Common use of REPRESENTATIONS AND WARRANTIES OF EACH SELLER Clause in Contracts

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. The Sellers hereby represent and warrant, jointly and severally, to the Purchaser as of the date of this Agreement and the Closing: (a) Each Seller has the requisite capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (b) The execution and delivery of this Agreement by each Seller and the sale and delivery of the Contract Shares hereunder have been duly authorized by all necessary actions on the part of such Seller and any necessary third party (including any consultation, approval or other action by or with any other person or governmental entity), and will not conflict with or result in a breach or violation of any of the terms or provisions of its certificate of incorporation or by laws (if it is a corporation) or equivalent constituent documents or result in the breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, nor will any such action result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property. (c) This Agreement has been duly executed and delivered by each Seller and constitutes a valid and binding obligation of such Seller, enforceable against the Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (d) Each Seller has record and beneficial ownership of and good and valid title to such Seller's Contract Shares, and such ownership and title are free and clear of all liens, pledges, charges, equities, claims or other encumbrances. (e) Upon each delivery of the Contract Shares hereunder and payment therefor pursuant hereto, good and valid title to such Contract Shares, free and clear of all liens, pledges, charges, equities, claims and encumbrances, will pass to the Purchasers. (f) Each Seller beneficially owns only those Common Shares identified as Contract Shares with respect to such Seller on Schedule A hereto, and such Seller does not hold or beneficially own any other securities of Central Bancorp other than such Contract Shares. (g) Each Seller is not participating with any other person, other than the other Sellers, in any "group", as such term is used in Rule 13D under the Exchange Act, with respect to any security of Purchaser. (h) There is not pending or, to Seller's knowledge, threatened against Seller any action, suit or proceeding at law or in equity before any court, tribunal, governmental body, agency or official or any arbitrator that might affect the legality, validity or enforceability against such Seller of this Agreement or such Seller's ability to perform such Seller's obligations hereunder. (i) No person or entity acting on behalf or under the authority of Seller is or will be entitled to any broker's, finder's, or similar fee or commission in connection with the transactions contemplated by this Agreement.

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. The Sellers Each Seller hereby represent represents and warrant, jointly and severally, warrants to the Purchaser other parties hereto as of the date of this Agreement and the ClosingClosing Date that: (a) Each Seller has been duly organized and is validly existing as a limited liability company or corporation in good standing under the requisite capacitylaws of Delaware or, if applicable, Florida, with full power and authority to enter into this Agreement own its assets and to consummate the transactions contemplated herebyconduct its business as presently being conducted. (b) The execution Each Seller has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by each such Seller and the sale and delivery consummation of the Contract Shares hereunder transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Seller and any necessary third party (including any consultation, approval or other action by or with any other person or governmental entity), and will not conflict with or result in a breach or violation of any of the terms or provisions of its certificate of incorporation or by laws (if it is a corporation) or equivalent constituent documents or result in the breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, nor will any such action result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its propertyvalidly authorized. (c) This Agreement has been duly executed and delivered by each Seller and constitutes a legal, valid and binding obligation of such Seller, enforceable against the such Seller in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general applicability relating to or affecting creditors' rights and to except as such enforceability may be limited by general principles of equity principles (regardless of whether enforcement is sought considered in a proceeding at law or in equity or at lawequity). (d) Each Seller has record None of the execution and beneficial ownership delivery of and good and valid title to this Agreement, the sale of the Mortgage Loans by such Seller's Contract Shares, the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, Certificate of Formation or operating agreements (or, if applicable, the certificate of incorporation or bylaws) or any legal restriction or any agreement or instrument to which such ownership and title are free and clear Seller is now a party or by which it is bound, or constitute a default or result in the violation of all liensany law, pledgesrule, chargesregulation, equitiesorder, claims judgment or other encumbrancesdecree to which such Seller or its property is subject, or impair the ability of the Trust to realize on