Document/Exhibit Description Pages Size
1: 8-K Current Report 10 35K
2: EX-4.1 Pooling and Servicing Agreement 416 1.51M
3: EX-99.1 Mortgage Loan Purchase Agreement 44 149K
12: EX-99.10 Assignment, Assumption and Recognition Agreement 34 134K
13: EX-99.11 Seller's Warranties and Servicing Agreement 127 454K
14: EX-99.12 Assignment, Assumption and Recognition Agreement 23 79K
15: EX-99.13 Mortgage Servicing Purchase and Sale Agreement 118 332K
16: EX-99.14 Assignment, Assumption and Recognition Agreement 46 166K
17: EX-99.15 Assignment, Assumption and Recognition Agreement 3 16K
18: EX-99.16 Master Mortgage Loan Purchase and Servicing 91 301K
Agreement
19: EX-99.17 Assignment, Assumption and Recognition Agreement 45 155K
20: EX-99.18 Assignment, Assumption and Recognition Agreement 3 14K
21: EX-99.19 Mortgage Loan Flow Purchase, Sale & Servicing 48 230K
Agreement
4: EX-99.2 Assignment, Assumption and Recognition Agreement 27 91K
5: EX-99.3 Master Seller's Warranties and Servicing Agreement 125 492K
6: EX-99.4 Assignment, Assumption and Recognition Agreement 20 68K
7: EX-99.5 Mortgage Loan Purchase Agreement 44 144K
8: EX-99.6 Regulation Ab Amendment 13 44K
9: EX-99.7 Mortgage Loan Purchase Agreement 50 163K
10: EX-99.8 Servicing Agreement 60 223K
11: EX-99.9 Regulation Ab Amendment to Servicing Agreement 37 121K
EXHIBIT 99.6
REGULATION AB AMENDMENT TO MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
This REGULATION AB AMENDMENT TO MORTGAGE LOAN PURCHASE AND SALE AGREEMENT
dated as of March 1, 2006 (the "Amendment") between WASHINGTON MUTUAL MORTGAGE
SECURITIES CORP., a Delaware corporation (the "Seller"), and MERRILL LYNCH
MORTGAGE LENDING, INC., a Delaware corporation, as purchaser (the "Purchaser"),
is made with respect to the Mortgage Loan Purchase Agreement dated as of
November 1, 2005 (the "Original Purchase Agreement") between the Seller 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 9.1(a).
Qualified Correspondent: Any Person from which the Seller purchased
Mortgage Loans, provided that the following conditions are satisfied: (i)
such Mortgage Loans were originated pursuant to an
agreement between the Seller and such Person that contemplated that such
Person would underwrite mortgage loans from time to time, for sale to the
Seller, in accordance with underwriting guidelines designated by the 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 the
Seller within 180 days after origination; (iii) either (x) the Designated
Guidelines were, at the time such Mortgage Loans were originated, used by
the Seller in origination of mortgage loans of the same type as the
Mortgage Loans for the Seller's own account or (y) the Designated
Guidelines were, at the time such Mortgage Loans were underwritten,
designated by the Seller on a consistent basis for use by lenders in
originating mortgage loans to be purchased by the Seller; and (iv) the
Seller employed, at the time such Mortgage Loans were acquired by the
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 the Seller.
Reconstitution: Any Securitization Transaction or Whole Loan Transfer.
Reconstitution Agreement: An agreement or agreements entered into by
the Seller 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.
Required Notice: With respect to any Reconstitution, 15 days' prior
written notice (i) accompanied by loan-level data with respect to the
Mortgage Loans intended for inclusion in such Reconstitution and (ii)
specifying the percentage of mortgage loans in the entire related
transaction that consist of Mortgage Loans.
Securities Act: The Securities Act of 1933, as amended.
Securitization Transaction: Any transaction involving either (1) a
sale or other transfer of some or all of the Mortgage Loans directly or
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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 the Seller pursuant to
Sections 9.4(a) and (b).
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 the 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.
Portfolio Loans: The meaning as set forth in Section 9.1(d) herein.
