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Exhibit 4.5



                                                                                                                                                         


                                                                                                                                                           


 


MORTGAGE LOAN PURCHASE AND
SALE AGREEMENT


 


Between


  


[______]

(Seller)


 


and


 


WaMu Asset Acceptance
Corp.

 (Purchaser)


 


Dated as of
[___]


 


Residential First Lien
Mortgage Loans

Flow Delivery Program


 


                                                                                                                                                           


 





TABLE OF
CONTENTS



	
 

	
Page


	
ARTICLE 1. DEFINITIONS

	
1


	
ARTICLE 2. SALE AND CONVEYANCE OF MORTGAGE LOANS; PAYMENT OF PURCHASE
PRICE;  DELIVERY OF MORTGAGE FILES;

	
9


	
Section 2.1  Sale and Conveyance of Mortgage Loans; Payment of
Purchase Price

	
9


	
Section 2.2  Delivery of Mortgage Files

	
9


	
Section 2.3  Recordation of Mortgages and Assignments of
Mortgages

	
10


	
Section 2.4  Repurchases of and Substitutions for Defective
Mortgage Loans

	
10


	
ARTICLE 3. REPRESENTATIONS AND WARRANTIES OF THE SELLER CONCERNING
THE MORTGAGE LOANS; REPURCHASE OR SUBSTITUTION OF MORTGAGE LOANS

	
12


	
Section 3.1  Seller Representations and Warranties Concerning the
Mortgage Loans

	
12


	
Section 3.2  Additional Seller Representations and
Warranties

	
16


	
Section 3.3  Repurchases and Substitutions in the Event of Breach
of Seller Representations and Warranties

	
18


	
ARTICLE 4. COVENANTS

	
19


	
Section 4.1  Cooperation

	
19


	
Section 4.2  Representations, Warranties, Covenants and
Indemnities

	
19


	
Section 4.3  Delivery of Documents

	
19


	
Section 4.4  Consents and Approvals

	
19


	
Section 4.5  Confidentiality

	
20


	
ARTICLE 5. CONDITIONS TO PURCHASE

	
20


	
Section 5.1  Required Documents

	
20


	
Section 5.2  Correctness of Representations and
Warranties

	
20


	
Section 5.3  Compliance With Conditions

	
20


	
Section 5.4  Costs

	
21


	
ARTICLE 6. SALE PURSUANT TO Pooling and Servicing
Agreement

	
21


	
Section 6.1  Seller’s Consent to Assignment

	
21


	
Section 6.2  Indemnification

	
21


	
ARTICLE 7. MISCELLANEOUS PROVISIONS

	
22


	
Section 7.1  Amendment

	
22


	
Section 7.2  Recordation of Agreement

	
22


	
Section 7.3  Governing Law

	
23


	
Section 7.4  General Interpretive Principles

	
23


	
Section 7.5  Notices

	
23


	
Section 7.6  Severability of Provisions

	
24


	
Section 7.7  Exhibits

	
24


	
Section 7.8  Counterparts; Successors and Assigns

	
24


	
Section 7.9  Effect of Headings

	
24


	
Section 7.10  Other Agreements Superseded

	
25


	
Section 7.11  Intention of the Parties

	
25


	
Section 7.12  Nonsolicitation

	
25


	
Section 7.13  Attorneys’ Fees

	
26


	
Section 7.14  Security Interest

	
26


	
Section 7.15  Covenant Not to Place Purchaser or Trust Into
Bankruptcy

	
27







 




 


EXHIBITS


	
Exhibit A

	
CONTENTS OF MORTGAGE FILE


	
 

	
 


	
Exhibit B

	
TERM SHEET


	
 

	
 


	
Exhibit C

	
CONFIDENTIAL PRICING SUPPLEMENT





 









 


MORTGAGE LOAN PURCHASE
AND SALE AGREEMENT


 


        THIS MORTGAGE LOAN
PURCHASE AND SALE AGREEMENT dated as of [____] is among WaMu Asset Acceptance
Corp., a Delaware corporation, as purchaser, and [____], a [____], as seller.


PRELIMINARY
STATEMENT


        WHEREAS, in reliance upon the representations, warranties and covenants of the Seller contained here, the
Purchaser desires to purchase from the Seller, from time to time, and the Seller desires to sell to the Purchaser, from time to
time, certain residential first lien mortgage loans, subject to the terms and conditions of this Agreement, without
recourse;


        WHEREAS, the Purchaser and the Seller desire to prescribe in this Agreement the manner of sale by the
Seller and purchase by the Purchaser of such mortgage loans; and


        WHEREAS, following each purchase of mortgage loans from the Seller, the Purchaser intends to effect a Sale
(as defined below) with respect to those mortgage loans pursuant to a Pooling and Servicing Agreement (as defined
below).


        NOW,
THEREFORE, the Purchaser and the Seller agree as follows:


 


ARTICLE
1.



 DEFINITIONS


        Whenever used herein, the following words and phrases, unless the context otherwise requires, shall have
the following meanings:


        Agreement:  This Mortgage Loan Purchase and
Sale Agreement, including all exhibits, attachments and schedules hereto, and all amendments hereof and supplements
hereto.


        Appraised Value:  With respect to any
(i) Mortgage Loan that is not a Streamlined Mortgage Loan or ROV Mortgage Loan, the lesser of (a) the value set forth on the
appraisal made in connection with the origination of such Mortgage Loan as the value of the related Mortgaged Property and (b) the
purchase price paid for the Mortgaged Property; provided, however, that if such Mortgage Loan was originated in connection
with the refinance of a mortgage loan, the Appraised Value shall be the value set forth on the appraisal made in connection with
the origination of such Mortgage Loan as the value of the related Mortgaged Property; (ii) ROV Mortgage Loan, the lesser of
(a) the value set forth on the residential appraisal review made in connection with the origination of such Mortgage Loan as the
value of the related Mortgaged Property and (b) the purchase price paid for the Mortgaged Property; provided, however, that
if such ROV Mortgage Loan was originated in connection with the refinance of a mortgage loan, the Appraised Value shall be the
value set forth on the residential appraisal review made in connection with the origination of such ROV Mortgage Loan as the value
of the related Mortgaged Property; and (iii) Streamlined Mortgage Loan, the value set forth in the appraisal made in
connection with the origination of the mortgage loan being refinanced.


        ARM Loan:  A Mortgage Loan as to which the
related Mortgage Note provides that the Mortgage Interest Rate may be adjusted periodically.


        Assignment of Proprietary Lease:  With
respect to a Cooperative Loan, the assignment or mortgage of the related Cooperative Lease by the Mortgagor to the originator of
the Cooperative Loan.


        Buydown Agreement:  An agreement between a
Person and a Mortgagor pursuant to which such Person has provided a Buydown Fund.


        Buydown Fund:  A fund provided by the
originator of a Mortgage Loan or another Person with respect to a Buydown Loan which provides an amount sufficient to subsidize
regularly scheduled principal and interest payments due on such Buydown Loan for a period.


        Buydown Loan:  A Mortgage Loan for which the
Mortgage Interest Rate has been subsidized through a Buydown Fund provided at the time of origination of such Mortgage
Loan.


        Certificates:  As defined in the applicable
Term Sheet.


        Closing Date:  With respect to any Mortgage
Loan, the meaning set forth in the applicable Term Sheet.


        Closing Date Loan-to-Value Ratio:  With
respect to any Mortgage Loan, the Cut-Off Date Principal Balance of such Mortgage Loan divided by the value of the related
Mortgaged Property as of the related Closing Date.


        Code:  The Internal Revenue Code of 1986, as
amended from time to time, or any successor statute thereto.


        Confidential Pricing Supplement:  A
Confidential Pricing Supplement with respect to the Mortgage Loans purchased by the Purchaser from the Seller on a Closing Date, in
substantially the form attached as Exhibit C hereto.


        Cooperative:  A private cooperative housing
corporation which owns or leases land and all or part of a building or buildings, including apartments, spaces used for commercial
purposes and common areas therein, and whose board of directors authorizes, among other things, the sale of Cooperative
Stock.


        Cooperative Apartment:  A dwelling unit in a
multi-dwelling building owned or leased by a Cooperative, which unit the Mortgagor has an exclusive right to occupy pursuant to the
terms of a proprietary lease or occupancy agreement in accordance with the laws of the state in which the building is
located.


        Cooperative Lease:  With respect to a
Cooperative Loan, the proprietary lease or occupancy agreement with respect to the Cooperative Apartment occupied by the Mortgagor
and relating to the related Cooperative Stock, which lease or agreement confers an exclusive right to the holder of such
Cooperative Stock to occupy such apartment.


        Cooperative Loan:  A Mortgage Loan made in
respect of a Cooperative Apartment, evidenced by a Mortgage Note and secured by the related Cooperative Stock and the related
Cooperative Lease, together with (i) the related Security Agreement, (ii) the related Cooperative Stock Certificate, (iii) the
related assignment or mortgage of the Cooperative Lease, (iv) the related financing statements, (v) the related stock power or
other similar instrument and (vi) the related Recognition Agreement.


        Cooperative Stock:  With respect to a
Cooperative Loan, the stock, partnership interest or other ownership instrument in the related Cooperative.


        Cooperative Stock Certificate:  With respect
to a Cooperative Loan, the stock certificate or other instrument evidencing the related Cooperative Stock.


        Current Loan-to-Value Ratio:  As used in
Section 2.4(b), the Principal Balance of a Mortgage Loan as of the applicable date of substitution divided by the Appraised Value;
and as used in Section 3.1, the Cut-Off Date Principal Balance of a Mortgage Loan divided by the Appraised Value.


        Curtailment:  Any payment of principal on a
Mortgage Loan, made by or on behalf of the related Mortgagor, other than a Monthly Payment (including a Monthly Payment received
prior to its scheduled Due Date, which is intended to be applied on its scheduled Due Date) or a Payoff, which is applied to reduce
the outstanding principal balance of the Mortgage Loan.


        Custodian:  As defined in the related Term
Sheet.


        Cut-Off Date:  As to each Mortgage Loan, the
first day of the month in which the applicable Closing Date occurs.


        Cut-Off Date Principal Balance:  As to each
Mortgage Loan, the principal balance of such Mortgage Loan remaining to be paid as of the close of business on the applicable
Cut-Off Date, after deduction and application of all payments of principal due on or before such Cut-Off Date, whether or not
received.


        Destroyed Mortgage Note:  A Mortgage Note the
original of which (or a portion of the original of which) was permanently lost or destroyed and has not been replaced.


        Disclosure Documents:  As defined in
Section 6.2(a).


        Due Date:  With respect to any Mortgage Loan,
the day of the month on which Monthly Payments on such Mortgage Loan are due, exclusive of any days of grace, which day shall be
the first day of the month unless otherwise specified on the related Mortgage Loan Schedule.


        Fannie Mae:  The Federal National Mortgage
Association and any successor thereto.


        FHA:  The Federal Housing Administration, or
any successor thereto.


        Freddie Mac:  The Federal Home Loan Mortgage
Corporation and any successor thereto.


        High Cost/Covered Loan:  As defined in the
related Term Sheet.