the Mortgage Loans, or impair the value of the Mortgage Loans. (e) Upon each No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by a Seller of or compliance by such Seller with this Agreement or the sale of the Contract Shares hereunder and payment therefor pursuant heretoMortgage Loans as evidenced by the consummation of the transactions contemplated by this Agreement, good and valid title to or if required, such Contract Sharesconsent, free and clear of all liensapproval, pledges, charges, equities, claims and encumbrances, will pass authorization or order has been obtained prior to the Purchasersrelated Closing Date. (f) Each Seller beneficially owns only those Common Shares identified as Contract Shares with respect There is no action, suit, proceeding or investigation pending or to its knowledge threatened, against such Seller which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of such Seller, or in any material impairment of the right or ability of each Seller to carry on Schedule A heretoits business substantially as now conducted, and such or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or contemplated herein, or which would be likely to impair materially the ability of each Seller does not hold or beneficially own any other securities to perform under the terms of Central Bancorp other than such Contract Sharesthis Agreement. (g) Each The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by such Seller is pursuant to this Agreement are not participating with subject to the bulk transfer or any other person, other than the other Sellers, similar statutory provisions in effect in any "group", as such term is used in Rule 13D under the Exchange Act, with respect to any security of Purchaserapplicable jurisdiction. (h) There Such Seller is solvent and the sale of the Mortgage Loans will not cause each Seller to become insolvent. The sale of the Mortgage Loans is not pending orundertaken to hinder, to Seller's knowledge, threatened against Seller delay or defraud any action, suit or proceeding at law or in equity before any court, tribunal, governmental body, agency or official or any arbitrator that might affect the legality, validity or enforceability against such Seller of this Agreement or such Seller's ability to perform such Seller's obligations hereunder’s creditors. (i) No person The consideration received by such Seller upon the sale of the Mortgage Loans under this Agreement constitutes fair consideration and reasonably equivalent value for the Mortgage Loans. (j) The Mortgage Loans have been selected on such Closing Date from among the outstanding fixed and adjustable rate one- to four-family mortgage loans in such Seller’s portfolio at such Closing Date as to which the representations and warranties set forth in Schedule B could be made and such selection will not be made in a manner so as to affect adversely the interests of the Trust. (k) None of this Agreement, the information set forth in the Mortgage Loan Schedule attached hereto and the information contained in the related electronic data file delivered to the Master Servicer by such Seller, nor any statement, report or entity acting other document furnished or to be furnished by or on behalf of such Seller pursuant to this Agreement or under the authority of Seller is or will be entitled to any broker's, finder's, or similar fee or commission in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained therein not misleading. (l) Such Seller has determined that the disposition of the Mortgage Loans from Seller to Depositor pursuant to this Agreement will be afforded sale treatment for accounting purposes, all on a non-consolidated basis. (m) Such Seller has not dealt with any broker, investment banker, agent or other Person that may be entitled to any commission or compensation in the connection with the sale of the Mortgage Loans. (n) Neither such Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by this Agreementmeans of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act or which would render the disposition of any Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans. (o) The information about such Seller under the heading “The Trust—Assignment of Mortgage Loans” in the Prospectus relating to the Sellers does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading.

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. The Sellers Each Seller hereby represent represents and warrant, jointly and severally, warrants to the Purchaser other parties hereto as of the date of this Agreement and the ClosingClosing Date that: (a) Each Seller has been duly organized and is validly existing as a in good standing under the requisite capacitylaws of , with full power and authority to enter into this Agreement own its assets and to consummate the transactions contemplated herebyconduct its business as presently being conducted. (b) The execution Each Seller has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by each such Seller and the sale and delivery consummation of the Contract Shares hereunder transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Seller and any necessary third party (including any consultation, approval or other action by or with any other person or governmental entity), and will not conflict with or result in a breach or violation of any of the terms or provisions of its certificate of incorporation or by laws (if it is a corporation) or equivalent constituent documents or result in the breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, nor will any such action result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its propertyvalidly authorized. (c) This Agreement has been duly executed and delivered by each Seller and constitutes a legal, valid and binding obligation of such Seller, enforceable against the such Seller in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general applicability relating to or affecting creditors' rights and to except as such enforceability may be limited by general principles of equity principles (regardless of whether enforcement is sought considered in a proceeding at law or in equity or at lawequity). (d) Each Seller has record None of the execution and beneficial ownership delivery of and good and valid title to this Agreement, the sale of the Mortgage Loans by such Seller's Contract Shares, the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, certificate of formation or operating agreements or any legal restriction or any agreement or instrument to which such ownership and title are free and clear Seller is now a party or by which it is bound, or constitute a default or result in the violation of all liensany law, pledgesrule, chargesregulation, equitiesorder, claims judgment or other encumbrancesdecree to which such Seller or its property is subject, or impair the ability of the Trust to realize on the Mortgage Loans, or impair the value of the Mortgage Loans. (e) Upon each No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by a Seller of or compliance by such Seller with this Agreement or the sale of the Contract Shares hereunder and payment therefor pursuant heretoMortgage Loans as evidenced by the consummation of the transactions contemplated by this Agreement, good and valid title to or if required, such Contract Sharesconsent, free and clear of all liensapproval, pledges, charges, equities, claims and encumbrances, will pass authorization or order has been obtained prior to the Purchasersrelated Closing Date. (f) Each Seller beneficially owns only those Common Shares identified as Contract Shares with respect There is no action, suit, proceeding or investigation pending or to its knowledge threatened, against such Seller which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of such Seller, or in any material impairment of the right or ability of each Seller to carry on Schedule A heretoits business substantially as now conducted, and such or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or contemplated herein, or which would be likely to impair materially the ability of each Seller does not hold or beneficially own any other securities to perform under the terms of Central Bancorp other than such Contract Sharesthis Agreement. (g) Each The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by such Seller is pursuant to this Agreement are not participating with subject to the bulk transfer or any other person, other than the other Sellers, similar statutory provisions in effect in any "group", as such term is used in Rule 13D under the Exchange Act, with respect to any security of Purchaserapplicable jurisdiction. (h) There Such Seller is solvent and the sale of the Mortgage Loans will not cause such Seller to become insolvent. The sale of the Mortgage Loans is not pending orundertaken to hinder, to Seller's knowledge, threatened against Seller delay or defraud any action, suit or proceeding at law or in equity before any court, tribunal, governmental body, agency or official or any arbitrator that might affect the legality, validity or enforceability against such Seller of this Agreement or such Seller's ability to perform such Seller's obligations hereunder’s creditors. (i) No person The consideration received by such Seller upon the sale of the Mortgage Loans under this Agreement constitutes fair consideration and reasonably equivalent value for the Mortgage Loans. (j) The Mortgage Loans have been selected on such Closing Date from among the outstanding fixed and adjustable rate one- to four-family mortgage loans in such Seller’s portfolio at such Closing Date as to which the representations and warranties set forth in Schedule III could be made and such selection will not be made in a manner so as to affect adversely the interests of the Trust. (k) None of this Agreement, the information set forth in the Mortgage Loan Schedule attached hereto and the information contained in the related electronic data file delivered to the Trustee by such Seller, nor any statement, report or entity acting other document furnished or to be furnished by or on behalf of such Seller pursuant to this Agreement or under the authority of Seller is or will be entitled to any broker's, finder's, or similar fee or commission in connection with the transactions contemplated by hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained therein not misleading. (l) Such Seller has determined that the disposition of the Mortgage Loans from Seller to Depositor pursuant to this AgreementAgreement will be afforded sale treatment for accounting purposes, all on a non-consolidated basis. (m) Such Seller has not dealt with any broker, investment banker, agent or other Person that may be entitled to any commission or compensation in the connection with the sale of the Mortgage Loans. (n) The information about such Seller under the heading [“The Trust—Assignment of Mortgage Loans”] in the Prospectus relating to the Sellers does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading.

