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EXHIBIT 4.6



                                                                                                                                                            



MORTGAGE LOAN PURCHASE AND
SALE AGREEMENT



Among



Washington Mutual
Bank

Washington Mutual Bank
fsb

(Sellers) 



and



WaMu Asset Acceptance
Corp.

 (Purchaser)



 



Dated as of October 25,
2005



 



Residential First Lien
Mortgage Loans

Flow Delivery
Program



                                                                                                                                   
                       


 






TABLE OF
CONTENTS



	
 

	
Page


	
ARTICLE 1. DEFINITIONS

	
2


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

	
18


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

	
18


	
Section 2.2  Delivery of Mortgage Files

	
20


	
Section 2.3  Recordation of Mortgages and Assignments of
Mortgages

	
20


	
Section 2.4  Repurchases of and Substitutions for Defective
Mortgage Loans

	
21


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

	
27


	
Section 3.1  Seller Representations and Warranties Concerning the
Mortgage Loans

	
27


	
Section 3.2  Additional Seller Representations and
Warranties

	
36


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

	
40


	
ARTICLE 4. COVENANTS

	
43


	
Section 4.1  Cooperation

	
43


	
Section 4.2  Representations, Warranties, Covenants and
Indemnities

	
43


	
Section 4.3  Delivery of Documents

	
43


	
Section 4.4  Consents and Approvals

	
44


	
Section 4.5  Confidentiality

	
44


	
ARTICLE 5. CONDITIONS TO PURCHASE

	
45


	
Section 5.1  Required Documents

	
45


	
Section 5.2  Correctness of Representations and
Warranties

	
45


	
Section 5.3  Compliance With Conditions

	
46


	
Section 5.4  Costs

	
46


	
ARTICLE 6. SALE PURSUANT TO
POOLING AND SERVICING AGREEMENT

	
47


	
Section 6.1 
Servicing Agreement: Sellers' Consent to Assignment

	
47


	
Section 6.2  Indemnification

	
48


	
ARTICLE 7. MISCELLANEOUS PROVISIONS

	
50


	
Section 7.1  Amendment

	
50


	
Section 7.2  Recordation of Agreement

	
50


	
Section 7.3  Governing Law

	
51


	
Section 7.4  General Interpretive Principles

	
51


	
Section 7.5  Notices

	
52


	
Section 7.6  Severability of Provisions

	
54


	
Section 7.7  Exhibits

	
54


	
Section 7.8  Counterparts; Successors and Assigns

	
55


	
Section 7.9  Effect of Headings

	
55


	
Section 7.10  Other Agreements Superseded

	
55


	
Section 7.11  Intention of the Parties

	
56


	
Section 7.12  Nonsolicitation

	
56


	Section 7.13 Obligations of the Sellers	58
	
Section 7.14  Attorneys’ Fees

	
58


	
Section 7.15  Security Interest

	
58


	
Section 7.16  Covenant Not to Place Purchaser or Trust Into
Bankruptcy

	
60







 




 


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 October 25, 2005 is among WaMu Asset Acceptance Corp., a Delaware corporation, as purchaser, Washington Mutual Bank, a federal
savings association, as seller, and Washington Mutual Bank fsb, a federal savings bank, as seller.


PRELIMINARY STATEMENT


WHEREAS, in reliance upon the representations,
warranties and covenants of each Seller contained here, the Purchaser desires to purchase from each Seller, from time to time, and
each 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 Sellers desire to
prescribe in this Agreement the manner of sale by each Seller and purchase by the Purchaser of such mortgage loans;


WHEREAS, following each purchase of mortgage loans from
the Sellers, the Purchaser intends to effect a Sale (as defined below) with respect to those mortgage loans; and


WHEREAS, the Purchaser and the Sellers desire that
Washington Mutual Bank shall service the mortgage loans pursuant to a Pooling and Servicing Agreement (as defined below).


NOW, THEREFORE, the Purchaser and the Sellers 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.


Breaching Seller:  As defined in Section
3.3(b).


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 a 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 a 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:  Each of Washington Mutual Bank and
Washington Mutual Bank fsb, and its respective 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 applicable 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 a 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 a 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 underwriting standards applicable to the origination of such Mortgage Loan.


