Common use of Representations and Warranties by Each Party Clause in Contracts

Representations and Warranties by Each Party. Each Party to this Settlement Agreement represents, warrants, and agrees as to itself as follows: (a) It is duly organized, validly existing, and (to the extent applicable) in good standing under the Law of the jurisdiction in which it is organized. It has the corporate, trust or other power and authority (including contractual and/or regulatory authority to the extent applicable) necessary to execute, deliver, and perform its obligations under this Settlement Agreement, and to complete the transactions contemplated hereby, including with respect to any other entities, account-holders, or accounts for which or on behalf of which it is signing this Settlement Agreement, and the execution, delivery, and performance of this Settlement Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, trust, or other action. Assuming the due authorization, execution, and delivery of this Settlement Agreement by the other Parties, this Settlement Agreement constitutes the legal, valid, and binding obligations of it, enforceable against it in accordance with its terms. (b) It has not relied upon any statement, representation, or promise of any other Party (or of any representative or attorney of or for any other Party), in executing this Settlement Agreement, or in connection with the Settlement, (i) except for the representations, warranties, covenants, and other obligations set forth in this Settlement Agreement, and (ii) except that Bank of America and Countrywide represent to the Trustee that neither Bank of America nor Countrywide had, as of the date it was provided, or has, as of the date of this Settlement Agreement, actual knowledge that any factual information provided to the Trustee, its counsel and its experts in connection with the negotiation of the Settlement concerning: (A) historical factual information concerning prior repurchase experience, (B) factual information concerning historical losses and historical delinquencies experienced by the Covered Trusts, (C) the financial statements of CFC and/or CHL, and (D) documents reflecting, or information concerning, corporate transactions involving the exchange of assets between CFC and its subsidiaries and BAC and its non-Countrywide subsidiaries that were taken subsequent to the merger of CFC and a BAC subsidiary, was materially false or materially inaccurate at the time the information or documents were provided (unless subsequently corrected), and acknowledge that the Trustee’s experts are relying on such information and documents. In addition, Bank of America and Countrywide represent to the Trustee that the information contained on the CD- ROM provided to the Trustee’s counsel and experts on June 3, 2011 contains business records of BAC HLS as kept on its computer systems in the ordinary course of its business. It is further acknowledged and understood that the Trustee has made its own independent judgment concerning the reasonableness and advantageousness of the Settlement and its terms. (c) It is not entering into this Settlement Agreement with the intent of hindering, delaying, or defrauding any of its respective current or future creditors. (d) It has made such investigation of the facts pertaining to this Settlement and this Settlement Agreement and of all the matters pertaining thereto as it deems necessary. (e) It has read this Settlement Agreement and understands the contents hereof, has consulted with counsel of its choice with respect to this Settlement Agreement, and has executed this Settlement Agreement voluntarily and without duress or undue influence on the part of or on behalf of any other Party. (f) It has not heretofore assigned, transferred, or granted, or purported to assign, transfer, or grant, any of the claims, demands, or causes of action released or waived by this Settlement Agreement.

Representations and Warranties by Each Party. Each Party to this Settlement Institutional Investor Agreement represents, warrants, and agrees as to itself as follows: (a) It is duly organized, validly existing, and (to the extent applicable) in good standing under the Law of the jurisdiction in which it is organized. It has the corporate, trust or other power and authority (including contractual and/or regulatory authority to the extent applicable) necessary to execute, deliver, and perform its obligations under this Settlement Institutional Investor Agreement, and to complete the transactions contemplated hereby, including including, to the extent that it has the authority, with respect to any other entities, account-account holders, or accounts for which or on behalf of which it is signing this Settlement Institutional Investor Agreement, and the execution, delivery, and performance of this Settlement Institutional Investor Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, trust, trust or other action. Assuming the due authorization, execution, and delivery of this Settlement Institutional Investor Agreement by the other Parties, this Settlement Institutional Investor Agreement constitutes the legal, valid, and binding obligations of itit and, to the extent that it has the authority, of any other entities or accounts for which or on whose behalf it is signing this Institutional Investor Agreement, enforceable against it and/or them in accordance with its terms. (b) It has not relied upon any statement, representation, or promise of any other Party (or of any representative or attorney of or for any other Party), in executing this Settlement Institutional Investor Agreement, or otherwise in connection with the Settlement, (i) except for the representations, warranties, covenants, and other obligations set forth in this Settlement Institutional Investor Agreement, and ; (ii) as to the Trustee, except that as specifically set forth in Subparagraph 13(b) of the Settlement Agreement; and (iii) except (A) Bank of America and Countrywide represent to the Trustee Institutional Investors that neither Bank of America nor Countrywide had, as of the date it was provided, or has, as of the date of this Settlement Agreement, actual knowledge that has intentionally made any factual information provided to the Trustee, its counsel and its experts material misstatement in connection with the negotiation of the Settlement concerning: (A) concerning historical factual information concerning prior repurchase experience, (B) factual information concerning historical losses and historical delinquencies experienced by the Covered Trusts, (C) experience with other parties or the financial statements of CFC and/or CHL, ; and (DB) documents reflecting, or information concerning, corporate transactions involving the exchange of assets between CFC and its subsidiaries and BAC and its non-Countrywide subsidiaries that were taken subsequent Institutional Investors represent to the merger of CFC and a BAC subsidiary, was materially false or materially inaccurate at the time the information or documents were provided (unless subsequently corrected), and acknowledge that the Trustee’s experts are relying on such information and documents. In addition, Bank of America America, and Countrywide represent to that they have not intentionally made any material misstatement in connection with the Trustee that negotiation of the information contained on Settlement concerning their holdings of securities issued by the CD- ROM provided to the Trustee’s counsel and experts on June 3, 2011 contains business records of BAC HLS as kept on its computer systems in the ordinary course of its businessCovered Trusts. It is further acknowledged and understood that the Trustee has and the Institutional Investors have each made its their own independent judgment judgments concerning the reasonableness and advantageousness of the Settlement and its termsterms and this Institutional Investor Agreement. (c) It is not entering into this Settlement Institutional Investor Agreement with the intent of hindering, delaying, or defrauding any of its respective current or future creditors. (d) It has made such investigation of the facts pertaining to this the Settlement and this Settlement Institutional Investor Agreement and of all the matters pertaining thereto as it deems necessary. (e) It has read this Settlement Institutional Investor Agreement and understands the contents hereof, has consulted with counsel of its choice with respect to this Settlement Institutional Investor Agreement, and has executed this Settlement Institutional Investor Agreement voluntarily and without duress or undue influence on the part of or on behalf of any other Party. (f) It has not heretofore assigned, transferred, or granted, or purported to assign, transfer, or grant, any of the claims, demands, or causes of action released or waived addressed by this Settlement Institutional Investor Agreement.