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. The Sellers Each Seller hereby represent represents and warrant, jointly and severally, warrants to the Purchaser other parties hereto as of the date of this Agreement and the ClosingClosing Date that: (a) Each Seller has been duly organized and is validly existing as a in good standing under the requisite capacitylaws of , with full power and authority to enter into this Agreement own its assets and to consummate the transactions contemplated herebyconduct its business as presently being conducted. (b) The execution Each Seller has the full power and authority to execute and deliver this Agreement and to perform its obligations hereunder, and the execution, delivery and performance of this Agreement (including all instruments of transfer to be delivered pursuant to this Agreement) by each such Seller and the sale and delivery consummation of the Contract Shares hereunder transactions contemplated hereby have been duly authorized by all necessary actions on the part of such Seller and any necessary third party (including any consultation, approval or other action by or with any other person or governmental entity), and will not conflict with or result in a breach or violation of any of the terms or provisions of its certificate of incorporation or by laws (if it is a corporation) or equivalent constituent documents or result in the breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, nor will any such action result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its propertyvalidly authorized. (c) This Agreement has been duly executed and delivered by each Seller and constitutes a legal, valid and binding obligation of such Seller, enforceable against the such Seller in accordance with its terms, subject to except as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and or other similar laws now or hereafter in effect affecting the enforcement of creditors’ rights in general applicability relating to or affecting creditors' rights and to except as such enforceability may be limited by general principles of equity principles (regardless of whether enforcement is sought considered in a proceeding at law or in equity or at lawequity). (d) Each Seller has record None of the execution and beneficial ownership delivery of and good and valid title to this Agreement, the sale of the Mortgage Loans by such Seller's Contract Shares, the transactions contemplated hereby, or the fulfillment of or compliance with the terms and conditions of this Agreement will conflict with or result in a breach of any of the terms, Certificate of Formation or operating agreements (or, if applicable, the certificate of incorporation or bylaws) or any legal restriction or any agreement or instrument to which such ownership and title are free and clear Seller is now a party or by which it is bound, or constitute a default or result in the violation of all liensany law, pledgesrule, chargesregulation, equitiesorder, claims judgment or other encumbrancesdecree to which such Seller or its property is subject, or impair the ability of the Trust to realize on the Mortgage Loans, or impair the value of the Mortgage Loans. (e) Upon each No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by a Seller of or compliance by such Seller with this Agreement or the sale of the Contract Shares hereunder and payment therefor pursuant heretoMortgage Loans as evidenced by the consummation of the transactions contemplated by this Agreement, good and valid title to or if required, such Contract Sharesconsent, free and clear of all liensapproval, pledges, charges, equities, claims and encumbrances, will pass authorization or order has been obtained prior to the Purchasersrelated Closing Date. (f) Each Seller beneficially owns only those Common Shares identified as Contract Shares with respect There is no action, suit, proceeding or investigation pending or to its knowledge threatened, against such Seller which, either individually or in the aggregate, may result in any material adverse change in the business, operations, financial condition, properties or assets of such Seller, or in any material impairment of the right or ability of each Seller to carry on Schedule A heretoits business substantially as now conducted, and such or which would draw into question the validity of this Agreement or the Mortgage Loans or of any action taken or contemplated herein, or which would be likely to impair materially the ability of each Seller does not hold or beneficially own any other securities to perform under the terms of Central Bancorp other than such Contract Sharesthis Agreement. (g) Each The transfer, assignment and conveyance of the Mortgage Notes and the Mortgages by such Seller is pursuant to this Agreement are not participating with subject to the bulk transfer or any other person, other than the other Sellers, similar statutory provisions in effect in any "group", as such term is used in Rule 13D under the Exchange Act, with respect to any security of Purchaserapplicable jurisdiction. (h) There Such Seller is solvent and the sale of the Mortgage Loans will not cause each Seller to become insolvent. The sale of the Mortgage Loans is not pending orundertaken to hinder, to Seller's knowledge, threatened against Seller delay or defraud any action, suit or proceeding at law or in equity before any court, tribunal, governmental body, agency or official or any arbitrator that might affect the legality, validity or enforceability against such Seller of this Agreement or such Seller's ability to perform such Seller's obligations hereunder’s creditors. (i) No person The consideration received by such Seller upon the sale of the Mortgage Loans under this Agreement constitutes fair consideration and reasonably equivalent value for the Mortgage Loans. (j) The Mortgage Loans have been selected on such Closing Date from among the outstanding fixed and adjustable rate one- to four-family mortgage loans in such Seller’s portfolio at such Closing Date as to which the representations and warranties set forth in Schedule B could be made and such selection will not be made in a manner so as to affect adversely the interests of the Trust. (k) None of this Agreement, the information set forth in the Mortgage Loan Schedule attached hereto and the information contained in the related electronic data file delivered to the Master Servicer by such Seller, nor any statement, report or entity acting other document furnished or to be furnished by or on behalf of such Seller pursuant to this Agreement or under the authority of Seller is or will be entitled to any broker's, finder's, or similar fee or commission in connection with the transactions contemplated hereby contains any untrue statement of material fact or omits to state a material fact necessary to make the statements contained therein not misleading. (l) Such Seller has determined that the disposition of the Mortgage Loans from Seller to Depositor pursuant to this Agreement will be afforded sale treatment for accounting purposes, all on a non-consolidated basis. (m) Such Seller has not dealt with any broker, investment banker, agent or other Person that may be entitled to any commission or compensation in the connection with the sale of the Mortgage Loans. (n) Neither such Seller nor anyone acting on its behalf has offered, transferred, pledged, sold or otherwise disposed of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security to, or solicited any offer to buy or accept a transfer, pledge or other disposition of any Mortgage Loans, any interest in any Mortgage Loans or any other similar security from, or otherwise approached or negotiated with respect to any Mortgage Loans, any interest in any Mortgage Loans or any other similar security with, any person in any manner, or made any general solicitation by this Agreementmeans of general advertising or in any other manner, or taken any other action which would constitute a distribution of the Mortgage Loans under the Securities Act or which would render the disposition of any Mortgage Loans a violation of Section 5 of the Securities Act or require registration pursuant thereto, nor will it act, nor has it authorized or will it authorize any person to act, in such manner with respect to the Mortgage Loans. (o) The information about such Seller under the heading “The Trust—Assignment of Mortgage Loans” in the Prospectus relating to the Sellers does not include an untrue statement of a material fact and does not omit to state a material fact, with respect to the statements made, necessary in order to make the statements in light of the circumstances under which they were made not misleading.