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, each Seller that
is selling Mortgage Loans to the Purchaser on such Closing Date shall deliver to the Purchaser a Term Sheet and a Confidential
Pricing Supplement with respect to the Mortgage Loans sold by such Seller. As set forth in such Term Sheet, each 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 such 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 applicable Seller or Sellers 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 applicable Seller or Sellers 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 such Seller and the Purchaser).


Section 2.2.          Delivery of Mortgage Files


Each 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 such Seller hereunder, on or
before the related Closing Date, at such 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 applicable 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, such Seller shall deliver to the Purchaser or
its designee within such time period a Seller Officer’s Certificate stating the date by which such Seller expects to receive
such Recording Documents from the applicable recording office. In the event that Recording Documents have still not been received
by such 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, such Seller shall deliver to the Purchaser or its designee by such date an
additional Seller Officer’s Certificate stating a revised date by which such Seller expects to receive the applicable
Recording Documents. This procedure shall be repeated until the Recording Documents have been received by such 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 a Seller hereunder, was not included therein or has not been executed, such Seller shall correct
or cure such defect within 60 days from the date such Seller receives notice thereof or, if such defect cannot be corrected or
cured within such 60-day period, such 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 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 such Seller to deliver any Recording Document with respect to such Mortgage Loan, due to a delay on the part of
the recording office, then such 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 such 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 applicable 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 applicable Seller shall pay to the Purchaser the Substitution Price for such
Reacquired Mortgage Loans.


(d)   Concurrently with each such substitution, the applicable 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 applicable 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
applicable 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 applicable Seller shall own and be entitled to receive all payments due under the related Mortgage Note 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 such 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 applicable 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 applicable 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 such Seller title to such Mortgage
Loan.


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


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


 


ARTICLE 3.



REPRESENTATIONS AND WARRANTIES OF

THE SELLERS CONCERNING THE MORTGAGE LOANS;

REPURCHASE OR SUBSTITUTION OF MORTGAGE LOANS


Section 3.1.          Seller Representations and Warranties
Concerning the Mortgage Loans


Each of the Sellers hereby, severally and not jointly, represents and
warrants to and covenants to and agrees with the Purchaser that, as to each Mortgage Loan sold by such 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


Each of the Sellers hereby, severally and not jointly, represents and
warrants to the Purchaser as to such Seller as of each Closing Date on which such Seller sells Mortgage Loans hereunder, and with
respect to such Mortgage Loans, as of such Closing Date:


(i)                  If the
Seller is Washington Mutual Bank, the Seller is a federal savings association, duly organized, validly existing and in good
standing under the laws of the United States. If the Seller is Washington Mutual Bank fsb, the Seller is a federal savings bank,
duly organized, validly existing and in good standing under the laws of the United States.


(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 each 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 a Seller (the “Breaching Seller”) or the Purchaser of a
breach of any of the representations and warranties set forth in Section 3.1 made by the Breaching Seller (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 sold by such Breaching Seller
hereunder 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 Breaching 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 such 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 a Breaching 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 such Breaching Seller set forth in Section 3.1.


(d)   In addition to such cure, repurchase or substitution obligation, each 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 such Seller in this Article 3.


 


ARTICLE 4.



COVENANTS


Section 4.1.          Cooperation


Each of the Sellers 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 a 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


Each 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 each applicable 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 applicable Seller or
Sellers 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 applicable Seller or Sellers 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


Each Seller shall pay all costs, fees and expenses incurred in
connection with the transfer and delivery of the Mortgage Loans sold by such Seller under this Agreement for such Seller’s
accountants, attorneys and other service providers.  In addition, with respect to each Pooling and Servicing Agreement,
each Seller shall, in proportion to the aggregate principal balance of the Mortgage Loans subject
to such Pooling and Servicing Agreement and sold by such Seller under this Agreement, (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.



SERVICING; SALE PURSUANT TO
POOLING AND SERVICING AGREEMENT


Section
6.1.          Servicing
Agreement; Sellers’ Consent to Assignment


(a)    On each Closing Date, the Purchaser and Washington Mutual Bank shall execute an agreement
(which may be a Pooling and Servicing Agreement) pursuant to which (i) Washington Mutual Bank shall service the Mortgage Loans
purchased by the Purchaser on such Closing Date as provided therein and (ii) the Servicer thereunder shall have the right to
purchase such Mortgage Loans if the aggregate principal balance thereof is less than a percentage specified therein of such
aggregate principal balance as of the related Cut-Off Date.


