materially and adversely affects the value of any Mortgage Loan
or the interest of the Purchaser or the Purchaser’s assignee, transferee or designee (it being
understood that with respect to the representations and warranties set forth in the last sentence
of (xxxix), (xlvi), the first sentence of (xlvii), (lxi) and (lxiv) of Section 6 herein, a breach of
any such representation or warranty shall in and of itself be deemed to materially and adversely
affect the interest therein of the Purchaser and the Purchaser’s assignee, transferee or designee)
in any Mortgage Loan, the party discovering the breach shall give prompt written notice to the
others. Within ninety (90) days of the earlier of the discovery or the Seller’s receipt of notice
of any such missing documentation which was not transferred to the Purchaser as described
above or materially defective documentation or any such breach of a representation and
warranty, the Seller promptly shall deliver such missing document or cure such defect or
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 39 of 52





















EXHIBIT 6
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 40 of 52
Exhibit 6
Issue ID § 6(vi) § 6(ix) § 6(xvii) § 6(xxii) § 6(xxxii)
1 LB00F1 MLPA §6(vii) MLPA§6(x) MLPA§6(xviii) MLPA§6(xxiii) MLPA §6(xxxiii)
2 LB0002 MLPA §6(vii) MLPA§6(x) MLPA§6(xviii) MLPA§6(xxiii) MLPA §6(xxxiii)
3 LB0101 MLPA §6(vii) MLPA§6(x) MLPA§6(xviii) MLPA §6(xxxiii)
4 LB0102 MLPA §6(vii) MLPA§6(x) MLPA§6(xviii) MLPA§6(xxiii) MLPA §6(xxxiii)
5 LB0103 MLPA §6(vii) MLPA§6(x) MLPA§6(xviii) MLPA§6(xxiii) MLPA §6(xxxiii)
6 LB0104 MLPA §6(vii) MLPA§6(x) MLPA§6(xviii) MLPA§6(xxiii) MLPA §6(xxxiii)
7 LB0201 MLPA §6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
8 LB0202 MLPA §6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
9 LB0205 MLPA §6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
10 LB0301 MLPA §6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
11 LB0302 MLPA §6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
12 LB0303 MLPA §6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
13 LB0304 MLPA §6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
14 LB0401 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
15 LB0402 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
16 LB0403 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
17 LB0404 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
18 LB0405 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
19 LB0406 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
20 LB0501 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
21 LB0502 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
22 GS05X2 MLPA §3.1(e) MLPA §3.1(h) MLPA §3.1(p) MLPA §3.1(u) MLPA §3.1(dd)
23 LB05W1 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
24 LB0503 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
25 LB05W2 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
26 LB05W3 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
27 GS06L1 MLPA §3.1(e) MLPA §3.1(h) MLPA §3.1(p) MLPA §3.1(u) MLPA §3.1(dd)
28 LB06W1 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
29 LB06W2 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
30 LB06W3 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
31 LB0601 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
32 LB0602 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
33 LB0603 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
34 LB0604 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
35 LB060A MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
36 LB0605 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
Page 1 of 9
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 41 of 52
Exhibit 6
Issue ID § 6(vi) § 6(ix) § 6(xvii) § 6(xxii) § 6(xxxii)
37 LB0606 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
38 LB0607 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
39 LB0608 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
40 LB0609 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
41 LB0610 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
42 LB0611 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
43 WA07H1 MLPA§6(vi) MLPA§6(ix) MLPA§6(xvii) MLPA§6(xxii) MLPA §6(xxxii)
44 WA0001 PSA §2.04(v) PSA §2.04(vii) PSA §2.04(x) PSA §2.04(xx) PSA §2.04(xxiii)
45 WA0107 PSA §2.04(v) PSA §2.04(vii) PSA §2.04(x) PSA §2.04(xx) PSA §2.04(xxiii)
46 WA01A3 PSA §2.03(vi) PSA §2.03(viii) PSA §2.03(xvi) PSA §2.03(xxi)
