Exhibit 10.3(C)
EXECUTION COPY
REGULATION AB AMENDMENT TO
MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
This REGULATION AB AMENDMENT TO MORTGAGE LOAN PURCHASE AND SALE
AGREEMENT
dated as of January 1, 2006 (the "Amendment") among WASHINGTON
MUTUAL BANK, a
savings bank organized under the laws of the United States
(formerly known as
Washington Mutual Bank, FA and successor to Washington Mutual Bank,
a Washington
state chartered stock savings bank), as a seller, WASHINGTON MUTUAL
BANK fsb, a
savings bank organized under the laws of the United States, as a
seller
(collectively, the "Sellers" and, each individually, a "Seller"),
and BANK OF
AMERICA, NATIONAL ASSOCIATION, a national banking association, as
purchaser (the
"Purchaser"), is made with respect to the Mortgage Loan Purchase
and Sale
Agreement (Amended and Restated) dated as of July 1, 2003, as
amended by the
Master Assignment, Assumption and Recognition Agreement dated as of
July 1, 2004
(the "Original Purchase Agreement") among the Sellers and the
Purchaser.
Capitalized terms used in this Amendment without definition have
the meanings
assigned to them in the Original Purchase Agreement.
The parties wish to amend the Original Purchase Agreement in order
to
facilitate compliance by the Purchaser and its assignees with
Regulation AB (as
defined below).
Accordingly, the parties agree as follows:
ARTICLE I
AMENDMENTS
SECTION 1.1. DEFINITIONS
(a) Article 1 of the Original Purchase Agreement is amended by
adding the
following definitions:
Commission: The United States Securities and Exchange Commission.
Depositor: The depositor, as such term is defined in Regulation AB,
with respect to any Securitization Transaction.
Exchange Act: The Securities Exchange Act of 1934, as amended.
Issuing Entity: The issuing entity, as such term is defined in
Regulation AB, with respect to any Securitization Transaction.
Permitted Reconstitution: A Whole Loan Transfer or Securitization
Transaction that complies with the provisions of Section 6.1(a).
Qualified Correspondent: Any Person from which a Seller purchased
Mortgage Loans, provided that the following conditions are
satisfied: (i)
such Mortgage Loans were originated pursuant to an agreement
between such
Seller and such Person that contemplated that such Person would
underwrite
mortgage loans from time to time, for sale to such Seller, in
accordance
with underwriting guidelines designated by such Seller ("Designated
Guidelines") or guidelines that do not vary materially from such
Designated
Guidelines; (ii) such Mortgage Loans were in fact underwritten as
described
in clause (i) above and were acquired by such Seller within 180
days after
origination; (iii) either (x) the Designated Guidelines were, at
the time
such Mortgage Loans were originated, used by such Seller in
origination of
mortgage loans of the same type as the Mortgage Loans for such
Seller's own
account or (y) the Designated Guidelines were, at the time such
Mortgage
Loans were underwritten, designated by such Seller on a consistent
basis
for use by lenders in originating mortgage loans to be purchased by
such
Seller; and (iv) such Seller employed, at the time such Mortgage
Loans were
acquired by such Seller, pre-purchase or post-purchase quality
assurance
procedures (which may involve, among other things, review of a
sample of
mortgage loans purchased during a particular time period or through
particular channels) designed to ensure that Persons from which it
purchased mortgage loans properly applied the underwriting criteria
designated by such Seller.
Reconstitution: Any Securitization Transaction or Whole Loan
Transfer.
Reconstitution Agreement: An agreement or agreements entered into
by
one or both of the Sellers, as applicable, and the Purchaser and/or
certain
third parties, including a master servicer, in connection with a
Reconstitution with respect to any or all of the Mortgage Loans
serviced
under this Agreement.
Regulation AB: Subpart 229.1100 - Asset Backed Securities
(Regulation
AB), 17 C.F.R. Sections 229.1100-229.1123, as such may be amended
from time
to time, and subject to such clarification and interpretation as
have been
provided by the Commission in the adopting release (Asset-Backed
Securities, Securities Act Release No. 33-8518, 70 Fed. Reg. 1,506,
1,531
(Jan. 7, 2005)) or by the staff of the Commission, or as may be
provided by
the Commission or its staff from time to time.
Securities Act: The Securities Act of 1933, as amended.
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Securitization Transaction: Any transaction involving either (1) a
sale or other transfer of some or all of the Mortgage Loans
directly or
indirectly to an issuing entity in connection with an issuance of
publicly
offered or privately placed, rated or unrated mortgage-backed
securities or
(2) an issuance of publicly offered or privately placed, rated or
unrated
securities, the payments on which are determined primarily by
reference to
one or more portfolios of residential mortgage loans consisting, in
whole
or in part, of some or all of the Mortgage Loans.
Seller Information: The information provided by a Seller pursuant
to
Section 6.4(a) and (b) with respect to such Seller.
Servicing Agreement: That certain Servicing Agreement (Amended and
Restated) dated as of July 1, 2003 between Washington Mutual Bank
(formerly
known as Washington Mutual Bank, FA), as servicer, and the
Purchaser, as
owner, as amended.