(b)   Each 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.
Each 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)    Each of the Sellers, severally and not jointly, (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 such Seller to the Purchaser with respect to such Seller’s
origination and underwriting criteria, the regulatory status of such Seller and its affiliates (other than the Purchaser and the
Trust), and the characteristics of the Mortgage Loans sold by such 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 each of the Sellers against any losses,
claims, damages or liabilities to which such 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 applicable 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
applicable 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 each Seller for any legal or
other expenses reasonably incurred by such Seller in connection with investigating or defending any such loss, claim, damage,
liability or action. 


(c)    In connection with each Sale, (i) each of the Sellers agrees to execute an agreement
pursuant to which such 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 applicable Seller’s Information and included in any Disclosure
Document, and (ii) the Purchaser agrees to make reasonable efforts to obtain indemnification satisfactory to the Sellers 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 Sellers and the
Purchaser solely by written agreement signed by the Sellers 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 Sellers at the Purchaser’s expense
upon direction of the Purchaser.


(b)   Each 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 Sellers:


Washington Mutual Bank

Washington Mutual Bank fsb

1201 Third Avenue, WMT0511

Seattle, Washington  98101

Attention:  General Counsel

Telephone: (206) 461-8890

Telecopy: (206) 461-5739


or such other address as may hereafter be
furnished to the Purchaser in writing by a 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 each of the Sellers 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 Sellers and the Purchaser. Notwithstanding the foregoing, (a) none of the Sellers shall 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 applicable Seller or Sellers, 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 each Seller is selling, Mortgage Loans and not a debt instrument of such 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 each Seller, as
applicable, 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 applicable Seller or Sellers shall cooperate with all reasonable requests made by the Purchaser in the
course of such review.


Section
7.12.      Nonsolicitation


Each 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, no Seller shall 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 such 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 such 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 such Seller or its affiliates owns or services;


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


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


In no event shall any 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.       Obligations of the Sellers


The obligations and liabilities of each of the Sellers under this
Agreement are several, and no Seller shall be responsible for the obligations of the other Seller under this Agreement.  Each
representation, warranty, indemnity and covenant made by one Seller under the Agreement is made by, or on behalf of, and with
respect to, that Seller only and not the other Seller.


Section
7.14.      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
7.15.      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 applicable 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 applicable Seller to the Purchaser to secure a debt or other
obligation of such Seller. However, in the event that, notwithstanding the intent of the parties, any Mortgage Loan is held to be
the property of any 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 each Seller to the Purchaser of, and each Seller hereby grants to
the Purchaser, to secure all of such Seller’s obligations hereunder, a security interest in all of such 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)   Each 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.  Each 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, each Seller
shall file in the applicable jurisdictions such UCC financing statements covering the Mortgage Loans sold by such Seller on such
Closing Date as are necessary to perfect the Purchaser’s interests in such Mortgage
Loans.


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


Each 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
Sellers 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.



 




	

 



 

	

WASHINGTON MUTUAL
BANK



a federal savings
association



 



Name: /s/ Michael
Parker



Title:  Senior Vice
President


	

 

	

 


	

 



 

	

WASHINGTON MUTUAL BANK
fsb



a federal savings
bank



 



Name: /s/ Peter
Freilinger



Title:  Senior Vice
President


	

 

	

 


	

 



 

	

WaMu ASSET ACCEPTANCE
CORP.



a Delaware
corporation



 



Name: /s/ Thomas G.
Lehmann



Title:  First Vice
President









 





 
STATE OF
WASHINGTON                         
)

                                                                           
) ss.

COUNTY
OF                                                    )


 


            This
instrument was acknowledged before me on October 25, 2005, by Michael Parker as
Senior Vice President of
Washington Mutual Bank.


 


                                                                       
/s/ Chriselda Landon


                                                                       
[Print Name] Chriselda Landon


                                                                       
Washington, residing at Seattle


                                                                       
My commission expires 2-26-2007


 


STATE OF
WASHINGTON                         
)

                                                                          
) ss.

