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 the same agreement.
This Amendment shall inure to the benefit of and be binding upon the
Seller, the Servicer and the Purchaser, and each of their respective successors
and permitted assigns under the Agreement.
Capitalized terms used but not defined herein shall have the respective
meanings ascribed thereto is the Agreement.
[SIGNATURES ON THE FOLLOWING PAGE]
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IN WITNESS HEREOF, the parties have caused their names to be signed to
this Amendment by their respective duly authorized officers as of the date first
written above.
JPMORGAN CHASE BANK, NATIONAL
ASSOCIATION
a national banking association
By: /s/ Xxxxx Xxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxx
---------------------------------
Title: Vice President
---------------------------------
CHASE HOME FINANCE LLC
a limited liability corporation
By: /s/ Xxxxx Xxxxxxx
---------------------------------
Name: Xxxxx Xxxxxxx
---------------------------------
Title: Vice President
---------------------------------
BANK OF AMERICA, NATIONAL
ASSOCIATION,
a national banking association
By: /s/ Xxxxx X. Good
---------------------------------
Name: Xxxxx X. Good
---------------------------------
Title: Vice President
---------------------------------
[Amendment to WL-L Mortgage Loan Purchase, Warranties and Servicing Agreement]
EXHIBIT A
8.01 Indemnification: Third Party Claims.
Each of the Seller and the Servicer agrees to indemnify the Purchaser and
hold it harmless against any and all claims, losses, damages, penalties, fines,
forfeitures, legal fees and related costs, judgments, and any other costs, fees
and expenses that the Purchaser may sustain in any way related to the failure of
such party to observe and perform its duties, obligations, covenants, and
agreements to service the Mortgage Loans in strict compliance with the terms of
this Agreement; provided that such party shall not be required to indemnify
Purchaser with respect to any amounts otherwise paid to the Purchaser with
respect to the Repurchase Price, as provided in Section 3.03. The Seller agrees
to indemnify the Purchaser and hold it harmless against any and all claims,
losses, damages, penalties, fines, forfeitures, legal fees and related costs,
judgments, and any other costs, fees and expenses that the Purchaser may sustain
in any way related to the breach of a representation or warranty set forth in
Sections 3.01 or 3.02 of this Agreement; provided that Seller shall not be
required to indemnify Purchaser with respect to any amounts otherwise paid to
the Purchaser with respect to the Repurchase Price, as provided in Section 3.03.
The Seller, or the Servicer, as applicable, shall immediately notify the
Purchaser if a claim is made by a third party with respect to this Agreement or
the Mortgage Loans, assume (with the prior written consent of the Purchaser) the
defense of any such claim and pay all expenses in connection therewith,
including counsel fees, and promptly pay, discharge and satisfy any judgment or
decree which may be entered against it or the Purchaser in respect of such
claim. The Seller, or the Servicer, as applicable, shall follow any written
instructions received from the Purchaser in connection with such claim. The
Purchaser shall promptly reimburse the Seller, or the Servicer, as applicable,
for all amounts advanced by it pursuant to the two preceding sentences except
when the claim relates to the failure of the Servicer to service and administer
the Mortgages in strict compliance with the terms of this Agreement, the breach
of representation or warranty set forth in Sections 3.01 or 3.02, or the
negligence, bad faith or willful misconduct of Seller, or the Servicer, as
applicable. The provisions of this Section 8.01 shall survive termination of
this Agreement.
Section 8.02 Merger or Consolidation of the Seller.
Each of the Seller and the Servicer will keep in full effect its
existence, rights and franchises as a corporation under the laws of the state of
its incorporation or a national banking association under federal law, as
applicable, except as permitted herein, and will obtain and preserve its
qualification to do business as a foreign corporation in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Agreement, or any of the Mortgage Loans and to perform
its duties under this Agreement.