Representations and Warranties by Each Party. Each Party (the “Applicable Party”) severally represents and warrants to the other Parties as set forth below in this Settlement Agreement represents, warrants, and agrees as to itself as followsSection 4.1: (a) It is duly organized, validly existing, As of the Effective Time and (on each date on which Option Units are delivered to the extent applicable) in good standing under the Law Underwriters pursuant to an exercise of the jurisdiction in which it is organized. It has the Underwriters’ Option, all corporate, trust or other power partnership and authority (including contractual and/or regulatory authority limited liability company action, as the case may be, required to be taken by the extent applicable) necessary to execute, deliver, and perform its obligations under this Settlement Agreement, and to complete the transactions contemplated hereby, including with respect to any other entities, account-holdersApplicable Party, or accounts any of its respective stockholders, partners or members, as the case may be, for which or on behalf of which it is signing this Settlement Agreement, the execution and the execution, delivery, and performance delivery of this Settlement Agreement and the completion consummation of the transactions contemplated hereby by this Agreement, has been and shall have been validly taken. (b) This Agreement has been duly authorized, executed and validly authorized delivered by all necessary corporate, trust, or other action. Assuming the due authorization, executionApplicable Party, and delivery assuming due authorization by each of this Settlement Agreement by the other Parties, this Settlement Agreement constitutes will be a valid legally binding agreement of the legal, valid, and binding obligations of itApplicable Party, enforceable against it such Applicable Party in accordance with its terms. (b) It has not relied upon any statement, representation, or promise of any other Party (or of any representative or attorney of or for any other Party), in executing this Settlement Agreement, or in connection with the Settlement, (i) except for the representations, warranties, covenants, and other obligations set forth in this Settlement Agreement, and (ii) except that Bank of America and Countrywide represent to the Trustee that neither Bank of America nor Countrywide had, as of the date it was ; provided, or has, as of the date of this Settlement Agreement, actual knowledge that any factual information provided to the Trustee, its counsel and its experts in connection with the negotiation of the Settlement concerning: (A) historical factual information concerning prior repurchase experience, (B) factual information concerning historical losses and historical delinquencies experienced by the Covered Trusts, (C) the financial statements of CFC and/or CHL, and (D) documents reflecting, or information concerning, corporate transactions involving the exchange of assets between CFC and its subsidiaries and BAC and its non-Countrywide subsidiaries that were taken subsequent to the merger of CFC and a BAC subsidiary, was materially false or materially inaccurate at the time the information or documents were provided (unless subsequently corrected), and acknowledge that the Trustee’s experts are relying on enforceability hereof may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws relating to or affecting creditors’ rights generally and by general principles of equity (regardless of whether such information and documents. In addition, Bank of America and Countrywide represent to the Trustee that the information contained on the CD- ROM provided to the Trustee’s counsel and experts on June 3, 2011 contains business records of BAC HLS as kept on its computer systems enforceability is considered in the ordinary course of its business. It is further acknowledged and understood that the Trustee has made its own independent judgment concerning the reasonableness and advantageousness of the Settlement and its termsa proceeding in equity or at law). (c) It No permit, consent, approval, authorization, order, registration, filing or qualification (“Consent”) of or with any court, governmental agency or body having jurisdiction over the Applicable Party or any of their properties or assets is not entering into this Settlement Agreement required in connection with the intent execution, delivery and performance of hindering, delayingsuch Applicable Party’s obligations under this Agreement or the consummation of the transactions contemplated by this Agreement other than Consents that have been, or defrauding any of its respective current or future creditorsprior to the Effective Time will be, obtained. (d) It has made such investigation of the facts pertaining to this Settlement and this Settlement Agreement and of all the matters pertaining thereto as it deems necessary. (e) It has read this Settlement Agreement and understands the contents hereof, has consulted with counsel of its choice with respect to this Settlement Agreement, and has executed this Settlement Agreement voluntarily and without duress or undue influence on the part of or on behalf of any other Party. (f) It has not heretofore assigned, transferred, or granted, or purported to assign, transfer, or grant, any of the claims, demands, or causes of action released or waived by this Settlement Agreement.