47 WA02A2 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
48 WA02A6 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
49 WA02A9 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
50 WA02AC PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
51 WA02AD PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
52 WA02AE PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
53 WA02AF PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
54 WA02AG PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
55 WA02AH PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
56 WA02AI PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
57 WA02AJ PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
58 WA03A1 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
59 WA03A2 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
60 WA03A3 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
61 WA03A4 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
62 WA03A5 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
63 WA03A6 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
64 WA03A7 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
65 WA03A8 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
66 WA03A9 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
67 WA03AA PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
68 WA03AB PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
69 WA03AC PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
70 WA04A1 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
71 WA04A2 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
72 WA04A3 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
Page 2 of 9
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 42 of 52
Exhibit 6
Issue ID § 6(vi) § 6(ix) § 6(xvii) § 6(xxii) § 6(xxxii)
73 WA04A4 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
74 WA04A5 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
75 WA04A6 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
76 WA04A7 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
77 WA04A8 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
78 WA04AA PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
79 WA04AC PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
80 WA04AD PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
81 WA05A1 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
82 WA05A2 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
83 WA05A4 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
84 WA05A6 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
85 WA05A8 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
86 WA05A9 PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
87 WA05AA PSA §2.08(vi) PSA §2.08(viii) PSA §2.08(xvi) PSA §2.08(xxi)
88 WA05AB MLPSA §3.1(v) MLPSA §3.1(vii) MLPSA §3.1(xvi) MLPSA §3.1(xx)
89 WA05AC MLPSA §3.1(v) MLPSA §3.1(vii) MLPSA §3.1(xvi) MLPSA §3.1(xx)
90 WA05AD MLPSA §3.1(v) MLPSA §3.1(vii) MLPSA §3.1(xvi) MLPSA §3.1(xx)
91 WA0601 PSA §2.08(i) PSA §2.08(h)
92 WA0602 PSA §2.08(i) PSA §2.08(h)
93 WA06A1 MLPSA §3.1(v) MLPSA §3.1(vii) MLPSA §3.1(xvi) MLPSA §3.1(xx)
94 WA06A3 MLPSA §3.1(v) MLPSA §3.1(vii) MLPSA §3.1(xvi) MLPSA §3.1(xx)
95 WA06A4 MLPSA §3.1(v) MLPSA §3.1(vii) MLPSA §3.1(xvi) MLPSA §3.1(xx)
96 WA06A5 MLPSA §3.1(v) MLPSA §3.1(vii) MLPSA §3.1(xvi) MLPSA §3.1(xx)
97 WA0701 PSA §2.08(i) PSA §2.08(h)
98 MS0001 MLPA §7.02(e) MLPA §7.02(g) MLPA §7.02(k) MLPA §7.02(hh)
99 CO9201 PSA 2.03 (xii) PSA 2.03(iii), (xv) PSA 2.03 (xxviii)
Page 3 of 9
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 43 of 52
Exhibit 6
Issue ID
1 LB00F1
2 LB0002
3 LB0101
4 LB0102
5 LB0103
6 LB0104
7 LB0201
8 LB0202
9 LB0205
10 LB0301
11 LB0302
12 LB0303
13 LB0304
14 LB0401
15 LB0402
16 LB0403
17 LB0404
18 LB0405
19 LB0406
20 LB0501
21 LB0502
22 GS05X2
23 LB05W1
24 LB0503
25 LB05W2
26 LB05W3
27 GS06L1
28 LB06W1
29 LB06W2
30 LB06W3
31 LB0601
32 LB0602
33 LB0603
34 LB0604
35 LB060A
36 LB0605
§ 6(xxxiii) § 6(xxxvii) § 6(xxviii) § 6(xl) § 6(xlviii)
MLPA§6(xxxiv) MLPA§6(xxxviii) MLPA§6(xxix) MLPA§6(xli)
MLPA§6(xxxiv) MLPA§6(xxxviii) MLPA§6(xxix) MLPA§6(xli) MLPA§6(xlviii)
MLPA§6(xxxiv) MLPA§6(xxxviii) MLPA§6(xxix) MLPA§6(xli) MLPA§6(xlviv)
MLPA§6(xxxiv) MLPA§6(xxxviii) MLPA§6(xxix) MLPA§6(xli) MLPA§6(xlix)
MLPA§6(xxxiv) MLPA§6(xxxviii) MLPA§6(xxix) MLPA§6(xli) MLPA§6(xlix)
MLPA§6(xxxiv) MLPA§6(xxxviii) MLPA§6(xxix) MLPA§6(xli) MLPA§6(xlix)