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 "Pass-Through Transfer
Servicing Agreement."
(d) Section 4.2 of the Original Purchase Agreement is amended and restated
in its entirety to read as follows:
SECTION 4.2 REMEDIES
It is understood and agreed that the representations and warranties
set forth in Section 4.1 shall survive the sale of the Mortgage Loans to
Purchaser and shall inure to the benefit of Purchaser notwithstanding any
examination of any Mortgage File or other documents relating to the
Mortgage Loans by Purchaser.
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Upon discovery by either Seller or Purchaser of a breach of any of the
representations and warranties set forth in Section 4.1, the party
discovering such breach shall give prompt written notice to the other.
Within 60 days after the earlier of discovery or its receipt of notice of
any breach of a representation or warranty set forth in Section 4.1 above
relating to a particular Mortgage Loan which materially and adversely
affects the value of the Mortgage Loan or Purchaser's interest therein,
Seller shall cure such breach in all material respects. If the Seller fails
to cure such breach in all material respects within the cure period, at
Purchaser's option, the Seller shall repurchase the Mortgage Loan for an
amount equal to (i) the Unpaid Principal Balance of the Mortgage Loan plus
(ii) interest on such Unpaid Principal Balance at the applicable Mortgage
Interest Rate (less the related Servicing Fee) from the date to which
interest has last been paid by the Mortgagor to and including the last day
of the month in which such repurchase occurs plus (iii) with respect to any
Mortgage Loan subject to a Securitization Transaction, any costs or damages
(in excess of the amounts to be paid pursuant to clauses (i) and (ii)
above) incurred by the related trust in connection with any violation by
such Mortgage Loan of any predatory and abusive lending laws, to the extent
such costs and damages result from a breach of the representation and
warranty made by the Seller pursuant to Section 4.1(i)(xxiv) of this
Agreement. Any such repurchase shall be accomplished by the deposit by
Seller in the account designated by Purchaser of the amount of the
repurchase price in immediately available funds. Within five (5) Business
Days after Seller's deposit of the repurchase amount, Purchaser shall cause
the Custodian to endorse the applicable Mortgage Notes and assign the
applicable Mortgages to Seller and promptly deliver such instruments,
together with all related Mortgage Loan documents, to Seller and shall take
all other steps necessary to effect the reconveyance of any repurchased
Mortgage Loan to the Seller. If the Seller repurchases any MERS Loan, the
Servicer shall be authorized to (i) cause the MERS System to reflect such
repurchase or (ii) cause MERS to remove the repurchased Mortgage Loan from
registration on the MERS System and execute and deliver an Assignment of
Mortgage to reflect the transfer of such Mortgage Loan to the Seller or its
designee.
Seller shall indemnify and hold harmless Purchaser, and will reimburse
Purchaser, for, all losses, liabilities, damages, penalties, fines,
forfeitures, deficiencies, claims, judgments or other costs or expenses
incurred by Purchaser, to the extent that such loss, liability, damage,
penalty, fine, forfeiture, deficiency, claim, judgment or other expense
results from a claim by a third party based on a breach of any
representation or warranty made by Seller as set forth in Section 4.1(i)
above; provided, however, in no event shall the Seller have any liability
for any indirect, special or consequential losses, liabilities, damages,
penalties, fines, forfeitures, deficiencies, claims, judgments or other
costs or expenses incurred by Purchaser (or its successors or assigns).
4
Promptly after receipt by Purchaser of notice of the commencement of
any action, Purchaser shall, if a claim in respect thereof is to be made
against Seller under this Agreement, notify Seller of the commencement
thereof; but the omission so to notify Seller will not relieve Seller of
any liability that it may have to Purchaser otherwise than under this
Agreement. In case any such action is brought against Purchaser, and it
notifies Seller of the commencement thereof, Seller shall be entitled to
participate at its own expense in the defense, or, if Seller so elects, to
assume the defense of any suit against Purchaser by a third party resulting
from a breach of the representations and warranties made by Seller in this
Section 4.2. If Seller elects to assume the defense of any such suit, such
defense shall be conducted by counsel chosen by Seller. In the event Seller
elects to assume the defense of any such suit and retain such counsel,
Purchaser may retain additional counsel but shall bear the fees and
expenses of such counsel. In no event shall Seller, in connection with any
proceeding or related proceedings in the same jurisdiction, be liable for
the fees and expenses of more than one counsel for Purchaser. All such fees
and expenses shall be reimbursed as they are incurred.