Representations and Warranties by Each Party. Each Party to this Settlement Agreement represents, warrants, and agrees as to itself as follows: (a) It is duly organized, validly existing, and (to the extent applicable) in good standing under the Law of the jurisdiction in which it is organized. It has the corporate, trust or other power and authority (including contractual and/or regulatory authority to the extent applicable) necessary to execute, deliver, and perform its obligations under this Settlement Agreement, and to complete the transactions contemplated hereby, including with respect to any other entities, account-holders, or accounts for which or on behalf of which it is signing this Settlement Agreement, and the execution, delivery, and performance of this Settlement Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, trust, or other action. Assuming the due authorization, execution, and delivery of this Settlement Agreement by the other Parties, this Settlement Agreement constitutes the legal, valid, and binding obligations of it, enforceable against it in accordance with its terms. (b) It has not relied upon any statement, representation, or promise of any other Party (or of any representative or attorney of or for any other Party), in executing this Settlement Agreement, or in connection with the Settlement, (i) except for the representations, warranties, covenants, and other obligations set forth in this Settlement Agreement, and (ii) except that Bank of America and Countrywide represent to the Trustee that neither Bank of America nor Countrywide had, as of the date it was provided, or has, as of the date of this Settlement Agreement, actual knowledge that any factual information provided to the Trustee, its counsel and its experts in connection with the negotiation of the Settlement concerning: (A) historical factual information concerning prior repurchase experience, (B) factual information concerning historical losses and historical delinquencies experienced by the Covered Trusts, (C) the financial statements of CFC and/or CHL, and (D) documents reflecting, or information concerning, corporate transactions involving the exchange of assets between CFC and its subsidiaries and BAC and its non-Countrywide subsidiaries that were taken subsequent to the merger of CFC and a BAC subsidiary, was materially false or materially inaccurate at the time the information or documents were provided (unless subsequently corrected), and acknowledge that the Trustee’s experts are relying on such information and documents. In addition, Bank of America and Countrywide represent to the Trustee that the information contained on the CD- CD-ROM provided to the Trustee’s counsel and experts on June 3, 2011 contains business records of BAC HLS as kept on its computer systems in the ordinary course of its business. It is further acknowledged and understood that the Trustee has made its own independent judgment concerning the reasonableness and advantageousness of the Settlement and its terms. (c) It is not entering into this Settlement Agreement with the intent of hindering, delaying, or defrauding any of its respective current or future creditors. (d) It has made such investigation of the facts pertaining to this Settlement and this Settlement Agreement and of all the matters pertaining thereto as it deems necessary. (e) It has read this Settlement Agreement and understands the contents hereof, has consulted with counsel of its choice with respect to this Settlement Agreement, and has executed this Settlement Agreement voluntarily and without duress or undue influence on the part of or on behalf of any other Party. (f) It has not heretofore assigned, transferred, or granted, or purported to assign, transfer, or grant, any of the claims, demands, or causes of action released or waived by this Settlement Agreement.

Representations and Warranties by Each Party. Each Owner and Operator each represent and warrant to the other Party to this Settlement Agreement representsthat, warrants, and agrees as to itself as followsof the Effective Date: (a) It it is duly organized, organized and validly existing, and (to the extent applicable) in good standing existing under the Law laws of the jurisdiction all relevant jurisdictions in which it is organized. It does business and has the corporate, trust or other all requisite power and authority to own its property and assets and conduct its business as presently conducted or proposed to be conducted under this Agreement; (including contractual and/or regulatory b) such Party has the full power and authority to the extent applicable) necessary to execute, deliver, deliver and perform its obligations under this Settlement Agreement, and to complete carry out the transactions contemplated hereby, including with respect and to any other entities, account-holders, or accounts for which or on behalf of which it is signing this Settlement Agreement, perform its obligations hereunder; (c) the execution and the execution, delivery, and performance delivery of this Settlement Agreement and the completion carrying out by such Party of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, trust, or other action. Assuming the due authorization, executionrequisite action(s), and delivery of this Settlement Agreement has been duly executed and delivered by the other Parties, this Settlement Agreement such Party and constitutes the legal, valid, valid and binding obligations obligation of itsuch Party, enforceable against it in accordance with its terms. (b) It has not relied upon any statement, representation, or promise of any other Party (or of any representative or attorney of or for any other Party), in executing this Settlement Agreement, or in connection with the Settlement, (i) except for the representations, warranties, covenants, and other obligations set forth in this Settlement Agreement, and (ii) except that Bank of America and Countrywide represent to the Trustee that neither Bank of America nor Countrywide had, as of the date it was provided, or has, as of the date of this Settlement Agreement, actual knowledge that any factual information provided to the Trustee, its counsel and its experts in connection with the negotiation of the Settlement concerning: (A) historical factual information concerning prior repurchase experience, (B) factual information concerning historical losses and historical delinquencies experienced by the Covered Trusts, (C) the financial statements of CFC and/or CHL, and (D) documents reflecting, or information concerning, corporate transactions involving the exchange of assets between CFC and its subsidiaries and BAC and its non-Countrywide subsidiaries that were taken subsequent to the merger of CFC and a BAC subsidiary, was materially false or materially inaccurate at the time the information or documents were provided (unless subsequently corrected), and acknowledge that the Trustee’s experts are relying on such information and documents. In addition, Bank of America and Countrywide represent to the Trustee that the information contained on the CD- ROM provided to the Trustee’s counsel and experts on June 3, 2011 contains business records of BAC HLS as kept on its computer systems in the ordinary course of its business. It is further acknowledged and understood that the Trustee has made its own independent judgment concerning the reasonableness and advantageousness of the Settlement and its terms. (c) It is not entering into this Settlement Agreement with the intent of hindering, delaying, or defrauding any of its respective current or future creditors.terms hereof; (d) It has made such investigation none of the facts pertaining to execution, delivery and performance by such Party of this Settlement Agreement, the compliance with the terms and this Settlement Agreement provisions hereof, and the carrying out of all the matters pertaining thereto as contemplated transactions, conflicts or will conflict with or result in a breach or violation of any of the terms, conditions, or provisions of any law, governmental rule, regulation or material contract of such Party or any applicable order, writ, injunction, judgment or decree of any court or governmental, authority against such Party or by which it deems necessary.or any of its properties is bound, or constitutes or will constitute a default thereunder or will result in the imposition of any lien upon any of its properties; and (e) It has read this Settlement Agreement and understands there are no legal or arbitral proceedings or investigations or any proceedings or investigations by or before any governmental or regulatory authority or agency, now pending or, to the contents hereofknowledge of such Party, has consulted with counsel threatened against such Party or any of its choice with respect subsidiaries that if adversely determined, could reasonably be expected to materially impede a Party’s ability to perform its obligations under this Settlement Agreement, and has executed this Settlement Agreement voluntarily and without duress or undue influence on the part of or on behalf of any other Party. (f) It has not heretofore assigned, transferred, or granted, or purported to assign, transfer, or grant, any of the claims, demands, or causes of action released or waived by this Settlement Agreement.