MLPA §6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxviii) MLPA§6(xl) MLPA§6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxviii) MLPA§6(xl) MLPA§6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxviii) MLPA§6(xl) MLPA§6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxviii) MLPA§6(xl) MLPA§6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxviii) MLPA§6(xl) MLPA§6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxviii) MLPA§6(xl) MLPA§6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxviii) MLPA§6(xl) MLPA§6(xlviii)
MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA§6(xxxvii) MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA§6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA§6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA§6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA§6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA §3.1(ee) MLPA §3.1(ii) MLPA §3.1(z) MLPA §3.1(ll) MLPA §3.1(rr)
MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA §3.1(ee) MLPA §3.1(ii) MLPA §3.1(z) MLPA §3.1(ll) MLPA §3.1(rr)
MLPA §6(xxxiii) MLPA§6(xxxviii) MLPA§6(xxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxviii) MLPA§6(xxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxviii) MLPA§6(xxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxvii) MLPA§(xxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA§6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
Page 4 of 9
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 44 of 52
Exhibit 6
Issue ID
37 LB0606
38 LB0607
39 LB0608
40 LB0609
41 LB0610
42 LB0611
43 WA07H1
44 WA0001
45 WA0107
46 WA01A3
47 WA02A2
48 WA02A6
49 WA02A9
50 WA02AC
51 WA02AD
52 WA02AE
53 WA02AF
54 WA02AG
55 WA02AH
56 WA02AI
57 WA02AJ
58 WA03A1
59 WA03A2
60 WA03A3
61 WA03A4
62 WA03A5
63 WA03A6
64 WA03A7
65 WA03A8
66 WA03A9
67 WA03AA
68 WA03AB
69 WA03AC
70 WA04A1
71 WA04A2
72 WA04A3
§ 6(xxxiii) § 6(xxxvii) § 6(xxviii) § 6(xl) § 6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA §6(xxxiii) MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xl) MLPA §6(xlviii)
MLPA§6(xxxvii) MLPA§6(xxxviii) MLPA§6(xxxviii) MLPA §6(xl) MLPA §6(xlviii)
PSA §2.04(xxv) PSA §2.04(xxxvi) PSA §2.04(xvi) PSA §2.04(xxix)
PSA §2.04(xxv) PSA §2.04(xxxvi) PSA §2.04(xvi) PSA §2.04(xxix)
PSA §2.03(xx) PSA §2.03(xxv) PSA §2.03(xxiii)
PSA §2.08(xx) PSA §2.03(xxv) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxv) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxv) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxv) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvi) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxv) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxv) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
Page 5 of 9
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 45 of 52
Exhibit 6
Issue ID
73 WA04A4
74 WA04A5
75 WA04A6
76 WA04A7
77 WA04A8
78 WA04AA
79 WA04AC
80 WA04AD
81 WA05A1
82 WA05A2
83 WA05A4
84 WA05A6
85 WA05A8
86 WA05A9
87 WA05AA
88 WA05AB
89 WA05AC
90 WA05AD
91 WA0601
92 WA0602
93 WA06A1
94 WA06A3
95 WA06A4
96 WA06A5
97 WA0701
98 MS0001
99 CO9201
§ 6(xxxiii) § 6(xxxvii) § 6(xxviii) § 6(xl) § 6(xlviii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxv) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxv) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxv) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxv) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxv) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxv) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxv) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxvii) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxv) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxv) PSA §2.08(xxiii)
PSA §2.08(xx) PSA §2.08(xxv) PSA §2.08(xxiii)
MLPSA §3.1(xix) MLPSA §3.1(xxix) MLPSA §3.1(xxii)
MLPSA §3.1(xix) MLPSA §3.1(xxix) MLPSA §3.1(xxii)
MLPSA §3.1(xix) MLPSA §3.1(xxix) MLPSA §3.1(xxii)
PSA §2.08(f)
PSA §2.08(f)
MLPSA §3.1(xix) MLPSA §3.1(xxix) MLPSA §3.1(xxii)
MLPSA §3.1(xix) MLPSA §3.1(xxix) MLPSA §3.1(xxii)
MLPSA §3.1(xix) MLPSA §3.1(xxix) MLPSA §3.1(xxii)
MLPSA §3.1(xix) MLPSA §3.1(xxix) MLPSA §3.1(xxii)
PSA §2.08(f)
MLPA §7.02(mm) MLPA §7.02(vv) MLPA §7.02(q) MLPA §7.02(o) MLPA §7.01(i)
PSA 2.03 (xxiii) PSA 2.03 (ix)
Page 6 of 9
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 46 of 52
Exhibit 6
Issue ID
1 LB00F1
2 LB0002
3 LB0101
4 LB0102
5 LB0103
6 LB0104
7 LB0201
8 LB0202
9 LB0205
10 LB0301
11 LB0302
12 LB0303
13 LB0304
14 LB0401
15 LB0402
16 LB0403
17 LB0404
18 LB0405