        Index:  With respect to any ARM Loan, the
index set forth in the related Mortgage Note, which index is added to the Margin to determine the Mortgage Interest Rate on each
date on which the Mortgage Interest Rate is subject to adjustment.


        Initial Interest Rate Adjustment Date:  With
respect to any ARM Loan, the initial Due Date on which an adjustment to the Mortgage Interest Rate of such ARM Loan becomes
effective.


        Margin:  With respect to any ARM Loan, the
applicable fixed per annum percentage rate specified in the applicable Mortgage Note and designated as such in the related Mortgage
Loan Schedule.


        MERS:  Mortgage Electronic Registration
Systems, Inc., a Delaware corporation, or any successor thereto.


        MERS Loan:  Any Mortgage Loan registered on
the MERS® System for which MERS appears as the mortgagee of record on the related Mortgage or on an assignment
thereof.


        MERS® System:  The system of
electronically recording transfers of Mortgages maintained by MERS.


        MIN:  The Mortgage Identification Number for
a MERS Loan.


        MOM Loan:  A MERS Loan that was registered on
the MERS® System at the time of origination thereof and for which MERS appears as the mortgagee of record on the related
Mortgage.


        Monthly Payment:  With respect to any
Mortgage Loan, the scheduled monthly payment of principal and/or interest on such Mortgage Loan which is due on the related Due
Date for such Mortgage Loan.


        Mortgage:  The mortgage, deed of trust, or
other instrument securing a Mortgage Note.


        Mortgage File:  With respect to any Mortgage
Loan, the documents or instruments with respect to such Mortgage Loan described in Exhibit A hereto.


        Mortgage Interest Rate:  With respect to any
Mortgage Loan, the per annum rate at which interest accrues on such Mortgage Loan pursuant to the terms of the related Mortgage
Note.


        Mortgage Loan:  Each mortgage loan and
cooperative loan (if any), including each Substitute Mortgage Loan, listed on the Mortgage Loan Schedule to a Term Sheet. With
respect to each Mortgage Loan that is a Cooperative Loan, “Mortgage Loan” shall include, but not be limited to, the
Mortgage Note and the related Security Agreement, Assignment of Proprietary Lease, Recognition Agreement, Cooperative Stock
Certificate and Cooperative Lease and, with respect to each Mortgage Loan other than a Cooperative Loan, “Mortgage
Loan” shall include, but not be limited to, the Mortgage Note and the related Mortgage.


        Mortgage Loan Schedule:  The Schedule of
Mortgage Loans (which may consist of one or more separate schedules) attached as Schedule I to a Term Sheet. The Mortgage Loan
Schedule shall set forth at least the following information with respect to each Mortgage Loan listed therein to the extent
applicable: (i) its loan number, (ii) the city, state and zip code of the
Mortgaged Property, (iii) the Appraised Value of the property subject to the Mortgage, (iv) the Cut-Off Date Principal Balance, (v) (a) in the case of each Mortgage Loan that
is not an ARM Loan, the Mortgage Interest Rate of the Mortgage Note and (b) in the case of each ARM Loan, the Mortgage Interest
Rate, as of the Cut-Off Date, of the Mortgage Note and the Rate Ceiling, Rate Floor, Periodic Cap, Index and Margin, as applicable,
of the Mortgage Note, (vi) whether a Primary Insurance Policy is in effect as of the Cut-Off Date, (vii) the maturity of the Mortgage Note and (viii) the Servicing Fee Rate.


        Mortgage Note:  The note or other evidence of
the indebtedness of a Mortgagor under a Mortgage Loan.


        Mortgaged Property:  With respect to any
Mortgage Loan, other than a Cooperative Loan, the real property, together with improvements thereto, and, with respect to any
Cooperative Loan, the related Cooperative Stock and Cooperative Lease, securing the indebtedness of the Mortgagor under the related
Mortgage Note.


        Mortgagor:  The obligor(s) on a Mortgage
Note.


        Net Rate:  With respect to each Mortgage
Loan, the Mortgage Interest Rate less the Servicing Fee Rate.


        Original Loan-to-Value Ratio:  The original
principal amount of a Mortgage Loan divided by the Appraised Value.


        Payoff:  Any payment of principal on a
Mortgage Loan made by or on behalf of the related Mortgagor equal to the entire outstanding principal balance of such Mortgage
Loan, if received in advance of the last scheduled Due Date for such Mortgage Loan and accompanied by an amount of interest equal
to accrued unpaid interest on the Mortgage Loan to the date of such payment in full.


        Periodic Cap:  With respect to any ARM Loan,
any applicable limit on adjustment of the Mortgage Interest Rate for each date of adjustment specified in the applicable Mortgage
Note and designated as such in the related Mortgage Loan Schedule.


        Person:  Any individual, corporation,
partnership, limited liability company, joint venture, association, joint‐stock company, trust, unincorporated organization,
government or any agency or political subdivision thereof, or any other entity or organization, whether or not a legal
entity.


        Pooling and Servicing Agreement:  As defined
in the applicable Term Sheet, as such Pooling and Servicing Agreement is in effect on its date of execution.


        Primary Insurance Policy:  With respect to
any Mortgage Loan, a primary policy of mortgage guaranty insurance, if any, on such Mortgage Loan.


        Principal Balance:  With respect to any
Mortgage Loan (including any Substitute Mortgage Loan), as of any date of determination, the scheduled principal balance of such
Mortgage Loan under the terms of the related Mortgage Note as of such date, reduced by any Curtailments received with respect to
such Mortgage Loan prior to the calendar month of determination and by any Payoff received on or before the 14th day of the
calendar month of determination, and without adjustment solely by reason of any bankruptcy or similar proceeding or any moratorium
or similar waiver or grace period.


        Purchase Price:  For each Mortgage Loan, an
amount equal to the sum of (i) the product of the Cut-Off Date Principal Balance of such Mortgage Loan, multiplied by the related
Purchase Price Percentage, and (ii) the amount of interest (computed at the Net Rate) that has accrued on the Cut-Off Date
Principal Balance of such Mortgage Loan from the related Cut-Off Date to but not including the related Closing Date.


        Purchase Price Percentage:  For each Mortgage
Loan, as defined in the related Confidential Pricing Supplement.


        Purchaser:  WaMu Asset Acceptance Corp., a
Delaware corporation, and all successors in interest pursuant to Sections 6.1 and 7.8 hereof.


        Rate Ceiling:  With respect to any ARM Loan,
the maximum per annum Mortgage Interest Rate permitted under the related Mortgage Note.


        Rate Floor:  With respect to any ARM Loan,
the minimum per annum Mortgage Interest Rate, if any, permitted under the related Mortgage Note.


        Rating Agencies:  Each nationally recognized
statistical rating organization that has rated the related Certificates at the request of the Purchaser.


        Reacquired Mortgage Loan:  A Mortgage Loan
for which another Mortgage Loan is substituted pursuant to and in accordance with the provisions of Section 2.4 or 3.3.


        Recognition Agreement:  With respect to a
Cooperative Loan, the recognition agreement between the Cooperative and the originator of such Cooperative Loan.


        Recording Documents:  With respect to each
Mortgage Loan, the original recorded Mortgage relating to such Mortgage Loan and any intervening assignment thereof required to be
included in the Mortgage File with evidence of recording thereon (or a copy of such original Mortgage or intervening assignment
certified by the applicable recording office) (which may be in electronic form).


        Repurchase Price:  With respect to any
Mortgage Loan to be repurchased by the Seller pursuant to Section 2.4 or 3.3, an amount equal to the sum of (i) the Principal
Balance thereof as of the date of repurchase, (ii) one month’s interest at the applicable Net Rate on an amount equal to the
sum of (A) such Principal Balance and (B) the aggregate amount of all principal due but unpaid under the terms of the related
Mortgage Note to the extent not covered by an advance by the Servicer pursuant to the related Pooling and Servicing Agreement,
(iii) the aggregate amount of all principal and interest due but unpaid under the terms of the related Mortgage Note (whether or
not covered by an advance by the Servicer pursuant to the related Pooling and Servicing Agreement), (iv) the aggregate amount of
all unreimbursed advances of reimbursable expenses made by the Servicer with respect to such Mortgage Loan pursuant to the related
Pooling and Servicing Agreement and (v) all costs and damages incurred by the Purchaser or its transferee 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 such Seller pursuant to Section 3.1(vii); provided, however, that
to the extent that such costs and damages constitute a set-off against the principal balance of the Mortgage Loan, such costs and
damages will not be paid pursuant to this clause (v), and the amount paid pursuant to clause (i) above will be calculated without
regard to such set-off.


        ROV Mortgage Loan:  A Mortgage Loan with
respect to which the value set forth on the appraisal has been appealed and, as a result, an internal valuation has been conducted
and included in a residential appraisal review contained in the related credit file.


        Sale:  The sale of Mortgage Loans by the
Purchaser to a Trust pursuant to a Pooling and Servicing Agreement.


        Security Agreement:  With respect to a
Cooperative Loan, the agreement or mortgage creating a security interest in favor of the originator of the Cooperative Loan in the
related Cooperative Stock.


        Seller:  [____], and its assigns and
successors in interest.


        Seller Officer’s Certificate:  A
certificate signed by the Chairman of the Board, the President, any Vice President or the Treasurer of the Seller


        Seller’s Information:  As defined in
Section 6.2(a).


        Servicer:  As defined in the related Pooling
and Servicing Agreement.


        Servicing Fee Rate:  With respect to each
Mortgage Loan, the percentage set forth as such for such Mortgage Loan in the Mortgage Loan Schedule.


        Streamlined Mortgage Loan:  A Mortgage Loan
originated in connection with the refinance of a mortgage loan pursuant to the streamlined loan documentation program then in
effect of the related Seller.


        Substitute Mortgage Loan:  A Mortgage Loan
that is substituted for another Mortgage Loan pursuant to and in accordance with the provisions of Section 2.4 or 3.3.


        Substitution Price:  With respect to all
Reacquired Mortgage Loans for which Substitute Mortgage Loans are substituted by the Seller on a specific date pursuant to Section
2.4 or 3.3, an amount equal to the sum of (i) the excess, if any, of the aggregate Principal Balance of the Reacquired Mortgage
Loans over the aggregate Principal Balance of the Substitute Mortgage Loans, in each case, as of the date of substitution, (ii) one
month’s interest at the weighted average Net Rate for the Reacquired Mortgage Loans on an amount equal to the sum of (A) the
excess amount described in clause (i) above and (B) the aggregate amount of all principal due but unpaid on the Reacquired Mortgage
Loans under the terms of the related Mortgage Notes to the extent not covered by an advance by the Servicer pursuant to the related
Pooling and Servicing Agreement, (iii) the aggregate amount of all principal and interest due but unpaid on the Reacquired Mortgage
Loans under the terms of the related Mortgage Notes (whether or not covered by an advance by the Servicer pursuant to the related
Pooling and Servicing Agreement), (iv) the aggregate amount of all unreimbursed advances of reimbursable expenses made by the
Servicer with respect to such Reacquired Mortgage Loans pursuant to the related Pooling and Servicing Agreement and (v) the
aggregate amount of all costs and damages incurred by the Purchaser or its transferee in connection with any violations by such
Reacquired Mortgage Loans 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 such Seller pursuant to Section 3.1(vii); provided, however, that to the extent that
such costs and damages constitute a set-off against the principal balance of the related Reacquired Mortgage Loan, such costs and
damages will not be paid pursuant to this clause (v), and the amount paid pursuant to clause (i) above will be calculated without
regard to such set-off.