Representations and Warranties by Each Party. Each Party represents and warrants to this Settlement Agreement representsthe other Party, warrants, and agrees as to itself as followsof the Effective Date that: (a) It it is a corporation duly organized, validly existing, and (to the extent applicable) in good standing under the Law laws of the its jurisdiction in which of formation; (b) it is organized. It has the corporate, trust or other full corporate power and authority (including contractual and/or regulatory authority to the extent applicable) necessary to execute, deliver, and perform its obligations under this Settlement License Agreement, and has taken all corporate action required by law and its organizational documents to complete authorize the transactions contemplated hereby, including with respect to any other entities, account-holders, or accounts for which or on behalf of which it is signing this Settlement Agreement, execution and the execution, delivery, and performance delivery of this Settlement License Agreement and the completion consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, trust, or other action. Assuming the due authorization, execution, and delivery of this Settlement Agreement by the other Parties, License Agreement; (c) this Settlement License Agreement constitutes the legal, valid, a valid and binding obligations of it, agreement enforceable against it in accordance with its terms. (b) It has not relied upon any statement, representation, or promise of any other Party (or of any representative or attorney of or for any other Party), in executing this Settlement Agreement, or in connection with the Settlement, (i) except for the representations, warranties, covenants, and other obligations set forth in this Settlement Agreement, and (ii) except that Bank of America and Countrywide represent to the Trustee that neither Bank of America nor Countrywide had, as of the date it was provided, or has, as of the date of this Settlement Agreement, actual knowledge that any factual information provided to the Trustee, its counsel and its experts in connection with the negotiation of the Settlement concerning: (A) historical factual information concerning prior repurchase experience, (B) factual information concerning historical losses and historical delinquencies experienced by the Covered Trusts, (C) the financial statements of CFC and/or CHL, and (D) documents reflecting, or information concerning, corporate transactions involving the exchange of assets between CFC and its subsidiaries and BAC and its non-Countrywide subsidiaries that were taken subsequent to the merger of CFC and a BAC subsidiary, was materially false or materially inaccurate at the time the information or documents were provided (unless subsequently corrected), and acknowledge that the Trustee’s experts are relying on such information and documents. In addition, Bank of America and Countrywide represent to the Trustee that the information contained on the CD- ROM provided to the Trustee’s counsel and experts on June 3, 2011 contains business records of BAC HLS as kept on its computer systems in the ordinary course of its business. It is further acknowledged and understood that the Trustee has made its own independent judgment concerning the reasonableness and advantageousness of the Settlement and its terms. (c) It is not entering into this Settlement Agreement with the intent of hindering, delaying, or defrauding any of its respective current or future creditors.; (d) It has made other than compliance with the HSR Act or as may be required to conduct clinical trials or to seek or obtain Regulatory Approvals or applicable regulatory material, all consents, approvals and authorizations from all Governmental Authorities or other Third Parties required to be obtained by such investigation of the facts pertaining to Party in connection with this Settlement and this Settlement License Agreement and of all the matters pertaining thereto as it deems necessary.have been obtained; (e) It has read the execution and delivery of this Settlement License Agreement and understands the contents hereof, has consulted consummation of the transactions contemplated hereby do not: (i) conflict with counsel or result in a breach of any provision of its choice with respect to this Settlement Agreement, and has executed this Settlement Agreement voluntarily and without duress or undue influence on the part of or on behalf organizational documents; (ii) result in a breach of any other Party.agreement to which it is a party; or (iii) violate any law; and (f) It (i) neither such Party nor, to the actual knowledge of such Party, any employee, agent or subcontractor of such Party involved or to be involved in the Development of the MPAG Compounds or Products has not heretofore assignedbeen debarred under Subsection (a) or (b) of Section 306 of the Act 264813180 v3 (each, transferreda “Debarred Person”); (ii) no Debarred Person who is known by such Party to have been debarred under Subsection (a) or (b) of Section 306 of the Act will be employed by such Party in the performance of any activities hereunder; and (iii) to the actual knowledge of such Party, or granted, or purported to assign, transfer, or grant, no Debarred Person on any of the claimsFDA clinical investigator enforcement lists (including the (1) Disqualified/Totally Restricted List, demands, or causes (2) Restricted List and (3) Adequate Assurances List) will participate in the performance of action released or waived by this Settlement Agreementany activities hereunder.

Representations and Warranties by Each Party. Each Party to this Settlement Agreement represents, warrants, and agrees as to itself as follows: (a) It is duly organized, validly existing, and (to the extent applicable) in good standing under the Law of the jurisdiction in which it is organized. It has the corporate, trust or other power and authority (including contractual and/or regulatory authority to the extent applicable) necessary to execute, deliver, and perform its obligations under this Settlement Agreement, and to complete the transactions contemplated hereby, including with respect to any other entities, account-holders, or accounts for which or on behalf of which it is signing this Settlement Agreement, and the execution, delivery, and performance of this Settlement Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, trust, or other action. Assuming the due authorization, execution, and delivery of this Settlement Agreement by the other Parties, this Settlement Agreement constitutes the legal, valid, and binding obligations of it, enforceable against it in accordance with its terms. (b) It has not relied upon any statement, representation, or promise of any other Party (or of any representative or attorney of or for any other Party), in executing this Settlement Agreement, or in connection with the Settlement, (i) except for the representations, warranties, covenants, and other obligations set forth in this Settlement Agreement, and (ii) except that Bank of America and Countrywide represent to the Trustee that neither Bank of America nor Countrywide had, as of the date it was provided, or has, as of the date of this Settlement Agreement, actual knowledge that any factual information provided to the Trustee, its counsel and its experts in connection with the negotiation of the Settlement concerning: (A) historical factual information concerning prior repurchase experience, (B) factual information concerning historical losses and historical delinquencies experienced by the Covered Trusts, (C) the financial statements of CFC and/or CHL, and (D) documents reflecting, or information concerning, corporate transactions involving the exchange of assets between CFC and its subsidiaries and BAC and its non-Countrywide subsidiaries that were taken subsequent to the merger of CFC and a BAC subsidiary, was materially false or materially inaccurate at the time the information or documents were provided (unless subsequently corrected), and acknowledge that the Trustee’s experts are relying on such information and documents. In addition, Bank of EXECUTION COPY America and Countrywide represent to the Trustee that the information contained on the CD- CD-ROM provided to the Trustee’s counsel and experts on June 3, 2011 contains business records of BAC HLS as kept on its computer systems in the ordinary course of its business. It is further acknowledged and understood that the Trustee has made its own independent judgment concerning the reasonableness and advantageousness of the Settlement and its terms. (c) It is not entering into this Settlement Agreement with the intent of hindering, delaying, or defrauding any of its respective current or future creditors. (d) It has made such investigation of the facts pertaining to this Settlement and this Settlement Agreement and of all the matters pertaining thereto as it deems necessary. (e) It has read this Settlement Agreement and understands the contents hereof, has consulted with counsel of its choice with respect to this Settlement Agreement, and has executed this Settlement Agreement voluntarily and without duress or undue influence on the part of or on behalf of any other Party. (f) It has not heretofore assigned, transferred, or granted, or purported to assign, transfer, or grant, any of the claims, demands, or causes of action released or waived by this Settlement Agreement.