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. The --------------------------------------------- Sellers hereby represent and warrant, jointly and severally, to the Purchaser as of the date of this Agreement Agreement, the Closing and the ClosingSecond Closing as follows: (a1) Each Seller, in the case of M-A Investors, M-A Partners and SEI, is duly organized and is validly existing under the laws of South Carolina. (2) Seller has the requisite capacity, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. (b3) The execution and delivery of this Agreement by each Seller and the sale and delivery of the Contract Shares hereunder have been duly authorized by all necessary actions on the part of such Seller and any necessary third party (including any consultation, approval or other action by or with any other person or governmental entity), and will not conflict with or result in a breach or violation of any of the terms or provisions of its certificate of incorporation or by by-laws (if it is a corporation) or equivalent constituent documents or result in the breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument to which it is a party or by which it is bound or to which any of its properties or assets is subject, nor will any such action result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property. (c4) This Agreement has been duly executed and delivered by each Seller and constitutes a valid and binding obligation of such Seller, enforceable against the Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (d5) Each Such Seller has record and beneficial ownership of and good and valid title to such Seller's Contract Shares, and except in connection with a margin loan that will be repaid with the proceeds from the sale of the Closing Contract Shares at the Closing and the sale of the Second Closing Contract Shares at the Second Closing, such ownership and title are free and clear of all liens, pledges, charges, equities, claims or other encumbrances. (e6) Upon each delivery of the Closing Contract Shares and Second Closing Contract Shares hereunder and payment therefor pursuant hereto, good and valid title to such Closing Contract Shares and Second Closing Contract Shares, as the case may be, free and clear of all liens, pledges, charges, equities, claims and encumbrances, will pass to the PurchasersPurchaser. (f7) Each Such Seller beneficially owns only those Common Shares identified as Contract Shares with respect to such Seller on Schedule A ---------- hereto, and such Seller does not hold or beneficially own any holds no other securities of Central Bancorp Purchaser other than such Contract Shares. (g) Each 8) Seller is not participating with any other person, other than the other Sellers, in any "group", as such term is used in Rule 13D under the Exchange Act, with respect to any security of Purchaser. (h9) There is not pending or, to Seller's knowledge, threatened against Seller any action, suit or proceeding at law or in equity before any court, tribunal, governmental body, agency or official or any arbitrator that might affect the legality, validity or enforceability against such Seller of this Agreement or such Seller's ability to perform such Seller's obligations hereunder. (i10) No person or entity acting on behalf or under the authority of Seller is or will be entitled to any broker's, finder's, or similar fee or commission in connection with the transactions contemplated by this Agreement, except for such fees or commissions as shall be paid by the Sellers.