        Term Sheet:  A term sheet with respect to the
Mortgage Loans purchased by the Purchaser from the Seller on a Closing Date, in substantially the form attached hereto as
Exhibit B.


        Trust:  The trust created in connection with
the related Pooling and Servicing Agreement.


        Trustee:  As defined in the related Pooling
and Servicing Agreement.


        Underwriting Standards:  For each Mortgage
Loan, the published underwriting standards of the Seller, or, if such Mortgage Loan was underwritten pursuant to underwriting
standards other than the published underwriting standards of the Seller, then such other underwriting standards.


        VA:  The Department of Veterans Affairs
(formerly known as the Veterans Administration) and any successor thereto.


 


ARTICLE
2.



     SALE AND CONVEYANCE OF MORTGAGE LOANS;

PAYMENT OF PURCHASE PRICE;

 DELIVERY OF MORTGAGE FILES;


Section
2.1.          Sale and Conveyance of
Mortgage Loans; Payment of Purchase Price


(a)    On each Closing Date,
upon the receipt of the applicable Purchase Price, the Seller shall deliver to the Purchaser a Term Sheet and a Confidential
Pricing Supplement. As set forth in such Term Sheet, the Seller sells, transfers, assigns, sets over, and conveys to the Purchaser,
without recourse, but subject to the representations, warranties, terms and provisions of this Agreement and such Term Sheet, all
the right, title, and interest of the Seller in and to the Mortgage Loans described in the Mortgage Loan Schedule attached to such
Term Sheet.


(b)   In payment of the purchase
price for each of the Mortgage Loans pursuant to Section 2.1(a) and the applicable Term Sheet, and upon the terms and
conditions of this Agreement, on the related Closing Date the Purchaser shall pay to the Seller by wire transfer of immediately
available funds the applicable Purchase Price for each Mortgage Loan purchased on such Closing Date.


(c)    As of each Closing Date,
the Purchaser shall own and be entitled to receive with respect to each Mortgage Loan purchased on such Closing Date all Monthly
Payments due after the applicable Cut-Off Date, and all other payments and recoveries of principal and interest received on or
after such Cut-Off Date, other than payments that were due on or prior to such Cut-Off Date.


(d)   On or before each Closing Date,
the Seller shall deliver to the Purchaser with the related Term Sheet the related Mortgage Loan Schedule, which shall be in hard
copy or “read-only” electronic format (as reasonably acceptable to the Seller and the Purchaser).


Section
2.2.          Delivery of
Mortgage Files


The Seller shall deliver or cause to be delivered to the
Purchaser or its designee (which may be a Custodian), with respect to each Mortgage Loan sold by the Seller hereunder, on or before
the related Closing Date, at the Seller’s expense, each of the items or documents with respect to such Mortgage Loan required
to be included in the Mortgage File pursuant to the definition thereof.


Section
2.3.          Recordation of
Mortgages and Assignments of Mortgages


With respect to each Mortgage Loan (other than any Mortgage Loan
for which a Payoff has been made after the related Cut-Off Date and prior to the related Closing Date), in instances where, due to
a delay on the part of the recording office, any Recording Documents are not included in the Mortgage File delivered to the
Purchaser or its designee on or before the related Closing Date, the Seller shall transmit the Recording Documents to the Purchaser
or its designee within 270 days after the related Closing Date. In instances where, due to a delay on the part of the recording
office where any such Recording Documents have been delivered for recordation, the Recording Documents cannot be delivered to the
Purchaser or its designee within 270 days after such Closing Date, the Seller shall deliver to the Purchaser or its designee within
such time period a Seller Officer’s Certificate stating the date by which the Seller expects to receive such Recording
Documents from the applicable recording office. In the event that Recording Documents have still not been received by the Seller
and delivered to the Purchaser or its designee by the date specified in its previous Seller Officer’s Certificate delivered
to the Purchaser or its designee, the Seller shall deliver to the Purchaser or its designee by such date an additional Seller
Officer’s Certificate stating a revised date by which the Seller expects to receive the applicable Recording Documents. This
procedure shall be repeated until the Recording Documents have been received by the Seller and delivered to the Purchaser or its
designee.


Section
2.4.          Repurchases of and
Substitutions for Defective Mortgage Loans


(a)    Upon receipt of notice
from the Purchaser that any document, required to be included (pursuant to the definition of “Mortgage File”) in the
Mortgage File delivered to the Purchaser or its designee with respect to a Mortgage Loan sold by the Seller hereunder, was not
included therein or has not been executed, the Seller shall correct or cure such defect within 60 days from the date the Seller
receives notice thereof or, if such defect cannot be corrected or cured within such 60-day period, the Seller shall, not later than
the expiration of such 60-day period, either (a) repurchase such Mortgage Loan from the Purchaser or its transferee at the
Repurchase Price or (b) within the three-month period commencing on the related Closing Date (or within the two-year period
commencing on such Closing Date if the related Mortgage Loan is a “defective obligation” within the meaning of Section
860G(a)(4)(B)(ii) of the Code and Treasury Regulation Section 1.860G-2(f)), substitute for such Mortgage Loan one or more different
Substitute Mortgage Loans each of which is a “qualified replacement mortgage” (as defined in the Code); provided,
however, that in the event that such defect consists solely of the failure of the Seller to deliver any Recording Document with
respect to such Mortgage Loan, due to a delay on the part of the recording office, then the Seller shall not be required to
repurchase or substitute for such Mortgage Loan. If such defect would cause the Mortgage Loan to be other than a “qualified
mortgage” (as defined in the Code), then notwithstanding the previous sentence, the repurchase or substitution must occur
within the sooner of (i) 90 days from the date the defect was discovered by the Seller, the Purchaser or any other party to the
related Pooling and Servicing Agreement or (ii) in the case of substitution, two years from the related Closing Date.


(b)   Any number of Substitute
Mortgage Loans may be substituted for any number of Reacquired Mortgage Loans, subject to the limitations described in the next
sentence. With respect to the Mortgage Loans substituted on any date, (i) the aggregate Principal Balance of the Substitute
Mortgage Loans shall not exceed the aggregate Principal Balance of the Reacquired Mortgage Loans, (ii) each Substitute Mortgage
Loan shall mature no later than, and not more than two years earlier than, the weighted average date of maturity of the Reacquired
Mortgage Loans, (iii) each Substitute Mortgage Loan shall have a Current Loan-to-Value Ratio equal to or less than the weighted
average Current Loan-to-Value Ratio of the Reacquired Mortgage Loans, (iv) each Substitute Mortgage Loan shall have a Mortgage
Interest Rate on the date of substitution equal to or no more than 1 percentage point greater than the weighted average Mortgage
Interest Rate of the Reacquired Mortgage Loans, (v) if the Reacquired Mortgage Loans do not provide for any payments of principal
during an initial period, each Substitute Mortgage Loan also shall not provide for payments of principal during such initial period
and (vi) if the Reacquired Mortgage Loans are ARM Loans, then each Substitute Mortgage Loan shall (1) if applicable, have an
Initial Interest Rate Adjustment Date occurring on approximately the same date as, but not earlier than, the weighted average
Initial Interest Rate Adjustment Date of the Reacquired Mortgage Loans and interest rate adjustments thereafter at the same
frequency as the Reacquired Mortgage Loans, (2) if applicable, have a Margin, Rate Ceiling and Rate Floor equal to or greater than
the weighted average Margin, Rate Ceiling and Rate Floor of the Reacquired Mortgage Loans, (3) have the same terms (other than the
terms referenced in clauses (1) and (2) above) for adjusting the Mortgage Interest Rate as the Reacquired Mortgage Loans and (4) if
applicable, have the same terms for adjusting the amount of the minimum monthly payment as the Reacquired Mortgage Loans.
Furthermore, the Seller shall be deemed to have made as of the date of substitution the representations and warranties set forth in
Section 3.1 as to such Substitute Mortgage Loan (except that references to “Closing Date” and “Cut-Off
Date” in such Section 3.1 shall be deemed to be references to the date of substitution).  In addition, a Substitute
Mortgage Loan shall not be a High Cost Loan or Covered Loan (as such terms are defined in the Standard & Poor's LEVELS®
Glossary in effect on the date of substitution, with such exceptions thereto as the Purchaser and Standard & Poor’s
Ratings Services may reasonably agree). A Substitute Mortgage Loan may be substituted for a defective Mortgage Loan that is itself
a Substitute Mortgage Loan.


(c)    In connection with the
substitution of one or more Substitute Mortgage Loans for one or more Reacquired Mortgage Loans on any date, the Seller shall pay
to the Purchaser the Substitution Price for such Reacquired Mortgage Loans.


(d)   Concurrently with each such
substitution, the Seller shall deliver to and deposit with, or cause to be delivered to and deposited with, the Purchaser or its
designee the Mortgage File for each Substitute Mortgage Loan. Upon such substitution, the Substitute Mortgage Loan shall be subject
to the terms of this Agreement, to the extent applicable (including, without limitation, the Seller’s obligations with
respect to the Substitute Mortgage Loan pursuant to this Section 2.4 and Sections 2.3 and 3.3). The Seller and the Purchaser shall
amend the Mortgage Loan Schedule in a timely fashion to delete all repurchased Mortgage Loans and Reacquired Mortgage Loans and add
all Substitute Mortgage Loans.


(e)    The Seller shall pay any
Repurchase Price or Substitution Price by such method as is specified by the Purchaser in writing.


(f)     With respect to
each repurchased Mortgage Loan or Reacquired Mortgage Loan, the Seller shall own and be entitled to receive all scheduled payments
due after the date of repurchase or substitution, as applicable, any Curtailments received in or after the calendar month of
repurchase or substitution, as applicable, and any Payoff received after the 14th day of the calendar month of repurchase or
substitution, as applicable; and with respect to each Substitute Mortgage Loan, the Seller shall own and be entitled to receive all
scheduled payments due on or before the date of substitution. Any such payments received by the Purchaser or its transferee shall
promptly be remitted by the Purchaser to the Seller. With respect to each Substitute Mortgage Loan, the Purchaser shall own and be
entitled to receive all scheduled payments due after the date of repurchase or substitution, as applicable, any Curtailments
received in or after the calendar month of repurchase or substitution, as applicable, and any Payoff received after the 14th day of
the calendar month of repurchase or substitution, as applicable. Any such payments received by the Seller shall promptly be
remitted by the Seller to the Purchaser or its transferee.


(g)    Upon receipt by the
Purchaser of the Repurchase Price or the Substitution Price, as applicable, and (in the case of a substitution for a Mortgage Loan
pursuant to this Section 2.4 or Section 3.3) upon receipt by the Purchaser of such instruments of transfer or assignment, in each
case without recourse, as shall be necessary to vest in the Purchaser title to any Substitute Mortgage Loan, the Purchaser shall
release to the Seller the Mortgage File for the repurchased Mortgage Loan or the Reacquired Mortgage Loan, as applicable, and shall
execute and deliver such instruments of transfer or assignment, in each case without recourse, as shall be necessary to vest in the
Seller title to such Mortgage Loan.