Seller shall not be required to indemnify any person for any
settlement of any claim effected without Seller's consent, which consent
shall not be unreasonably withheld. Seller shall not, without the prior
written consent of Purchaser, which consent shall not be unreasonably
withheld, effect any settlement of any pending or threatened proceeding to
which Purchaser is a party and indemnity is sought hereunder by Purchaser
unless such settlement includes an unconditional release of Purchaser from
all liability on claims that are the subject matter of such proceeding.
(e) Article 9 of the Original Purchase Agreement is amended and restated in
its entirety to read as follows:
ARTICLE 9
RECONSTITUTIONS; REGULATION AB COMPLIANCE
SECTION 9.1 RECONSTITUTIONS
(a) Upon Required Notice to the Seller, the Purchaser, at its sole
option, may effect one or more Reconstitutions with respect to some or all
of the Mortgage Loans sold pursuant to this Agreement, retaining the
Servicer as servicer or subservicer, if a master servicer is employed;
provided, however, that no Reconstitution may be made by the Purchaser or
any of its permitted assignees 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; provided, that the
Purchaser's completion of a Clean-Up Transfer (as defined below) shall not
be counted for purposes of this subclause (i), (ii) the Purchaser or its
designee shall fail to use commercially reasonable efforts to provide the
Seller or the Servicer with
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initial drafts of all documents for which the Seller 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"), (iii) the Purchaser or its designee shall fail to use
commercially reasonable efforts to provide the Seller or the Servicer with
a final list of the Mortgage Loans subject to such Reconstitution at least
2 Business Days prior to the related Subsequent Transfer Settlement Date,
(iv) any Mortgage Loan is subject to more than one Reconstitution in any
given calendar month, (v) the related Subsequent Transfer Settlement Date
occurs on or prior to the related Servicing Cut-off Date or (ii) any single
investor would own Mortgage Loans having an aggregate unpaid principal
balance immediately following such Reconstitution of less than $5,000,000;
provided, that the Purchaser may complete one Reconstitution of less than
$5,000,000 (a "Clean-Up Transfer").
(b) The Purchaser shall promptly notify the Seller if the percentage
of Mortgage Loans in the entire related transaction increases above the
percentage specified in the Required Notice.
(c) The Purchaser shall reimburse the Seller for all reasonable
out-of-pocket expenses, including attorneys' fees, incurred by the Seller
in connection with any Reconstitution.
(d) If at any time, the aggregate Unpaid Principal Balance of any
Mortgage Loans serviced under the Servicing Agreement and retained by the
Purchaser ("Portfolio Loans") is less than one or equal to one percent (1%)
of the Unpaid Principal Balance of such Portfolio Loans as of the related
Closing Date, the Seller or its designee may elect, in its sole discretion,
to purchase such Portfolio Loans. The purchase price of Mortgage Loans
purchased by the Seller or its designee pursuant to this Section 9.1(d)
shall equal the lesser of (i) the aggregate fair market value of such
Mortgage Loans at the time of purchase by the Seller or its designee and
(ii) the aggregate Unpaid Principal Balance of such Mortgage Loans, plus
the amount of interest on such Unpaid Principal Balance of such Mortgage
Loans, at the applicable Net Rate (as defined in the Servicing Agreement)
from the date to which interest has last been paid and distributed to the
Purchaser under the Servicing Agreement to, and including, the last day of
the month in which such purchase occurs.
SECTION 9.2 RECONSTITUTION AGREEMENTS
In connection with each Permitted Reconstitution, the Seller 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
6
by mortgage loans similar to the Mortgage Loans included in such
Securitization Transaction.