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. The Sellers hereby represent Each Seller represents and warrantwarrants, jointly and severally, to the Purchaser as of the date of this Agreement hereof and the Closingdate of each transfer of Receivable Assets hereunder, as follows: (a) Each Such Seller (i) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, has the requisite capacity, power and authority under its Constituent Documents and applicable law to enter into this Agreement own its property and assets and to consummate carry on its business as now conducted, except where the transactions contemplated herebyfailure of a Seller organized outside of the United States to be so duly organized, validly existing or in good standing has not had, or could not reasonably be expected to have, a Material Adverse Effect and (ii) is duly qualified and is in good standing and is authorized to do business in every jurisdiction where such qualification or authorization is required. (b) The execution Such Seller has the power and delivery authority under its Constituent Documents and applicable law to execute, deliver and carry out the provisions of this Agreement by each Seller and the Transaction Documents to which it is a party, including the sale and delivery or contribution, as applicable, of the Contract Shares hereunder Receivable Assets of such Seller to the Buyer, and all such actions have been duly and validly authorized by all necessary actions proceedings on its part under its Constituent Documents and applicable law. (c) The execution, delivery and performance by such Seller of the part Transaction Documents to which it is a party, and the transactions contemplated hereby and thereby, do not (i) violate (x) any provision of its Constituent Documents and/or scope of power and authority or any applicable law, rule, regulation (including Regulation U or X) or order, writ, judgment, injunction, decree, determination or award of any Governmental Authority binding upon it, (ii) result in a breach of or constitute (alone or with notice or lapse of time or both) a material default under any indenture or any material agreement or other instrument to which it is a party, or by which it or any of its properties or assets are bound, or (iii) except for any Liens created by this Agreement and the Receivables Purchase Agreement, result in or require the creation or imposition of any Lien upon any of its properties or assets. (d) This Agreement is, and the other Transaction Documents to which such Seller is or will be a party when delivered will be, the legal, valid and binding obligations of such Seller enforceable against such Seller in accordance with their respective terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general application from time to time affecting the rights of creditors generally and any necessary third party by general principles of equity, including implied obligations of good faith and fair dealing. (including any consultation, e) No authorization or approval or other action by or with any other person or governmental entity)by, and no notice to or filing with, any Governmental Authority is or will not conflict be required in connection with or result in a breach or violation the due execution, delivery and performance by such Seller of any of the terms or provisions of its certificate of incorporation or by laws (if it is a corporation) or equivalent constituent documents or result in the breach or violation of any of the terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or any other agreement or instrument Transaction Document to which it is a party or any transaction contemplated hereby or thereby or the perfection of or exercise by which it is bound the Buyer, the Agent or to which any Purchaser of its properties rights and remedies under the Transaction Documents, except for the filings of the financing statements referred to in Article III of the Receivables Purchase Agreement and except for any which have been made or assets is subjectany the failure to obtain, nor will any such action give, file or take could not reasonably be expected to result in any violation of the provisions of any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over it or its property. (c) This Agreement has been duly executed and delivered by each Seller and constitutes a valid and binding obligation of such Seller, enforceable against the Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (d) Each Seller has record and beneficial ownership of and good and valid title to such Seller's Contract Shares, and such ownership and title are free and clear of all liens, pledges, charges, equities, claims or other encumbrances. (e) Upon each delivery of the Contract Shares hereunder and payment therefor pursuant hereto, good and valid title to such Contract Shares, free and clear of all liens, pledges, charges, equities, claims and encumbrances, will pass to the PurchasersMaterial Adverse Effect. (f) Each Seller beneficially owns only those Common Shares identified as Contract Shares with respect to such Seller on Schedule A hereto, and such Seller does not hold or beneficially own any other securities of Central Bancorp other than such Contract Shares. (g) Each Seller is not participating with any other person, other than the other Sellers, in any "group", as such term is used in Rule 13D under the Exchange Act, with respect to any security of Purchaser. (h) There is not pending or, to Seller's knowledge, threatened against Seller any no action, suit suit, investigation, litigation or proceeding at law or in equity or by or before any courtGovernmental Authority now pending or, tribunalto its knowledge, governmental body, agency threatened against or official affecting such Seller or any arbitrator of its Subsidiaries or the businesses, assets or rights of such Seller or any of its Subsidiaries (i) as to which there is a reasonable possibility of an adverse determination and which, if adversely determined, could, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect or (ii) that might affect in any manner draws into question the legality, validity or enforceability against of any Transaction Document. (g) (i) Immediately prior to each sale, transfer and/or assignment by such Seller of this Agreement or any Receivable Assets hereunder, such Seller's ability to perform such Seller's obligations hereunder. (i) No person or entity acting on behalf or under the authority of Seller is or will be entitled to the legal and beneficial owner of such Receivable Assets, free and clear of any broker's, finder's, or similar fee or commission in connection with the transactions contemplated by this AgreementLien (other than Permitted Liens).