(h)    The Seller shall pay all
costs and expenses incurred in connection with any repurchase or substitution by the Seller made pursuant to this Section 2.4 or
Section 3.3.


(i)      It is
understood and agreed that the obligations of the Seller set forth in this Section 2.4 constitute the sole remedies available
to the Purchaser or its transferee respecting the Seller’s failure to include in the Mortgage File for a Mortgage Loan sold
by the Seller the documents required to be included therein.


 


ARTICLE
3.



 REPRESENTATIONS AND WARRANTIES OF

THE SELLER CONCERNING THE MORTGAGE LOANS;

REPURCHASE OR SUBSTITUTION OF MORTGAGE LOANS


Section
3.1.          Seller Representations
and Warranties Concerning the Mortgage Loans


            The
Seller hereby represents and warrants to and covenants to and agrees with the Purchaser that, as to each Mortgage Loan sold by the
Seller hereunder, as of the related Cut-Off Date unless otherwise indicated, subject in all cases (including, without limitation,
clauses (iv), (xi) and (xviii)) to such exceptions, if any, as are set forth on Schedule III to the related Term Sheet:


           
(i)                  The information set forth
in the Mortgage Loan Schedule delivered on the Closing Date was true and correct in all material respects at the date or dates
respecting which such information is furnished;


           
(ii)                As of the Closing Date, each
Mortgage relating to a Mortgage Loan that is not a Cooperative Loan is a valid and enforceable (except as such enforceability may
be limited by laws affecting the enforcement of creditors’ rights generally and principles of equity) first lien on an
unencumbered estate in fee simple or (if the related Mortgage Loan is secured by the interest of the Mortgagor as a lessee under a
ground lease) leasehold estate in the related Mortgaged Property subject only to (a) liens for current real property taxes and
special assessments; (b) covenants, conditions and restrictions, rights of way, easements and other matters of public record as of
the date of recording such Mortgage, such exceptions appearing of record being acceptable to mortgage lending institutions
generally or specifically reflected in the appraisal obtained in connection with the origination of the Mortgage Loan; (c)
exceptions set forth in the title insurance policy relating to such Mortgage, such exceptions being acceptable to mortgage lending
institutions generally; and (d) 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 the Mortgage;


           
 (iii)               Immediately upon the transfer
and assignment contemplated herein, the Purchaser shall have good title to, and will be the sole legal owner of, each Mortgage
Loan, free and clear of any encumbrance or lien (other than any lien under this Agreement);


           
 (iv)              Except as set forth on Schedule III
to the Term Sheet, if applicable, as of the day prior to the Cut-Off Date, all payments due on each Mortgage Loan had been made and
no Mortgage Loan had been delinquent (i.e., was more than 30 days past due) more than once in the preceding 12 months and any such
delinquency lasted for no more than 30 days;


           
 (v)                As of the Closing Date,
there is no offset, defense or counterclaim to any Mortgage Note, including the obligation of the Mortgagor to pay the unpaid
principal or interest on such Mortgage Note, except to the extent that the Buydown Agreement for a Buydown Loan forgives certain
indebtedness of a Mortgagor;


           
 (vi)              As of the Closing Date, each
Mortgaged Property is free of damage and in good repair, ordinary wear and tear excepted;


           
 (vii)             Each Mortgage Loan at the time it was made
complied with all applicable local, state and federal laws, including, without limitation, usury, equal credit opportunity,
disclosure and recording laws, and predatory and abusive lending laws applicable to the originating lender;


           
 (viii)           Each Mortgage Loan was originated by (a) the Seller,
(b) a savings association, savings bank, bank, credit union, insurance company or similar institution which is supervised and
examined by a federal or state authority or (c) a mortgagee approved by the FHA;


           
 (ix)              As of the Closing Date, each Mortgage
Loan that is not a Cooperative Loan is covered by an ALTA form or CLTA form of mortgagee title insurance policy, or other form of
policy of insurance acceptable to Fannie Mae or Freddie Mac as of the origination date of such Mortgage Loan, which has been issued
by, and is the valid and binding obligation of, a title insurer which, as of the origination date of such Mortgage Loan, was
qualified to do business in the state in which the related Mortgaged Property is located. Such policy insures the originator of the
Mortgage Loan and its successors and assigns as to the first priority lien of the Mortgage in the original principal amount of the
Mortgage Loan subject to the exceptions set forth in such policy. Such policy is in full force and effect and inures to the benefit
of the Purchaser upon the consummation of the transactions contemplated by this Agreement and no claims have been made under such
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 policy;


           (x)                Except as set forth on
Schedule III to the Term Sheet, if applicable, each Mortgage Loan with both (a) an Original Loan-to-Value Ratio and (b) a Current
Loan-to-Value Ratio in excess of 80% was covered, as of the Cut-Off Date, by a Primary Insurance Policy or an FHA insurance policy
or a VA guaranty, and such policy or guaranty is valid and remains in full force and effect;


           
(xi)              The Mortgage Note related to (a) each Mortgage
Loan (other than a Cooperative Loan) requires the related Mortgagor to maintain a policy of hazard insurance, with extended
coverage in an amount which is not less than the original principal balance of such Mortgage Loan, except in cases in which such
original principal balance exceeds the value of the improvements to the Mortgaged Property, and (b) each Mortgage Loan (other than
a Cooperative Loan) with respect to which any part of any improvement to the related Mortgaged Property is located in a federally
designated special flood hazard area and in a community which participates in the National Flood Insurance Program at the time of
origination of such Mortgage Loan, requires the related Mortgagor to maintain a policy of flood insurance;


           
 (xii)             As of the Closing Date, all taxes,
governmental assessments, insurance premiums, leasehold payments or ground rents that have become due and payable with respect to
each Mortgaged Property have been paid or an escrow of funds sufficient to pay them has been established;


           
(xiii)           As of the Closing Date, each insurer issuing a Primary Insurance
Policy holds a rating acceptable to the Rating Agencies;


           
 (xiv)           Each Mortgage (exclusive of any riders thereto) was
documented by appropriate Fannie Mae/Freddie Mac mortgage instruments in effect at the time of origination, or other instruments
approved by the Seller;


           
 (xv)            As of the Closing Date, the Mortgaged Property
securing each Mortgage relating to a Mortgage Loan that is not a Cooperative Loan is improved with a one- to four-family dwelling
unit, including units in a duplex, triplex, fourplex, condominium project, townhouse, a planned unit development or a de minimis
planned unit development;


           
 (xvi)           As of the Closing Date, each Mortgage and Mortgage
Note is the legal, valid and binding obligation of the maker thereof and is enforceable in accordance with its terms, except only
as such enforceability may be limited by laws affecting the enforcement of creditors’ rights generally and principles of
equity;


           
 (xvii)         As of the date of origination, as to Mortgaged Properties which
are units in condominiums or planned unit developments, all of such units met the applicable Underwriting Standards, are located in
a condominium or planned unit development projects which have received Fannie Mae or Freddie Mac approval, or are approvable by
Fannie Mae or Freddie Mac or have otherwise been approved by the Seller;


           
 (xviii)        Except as set forth on Schedule III to the Term Sheet, if applicable,
no Mortgage Loan is a Buydown Loan;


           
 (xix)           Prior to origination or refinancing, an appraisal of
each Mortgaged Property was made by an appraiser on a form satisfactory to Fannie Mae or Freddie Mac;


           
 (xx)            The Mortgage Loans have been underwritten
substantially in accordance with the applicable Underwriting Standards;


           
 (xxi)           All of the Mortgage Loans have due-on-sale clauses;
however, the due on sale provisions may not be exercised at the time of a transfer if prohibited by law or the terms of the related
Mortgage Note;


           
 (xxii)         The Seller used no adverse selection procedures in selecting the
Mortgage Loans from among the outstanding mortgage loans of the same type originated or purchased by it which were available for
sale to the Purchaser and as to which the representations and warranties in this Section 3.1 could be made;


           
 (xxiii)        If such Mortgage Loan is a Cooperative Loan, the Cooperative Stock
that is pledged as security for the Cooperative Loan is held by a person as a tenant-stockholder (as defined in Section 216 of the
Code) in a cooperative housing corporation (as defined in Section 216 of the Code);


           
 (xxiv)       If such Mortgage Loan is a Cooperative Loan, it is secured by a valid,
subsisting and enforceable (except as such enforceability may be limited by laws affecting the enforcement of creditors’
rights generally and principles of equity) perfected first lien and security interest in the related Cooperative Stock, subject
only to (a) liens of the Cooperative for unpaid assessments representing the Mortgagor’s pro rata share of the
Cooperative’s payments for its blanket mortgage, current and future real property taxes, insurance premiums, maintenance fees
and other assessments to which like collateral is commonly subject, and (b) other matters to which like collateral is commonly
subject which do not materially interfere with the benefits of the security intended to be provided by the Security
Agreement;


           
 (xxv)         With respect to any Mortgage Loan as to which an affidavit has
been delivered by the Seller to the Purchaser or its assignee certifying that the original Mortgage Note is a Destroyed Mortgage
Note, if such Mortgage Loan is subsequently in default, the enforcement of such Mortgage Loan or of the related Mortgage will not
be materially adversely affected by the absence of the original Mortgage Note (or portion thereof, as applicable);


           
 (xxvi)       Each Mortgage Loan constitutes a “qualified mortgage” under
Section 860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9), without reliance
on the provisions of Treasury Regulation Section 1.860G-2(a)(3) or 1.860G-2(f)(2) or any other provision that would allow a
Mortgage Loan to be treated as a “qualified mortgage” notwithstanding its failure to meet the requirements of Section
860G(a)(3)(A) of the Code and Treasury Regulation Section 1.860G-2(a)(1), (2), (4), (5), (6), (7) and (9);


           
 (xxvii)      No Mortgage Loan is a High Cost/Covered Loan, and no Mortgage Loan originated
during the period of October 1, 2002 through March 6, 2003 is governed by the Georgia Fair Lending Act;


           
 (xxviii)    No Mortgage Loan is subject to the Home Ownership and Equity Protection Act of 1994 or
Section 226.32 of Regulation Z, is a “high-cost” loan or a “predatory” loan as defined 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, or, without limiting the generality of the foregoing, is
a “covered” loan under the laws of the states of California, Colorado or Ohio; and


           
 (xxix)       No Mortgage Loan has a Closing Date Loan-to-Value Ratio greater than
100%.


Section
3.2.          Additional Seller
Representations and Warranties


            The
Seller hereby represents and warrants to the Purchaser as of each Closing Date on which the Seller sells Mortgage Loans hereunder,
and with respect to such Mortgage Loans, as of such Closing Date:


           
(i)                  The Seller is a [____],
duly organized, validly existing and in good standing under the laws of the State of [____].