SECTION 9.3 INTENT OF THE PARTIES; REASONABLENESS
The Purchaser and the Seller acknowledge and agree that the purpose of
Sections 9.4 and 9.5 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 Seller acknowledges 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
other than in good faith, or for purposes other than compliance with the
Securities Act, the Exchange Act and the rules and regulations of the
Commission thereunder (or the provision in a private offering of disclosure
comparable to that required under the Securities Act). The Seller
acknowledges that interpretations of the requirements of Regulation AB may
change over time, whether due to interpretive guidance provided by the
Commission or its staff, consensus among participants in the asset-backed
securities markets, advice of counsel, or otherwise, and agrees to comply
with requests made by the Purchaser or any Depositor in good faith for
delivery of information under these provisions on the basis of evolving
interpretations of Regulation AB. Each party agrees that it shall cooperate
in good faith to amend this Amendment and/or the Original Purchase
Agreement in light of any changes in the interpretations of the
requirements of Regulation AB over time, whether due to interpretive
guidance provided by the Commission or its staff, consensus among
participants in the asset-backed securities markets, advice of counsel, or
otherwise. In connection with any Securitization Transaction, the Seller
shall cooperate fully with the Purchaser to deliver to the Purchaser
(including any of its assignees or designees) and any Depositor, any and
all statements, reports, certifications, records and any other information
necessary in the good faith determination of the Purchaser or such
Depositor to permit the Purchaser or such Depositor to comply with the
provisions of Regulation AB, together with such disclosures relating to the
Seller, any Third-Party Originator and the Mortgage Loans, reasonably
believed by the Purchaser or such Depositor to be necessary in order to
effect such compliance.
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The Purchaser (including any of its assignees or designees) shall
cooperate with the Seller by providing timely notice of requests for
information under these provisions and by reasonably limiting such requests
to information required, in the Purchaser's reasonable judgment, to comply
with Regulation AB.
SECTION 9.4 INFORMATION TO BE PROVIDED BY THE SELLER
In connection with any Securitization Transaction, the Seller shall
(i) within five Business Days following request by the Purchaser or any
Depositor, provide to the Purchaser and such Depositor (or, as applicable,
cause each Third-Party Originator to provide), in writing and in form and
substance reasonably satisfactory to the Purchaser and such Depositor, the
information and materials specified in paragraphs (a) and (b) of this
Section 9.4, and (ii) as promptly as practicable following notice to or
discovery by the Seller, provide to the Purchaser and any Depositor (in
writing and in form and substance reasonably satisfactory to the Purchaser
and such Depositor) the information specified in paragraph (c) of this
Section.
(a) If so requested by the Purchaser or any Depositor, the Seller
shall provide such information regarding (i) the Seller, as originator of
the Mortgage Loans (including as an acquirer of Mortgage Loans from a
Qualified Correspondent), or (ii) each Third-Party Originator, as is
requested for the purpose of compliance with Items 1103(a)(1), 1105, 1110,
1117 and 1119 of Regulation AB. Such information shall include, at a
minimum:
(i) the originator's form of organization;
(ii) a description of the originator's origination program and
how long the originator has been engaged in originating residential
mortgage loans, which description shall include a discussion of the
originator's experience in originating mortgage loans of a similar type as
the Mortgage Loans; information regarding the size and composition of the
originator's origination portfolio; and information that may be material,
in the good faith judgment of the Purchaser or any Depositor, to an
analysis of the performance of the Mortgage Loans, including the
originator's credit-granting or underwriting criteria for mortgage loans of
similar type(s) as the Mortgage Loans and such other information as the
Purchaser or such Depositor may reasonably request for the purpose of
compliance with Item 1110(b)(2) of Regulation AB;
(iii) a description of any material legal or governmental
proceedings pending (or known to be contemplated) against the Seller and
each Third-Party Originator; and
8
(iv) a description of any affiliation or relationship between the
Seller each Third-Party Originator and any of the following parties to a
Securitization Transaction, as such parties are identified to the Seller by
the Purchaser or any Depositor in writing not less than five Business Days
in advance of such Securitization Transaction:
(A) the Sponsor;
(B) the Depositor;
(C) the Issuing Entity;
(D) any servicer;
(E) any trustee;
(F) any originator;
(G) any significant obligor;
(H) any enhancement or support provider; and
(I) any other material transaction party.