Representations and Warranties by Each Party. Each Party represents and warrants to this Settlement Agreement represents, warrants, and agrees the other Party as to itself as followsof the Effective Date that: (a) It it is a corporation duly organized, validly existing, and (to the extent applicable) in good standing under the Law laws of the its jurisdiction in which of formation; (b) it is organized. It has the corporate, trust or other full corporate power and authority (including contractual and/or regulatory authority to the extent applicable) necessary to execute, deliver, and perform its obligations under this Settlement Agreement, and has taken all corporate action required by Applicable Laws and its organizational documents to complete authorize the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, including with respect to any other entities, account-holders, or accounts for which or on behalf of which it is signing by this Settlement Agreement, and the execution, delivery, and performance of person or persons executing this Settlement Agreement and the completion of the transactions contemplated hereby have on its behalf has been duly and validly authorized by all necessary corporate, trust, or other action. Assuming the due authorization, execution, and delivery of to do; (c) this Settlement Agreement by the other Parties, this Settlement Agreement constitutes the legal, valid, a valid and binding obligations of it, agreement enforceable against it in accordance with its terms. (b) It has not relied upon any statement, representation, or promise of any other Party (or of any representative or attorney of or for any other Party), in executing this Settlement Agreement, or in connection with the Settlement, (i) except for the representations, warranties, covenants, and other obligations set forth in this Settlement Agreement, and (ii) except that Bank of America and Countrywide represent to the Trustee that neither Bank of America nor Countrywide had, as of the date it was provided, or has, as of the date of this Settlement Agreement, actual knowledge that any factual information provided to the Trustee, its counsel and its experts in connection with the negotiation of the Settlement concerning: (A) historical factual information concerning prior repurchase experience, (B) factual information concerning historical losses and historical delinquencies experienced by the Covered Trusts, (C) the financial statements of CFC and/or CHL, and (D) documents reflecting, or information concerning, corporate transactions involving the exchange of assets between CFC and its subsidiaries and BAC and its non-Countrywide subsidiaries that were taken subsequent to the merger of CFC and a BAC subsidiary, was materially false or materially inaccurate at the time the information or documents were provided (unless subsequently corrected), and acknowledge that the Trustee’s experts are relying on such information and documents. In addition, Bank of America and Countrywide represent to the Trustee that the information contained on the CD- ROM provided to the Trustee’s counsel and experts on June 3, 2011 contains business records of BAC HLS as kept on its computer systems in the ordinary course of its business. It is further acknowledged and understood that the Trustee has made its own independent judgment concerning the reasonableness and advantageousness of the Settlement and its terms. (c) It is not entering into this Settlement Agreement with the intent of hindering, delaying, or defrauding any of its respective current or future creditors.; (d) It has made all consents, approvals and authorizations from all Governmental Authorities or other Third Parties required to be obtained by such investigation of the facts pertaining to Party in connection with this Settlement and this Settlement Agreement and of all the matters pertaining thereto as it deems necessary.have been obtained; (e) It has read the execution and delivery of this Settlement Agreement and understands the contents hereof, has consulted with counsel of its choice with respect all other instruments and documents required to be executed pursuant to this Settlement Agreement, and has executed this Settlement Agreement voluntarily the consummation of the transactions CONFIDENTIAL TREATMENT REQUESTED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND MARKED WITH “[***]”. AN UNREDACTED VERSION OF THE DOCUMENT HAS ALSO BEEN FURNISHED SEPARATELY TO THE SECURITIES AND EXCHANGE COMMISSION AS REQUIRED BY RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. contemplated hereby do not and without duress shall not: (i) conflict with or undue influence on the part of or on behalf result in a breach of any other Party.provision of its organizational documents; (ii) result in a breach of any agreement to which it is a party that would impair the performance of its obligations hereunder; (iii) violate any Applicable Laws; or (iv) violate any order, writ, judgment, injunction, decree, determination or award of any court or Governmental Authority presently in effect applicable to it; and (f) It has not heretofore assignedthere is no action, transferredsuit, proceeding or grantedinvestigation pending or, to its knowledge, currently threatened in writing against or purported affecting it that questions the validity of this Agreement or the right of it to assignenter into this Agreement or consummate the transactions contemplated hereby and, transferto its knowledge, or grant, any of there is no basis for the claims, demands, or causes of action released or waived by this Settlement Agreementforegoing.