19 LB0406
20 LB0501
21 LB0502
22 GS05X2
23 LB05W1
24 LB0503
25 LB05W2
26 LB05W3
27 GS06L1
28 LB06W1
29 LB06W2
30 LB06W3
31 LB0601
32 LB0602
33 LB0603
34 LB0604
35 LB060A
36 LB0605
§ 6(lviii) § 6(xxxv) § 6(xlii) § 6(xliv)
MLPA §6(iii) MLPA §6(xliii) MLPA §6(xxii), (xlv)
MLPA §6(iii) MLPA §6(xliii) MLPA §6(xxii), (xlv)
MLPA §6(iii) MLPA §6(xliii) MLPA §6(xxii), (xlv)
MLPA§6(li)-(liii) MLPA §6(xlv)
MLPA§6(li) MLPA §6(xliii) MLPA §6(xlv)
MLPA§6(li) MLPA§6(iii)(a) MLPA §6(xliii) MLPA §6(xlv)
MLPA§6(l) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(l) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(l) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA §3.1(yy) MLPA §3.1(gg) MLPA §3.1(oo)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA §3.1(yy) MLPA §3.1(gg) MLPA §3.1(oo)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
Page 7 of 9
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 47 of 52
Exhibit 6
Issue ID
37 LB0606
38 LB0607
39 LB0608
40 LB0609
41 LB0610
42 LB0611
43 WA07H1
44 WA0001
45 WA0107
46 WA01A3
47 WA02A2
48 WA02A6
49 WA02A9
50 WA02AC
51 WA02AD
52 WA02AE
53 WA02AF
54 WA02AG
55 WA02AH
56 WA02AI
57 WA02AJ
58 WA03A1
59 WA03A2
60 WA03A3
61 WA03A4
62 WA03A5
63 WA03A6
64 WA03A7
65 WA03A8
66 WA03A9
67 WA03AA
68 WA03AB
69 WA03AC
70 WA04A1
71 WA04A2
72 WA04A3
§ 6(lviii) § 6(xxxv) § 6(xlii) § 6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii) MLPA§6(xxxv) MLPA §6(xlii) MLPA §6(xliv)
MLPA§6(lviii)
PSA §2.04(xxviii) PSA §2.04(ii) PSA §2.04(iii)
PSA §2.04(xxviii) PSA §2.04(ii) PSA §2.04(iii)
PSA §2.03(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
Page 8 of 9
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 48 of 52
Exhibit 6
Issue ID
73 WA04A4
74 WA04A5
75 WA04A6
76 WA04A7
77 WA04A8
78 WA04AA
79 WA04AC
80 WA04AD
81 WA05A1
82 WA05A2
83 WA05A4
84 WA05A6
85 WA05A8
86 WA05A9
87 WA05AA
88 WA05AB
89 WA05AC
90 WA05AD
91 WA0601
92 WA0602
93 WA06A1
94 WA06A3
95 WA06A4
96 WA06A5
97 WA0701
98 MS0001
99 CO9201
§ 6(lviii) § 6(xxxv) § 6(xlii) § 6(xliv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
PSA §2.08(iv)
MLPSA §3.1 (iv)
MLPSA §3.1 (iv)
MLPSA §3.1 (iv)
PSA §2.08(d)
PSA §2.08(d)
MLPSA §3.1 (iv)
MLPSA §3.1 (iv)
MLPSA §3.1 (iv)
MLPSA §3.1 (iv)
PSA §2.08(d)
MLPA §7.02(a) MLPA §7.02(c)
PSA 2.03(x) PSA 2.03(x)
Page 9 of 9
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 49 of 52





















EXHIBIT 7
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 50 of 52
Issue ID Notice Obligation Repurchase Obligation Indemnification
Rights
Access Rights
1 LB00F1 PSA § 2.05 PSA § 2.04 PSA § 8.05(b) PSA § 6.06
2 LB0002 PSA § 2.03 PSA § 2.03 PSA § 8.05(b) PSA § 6.05
3 LB0101 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
4 LB0102 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
5 LB0103 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
6 LB0104 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
7 LB0201 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
8 LB0202 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
9 LB0205 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
10 LB0301 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
11 LB0302 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
12 LB0303 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
13 LB0304 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
14 LB0401 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
15 LB0402 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
16 LB0403 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
17 LB0404 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
18 LB0405 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
19 LB0406 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
20 LB0501 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
21 LB0502 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
22 GS05X2 PSA § 2.03(d) MLPA § 3.3 PSA § 8.05 PSA § 3.19
23 LB05W1 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
24 LB0503 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
25 LB05W2 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
26 LB05W3 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
27 GS06L1 PSA § 2.03(d) MLPA § 3.3 PSA § 8.05 PSA § 3.19
28 LB06W1 PSA § 2.04(b) PSA § 2.03 PSA § 8.05 PSA § 6.05
29 LB06W2 PSA § 2.04(b) PSA § 2.03 PSA § 8.05 PSA § 6.05
30 LB06W3 PSA § 2.04(b) PSA § 2.03 PSA § 8.05 PSA § 6.05
31 LB0601 PSA § 2.04(b) PSA § 2.03 PSA § 8.05(b) PSA § 6.05
32 LB0602 PSA § 2.04(b) PSA § 2.03 PSA § 8.05 PSA § 6.05