(b) If so requested by the Purchaser or any Depositor, the Seller
shall provide (or, as applicable, cause each Third-Party Originator to
provide) Static Pool Information with respect to the mortgage loans (of a
similar type as the Mortgage Loans, as reasonably identified by the
Purchaser as provided below) originated by (i) the Seller, if the Seller is
an originator of Mortgage Loans (including as an acquirer of Mortgage Loans
from a Qualified Correspondent) and/or (ii) each Third Party Originator.
Such Static Pool Information shall be prepared by the Seller (or Third
Party Originator) on the basis of its reasonable, good faith interpretation
of the requirements of Item 1105(a)(1)-(3) of Regulation AB. To the extent
that there is reasonably available to the Seller (or Third Party
Originator) Static Pool Information with respect to more than one mortgage
loan type, the Purchaser or any Depositor shall be entitled to specify
whether some or all of such information shall be provided pursuant to this
paragraph. The content of such Static Pool Information may be in the form
customarily provided by the Seller, and need not be customized for the
Purchaser or any Depositor. Such Static Pool Information for each vintage
origination year or prior securitized pool, as applicable, shall be
presented in increments no less frequently than quarterly over the life of
the mortgage loans included in the vintage origination year or prior
securitized pool. The most recent periodic increment must be as of a date
no later than 135 days prior to the date of the prospectus or other
offering document in which the Static Pool Information is to be included or
incorporated by reference. The Static Pool Information shall be provided in
an electronic format that provides a permanent record of the information
provided, such as a portable document format (pdf) file, or other such
electronic format reasonably required by the Purchaser or such Depositor,
as applicable.
9
Promptly following notice or discovery of a material error in Static
Pool Information provided pursuant to the immediately preceding paragraph
(including an omission to include therein information required to be
provided pursuant to such paragraph), the Seller shall provide (or, as
applicable, cause any Third Party Originator to provide) corrected Static
Pool Information to the Purchaser or any Depositor, as applicable, in the
same format in which Static Pool Information was previously provided to
such party by the Seller (or Third Party Originator).
If so requested by the Purchaser or any Depositor, the Seller shall
provide (or, as applicable, cause each Third Party Originator to provide),
at the expense of the requesting party, such agreed-upon procedures letters
of certified public accountants reasonably acceptable to the Purchaser or
such Depositor, as applicable, pertaining to Static Pool Information
relating to prior securitized pools for securitizations closed on or after
January 1, 2006 or, in the case of Static Pool Information with respect to
the Seller's or Third-Party Originator's originations or purchases, to
calendar months commencing prior to January 1, 2006, as the Purchaser or
such Depositor shall reasonably request. Such statements and letters shall
be addressed to and be for the benefit of such parties as the Purchaser or
such Depositor shall designate, which may include, by way of example, any
Sponsor, any Depositor and any broker dealer acting as underwriter,
placement agent or initial purchaser with respect to a Securitization
Transaction. Any such statement or letter may take the form of a standard,
generally applicable document accompanied by a reliance letter authorizing
reliance by the addressees designated by the Purchaser or such Depositor.
(c) For the purpose of satisfying the Purchaser's or any Depositor's
reporting obligation under the Exchange Act with respect to any class of
asset-backed securities, the Seller shall (or shall cause each Third-Party
Originator to) (i) notify the Purchaser and such Depositor in writing of
(A) any material litigation or governmental proceedings pending against the
Seller or any Third-Party Originator and (B) any affiliations or
relationships that develop following the closing date of a Securitization
Transaction between the Seller or any Third-Party Originator and any of the
parties specified in clause (iv) of Section 9.4(a) (and any other parties
identified in writing by the requesting party) with respect to such
Securitization Transaction, and (ii) provide to the Purchaser and such
Depositor a description of such proceedings, affiliations or relationships.
