AMENDMENT NO. 1 TO THE MORTGAGE LOAN PURCHASE,
WARRANTIES AND SERVICING AGREEMENT
(WHOLE LOAN SERIES 2005 WL-L)
This Amendment (this "Amendment") dated as of January 1, 2006, by
and
among Purchaser, JPMORGAN CHASE BANK, NATIONAL ASSOCIATION (the
"Servicer") and
CHASE HOME FINANCE LLC, a limited liability corporation (the
"Seller"), and BANK
OF AMERICA, NATIONAL ASSOCIATION, a national banking association
(the
"Purchaser"), amends the Mortgage Loan Purchase, Warranties and
Servicing
Agreement, dated May 1, 2005, by and among Purchaser, the Seller
and the
Servicer relating to the pool of mortgage loans designated "WL-L."
WITNESSETH
WHEREAS, the Servicer, the Seller and the Purchaser desire to
correct a
scrivener's error in the Agreement and to clarify the original
intent and
understanding of the parties to the Agreement as of the date
thereof.
NOW, THEREFORE, the Servicer, the Seller and the Purchaser agree,
in
consideration of the mutual premises and mutual obligations set
forth herein and
other good and valuable consideration, that the Agreement is hereby
amended as
follows:
1.
Each reference to the defined term "Seller" shall be deleted and
replaced by the defined term "Servicer" in the following:
a) the definitions of "Eligible Account," "Fidelity Bond," "Monthly
Advance," "Monthly Remittance Advice," "Officers' Certificate,"
"REO
Disposition," "REO Disposition Proceeds," REO Property," "Servicing
Advance," "Servicing Fee," "Servicing File," "Servicing Officer,"
"Servicing Rights" and "Subservicing Agreement" and
b) Section 2.03, Section 2.04 (with the exception of the first
sentence
thereof), Section 2.06, sixth and seventh paragraph of Section
2.07,
Article IV, Article V, Articles VI, Article VII, Section 8.03,
Article IX, Article X and Section 12.01.
2.
The definitions of "Applicable Requirements" and "Reconstitution
Agreement" shall be deleted in their entirety and replaced by the
following:
"Applicable Requirements: Shall mean and include with respect to
the
Mortgage Loans: (i) all contractual obligations of Seller,
Servicer,
and the Originator and any Prior Servicers including, without
limitation, those contractual obligations contained in this
Agreement, in any agreement with any insurer or in the Mortgage
Loan
Documents; (ii) all applicable federal, state and local legal and
regulatory requirements (including statutes, rules,
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regulations and ordinances) binding upon Seller, Servicer, the
Originator and any Prior Servicer; (iii) all other applicable
requirements and guidelines of each governmental agency, board,
commission, instrumentality and other governmental body or office
having jurisdiction, including without limitation those of any
insurer; (iv) all other applicable judicial and administrative
judgments, orders, stipulations, awards, writs and injunctions; and
(v) Accepted Servicing Practices.
Reconstitution Agreement: Any of the agreement or agreements
entered
into by the Purchaser and/or certain third parties, and if
necessary
the Seller and the Servicer, on the Reconstitution Date or Dates
with respect to any or all of the Mortgage Loans conveyed
hereunder,
in connection with a Whole Loan Transfer, Agency Transfer, or a
Pass-Through Transfer as set forth in Section 11.01."
3.
The fourth and fifth paragraphs of the Agreement shall be deleted
in their entirety and replaced with the following:
"WHEREAS, the Purchaser, the Servicer, and the Seller wish to
prescribe the representations and warranties of the Seller with
respect to itself and the Mortgage Loans and the management,
servicing, transfer and control of the Mortgage Loans;
NOW, THEREFORE, in consideration of the mutual agreements
hereinafter set forth, and for other good and valuable
consideration, the receipt and adequacy of which is hereby
acknowledged, the Purchaser, the Servicer, and the Seller agree as
follows:"
4.
The fourth paragraph of Section 2.02 shall be deleted in their
entirety and replaced by the following:
"The Purchaser shall be entitled to (1) all scheduled
principal due after the Cut-off Date, (2) all other recoveries of
principal collected on or after the Cut-off Date (provided,
however,
that all scheduled payments of principal due on or before the
Cut-off Date and collected by the Servicer or any successor
servicer
after the Cut-off Date shall belong to the Seller), and (3) all
payments of interest on the Mortgage Loans net of applicable
Servicing Fees (minus that portion of any such payment which is
allocable to the period prior to the Cut-off Date). The outstanding
principal balance of each Mortgage Loan as of the Cut-off Date is
determined after application of payments of principal due on or
before the Cut-off Date whether or not collected, together with any
unscheduled Principal Prepayments collected prior to the Cut-off
Date; provided, however, that
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payments of scheduled principal and interest prepaid for a Due Date
beyond the Cut-off Date shall not be applied to the principal
balance as of the Cut-off Date. Such prepaid amounts shall be the
property of the Purchaser. The Servicer shall deposit any such
prepaid amounts into the Custodial Account, which account is
established for the benefit of the Purchaser for subsequent
remittance by the Servicer to the Purchaser."
5.
Notwithstanding any other provision in this Amendment, the seventh
sentence in Section 2.04 shall be deleted in its entirety and
replaced by the
following:
"All rights arising out of the Mortgage Loans including, but
not limited to, all funds received on or in connection with the
Mortgage Loans and all records or documents with respect to the
Mortgage Loans prepared by or which come into the possession of the
Seller or Servicer shall be received and held by the Servicer in
trust for the benefit of the Purchaser as the owner of the Mortgage
Loans. "
6.
Sections 8.01 and 8.02 shall be deleted in their entirety and
replaced by the language set forth in Exhibit A attached hereto.
7.
Section 11.01 shall be deleted in its entirety and replaced by the
language set forth in Exhibit B attached hereto.
This Amendment shall be construed in accordance with the laws of
the State
of New York, and the obligations, rights and remedies of the
parties hereunder
shall be determined in accordance with such laws.
This Amendment may be executed in one or more counterparts and by
different parties hereto on separate counterparts, each of which,
when so
executed, shall constitute one and t