COUNTY
OF                                                   )


            This
instrument was acknowledged before me on October 25, 2005, by Peter Freilinger as
Senior Vice President of
Washington Mutual Bank Fsb.


 


                                                                       
/s/ Chriselda Landon


                                                                       
[Print Name] Chriselda Landon


                                                                       
Washington, residing at Seattle


                                                                       
My commission expires 2-26-2007


 


STATE OF
WASHINGTON                         
)

                                                                           
) ss.

COUNTY
OF                                                    
)


            This
instrument was acknowledged before me on October 25, 2005, by Thomas G. Lehmann as
First Vice President of WaMu Asset Acceptance Corp.


 


                                                                       
/s/ Chriselda Landon


                                                                       
[Print Name] Chriselda Landon


                                                                       
Washington, residing at Seattle


                                                                       
My commission expires 2-26-2007









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 (1) endorsed (A) in blank, without recourse, (B) to the applicable Trustee, as Trustee,
without recourse, (C) to the applicable Trust, without recourse, or (D) to the Seller thereof, and all intervening endorsements
evidencing a complete chain of endorsements from the originator to the endorser last endorsing the Mortgage Note, or (2) naming the
Seller as payee, 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;



(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 or the
mortgagee named in such Mortgage is the Seller, an original assignment of the Mortgage duly executed and acknowledged in recordable
form (A) in blank, (B) to the applicable Trustee, as Trustee, (C) to the applicable Trust or (D) to the Seller, and (z) unless the
Mortgage Loan is a MOM Loan or the mortgagee named in such Mortgage is the Seller, 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 of the original of which has been sent for recordation, (y) unless the Mortgage Loan is a
MERS Loan or the mortgagee named in such Mortgage is the Seller, an original assignment of the Mortgage
duly executed and acknowledged in recordable form (A) in blank, (B) to the applicable Trustee, as Trustee, (C) to the applicable
Trust or (D) to the Seller, and (z) unless the Mortgage Loan is a MOM Loan or the mortgagee named in such Mortgage is the
Seller, 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;



(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 (1) endorsed (A) in blank, without recourse, (B) to the applicable Trustee, as Trustee,
without recourse, (C) to the applicable Trust, without recourse, or (D) to the Seller thereof, and all intervening endorsements
evidencing a complete chain of endorsements from the originator to the endorser last endorsing the Mortgage Note, or (2) naming the
Seller as payee, 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;



(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)             Unless the Seller
was the originator of the Cooperative Loan, 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 Trust, the applicable Trustee or the Seller, each with evidence of recording thereof;



(viii)           Unless the Seller was the originator of the Cooperative Loan, 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 Trust, the applicable Trustee or the Seller; and



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




EXHIBIT B

 



TERM
SHEET



 


This Term Sheet (this “Term Sheet”) is dated
_____, by Washington Mutual Bank [fsb], [a federal savings association] [a federal savings
bank], 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 [____], 2005, among Washington Mutual
Bank, Washington Mutual Bank fsb 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 “Seller 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,
which is Version [__],
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, Washington
Mutual Bank, 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 Seller 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 Seller 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
Seller Mortgage Loans:



            [________] [No additional representations and
warranties.]



d.  The following
additional amendments are hereby made to the MLPA with respect to the Seller 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.


	

 



 

	

WASHINGTON MUTUAL BANK
[fsb]



[a federal savings
association]

 [a federal savings bank]



 



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:


 



______    [WMB]
[WMBfsb]


 



to the Purchaser.





 


 


 


 



[Signature page to Term Sheet for Washington Mutual Bank [fsb] for [INSERT Series Name] ]

















SCHEDULE
I


MORTGAGE LOAN SCHEDULE OF WASHINGTON MUTUAL BANK [fsb] *


 



* 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 Washington Mutual Bank [fsb] 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 Washington Mutual Bank [fsb], [a
federal savings association] [a federal savings bank], 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 [____], 2005,
among Washington Mutual Bank, Washington Mutual Bank fsb 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.




	

 



 

	

WASHINGTON MUTUAL BANK
[fsb]



[a federal savings
association]

 [a federal savings bank]



 



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:


 


______    [WMB] [WMBfsb]


 


to the Purchaser.





 


 


[Signature page to Confidential
Pricing Supplement for Washington Mutual Bank [fsb] for [INSERT Series Name]]