Representations and Warranties by Each Party. Each Except as to Section 7(i), each Party to this Settlement Agreement represents, warrants, and agrees as to itself as of the date hereof as follows: (a) It is duly organized, validly existing, and (to the extent applicable) in good standing under the Law Laws of the jurisdiction in which it is organized. It has the corporate, trust requisite corporate or other power and authority (including contractual and/or regulatory to own, lease, and operate its properties and assets and to carry on its business as now conducted. It has the corporate or other power and authority to the extent applicable) necessary to execute, deliver, and perform its obligations under this Settlement Agreement, and to complete the transactions contemplated hereby, including with respect to any other entities, account-holders, or accounts for which or on behalf of which it is signing this Settlement Agreement, and the . The execution, delivery, and performance of this Settlement Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, trust, corporate or other action. Assuming the due authorization, execution, and delivery of this Settlement Agreement by the other Parties, this Settlement Agreement constitutes the legal, valid, and binding obligations of it, enforceable against it in accordance with its terms.terms (except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general and except as such enforceability may be limited by general principles of equity (whether considered in a proceeding at law or in equity)); (b) It No other Party has made any statement or representation to such Party regarding any fact relied upon by such Party in entering into this Settlement Agreement, and such Party has not relied upon any statement, representation, or promise of any other Party (or of any representative or attorney of or for any the other Party), in executing this Settlement Agreement, or in connection with making the Settlementsettlement provided for herein, (i) except for the representations, warranties, covenants, and other obligations as expressly set forth in this Settlement Agreement, and (ii) except that Bank of America and Countrywide represent to the Trustee that neither Bank of America nor Countrywide had, as of the date it was provided, or has, as of the date of this Settlement Agreement, actual knowledge that any factual information provided to the Trustee, its counsel and its experts in connection with the negotiation of the Settlement concerning: (A) historical factual information concerning prior repurchase experience, (B) factual information concerning historical losses and historical delinquencies experienced by the Covered Trusts, (C) the financial statements of CFC and/or CHL, and (D) documents reflecting, or information concerning, corporate transactions involving the exchange of assets between CFC and its subsidiaries and BAC and its non-Countrywide subsidiaries that were taken subsequent to the merger of CFC and a BAC subsidiary, was materially false or materially inaccurate at the time the information or documents were provided (unless subsequently corrected), and acknowledge that the Trustee’s experts are relying on such information and documents. In addition, Bank of America and Countrywide represent to the Trustee that the information contained on the CD- ROM provided to the Trustee’s counsel and experts on June 3, 2011 contains business records of BAC HLS as kept on its computer systems in the ordinary course of its business. It is further acknowledged and understood that the Trustee has made its own independent judgment concerning the reasonableness and advantageousness of the Settlement and its terms.; (c) It Such Party is not entering into this Settlement Agreement with the intent of hindering, delaying, or defrauding any of its respective current or future creditors.; nor with the intent of giving to any creditor of such Party or enabling any creditor of such Party to obtain a greater percentage of that creditor’s debt than any other creditor of the same class; nor with the intention or belief that entry into and performance of this Settlement Agreement will cause such Party to incur debts beyond its ability to pay as they mature; nor with the intention or belief that any part of this Settlement Agreement (or any transfer or release effectuated in accordance herewith) constitutes a preference or an otherwise voidable conveyance, or that the other Party is insolvent; (d) It Such Party has no present plan to cause, or present intention of causing, itself or any other Party that is its Affiliate to file for bankruptcy protection or to commence a liquidation proceeding within 90 days of the date the Settlement Payment is made in accordance with Section 2; (e) Such Party has made such investigation of the facts pertaining to this Settlement settlement and this Settlement Agreement and of all the matters pertaining thereto as it deems necessary.; (ef) It Such Party has read this Settlement Agreement and understands the contents hereof, has consulted with counsel of its choice with respect to this Settlement Agreement, and has executed this Settlement Agreement voluntarily and without duress or undue influence on the part of or on behalf of any other Party.; (fg) It Such Party has not heretofore assigned, transferred, or granted, or purported to assign, transfer, or grant, any of the claims, demands, or causes of action released or waived by this Settlement Agreement; and (h) No Governmental Authority or other third-party consents (including approvals, licenses, registrations, or declarations) are required to be obtained by such Party or any of its Affiliates in connection with the execution, delivery, effectiveness or performance of this Settlement Agreement other than such consents as have been duly obtained and are in full force and effect. (i) Defendants represent and warrant to the Ambac Parties that neither they nor any BAC-Related Person has any present plan to pursue, or present intention of pursuing, any claim or cause of action against any Ambac Party.

Representations and Warranties by Each Party. Each Party party to this Settlement Agreement represents, warrants, and agrees as to itself as follows: (a) It is duly organized, validly existing, and (to the extent applicable) in good standing under the Law laws of the jurisdiction in which it is organized. It has the corporate, trust organizational or other power and authority (including contractual and/or regulatory authority to the extent applicable) necessary to execute, deliver, and perform its obligations under this Settlement Agreement, and to complete the transactions contemplated hereby, including with respect to any other entities, account-holders, or accounts for which or on behalf of which it is signing this Settlement Agreement, and the execution, delivery, and performance of this Settlement Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, trustorganizational, or other action. Assuming the due authorization, execution, and delivery of this Settlement Agreement by the other Partiesparties, this Settlement Agreement constitutes the legal, valid, and binding obligations of it, enforceable against it in accordance with its terms. (b) It has not relied upon any statement, representation, or promise of any other Party party (or of any representative or attorney of or for any other Partyparty), in executing this Settlement Agreement, or in connection with the Settlement, (i) except for the representations, warranties, covenants, and other obligations set forth in this Settlement Agreement, and (ii) except that Bank of America and Countrywide represent to the Trustee that neither Bank of America nor Countrywide had, as of the date it was provided, or has, as of the date of this Settlement Agreement, actual knowledge that any factual information provided to the Trustee, its counsel and its experts in connection with the negotiation of the Settlement concerning: (A) historical factual information concerning prior repurchase experience, (B) factual information concerning historical losses and historical delinquencies experienced by the Covered Trusts, (C) the financial statements of CFC and/or CHL, and (D) documents reflecting, or information concerning, corporate transactions involving the exchange of assets between CFC and its subsidiaries and BAC and its non-Countrywide subsidiaries that were taken subsequent to the merger of CFC and a BAC subsidiary, was materially false or materially inaccurate at the time the information or documents were provided (unless subsequently corrected), and acknowledge that the Trustee’s experts are relying on such information and documents. In addition, Bank of America and Countrywide represent to the Trustee that the information contained on the CD- ROM provided to the Trustee’s counsel and experts on June 3, 2011 contains business records of BAC HLS as kept on its computer systems in the ordinary course of its