Sponsor: The sponsor, as such term is defined in Regulation AB,
with
respect to any Securitization Transaction.
Static Pool Information: Static pool information as described in
Item
1105(a)(1)-(3) and 1105(c) of Regulation AB.
Third-Party Originator: Each Person, other than a Qualified
Correspondent, from which a Seller acquired Mortgage Loans.
(b) Article 1 of the Original Purchase Agreement is amended by
amending and
restating the following definitions in their entirety:
Disclosure Document: With respect to any Securitization
Transaction, a
prospectus, prospectus supplement, private placement memorandum or
offering
circular prepared in connection with such Securitization
Transaction.
Whole Loan Transfer: Any sale or transfer of some or all of the
Mortgage Loans, other than a Securitization Transaction.
(c) Article 1 of the Original Purchase Agreement is amended by
deleting the
following definitions: "Pass-Through Transfer" and "Seller's
Information."
(d) Article 6 of the Original Purchase Agreement is amended and
restated in
its entirety to read as follows:
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ARTICLE
RECONSTITUTIONS; REGULATION AB COMPLIANCE
SECTION 6.1 RECONSTITUTIONS
(a) Upon 15 days' prior written notice to the applicable Seller(s)
and
the Servicer, the Purchaser may, at its sole option, effect one or
more
Whole Loan Transfers or Securitization Transactions with respect to
some or
all of the Mortgage Loans purchased on any Closing Date, retaining
the
Servicer as servicer or subservicer, if a master servicer is
employed;
provided, however, that neither the Purchaser nor any of its
permitted
assignees may effect a Reconstitution with respect to Mortgage
Loans in any
Loan Pool if as a result thereof: (i) more than three (3) investors
would
own Mortgage Loans in such Loan Pool at any one time (unless
otherwise
stated in the related Commitment Letter), (ii) any single investor
would
own Mortgage Loans from such Loan Pool having an aggregate Unpaid
Principal
Balance immediately after such Reconstitution of less than
$5,000,000,
(iii) the applicable Seller(s) and the Servicer are not provided
with
initial drafts of all documents for which such Sellers and Servicer
are
requested to become a party in connection with such Reconstitution
at least
10 days prior to the related settlement date (the "Subsequent
Transfer
Settlement Date"), (iv) a final list of the Mortgage Loans intended
to be
subject to such Reconstitution is not provided to the Servicer at
least 2
Business Days prior to the related Subsequent Transfer Settlement
Date, (v)
any Mortgage Loan is subject to more than one Reconstitution in any
given
Due Period, unless the Purchaser and the initial transferee from
the
Purchaser each give appropriate notice pursuant to this section or
(vii)
the related Subsequent Transfer Settlement Date occurs on or prior
to the
related Servicing Cut-off Date.
(b) The Purchaser shall reimburse the applicable Seller(s) for all
reasonable out-of-pocket expenses, including attorneys' fees,
incurred by
the Seller(s) in connection with any Reconstitution.
(c) In connection with each Permitted Reconstitution, each of the
Sellers, as applicable, shall: (i) provide the Purchaser with
information
and appropriate verification of information in its possession or
control as
may reasonably be necessary in order to effect such Permitted
Reconstitution (and, to the extent any such information is in the
possession or control of any third party, use commercially
reasonable
efforts to cause such third party to provide such information); and
(ii)
cooperate with all reasonable requests and due diligence procedures
not
otherwise addressed herein. In addition, in connection with each
Permitted
Reconstitution, upon the request of Purchaser, the applicable
Seller shall
provide an officer's certificate to the effect that the
representations and
warranties made by such Seller in Section 3.2 are true and correct
as of
the date of such certificate, provided that nothing has occurred
during the
period commencing on the applicable
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Closing Date and ending on the date of such certificate which would
make
such representations and warranties untrue.
SECTION 6.2 RECONSTITUTION AGREEMENTS
In connection with each Permitted Reconstitution, the applicable
Seller(s) shall execute and deliver a Reconstitution Agreement
containing
terms and conditions that are consistent with the terms and
conditions set
forth herein and, in the case of a Securitization Transaction, that
are
customary for publicly offered or privately placed, rated or
unrated
securities backed by mortgage loans similar to the Mortgage Loans
included
in such Securitization Transaction.
SECTION 6.3 INTENT OF THE PARTIES; REASONABLENESS
The Purchaser and each Seller acknowledge and agree that the
purpose
of Sections 6.4, 6.5 and 6.6 is to facilitate compliance by the
Purchaser
and any Depositor with the provisions of Regulation AB and related
rules
and regulations of the Commission. Although Regulation AB is
applicable by
its terms only to offerings of asset-backed securities that are
registered
under the Securities Act, the Sellers acknowledge that investors in
privately offered securities may require that the Purchaser and any
Depositor provide comparable disclosure in unregistered offerings.
References in this Agreement to compliance with Regulation AB
include
provision of comparable disclosure in private offerings.
Neither the Purchaser nor any Depositor shall exercise its right to
request delivery of information or other performance under these
provisions
othe