33 LB0603 PSA § 2.04(b) PSA § 2.03 PSA § 8.05 PSA § 6.05
34 LB0604 PSA § 2.04(b) PSA § 2.03 PSA § 8.05 PSA § 6.05
35 LB060A PSA § 2.04(b) PSA § 2.03 PSA § 8.05 PSA § 6.05
36 LB0605 PSA § 2.04(b) PSA § 2.03 PSA § 8.05 PSA § 6.05
37 LB0606 PSA § 2.04(b) PSA § 2.03 PSA § 8.05 PSA § 6.05
38 LB0607 PSA § 2.04(b) PSA § 2.03 PSA § 8.05 PSA § 6.05
39 LB0608 PSA § 2.04(b) PSA § 2.03 PSA § 8.05 PSA § 6.05
40 LB0609 PSA § 2.04(b) PSA § 2.03 PSA § 8.05 PSA § 6.05
41 LB0610 PSA § 2.04(b) PSA § 2.03 PSA § 8.05 PSA § 6.05
42 LB0611 PSA § 2.04(b) PSA § 2.03 PSA § 8.05 PSA § 6.05
43 WA07H1 PSA § 2.03 PSA § 2.03 PSA § 8.05 PSA § 6.05
44 WA0001 PSA § 2.04(b) PSA §7.01(c) PSA § 3.05
45 WA0107 PSA § 2.04(b) PSA §7.01(c) PSA § 3.05
46 WA01A3 PSA § 2.03 PSA § 2.03 PSA § 8.05 PSA § 6.05
47 WA02A2 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
48 WA02A6 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
49 WA02A9 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
EXHIBIT 7
Page 1 of 2
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 51 of 52
Issue ID Notice Obligation Repurchase Obligation Indemnification
Rights
Access Rights
50 WA02AC PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
51 WA02AD PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
52 WA02AE PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
53 WA02AF PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
54 WA02AG PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
55 WA02AH PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
56 WA02AI PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
57 WA02AJ PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
58 WA03A1 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
59 WA03A2 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
60 WA03A3 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
61 WA03A4 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
62 WA03A5 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
63 WA03A6 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
64 WA03A7 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
65 WA03A8 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
66 WA03A9 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
67 WA03AA PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
68 WA03AB PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
69 WA03AC PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
70 WA04A1 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
71 WA04A2 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
72 WA04A3 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
73 WA04A4 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
74 WA04A5 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
75 WA04A6 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
76 WA04A7 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
77 WA04A8 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
78 WA04AA PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
79 WA04AC PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
80 WA04AD PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
81 WA05A1 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
82 WA05A2 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
83 WA05A4 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
84 WA05A6 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
85 WA05A8 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
86 WA05A9 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
87 WA05AA PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
88 WA05AB PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
89 WA05AC PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
90 WA05AD PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
91 WA0601 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
92 WA0602 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
93 WA06A1 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
94 WA06A3 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
95 WA06A4 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
96 WA06A5 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
97 WA0701 PSA § 2.08 PSA § 2.08 PSA § 8.05 PSA § 6.05
98 MS0001 MLPA §7.03(a) MLPA §7.03(b) MLPA §13.01 IA § 11.17
99 CO9201 PSA § 2.03 PSA § 2.03 PSA § 8.05(b) PSA § 3.12
Page 2 of 2
Case 1:09-cv-01656-RMC Document 32-2 Filed 09/08/10 Page 52 of 52

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