           
(ii)                The Seller has all licenses
necessary to carry on its business as now being conducted and is licensed, qualified and in good standing in the states where the
Mortgaged Properties are located if the laws of such states require licensing or qualification in order to conduct business of the
type conducted by the Seller and to the extent necessary to ensure the enforceability of each Mortgage Loan.  The Seller has
the corporate power and authority to hold each Mortgage Loan, to sell each Mortgage Loan, to enter into, execute and deliver this
Agreement, the Term Sheet, the Confidential Pricing Supplement and all documents and instruments executed and delivered pursuant
hereto and to perform its obligations in accordance therewith.  The execution, delivery and performance of this Agreement by
the Seller and the consummation of the transactions contemplated hereby, including, without limitation, the repurchase obligations
herein contained, have been duly and validly authorized.  This Agreement, the Term Sheet, the Confidential Pricing Supplement
and all other documents and instruments contemplated hereby to which the Seller is a party, in each case assuming due
authorization, execution and delivery by the Purchaser, evidence the valid, binding and enforceable obligations of the Seller,
subject as to enforceability, (i) to bankruptcy, insolvency, receivership, conservatorship, reorganization, arrangement,
moratorium, and other laws of general applicability relating to or affecting creditor’s rights, and (ii) to general
principles of equity, whether such enforcement is sought in a proceeding in equity or at law.  All requisite corporate action
has been taken by the Seller to make this Agreement valid and binding upon the Seller in accordance with its terms.


           
(iii)               No consent, approval, authorization, or
order of any court or governmental agency or body relating to the transactions contemplated by this Agreement and the transfer of
legal title to the Mortgage Loans to the Purchaser, is required as to the Seller or, if required, such consent, approval,
authorization, or order has been or will, prior to the applicable Closing Date, be obtained, except for any recordation of
Mortgages or assignments of Mortgages or filing of UCC financing statements or amendments thereto to or for the benefit of the
Purchaser pursuant to this Agreement.


           
(iv)              The consummation of the transactions
contemplated by this Agreement, including without limitation the transfer and assignment of the Mortgage Loans to the Purchaser
pursuant to this Agreement and the fulfillment of or compliance with the terms and conditions of this Agreement, are in the
ordinary course of business of the Seller and will not (i) result in the breach of any term or provision of the charter or
by-laws of the Seller, (ii) result in the breach of any term or provision of, or conflict with or constitute a default under,
or result in the acceleration of any obligation under, any material agreement, indenture, loan or credit agreement or other
instrument to which the Seller or its property is subject or (iii) result in the violation of any law, rule, regulation,
order, judgment, or decree to which the Seller or its property is subject.


           
(v)                There is no action, suit, proceeding
or investigation pending or, to the best of the Seller’s knowledge, threatened, against the Seller which, either in any one
instance or in the aggregate, is likely, in the Seller’s judgment, to result, in any material impairment of the right or
ability of the Seller to carry on its business substantially as now conducted, or which would draw into question the validity of
this Agreement or the Mortgage Loans, or of any action taken or to be taken in connection with the obligations of the Seller
contemplated herein or therein, or which would be likely to impair materially the ability of the Seller to perform its obligations
hereunder or thereunder.


           
(vi)              The Seller is a U.S.
Department of Housing and Urban Development (“HUD”) approved mortgagee pursuant to Section 203 of
the National Housing Act of 1934, as amended.  No event has occurred, including but not limited to
a change in insurance coverage, which would make the Seller unable to comply with HUD eligibility requirements or which would
require notification to HUD.


           
(vii)             The Seller is not in violation of, and the execution
and delivery of this Agreement by the Seller and its performance and compliance with the terms of this Agreement will not
constitute a violation with respect to, any order or decree of any court or any order or regulation of any federal, state,
municipal or governmental agency having jurisdiction over the Seller or its assets, which violation might have consequences that
would materially and adversely affect the condition, financial or otherwise, or the operations, of the Seller or its assets or
might have consequences that would materially and adversely affect the performance of its obligations and duties
hereunder.


           
(viii)           Upon payment of the Purchase Price by the Purchaser, in the
event that the Seller retains record title to a Mortgage, the Seller shall retain such record title to such Mortgage solely in
trust for the Purchaser as owner thereof.


Section
3.3.          Repurchases and
Substitutions in the Event of Breach of Seller Representations and Warranties


(a)    It is understood and
agreed that the representations and warranties set forth in Sections 3.1 and 3.2 shall survive the sale of Mortgage Loans by the
Seller to the Purchaser and shall inure to the benefit of the Purchaser, notwithstanding any restrictive or qualified endorsement
on any Mortgage Note or assignment of Mortgage.


(b)   Upon discovery by the Seller or
the Purchaser of a breach of any of the representations and warranties set forth in Section 3.1 (in the case of a breach of the
representation set forth in clause (xxix) of Section 3.1, as based on a determination of the applicable Closing Date Loan-to-Value
Ratio using such evidence as is reasonably designed to approximate the value of the applicable Mortgaged Property as of the related
Closing Date) that materially and adversely affects the value of any Mortgage Loan or the interests of the Purchaser in such
Mortgage Loan, the party discovering such breach shall give prompt written notice to the other. Any breach of the representation
set forth in clause (xxvii) or clause (xxviii) of Section 3.1 shall be deemed to materially and adversely affect the value of the
related Mortgage Loan or the interests of the Purchaser in the related Mortgage Loan. Within 90 days of its discovery of breach or
its receipt of notice of breach from the Purchaser, the Seller shall repurchase from the Purchaser or its transferee the affected
Mortgage Loan or Mortgage Loans or any property acquired in respect thereof, or substitute one or more Substitute Mortgage Loans
therefor, unless it has cured such breach in all material respects. Any such repurchase or substitution shall be made in the manner
and within the time limits set forth in Section 2.4. If such breach would cause the Mortgage Loan to be other than a
“qualified mortgage” (as defined in the Code), then notwithstanding the previous sentence, the repurchase or
substitution must occur within the sooner of (i) 90 days from the date the defect was discovered by the Seller, the Purchaser or
any other party to the related Pooling and Servicing Agreement or (ii) in the case of substitution, two years from the related
Closing Date.


(c)    It is understood and
agreed that the obligations of the Seller set forth in this Section 3.3 constitute the sole remedies available to the
Purchaser or its transferee respecting a breach of the representations and warranties by the Seller set forth in
Section 3.1.


(d)   In addition to such cure,
repurchase or substitution obligation, the Seller shall indemnify the Purchaser and hold it harmless against any losses, damages,
penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments, and other costs and expenses
resulting from the defense of any claim against the Purchaser by a third party resulting from a breach of the representations and
warranties made by the Seller in this Article 3.


 


ARTICLE
4.



COVENANTS


Section
4.1.          Cooperation


           
Each of the Seller and the Purchaser shall cooperate fully with each other and their respective counsel and other representatives
and advisors in connection with the steps required to be taken as part of their respective obligations under this
Agreement.


Section
4.2.          Representations,
Warranties, Covenants and Indemnities


           
Each representation, warranty, covenant and indemnity made by the Seller in this Agreement as of each Closing Date shall survive
the termination of this Agreement.


Section
4.3.          Delivery of
Documents


            On
the dates specified herein, each party shall deliver to the appropriate persons specified herein all documents and instruments
provided for hereunder.


Section
4.4.          Consents and
Approvals


            The
Seller shall obtain, at its sole cost and expense, prior to each Closing Date, all consents and approvals required by law or
pursuant to contract to consummate the transactions contemplated hereby.  All such consents will be obtained without any cost
or expense to the Purchaser and will be obtained without any modification in the terms of any of the agreements relating to the
Mortgage Loans or the imposition of any provisions or conditions on the Purchaser.


Section
4.5.          Confidentiality


           
 Each party understands that certain information which has been furnished and will be furnished in connection with this
transaction is confidential and proprietary, and each party agrees that, with respect to such information that is marked or
identified as confidential or proprietary, such party will maintain the confidentiality of such information and will not without
the consent of the party furnishing such information disclose it to others or use it except in connection with the transactions
contemplated by this Agreement.  The parties agree that the completed Confidential Pricing Supplement is confidential, and
that the Term Sheet, this Agreement and their other exhibits, including the Mortgage Loan Schedule, and the underwriting guidelines
of the Seller are not confidential.  Information also shall not be deemed confidential or proprietary for these purposes if
the information is generally known in the industry concerning a party, if it has been disclosed to the other party by a third
party, or if it is required to be disclosed by law or by regulatory or judicial process.


ARTICLE
5. 



CONDITIONS TO PURCHASE


The obligations of the Purchaser to purchase any Mortgage Loans on any
Closing Date are subject to the satisfaction, as applicable, prior to or on such Closing Date (or on such other date as expressly
provided for herein) of the following conditions, any of which may be waived in writing by Purchaser:


Section
5.1.          Required
Documents


            On or before the Closing Date for the initial purchase of
Mortgage Loans hereunder, each party hereto shall have received fully executed counterpart originals of this Agreement. On each
Closing Date, the Purchaser and the Seller shall furnish to the other party fully executed counterpart originals of the relevant
Term Sheet and Confidential Pricing Supplement.


Section
5.2.          Correctness of
Representations and Warranties


All of the representations and warranties of the Seller under this
Agreement shall be true and correct as of such Closing Date (except as otherwise expressly provided for herein), and no event shall
have occurred which, with notice or the passage of time, would constitute a default under this Agreement.


Section
5.3.          Compliance With
Conditions


All other terms and conditions of this Agreement to be performed by
the Seller on or prior to such Closing Date (or such other date as expressly provided for herein) shall have been duly complied
with and performed in all respects.


Section
5.4.          Costs


The Seller shall pay all costs, fees and expenses incurred in
connection with the transfer and delivery of the Mortgage Loans sold by the Seller under this Agreement for the Seller’s
accountants, attorneys and other service providers.  In addition, with respect to each Pooling and Servicing Agreement, the Seller shall (a) reimburse the Purchaser for all reasonable expenses incurred by the Purchaser in connection
with the issuance of the related Certificates and (b) pay to the Purchaser a securitization fee, to be agreed upon
separately.


 


ARTICLE 6.




SALE PURSUANT TO Pooling and Servicing Agreement


Section
6.1.          Seller’s Consent
to Assignment


The Seller hereby consents to the assignment by the Purchaser to
a Trust, pursuant to a Pooling and Servicing Agreement, of all of the Purchaser’s rights under (i) this Agreement, to the
extent that this Agreement relates to Mortgage Loans transferred by the Purchaser to such Trust, and (ii) the Term Sheet with
respect to such Mortgage Loans. The Seller agrees that its obligations hereunder and under the related Term Sheet may be enforced
by the Trustee or the Servicer for such Trust.


Section
6.2.          Indemnification


(a)    The Seller (i) agrees to
indemnify and hold harmless the Purchaser and the related Trust (each, an “Indemnified Party”), against any
losses, claims, damages or liabilities to which such Indemnified Party may become subject, under the Securities Act of 1933, as
amended, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement of any material fact contained in the information provided by the Seller to the Purchaser with
respect to the Seller’s origination and underwriting criteria, the regulatory status of the Seller and its affiliates (other
than the Purchaser and the Trust), and the characteristics of the Mortgage Loans sold by the Seller on the related Closing Date
(such information, the “Seller’s Information”) and included in the prospectus or the prospectus supplement
or other disclosure document prepared in connection with the related Sale (collectively, the “Disclosure
Documents”) and (ii) will reimburse each Indemnified Party for any legal or other expenses reasonably incurred by such
Indemnified Party in connection with investigating or defending any such loss, claim, damage, liability or action.