SECTION 9.5 INDEMNIFICATION
(a) With respect to any Securitization Transaction for which any
Seller Information is included in a related Disclosure Document, the
10
Seller, on the one hand, and the Purchaser and the Depositor, on the other
hand, shall execute and deliver an Indemnification Agreement in
substantially the form attached as EXHIBIT I to the Servicing Agreement,
pursuant to which each such party shall indemnify the other party or
parties and each Person who controls any of such parties (within the
meaning of Section 15 of the Securities Act) for the matters set forth in
such Indemnification Agreement.
(b) The Seller shall indemnify the Purchaser, the Depositor, each
Sponsor, each Issuing Entity and each Person responsible for the
preparation, execution or filing of any report required to be filed with
the Commission with respect to such Securitization Transaction, or for
execution of a certification pursuant to Rule 13a-14(d) or Rule 15d-14(d)
under the Exchange Act with respect to such Securitization Transaction and
each Person who controls any of such parties (within the meaning of Section
20 of the Exchange Act), and shall hold each of them harmless from and
against any losses damages, penalties, fines, forfeitures, legal fees and
expenses and related costs, judgments, and any other costs, fees and
expenses that any of them may sustain arising out of or based upon any
untrue statement of a material fact contained in any information delivered
in written or electronic form by the Seller pursuant to Section 9.4(c).
ARTICLE II
MISCELLANEOUS
SECTION 2.1 CONDITIONS TO EFFECTIVENESS
This Amendment shall be effective upon the execution and delivery by both
parties of this Amendment.
SECTION 2.2 REFERENCE TO AND EFFECT ON THE PURCHASE AGREEMENT AND THE
SERVICING AGREEMENT
Each reference in the Purchase Agreement to "this Agreement" or otherwise
to the Purchase Agreement shall hereafter be deemed to refer to the Purchase
Agreement as amended hereby. Each reference to the Purchase Agreement in the
Servicing Agreement or in any other document or agreement executed in connection
therewith or with the Servicing Agreement shall hereafter be deemed to refer to
the Purchase Agreement as amended hereby.
SECTION 2.3 RATIFICATION
The Purchase Agreement, as amended by this Amendment, is hereby ratified
and confirmed and shall continue unimpaired and in full force and effect in
accordance with
11
the provisions thereof, as amended or modified on or prior to the date hereof
and as hereby amended.
SECTION 2.4 APPLICABLE LAW
This Amendment shall be governed by and construed in accordance with the
laws of the State of New York (including Section 5-1401 of the New York General
Obligations Law) and the obligations, rights and remedies of the parties
hereunder shall be determined in accordance with such laws without giving effect
to conflict of laws principles other than Section 5-1401 of the New York General
Obligations Law.
SECTION 2.5 SEVERABILITY
Any provision of this Amendment which is prohibited or unenforceable in any
jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
such prohibition or unenforceability without invalidating the remaining
provisions of this Amendment and without affecting the validity or
enforceability of such or any other provision in any other jurisdiction.
SECTION 2.6 COUNTERPARTS
This Amendment may be executed simultaneously in counterparts, each of
which shall be deemed an original, and it shall not be necessary in making proof
of this Amendment to produce or account for more than one such counterpart for
each party hereto.
[Signature page follows]
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The Seller and the Purchaser have caused this Regulation AB Amendment to
Purchase Agreement to be executed as of the date set forth above.
SELLER:
WASHINGTON MUTUAL MORTGAGE SECURITIES
CORP.
a Delaware corporation
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
PURCHASER:
MERRILL LYNCH MORTGAGE LENDING, INC.
a Delaware corporation
By:
------------------------------------
Name:
----------------------------------
Title:
---------------------------------
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Dates Referenced Herein and Documents Incorporated by Reference
| Referenced-On Page |
|---|
| This ‘8-K’ Filing | | Date | | First | | Last | | | Other Filings |
|---|
| |  |
| Filed on: | | 10/16/06 | | | | | | | None on these Dates |
| For Period End: | | 9/1/06 |
| | 3/1/06 | | 1 |
| | 1/1/06 | | 10 |
| | 11/1/05 | | 1 |
| | 1/7/05 | | 2 |
| List all Filings |
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