business. It is further acknowledged and understood that the Trustee has Buyer and Seller each have made its their own independent judgment concerning the reasonableness and advantageousness of the Settlement this Agreement and its terms. (c) It is not entering into this Settlement Agreement with the intent of hindering, delaying, or defrauding any of its respective current or future creditors. (d) It has made such investigation of the facts pertaining to this Settlement and this Settlement Agreement and of all the matters pertaining thereto as it deems necessary. (e) It has read this Settlement Agreement and understands the contents hereof, has consulted with counsel of its choice with respect to this Settlement Agreement, Agreement and has executed this Settlement Agreement voluntarily and without duress or undue influence on the part of or on behalf of any other Partyparty. (f) It has not heretofore assigned, transferred, or granted, or purported to assign, transfer, or grant, any of the claims, demands, or causes of action released or waived by this Settlement Agreement. (g) Seller further represents that it is the legal and beneficial owner of the [Request for Confidential Treatment] and [Request for Confidential Treatment] free and clear of any adverse claim, lien or encumbrance, except as otherwise provided for in the [Request for Confidential Treatment] or [Request for Confidential Treatment]. Such [Request for Confidential Treatment] and [Request for Confidential Treatment] are freely assignable and transferable by Seller and its assigns without the consent of any other person and neither mortgage loan interest has been assigned or pledged except as contemplated by this Agreement. Upon execution of this Agreement and transfer documents relating to the [Request for Confidential Treatment] and [Request for Confidential Treatment], Buyer shall have the good and indefeasible title to such mortgage loan interests and shall be the sole owner thereof. (h) Buyer further represents that it is the legal and beneficial owner of the legal and beneficial owner of the [Request for Confidential Treatment] and Deed of Trust and Promissory Note described in Section 2(i) and (ii) herein free and, clear of any adverse claim, lien or encumbrance, except for the loan participation interest owned by Seller in the loan described in Section 2(i) herein. The [Request for Confidential Treatment], Deed of Trust and Promissory Note described in Section 2(i) and (ii) herein are freely transferable and assignable by Buyer and its assigns without consent of any other person. Neither the loan participation interest, nor the Deed of Trust and Promissory Note described in Section 2(i) and (ii) herein have been assigned or pledged except as contemplated by this Agreement. Upon execution of this Agreement and the transfer documentation assigning such mortgage loan interests in accordance with the terms and conditions of this Agreement, Seller shall have good and indefeasible title to such mortgage loan interests described in Section 2(i) and (ii) and shall be the sole owner thereof.

Representations and Warranties by Each Party. Each Party party to this Settlement Agreement represents, warrants, and agrees as to itself as follows: (a) It is duly organized, validly existing, and (to the extent applicable) in good standing under the Law laws of the jurisdiction in which it is organized. It has the corporate, trust organizational or other power and authority (including contractual and/or regulatory authority to the extent applicable) necessary to execute, deliver, and perform its obligations under this Settlement Agreement, and to complete the transactions contemplated hereby, including with respect to any other entities, account-holders, or accounts for which or on behalf of which it is signing this Settlement Agreement, and the execution, delivery, and performance of this Settlement Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, trustorganizational, or other action. Assuming the due authorization, execution, and delivery of this Settlement Agreement by the other Partiesparties, this Settlement Agreement constitutes the legal, valid, and binding obligations of it, enforceable against it in accordance with its terms. (b) It has not relied upon any statement, representation, or promise of any other Party party (or of any representative or attorney of or for any other Partyparty), in executing this Settlement Agreement, or in connection with the Settlement, (i) except for the representations, warranties, covenants, and other obligations set forth in this Settlement Agreement, and (ii) except that Bank of America and Countrywide represent to the Trustee that neither Bank of America nor Countrywide had, as of the date it was provided, or has, as of the date of this Settlement Agreement, actual knowledge that any factual information provided to the Trustee, its counsel and its experts in connection with the negotiation of the Settlement concerning: (A) historical factual information concerning prior repurchase experience, (B) factual information concerning historical losses and historical delinquencies experienced by the Covered Trusts, (C) the financial statements of CFC and/or CHL, and (D) documents reflecting, or information concerning, corporate transactions involving the exchange of assets between CFC and its subsidiaries and BAC and its non-Countrywide subsidiaries that were taken subsequent to the merger of CFC and a BAC subsidiary, was materially false or materially inaccurate at the time the information or documents were provided (unless subsequently corrected), and acknowledge that the Trustee’s experts are relying on such information and documents. In addition, Bank of America and Countrywide represent to the Trustee that the information contained on the CD- ROM provided to the Trustee’s counsel and experts on June 3, 2011 contains business records of BAC HLS as kept on its computer systems in the ordinary course of its business. It is further acknowledged and understood that the Trustee has Buyer and Seller each have made its their own independent judgment concerning the reasonableness and advantageousness of the Settlement this Agreement and its terms. (c) It is not entering into this Settlement Agreement with the intent of hindering, delaying, or defrauding any of its respective current or future creditors. (d) It has made such investigation of the facts pertaining to this Settlement and this Settlement Agreement and of all the matters pertaining thereto as it deems necessary. (e) It has read this Settlement Agreement and understands the contents hereof, has consulted with counsel of its choice with respect to this Settlement Agreement, Agreement and has executed this Settlement Agreement voluntarily and without duress or undue influence on the part of or on behalf of any other Partyparty. (f) It has not heretofore assigned, transferred, or granted, or purported to assign, transfer, or grant, any of the claims, demands, or causes of action released or waived by this Settlement Agreement. (g) Seller further represents that it is the legal and beneficial owner of the ADM Participation Interest and SA Ministries Loan free and clear of any adverse claim, lien or encumbrance, except as otherwise provided for in the ADM Participation Interest or SA Ministries Loan. Such ADM Participation Interest and SA Ministries Loan are freely assignable and transferable by Seller and its assigns without the consent of any other person and neither mortgage loan interest has been assigned or pledged except as contemplated by this Agreement. Upon execution of this Agreement and transfer documents relating to the ADM Participation Interest and SA Ministries Loan, Buyer shall have the good and indefeasible title to such mortgage loan interests and shall be the sole owner thereof. (h) Buyer further represents that it is the legal and beneficial owner of the legal and beneficial owner of the Faith Builders loan participation interest and Deed of Trust and Promissory Note described in Section 2(i) and (ii) herein free and, clear of any adverse claim, lien or encumbrance, except for the loan participation interest owned by Seller in the loan described in Section 2(i) herein. The Faith Builders loan participation interest, Deed of Trust and Promissory Note described in Section 2(i) and (ii) herein are freely transferable and assignable by Buyer and its assigns without consent of any other person. Neither the loan participation interest, nor the Deed of Trust and Promissory Note described in Section 2(i) and (ii) herein have been assigned or pledged except as contemplated by this Agreement. Upon execution of this Agreement and the transfer documentation assigning such mortgage loan interests in accordance with the terms and conditions of this Agreement, Seller shall have good and indefeasible title to such mortgage loan interests described in Section 2(i) and (ii) and shall be the sole owner thereof.