(b)   The Purchaser (i) will
indemnify and hold harmless the Seller against any losses, claims, damages or liabilities to which the Seller may become subject,
under the Securities Act of 1933, as amended, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in
respect thereof) (x) arise out of or are based upon any untrue statement of any material fact contained in any Disclosure Document
(other than an untrue statement of material fact contained in the Seller’s Information) or (y) arise out of or are based upon
the omission to state in any Disclosure Document a material fact required to be stated therein or necessary to make the statements
therein, in the light of the circumstances under which they were made, not misleading (unless such omission also constitutes an
omission to state in the Seller’s Information a material fact required to be stated therein or necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading) and (ii) will reimburse the
Seller for any legal or other expenses reasonably incurred by the Seller in connection with investigating or defending any such
loss, claim, damage, liability or action. 


(c)    In connection with each
Sale, (i) the Seller agrees to execute an agreement pursuant to which the Seller will agree to indemnify each underwriter engaged
in connection with such Sale against any losses, claims, damages or liabilities to which such underwriter may become subject, under
the Securities Act of 1933, as amended, or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect
thereof) arise out of or are based upon any untrue statement of any material fact contained in the Seller’s Information and
included in any Disclosure Document, and (ii) the Purchaser agrees to make reasonable efforts to obtain indemnification
satisfactory to the Seller with respect to any information provided by parties other than the Purchaser or an affiliate of the
Purchaser and included in any Disclosure Document.


ARTICLE 7.




MISCELLANEOUS PROVISIONS


Section
7.1.          Amendment


        This Agreement may be
amended from time to time by the Seller and the Purchaser solely by written agreement signed by the Seller and the Purchaser. If
any provision of this Agreement or of a Confidential Pricing Supplement conflicts with any provision of a Term Sheet, the provision
of such Term Sheet shall control. If any provision of this Agreement conflicts with any provision of a Confidential Pricing
Supplement, the provision of this Agreement shall control.


Section
7.2.          Recordation of
Agreement


(a)    To the extent necessary
under applicable law to protect the interests of the Purchaser, this Agreement or a memorandum thereof is subject to recordation in
all appropriate public offices for real property records in all the counties and other comparable jurisdictions in which any or all
of the Mortgaged Properties are situated, and in any other appropriate public recording office or elsewhere, such recordation to be
effected by the Seller at the Purchaser’s expense upon direction of the Purchaser.


(b)   The Seller agrees to execute or
cause to be executed such documents and take or cause to be taken such actions as may be necessary to effect the intent of this
Agreement, including without limitation the execution and delivery of instruments of further assurance and the execution and
delivery of such other documents, and the taking of such other actions, as may be reasonably requested by the
Purchaser.


Section
7.3.          Governing
Law


        This Agreement shall be
governed by and construed in accordance with the laws of the State of New York, without reference to the choice of law doctrine of
such state (other than Section 5-1401 of the General Obligations Law).


Section
7.4.          General Interpretive
Principles


        For purposes of this
Agreement, except as otherwise expressly provided or unless the context otherwise requires:


(i)                  the terms defined
in this Agreement include the plural as well as the singular, and the use of any gender herein shall be deemed to include the other
gender;


(ii)                accounting terms not
otherwise defined herein have the meanings assigned to them in accordance with generally accepted accounting
principles;


(iii)               references herein to
“Articles,” “Sections,” “Subsections,” “Paragraphs,” and other subdivisions without
reference to a document are to designated Articles, Sections, Subsections, Paragraphs, and other subdivisions of this
Agreement;


(iv)              a reference to a subsection without
further reference to a Section is a reference to such subsection as contained in the same Section in which the
reference appears, and this rule shall also apply to Paragraphs and other subdivisions;


(v)                the words
“herein,” “hereof,” “hereunder,” and other words of similar import refer to this Agreement as a
whole and not to any particular provision; and


(vi)              the term “include” or
“including” shall mean without limitation by reason of enumeration.


Section
7.5.          Notices


        All demands, notices,
consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given if personally
delivered, sent by telecopy, mailed by certified mail, return receipt requested and postage prepaid, or delivered by a nationally
recognized overnight courier, to


        (i) in the case of the
Seller:


[____]


or such other address as may hereafter be
furnished to the Purchaser in writing by the Seller, and


        (ii) in the case of the Purchaser:


WaMu Asset Acceptance
Corp.


1201 Third Avenue,
WMT1706A

Seattle, Washington  98101

Attention:  General Counsel

Telephone: (206) 554-8838


or such other address as may hereafter be
furnished to the Seller in writing by the Purchaser.


        Notwithstanding the
foregoing, any demand, notice, consent, waiver or communication may be given by any other means agreed to by the
parties.


Section
7.6.          Severability of
Provisions


        If any one or more of the
covenants, agreements, provisions, or terms of this Agreement shall be held invalid for any reason whatsoever, then such covenants,
agreements, provisions, or terms shall be deemed severable from the remaining covenants, agreements, provisions, or terms of this
Agreement and shall in no way affect the validity or enforceability of the other covenants, agreements, provisions, or terms of
this Agreement or the rights of the parties hereunder.  If the invalidity of any part, provision, representation or warranty
of this Agreement shall deprive any party of the economic benefit intended to be conferred by this Agreement, the parties shall
negotiate in good faith to develop a structure the economic effect of which is as nearly as possible the same as the economic
effect of this Agreement without regard to such invalidity.


Section
7.7.          Exhibits


        The exhibits to this
Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement.


Section
7.8.          Counterparts;
Successors and Assigns


        This Agreement may be
executed in one or more counterparts, and by the different parties hereto on separate counterparts, each of which, when so
executed, shall be deemed to be an original; such counterparts, together, shall constitute one and the same agreement.  This
Agreement shall inure to the benefit of and be binding upon the Seller and the Purchaser. Notwithstanding the foregoing, (a) the
Seller shall not assign its rights and obligations under this Agreement without the prior written consent of the Purchaser, which
consent shall not be unreasonably withheld or delayed, and (b) the Purchaser may not assign its rights and obligations under this
Agreement except (i) as provided in Section 6.1 or (ii) with the prior written consent of the Seller, which consent shall not be
unreasonably withheld or delayed (in which case all references to the Purchaser herein shall be deemed to include such
assignee).


Section
7.9.          Effect of
Headings


        The headings in this
Agreement are for purposes of reference only and shall not limit or otherwise affect the meaning hereof.


Section
7.10.      Other Agreements Superseded


        This Agreement supersedes
all prior agreements and understandings relating to the subject matter hereof.


Section
7.11.      Intention of the Parties


        It is the intention of the
parties that the Purchaser is purchasing, and the Seller is selling, Mortgage Loans and not a debt instrument of the Seller or
other security.  Accordingly, the parties hereto each intend to treat each of the transactions hereunder for federal income
tax purposes as a sale by the Seller, and a purchase by the Purchaser, of Mortgage Loans.  The Purchaser shall have the right
to review the Mortgage Loans to determine the characteristics of the Mortgage Loans which shall affect the federal income tax
consequences of owning the Mortgage Loans, and the Seller shall cooperate with all reasonable requests made by the Purchaser in the
course of such review.


Section
7.12.      Nonsolicitation


        The Seller covenants and
agrees that it will not take any action personally, by telephone, by mail or otherwise, to solicit the prepayment of any Mortgage
Loans by the related Mortgagors, in whole or in part following the Closing Date with respect to such Mortgage Loans. 
Notwithstanding the foregoing, the Seller shall not be prohibited from:


(i)                  advertising its
availability for handling refinancing of mortgage loans if the Mortgage Loans are not specifically targeted;


(ii)                promoting terms available for
refinancing by sending letters or promotional material to the mortgagors of all the mortgage loans that the Seller or its
affiliates owns or services;


(iii)               promoting terms available for
refinancing by sending letters or promotional material to the mortgagors of all the mortgage loans of a specific type (e.g.,
conventional fixed-rate or conventional adjustable-rate) that the Seller or its affiliates owns or services;


(iv)              promoting terms available for refinancing
by sending letters or promotional material to the mortgagors of all the mortgage loans that fall within specific interest rate
ranges that the Seller or its affiliates owns or services;


(v)                providing payoff information
or otherwise cooperating with individual Mortgagors who contact the Seller about prepaying any Mortgage Loan; or


(vi)              advising individual Mortgagors who
contact the  Seller about prepaying any Mortgage Loan of refinancing terms or streamlined origination arrangements that are
available.


        In
no event shall the Seller treat mortgage loans that it holds in its own portfolio and the Mortgage Loans as separate classes of
mortgages for purposes of advertising the availability of refinancing terms.


Section
7.13.      Attorneys’ Fees


        If either party retains an
attorney to enforce any of the provisions of this Agreement, the prevailing party shall be entitled to reasonable attorneys’
fees from the other party, including, without limitation, fees incurred in arbitration and in trial and appellate courts, fees
incurred without suit, and all arbitration, court and accounting costs.


Section
7.14.      Security Interest


(a)    The parties hereto intend
that each transfer of a Mortgage Loan pursuant to this Agreement and the applicable Term Sheet constitute a sale by the Seller to
the Purchaser of such Mortgage Loan, including for accounting purposes, and not a secured borrowing.  It is, further, not the
intention of the parties that any such transfer be deemed the grant of a security interest in any Mortgage Loan by the Seller to
the Purchaser to secure a debt or other obligation of the Seller. However, in the event that, notwithstanding the intent of the
parties, any Mortgage Loan is held to be the property of the Seller, or if for any other reason this Agreement is held or deemed to
create a security interest in any Mortgage Loan, then (a) this Agreement shall constitute a security agreement; and (b) the
transfer provided for in this Agreement and the applicable Term Sheet shall be deemed to be a grant by the Seller to the Purchaser
of, and the Seller hereby grants to the Purchaser, to secure all of the Seller’s obligations hereunder, a security interest
in all of the Seller’s right, title, and interest, whether now owned or hereafter acquired, in, to and under: (i) the
Mortgage Loans listed on the Mortgage Loan Schedule to each Term Sheet; (ii) all accounts, chattel paper, deposit accounts,
documents, general intangibles, goods, instruments, investment property, letter-of-credit rights, letters of credit, money, and
oil, gas, and other minerals, consisting of, arising from, or relating to, any of the foregoing; and (iii) all proceeds of the
foregoing.  The Purchaser shall have all of the rights of a secured party under the applicable Uniform Commercial
Code.


(b)   The Seller shall take or cause
to be taken such actions and execute such documents, including without limitation the filing of any financing statements,
continuation statements, and amendments to financing statements, as are necessary to perfect the Purchaser’s interests in
each Mortgage Loan.  The Seller shall file such financing statements, continuation statements, and amendments on a timely
basis.


(c)    No
later than ten (10) days following each Closing Date, the Seller shall file in the applicable jurisdictions such UCC financing
statements covering the Mortgage Loans sold by the Seller on such Closing Date as are necessary to perfect the
Purchaser’s interests in such Mortgage Loans.