Exh. A-1
Any person into which the Seller, or the Servicer, as applicable, may be
merged or consolidated, or any corporation resulting from any merger, conversion
or consolidation to which the Seller, or the Servicer, as applicable, shall be a
party, or any Person succeeding to the business of the Seller, or the Servicer,
as applicable, whether or not related to loan servicing, shall be the successor
of the Seller, or the Servicer, as applicable, hereunder, without the execution
or filing of any paper or any further act on the part of any of the parties
hereto, anything herein to the contrary notwithstanding; provided, however, that
the successor or surviving Person shall be an institution (i) having a GAAP net
worth of not less than $25,000,000, (ii) the deposits of which are insured by
the FDIC, SAIF and/or BIF, or which is a HUD-approved mortgagee whose primary
business is in origination and servicing of first lien mortgage loans, and (iii)
who is a FNMA or FHLMC approved seller/service in good standing. Furthermore, in
the event the Seller, or the Servicer, as applicable, transfers or otherwise
disposes of all or substantially all of its assets to an affiliate of the
Seller, such affiliate shall satisfy the condition above, and shall also be
fully liable to the Purchaser for all of the Seller's, or Servicer's, as
applicable, obligations and liabilities.
Exh. A-2
EXHIBIT B
Section 11.01 Reconstitution of Mortgage Loans.
(a) Each of the Seller and the Servicer acknowledges and the Purchaser
agrees that with respect to some or all of the Mortgage Loans, the Purchaser may
effect any of the following:
(i) one or more sales of the Mortgage Loans as whole loan
transfers (each, a "Whole Loan Transfer"); and/or
(ii) one or more Transfers; and/or
(iii) one or more sales of the Mortgage Loans as agency
transfers (each, an "Agency Transfer").
(b) With respect to each Whole Loan Transfer, Agency Transfer or
Pass Through Transfer, as the case may be, each of the Seller and the Servicer
agrees:
(i) to cooperate fully with the Purchaser and any prospective purchaser
with respect to all reasonable requests and reasonable due diligence procedures
including participating in meetings with rating agencies, bond insurers and such
other parties as the Purchaser shall designate and participating in meetings
with prospective purchasers of the Mortgage Loans or interests therein and
providing information reasonably requested by such purchasers;
(ii) to execute all agreements required to be executed by the Servicer
in connection with such Whole Loan Transfer, Agency Transfer or Pass-Through
Transfer provided that such agreements will not contain any greater obligations
on the part of Servicer as are contained in this Agreement and Servicer is given
an opportunity to review and reasonably negotiate in good faith the content of
such documents;
(iii) to deliver to the Purchaser and to any Person designated by the
Purchaser for inclusion in any prospectus or other offering material such
publicly available information regarding the Seller or the Servicer its
underwriting standards, its financial condition and its mortgage loan
delinquency, foreclosure experience and any additional information reasonably
requested by the Purchaser, and to indemnify the Purchaser and its affiliates
for material misstatements contained in such information, and to deliver such
statements and audit letters of reputable, certified public accountants
pertaining to information provided by the Seller or the Servicer as shall be
reasonably requested by the Purchaser;
(iv) to deliver to the Purchaser, and to any Person designated by the
Purchaser, such in house opinions of counsel in a form reasonably acceptable to
the Purchaser as are customarily delivered by servicers and reasonably
determined by the Purchaser to be necessary in connection with Whole Loan
Transfers, Agency Transfers or Pass Through Transfers;
(v) to make all representations and warranties with respect to the
Mortgage Loans as of the Closing Date and with respect to the Seller or the
Servicer itself as of the closing date of each Whole Loan Transfer, Agency
Transfer or Pass-Through Transfer;
Exh. B-1
(vi) to make representations and warranties (1) that the Servicer has
serviced the Mortgage Loans in accordance with the terms of this Agreement,
provided accurate statements to the Purchaser pursuant to Section 5.02 of this
Agreement, and otherwise complied with all covenants and obligations hereunder
and (2) that the Seller has taken no action nor omitted to take any required
action the omission of which would have the effect of impairing any mortgage
insurance or guarantee on the Mortgage Loans; and
(vii) the third party costs incurred by Seller or the Servicer in
connection with compliance with this Section 11.01, including but not limited to
the costs of opinions of outside special counsel that may be required for a
Whole Loan Transfer, Agency Transfer or Pass Through Transfer, shall be the
responsibility of the Purchaser.
All Mortgage Loans not sold or transferred pursuant to Whole Loan
Transfers, Agency Transfers or Pass-Through Transfers shall remain subject to
this Agreement and shall continue to be serviced in accordance with the terms of
this Agreement and with respect thereto this Agreement shall remain in full
force and effect.
Exh. B-2