Representations and Warranties by Each Party. Each Party represents and warrants to this Settlement Agreement represents, warrants, and agrees the other Party as to itself itself, that, as followsof the date hereof: (a) It it is duly organized, organized and validly existing, and (to the extent applicable) in good standing existing under the Law laws of the its jurisdiction in which it is organized. It of its organization and has the corporate, trust all requisite partnership or other limited liability power and authority to own its property and assets and conduct its business as presently conducted or proposed to be conducted under this Agreement; (including contractual and/or regulatory authority b) it has the partnership or limited liability company power and authority, as the case may be, to execute and deliver this Agreement, to consummate the extent applicable) necessary transactions contemplated hereby and to execute, deliver, and perform its obligations under this Settlement Agreement, and hereunder; (c) it has taken all necessary action to complete the transactions contemplated hereby, including with respect to any other entities, account-holders, or accounts for which or on behalf of which it is signing this Settlement Agreement, and the authorize its execution, delivery, delivery and performance of this Settlement Agreement and the completion of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate, trust, or other action. Assuming the due authorization, executionAgreement, and delivery of this Settlement Agreement by the other Parties, this Settlement Agreement constitutes the legal, valid, legal and binding obligations obligation of it, such Party enforceable against it in accordance with its terms.terms except as such enforcement may be limited by bankruptcy, insolvency, moratorium or similar laws affecting the rights of creditors or by general equitable principles (whether considered in a proceeding in equity or at law); (bd) It has not relied upon any statement, representation, no Government Approval is required for (i) the valid execution and delivery of this Agreement or promise (ii) the performance by such Party of any other Party (or of any representative or attorney of or for any other Party), in executing its obligations under this Settlement Agreement, except such as (A) have been duly obtained or made or (B) can reasonably be expected to be obtained or made when needed; (e) none of the execution or delivery of this Agreement, the performance by such Party of its obligations in connection with the Settlementtransactions contemplated hereby, or the fulfillment of the terms and conditions hereof shall: (i) except for the representationsconflict with or violate any provision of its organizational documents, warranties, covenants, and other obligations set forth in this Settlement Agreement, and (ii) except that Bank of America and Countrywide represent to the Trustee that neither Bank of America nor Countrywide hadconflict with, as of the date it was providedviolate or result in a breach of, any Applicable Law currently in effect, or has(iii) conflict with, as of the date of this Settlement Agreement, actual knowledge that any factual information provided to the Trustee, its counsel and its experts violate or result in connection with the negotiation of the Settlement concerning: (A) historical factual information concerning prior repurchase experience, (B) factual information concerning historical losses and historical delinquencies experienced by the Covered Trusts, (C) the financial statements of CFC and/or CHL, and (D) documents reflectinga breach of, or information concerning, corporate transactions involving the exchange of assets between CFC and its subsidiaries and BAC and its non-Countrywide subsidiaries that were taken subsequent to the merger of CFC and constitute a BAC subsidiary, was materially false default under or materially inaccurate at the time the information or documents were provided (unless subsequently corrected), and acknowledge that the Trustee’s experts are relying on such information and documents. In addition, Bank of America and Countrywide represent to the Trustee that the information contained on the CD- ROM provided to the Trustee’s counsel and experts on June 3, 2011 contains business records of BAC HLS as kept on its computer systems result in the ordinary course of its business. It imposition or creation of, any security under any agreement or instrument to which it is further acknowledged and understood that the Trustee has made its own independent judgment concerning the reasonableness and advantageousness of the Settlement and its terms. (c) It is not entering into this Settlement Agreement with the intent of hindering, delaying, a Party or defrauding by which it or any of its respective current properties or future creditors. (d) It has made such investigation of the facts pertaining to this Settlement and this Settlement Agreement and of all the matters pertaining thereto as it deems necessary. (e) It has read this Settlement Agreement and understands the contents hereof, has consulted with counsel of its choice with respect to this Settlement Agreement, and has executed this Settlement Agreement voluntarily and without duress or undue influence on the part of or on behalf of any other Party.assets are bound; (f) It no meeting has been convened for its dissolution or winding-up, no such step is intended by it and, so far as it is aware, no petition, application or the like is outstanding or threatened for its dissolution or winding-up; and (g) it is not heretofore assigneda party to any legal, transferredadministrative, arbitral or grantedother proceeding, investigation or purported controversy pending, or, to assignthe best knowledge of such Party, transferthreatened, or grant, any of the claims, demands, or causes of action released or waived by that would materially adversely affect such Party’s ability to perform its obligations under this Settlement Agreement.