Section
7.15.      Covenant Not to Place Purchaser or Trust Into
Bankruptcy


The Seller covenants that it shall not, until
at least one year and one day after all securities issued by any Trust to which the Purchaser has transferred Mortgage Loans have
been paid in full, take any action to file an involuntary bankruptcy petition against the Purchaser or any Trust.


 


 


 


[Signature
pages follow]











        TO WITNESS THIS, the Seller and
the Purchaser have caused their names to be signed to this Mortgage Loan Purchase and Sale Agreement by their duly authorized
respective officers as of the date first above written.


 


	
 


 

	
[______]


a [____]



 


By:    
_________________________________


Name:_________________________________


Title: 
_________________________________


	
 

	
 


	
 


 

	
WaMu ASSET ACCEPTANCE
CORP.


a Delaware corporation



 


By:    
_________________________________


Name:_________________________________


Title: 
_________________________________





 











 


STATE
OF                                                     
)

 
                                                                       
) ss.

COUNTY
OF                                                 
)


 


            This
instrument was acknowledged before me on ________________________, by _____________________ as _________________________ of
[____].


 


                                                                       
_______________________________________


                                                                       
[Print Name] ____________________________


                                                                       
[____], residing at ____________________


                                                                       
My commission expires ____________________


 


 


 


STATE OF
WASHINGTON                         
)

                                                                          
) ss.

COUNTY
OF                                                   
)


 


            This
instrument was acknowledged before me on ________________________, by _____________________ as _________________________ of WaMu
Asset Acceptance Corp.


 


                                                                       
_______________________________________


                                                                       
[Print Name] ____________________________


                                                                       
Washington, residing at ____________________


                                                                       
My commission expires ____________________











EXHIBIT A



CONTENTS OF MORTGAGE FILE


 


With respect to each Mortgage Loan, the
Mortgage File shall consist of the following documents or instruments:


(X) with respect to each
Mortgage Loan that is not a Cooperative Loan:


(i)                  The original Mortgage
Note endorsed (A) in blank, without recourse, (B) to the applicable Trustee, without recourse, or (C) to the applicable Trust,
without recourse, and all intervening endorsements evidencing a complete chain of endorsements from the originator to the endorser last endorsing the Mortgage Note, or, in the event of any Destroyed Mortgage Note, a copy or a
duplicate original of the Mortgage Note, together with an original lost note affidavit from the originator of the Mortgage Loan or
the Seller stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the Mortgage Note;
provided, however, that in the event that the Seller purchased the Mortgage Loan from Washington Mutual Bank or Washington
Mutual Bank fsb, then the Mortgage Note need not be endorsed in blank or to the applicable Trustee or the applicable Trust as
provided above (but, if not so endorsed, shall be made payable to, or properly endorsed to, Washington Mutual Bank or Washington
Mutual Bank fsb, as applicable);


(ii)                The Buydown
Agreement, if applicable;


(iii)              
(1)        (x) the original recorded Mortgage with evidence of recording thereon for the
jurisdiction in which the Mortgaged Property is located (which original recorded Mortgage, in the case of a MOM Loan, shall set
forth the MIN and shall indicate that the Mortgage Loan is a MOM Loan), (y) unless the Mortgage Loan is a MERS Loan, an original
assignment of the Mortgage duly executed and acknowledged in recordable form (A) in blank, (B) to the applicable Trustee, or (C) to
the applicable Trust, and (z) unless the Mortgage Loan is a MOM Loan, recorded originals of all intervening assignments evidencing
a complete chain of assignment from the originator to MERS or the party executing the assignment described in clause (y), as
applicable; or


      (2)        (x) a copy (which may be in electronic form) of the Mortgage (which Mortgage, in the case of a MOM Loan, shall
set forth the MIN and shall indicate that the Mortgage Loan is a MOM Loan) which represents a true and correct reproduction of the
original Mortgage and which has either been certified (i) on the face thereof by the public recording office in the appropriate
jurisdiction in which the Mortgaged Property is located, or (ii) by the originator, the Seller or the escrow or title company which
provided closing services in connection with such Mortgage Loan as a true and correct copy the original of which has been sent for
recordation, (y) unless the Mortgage Loan is a MERS Loan, an original assignment of the Mortgage duly executed and acknowledged in
recordable form (A) in blank, (B) to the applicable Trustee or (C) to the applicable Trust, and (z) unless the Mortgage Loan is a
MOM Loan, true and correct copies, certified by the applicable county recorder or by the originator or the Seller as described
above, of all intervening assignments evidencing a complete chain of assignment from the originator to MERS or the party executing
the assignment described in clause (y), as applicable;


provided, however, that in the event that the
Seller purchased the Mortgage Loan from Washington Mutual Bank or Washington Mutual Bank fsb, then the Mortgage File need not
include an assignment of the Mortgage executed in blank or to the applicable Trustee or the applicable Trust as provided in clause
(X)(iii)(1)(y) or (X)(iii)(2)(y) above, as applicable (but the Mortgage File shall, unless the Mortgage Loan was originated by
Washington Mutual Bank or Washington Mutual Bank fsb, include an assignment of the Mortgage to Washington Mutual Bank or Washington
Mutual Bank fsb, as applicable, as provided in clause (X)(iii)(1)(z) or (X)(iii)(2)(z) above, as applicable); and


(iv)              For any Mortgage Loan that has been
modified or amended, the original instrument or instruments effecting such modification or amendment;


and
(Y) with respect to each Cooperative Loan:


(i)                  the original Mortgage
Note endorsed (A) in blank, without recourse, (B) to the applicable Trustee, without recourse, or (C) to the applicable Trust,
without recourse, and all intervening endorsements evidencing a complete chain of endorsements from the originator to the endorser last endorsing the Mortgage Note, or, in the event of any Destroyed Mortgage Note, a copy or a
duplicate original of the Mortgage Note, together with an original lost note affidavit from the originator of the Cooperative Loan
or the Seller, as applicable, stating that the original Mortgage Note was lost, misplaced or destroyed, together with a copy of the
Mortgage Note; provided, however, that in the event that the Seller purchased the Mortgage Loan from Washington Mutual Bank
or Washington Mutual Bank fsb, then the Mortgage Note need not be endorsed in blank or to the applicable Trustee or the applicable
Trust as provided above (but, if not so endorsed, shall be made payable to, or properly endorsed to, Washington Mutual Bank or
Washington Mutual Bank fsb, as applicable);


(ii)                A
counterpart of the Cooperative Lease and the Assignment of Proprietary Lease;


(iii)               The Cooperative
Stock Certificate, together with an undated stock power or other similar instrument executed in blank;


(iv)              The Recognition
Agreement;


(v)                The Security
Agreement;


(vi)              Copies of the original UCC financing
statement, and any continuation statements or amendments thereof, each with evidence of recording thereof, perfecting the security
interest granted under the Security Agreement and the Assignment of Proprietary Lease;


(vii)             Copies of the filed UCC assignments or amendments
of the UCC financing statements described in clause (vi) above showing an unbroken chain of assignments from the originator to the
applicable Trustee or the applicable Trust, each with evidence of recording thereof;


(viii)           Executed assignments of the interest of the originator in
the Security Agreement, the Assignment of Proprietary Lease and the Recognition Agreement, showing an unbroken chain of assignments
from the originator to the applicable Trustee or the applicable Trust; and


(ix)              For any Cooperative Loan that has been
modified or amended, the original instrument or instruments effecting such modification or amendment;


provided, however, that in the event that the Seller purchased the Mortgage
Loan from Washington Mutual Bank or Washington Mutual Bank fsb, then the Mortgage File need not include (1) a UCC assignment or
amendment of the UCC financing statement referenced in clause (Y)(vi) above to the applicable Trustee or the applicable Trust as
provided in clause (Y)(vii) above (but the Mortgage File shall, unless the Cooperative Loan was originated by Washington Mutual
Bank or Washington Mutual Bank fsb, include a UCC assignment or amendment of such UCC financing statement to Washington Mutual Bank
or Washington Mutual Bank fsb, as applicable) or (2) an assignment of the interest of the originator in the Security Agreement, the
Assignment of Proprietary Lease and the Recognition Agreement to the applicable Trustee or the applicable Trust as provided in
clause (Y)(viii) above (but the Mortgage File shall, unless the Cooperative Loan was originated by Washington Mutual Bank or
Washington Mutual Bank fsb, include an assignment of such interest to Washington Mutual Bank or Washington Mutual Bank fsb, as
applicable).


 






 


EXHIBIT B




TERM
SHEET 


        This Term Sheet
(this “Term Sheet”) is dated _____, by [____], a [____], as seller (the “Seller”), and WaMu
Asset Acceptance Corp., a Delaware corporation, as purchaser (the “Purchaser”). 


        This Term Sheet is entered
into pursuant to the terms and conditions of the Mortgage Loan Purchase and Sale Agreement (the “MLPA”), dated
as of [____], between the Seller and the Purchaser.  All capitalized terms shall have the meanings ascribed to them in the
MLPA, unless otherwise defined herein or in the Confidential Pricing Supplement. In the event of any
inconsistency between this Term Sheet and either the MLPA or the Confidential Pricing Supplement, the
terms of this Term Sheet shall govern; and in the event of any inconsistency between the MLPA and the Confidential Pricing
Supplement, the terms of the MLPA shall govern.


        The Purchaser hereby
purchases from the Seller, and the Seller hereby sells to the Purchaser, all of the Seller’s right, title and interest in and
to the mortgage loans described on the Mortgage Loan Schedule attached hereto as Schedule I (the “Mortgage
Loans”) in accordance with the terms of the MLPA, as supplemented and amended by this Term
Sheet and the Confidential Pricing Supplement.


        1.                 
Definitions


       
For purposes of this Term Sheet, the following terms shall have the following meanings:




	
Aggregate Cut-Off
Date Principal Balance of the Mortgage Loans:

	 
_______________________________
	 	 
	Certificates:	Washington
Mutual Mortgage Pass-Through Certificates, [INSERT Series name
	 	 
	Closing
Date:	_______________________________
	 	 
	Custodian:	_______________________________
	 	 
	Cut-Off
Date:	_______________________________
	 	 
	High
Cost/Covered Loan:	A High Cost
Loan or a Covered Loan, as such terms are defined in the Standard & Poor's LEVELS® Glossary in effect on the Closing Date,
applicable portions of which are attached hereto as Schedule II
	 	 
	Mortgage
Loan Type:	_______________________________
	 	 
	Pooling
and Servicing Agreement:	The Pooling
and Servicing Agreement, dated as of ______, among the Purchaser, ______, as Servicer, ______, as Trustee, and ______, as Delaware
Trustee
	 	 
	Servicing
Fee Rate:	[___% for
each Mortgage Loan] [A range between ___% and ___%, as set forth for each Mortgage Loan in the Mortgage Loan Schedule, with a
weighted average of ___%]






2.  Amendments to MLPA


a.  Notwithstanding
anything to the contrary set forth in the MLPA, with respect to the Mortgage Loans, the representations
and warranties set forth in Section 3.1 and Section 3.2 of the MLPA shall be subject to the exceptions,
if any, set forth on Schedule III to this Term Sheet.


b.  Each of the
following representations and warranties with respect to the Mortgage Loans set forth in the indicated clauses of Section 3.1 or
Section 3.2 of the MLPA is hereby deleted in its entirety:


            [________] [No deletions.]


c.  The MLPA is hereby amended to add the following additional representations and warranties with respect to the Mortgage
Loans:


            [________] [No additional representations and warranties.]


d.  The following
additional amendments are hereby made to the MLPA with respect to the Mortgage Loans:


            [________] [No additional amendments.]


e.  Except as modified
here, the MLPA remains in full force and effect.


 


[signatures
follow]







 


        TO WITNESS THIS, the
parties have caused their names to be signed by their respective duly authorized officers as of the date first written
above.


	
 


 

	
[______]

 a [______]


 


By:    
_________________________________


Name:_________________________________


Title: 
_________________________________


	
 

	
 


	
 


 

	
WaMu ASSET ACCEPTANCE
CORP.


a Delaware
corporation


 


By:    
_________________________________


Name:_________________________________


Title: 
_________________________________





 


	
 

	
Acknowledgement of Trader:

 This Term Sheet accurately reflects the terms and conditions of the sale of the mortgage loans from:


______   


to the Purchaser.





 


 


[Signature page to Term Sheet for [_____] for [INSERT Series Name] ]















SCHEDULE
I


MORTGAGE LOAN SCHEDULE OF [______] *


 


 


*To be attached as hard copy or as diskette in “read-only” format.


 











 


SCHEDULE
II


ANTI-PREDATORY LENDING CATEGORIZATION


[INSERT
applicable portions of the Standard & Poor's Levels® Glossary in effect on the Closing Date, similar to the
following:]


I.              High-Cost Loan Categorization


                                                                               
                   
                                    


	
State/Jurisdiction

	
Name of Anti-Predatory Lending
Law/Effective Date

	
Category under Applicable

Anti-Predatory Lending Law


	
Arkansas

	
Arkansas Home Loan Protection Act, Ark. Code
Ann. §§ 23-53-101 et seq.


Effective July 16, 2003

	
High Cost Home Loan


	
Cleveland Heights, OH

	
Ordinance No. 72-2003 (PSH), Mun. Code
§§ 757.01 et seq.


Effective June 2, 2003

	
Covered Loan


	
Colorado

	
Consumer Equity Protection, Colo. Stat. Ann.
§§ 5-3.5-101 et seq.


Effective for covered loans offered or entered
into on or after January 1, 2003. Other provisions of the Act took effect on June 7, 2002

	
Covered Loan


	
Connecticut

	
Connecticut Abusive Home Loan Lending Practices
Act, Conn. Gen. Stat. §§ 36a-746 et seq.


Effective October 1, 2001

	
High Cost Home Loan


	
District of Columbia

	
Home Loan Protection Act, D.C. Code
§§ 26-1151.01 et seq.


Effective for loans closed on or after January
28, 2003

	
Covered Loan


	
Florida

	
Fair Lending Act, Fla. Stat. Ann. §§
494.0078 et seq.


Effective October 2, 2002

	
High Cost Home Loan


	
Georgia (Oct 1, 2002 – Mar 6, 2003)

	
Georgia Fair Lending Act, Ga. Code Ann.
§§ 7-6A-1 et seq.


Effective October 1, 2002 – March 6,
2003

	
High Cost Home Loan


	
Georgia as amended (Mar 7, 2003 – current)

	
Georgia Fair Lending Act, Ga. Code Ann.
§§ 7-6A-1 et seq.


Effective for loans closed on or after March 7,
2003

	
High Cost Home Loan


	
HOEPA Section 32

	
Home Ownership and Equity Protection Act of
1994, 15 U.S.C. § 1639, 12 C.F.R. §§ 226.32 and 226.34


Effective October 1, 1995, amendments October
1, 2002

	
High Cost Loan


	
Indiana

	
Indiana Home Loan Practices Act, Ind. Code Ann.
§§ 24-9-1-1 et seq.


Effective for loans originated on or after
January 1, 2005.

	
High Cost Home Loan


	
Illinois

	
High Risk Home Loan Act, Ill. Comp. Stat. tit.
815, §§ 137/5 et seq.


Effective January 1, 2004 (prior to this date,
regulations under Residential Mortgage License Act effective from May 14, 2001)

	
High Risk Home Loan


	
Kansas

	
Consumer Credit Code, Kan. Stat. Ann.
§§ 16a-1-101 et seq.


Sections 16a-1-301 and 16a-3-207 became
effective April 14, 1999; Section 16a-3-308a became effective July 1, 1999

	
High Loan to Value Consumer Loan (id. § 16a-3-207) and;


 


High APR Consumer Loan (id. § 16a-3-308a)


 


	
Kentucky

	
2003 KY H.B. 287 – High Cost Home Loan
Act, Ky. Rev. Stat. §§ 360.100 et seq.


Effective June 24, 2003

	
High Cost Home Loan


	
Maine

	
Truth in Lending, Me. Rev. Stat. tit. 9-A,
§§ 8-101 et seq.


Effective September 29, 1995 and as amended
from time to time

	
High Rate High Fee Mortgage


	
Massachusetts

	
Part 40 and Part 32, 209 C.M.R. §§
32.00 et seq. and 209 C.M.R. §§ 40.01 et seq.


Effective March 22, 2001 and amended from time
to time

	
High Cost Home Loan


	
Nevada

	
Assembly Bill No. 284, Nev. Rev. Stat.
§§ 598D.010 et seq.


Effective October 1, 2003

	
Home Loan


	
New Jersey

	
New Jersey Home
Ownership Security Act of 2002, N.J. Rev. Stat. §§ 46:10B-22 et seq.


Effective for loans closed on or after November
27, 2003

	
High Cost Home Loan


	
New Mexico

	
Home Loan Protection Act, N.M. Rev. Stat.
§§ 58-21A-1 et seq.


Effective as of January 1, 2004; Revised as of
February 26, 2004

	
High Cost Home Loan


	
New York

	
N.Y. Banking Law Article 6-l


Effective for applications made on or after
April 1, 2003

	
High Cost Home Loan


	
North Carolina

	
Restrictions and Limitations on High Cost Home
Loans, N.C. Gen. Stat. §§ 24-1.1E et seq.


Effective July 1, 2000; amended October 1, 2003
(adding open-end lines of credit)

	
High Cost Home Loan


	
Ohio

	
H.B. 386 (codified in various sections of the
Ohio Code), Ohio Rev. Code Ann. §§ 1349.25 et seq.


Effective May 24, 2002

	
Covered Loan


	
Oklahoma

	
Consumer Credit Code (codified in various
sections of Title 14A)


Effective July 1, 2000; amended effective
January 1, 2004

	
Subsection 10 Mortgage


	
South Carolina

	
South Carolina High Cost and Consumer Home
Loans Act, S.C. Code Ann. §§ 37-23-10 et seq.


Effective for loans taken on or after January
1, 2004

	
High Cost Home Loan


	
West Virginia

	
West Virginia Residential Mortgage Lender,
Broker and Servicer Act, W. Va. Code Ann. §§ 31-17-1 et seq.


Effective June 5, 2002

	
West Virginia Mortgage Loan Act Loan





 


 


 


II.
           Covered Loan Categorization


                                                                               
                    


	
State/Jurisdiction

	
Name of Anti-Predatory Lending
Law/Effective Date

	
Category under Applicable

Anti-Predatory Lending Law


	
Georgia (Oct 1, 2002 – Mar 6, 2003)

	
Georgia Fair Lending Act, Ga. Code Ann.
§§ 7-6A-1 et seq.


Effective October 1, 2002 – March 6,
2003

	
Covered Loan


	
New Jersey

	
New Jersey Home Ownership Security Act of 2002,
N.J. Rev. Stat. §§ 46:10B-22 et seq.


Effective November 27, 2003 – July 5,
2004

	
Covered Home Loan





 











SCHEDULE
III


EXCEPTIONS TO REPRESENTATIONS AND WARRANTIES OF

THE SELLER CONCERNING THE MORTGAGE LOANS


 



The
representations and warranties made, pursuant to Section 3.1 of the MLPA, by [____] with respect to the Mortgage Loans to be sold
by it on the Closing Date are subject to the following exceptions:


 


[None.]


 


[INSERT applicable exceptions]


 


1.         Section 3.1(iv) – As of the Cut-Off Date, ___
Mortgage Loans with the following loan numbers were delinquent between __ and __ days:


Loan Numbers:  ____.


 


2.         Section 3.1(iv) – As of the Cut-Off Date, ___
Mortgage Loans with the following loan number were delinquent more than once in the preceding 12 months between:


Loan Numbers:  ____.


 


3.         Section 3.1(x) – ___ Mortgage Loans with the
following loan numbers had both (i) an Original Loan-to-Value Ratio and (ii) a Current Loan-to-Value Ratio in excess of 80% and
were not covered by a Primary Insurance Policy or an FHA insurance policy or a VA guaranty:


Loan Numbers:  ____.


 


4.         Section 3.1(xviii) – ___ Mortgage Loans with the
following loan numbers are Buydown Loans:


Loan Numbers:  ____.


 


5.         Section 3.1(____) – [other exceptions]:


Loan Numbers:  ____.


 


 


 











EXHIBIT C






 


CONFIDENTIAL PRICING SUPPLEMENT


This Confidential Pricing Supplement (this
“Confidential Pricing Supplement”) is dated _____, by [____], a [____], as seller (the
“Seller”), and WaMu Asset Acceptance Corp., a Delaware corporation, as purchaser (the
“Purchaser”).


This Confidential Pricing Supplement is entered into pursuant to the
terms and conditions of the Mortgage Loan Purchase and Sale Agreement (the “MLPA”), dated as of [____], between
the Seller and the Purchaser, as supplemented and amended by the Term Sheet (the “Term Sheet”), dated the date
hereof, between the Seller and the Purchaser and relating to [INSERT Series Name].  All capitalized terms shall have
the meanings ascribed to them in the MLPA, unless otherwise defined herein or in the Term Sheet. In the event
of any inconsistency between the MLPA and this Confidential Pricing Supplement, the terms of
the MLPA shall govern; and in the event of any inconsistency between the Term Sheet
and either this Confidential Pricing Supplement or the MLPA, the terms of the Term Sheet shall
govern.


For purposes of this Confidential Pricing Supplement and the sale by
the Seller to the Purchaser of the Mortgage Loans described on the Mortgage Loan Schedule attached as Schedule I to the
Term Sheet, the Purchase Price Percentage shall be:  ______________.


 


 


[signatures
follow]











TO WITNESS THIS, the parties have caused their names to be signed by
their respective duly authorized officers as of the date first written above.


	
 


 

	
[______]

 a [______]


 


By:    
_________________________________


Name:_________________________________


Title: 
_________________________________


	
 

	
 


	
 


 

	
WaMu ASSET ACCEPTANCE
CORP.


a Delaware
corporation


 


By:    
_________________________________


Name:_________________________________


Title: 
_________________________________





 


	
 

	
Acknowledgement of Trader:

 This Confidential Pricing Supplement accurately reflects the terms and conditions of the sale of the mortgage loans
from:


______   


to the Purchaser.





 


 


 


 


[Signature page to Confidential Pricing Supplement for [______] for [INSERT Series Name] ]