REPRESENTATIONS AND WARRANTIES OF EACH SELLER. The Sellers hereby represent Each Seller represents and warrantwarrants to, jointly and severallycovenants with, to the Purchaser as of the date hereof, and as of this Agreement the date the purchase and sale of the ClosingPurchased Shares is completed, that: (a) Each Such Seller is an entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, has the requisite capacityright, power and authority authority, and has taken all actions necessary to enter into execute, deliver and perform its obligations under this Agreement. This Agreement has been duly executed and delivered by such Seller and (assuming the due authorization, execution and delivery hereof by Purchaser) is a valid and binding obligation of such Seller, enforceable against it in accordance with its terms, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to consummate the transactions contemplated hereby. (b) general equity principles. The execution and delivery of this Agreement Agreement, the compliance by each such Seller with all the provisions of, and the sale performance by such Seller of its obligations under, this Agreement and delivery the consummation of the Contract Shares hereunder have been duly authorized by all necessary actions on the part of such Seller and any necessary third party (including any consultation, approval or other action by or with any other person or governmental entity), and transactions contemplated in this Agreement will not conflict with or result in a breach or violation of any of the terms or provisions of its certificate of incorporation or by laws (if it is a corporation) or equivalent constituent documents or result in the breach or violation of any of the terms or provisions of, or constitute a default under, (i) the constitutive documents of such Seller, (ii) any indenturematerial instrument, mortgage, deed of trust, loan agreement contract or any other agreement or instrument to which it is a party such Seller or by which it is bound such Seller or to which any of its material properties or assets is or the Purchased Shares may be bound or subject, nor will any such action result in any each case, the breach or violation of which or default under which would be reasonably expected to have a material adverse effect on the provisions ability of such Seller to comply with its obligations hereunder, or (iii) any law, statute or any order, rule rule, regulation, order, writ, injunction, determination, award, judgment or regulation decree of any court or governmental agency or body having jurisdiction over it such Seller or its property.the applicable Purchased Shares, or any stock exchange authority or self-regulatory organization (each, a “Governmental Authority”); and no consent, approval, authorization, order, registration, clearance, or qualification or notification is required for the sale and delivery of the Purchased Shares by such Seller under this Agreement; (b) The offer and sale of the Purchased Shares by such Seller hereunder is exempt from the registration requirements of any applicable state or federal securities laws and the Purchased Shares were purchased by the Seller in one or more public sale transactions; (c) This Agreement Such Seller has been duly executed and delivered by each Seller and constitutes a will indefeasibly transfer to Purchaser valid and binding obligation of such Seller, enforceable against the Seller in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (regardless of whether enforcement is sought in a proceeding in equity or at law). (d) Each Seller has record and beneficial ownership of and good and valid marketable title to such Seller's Contract Shares, and such ownership and title are free and clear of all liens, pledges, charges, equities, claims or other encumbrances. (e) Upon each delivery of the Contract Shares hereunder and payment therefor pursuant hereto, good and valid title to such Contract Purchased Shares, free and clear of all any liens, pledgesclaims or encumbrances of any kind (unless created by Purchaser) (together, chargesthe “Lien”). Other than as contemplated by this Agreement, equitiessuch Seller shall not sell, claims assign, or otherwise transfer all or any portion of its right, title and encumbrances, will pass interest in and to the Purchasers.Purchased Shares, or create, incur, assume or permit to exist any Lien on the Purchased Shares; (d) Such Seller (i) is a sophisticated seller with respect to the sale of the Purchased Shares, (ii) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the sale of the Purchased Shares, and (iii) has independently and without reliance upon Purchaser, and based on such information as such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement and sell the Purchased Shares; (e) Such Seller is not an “affiliate” of the Company (as such term is defined in Rule 144 of the Securities Act; and (f) Each Such Seller beneficially owns only those Common Shares identified as Contract Shares with respect to such Seller on Schedule A heretoacknowledges that neither the Purchaser nor any of their respective members, and such Seller does not hold officers, directors, employees, agents or beneficially own affiliates has made any other securities of Central Bancorp other than such Contract representation or warranty, express or implied, regarding the Company or the Purchased Shares. (g) Each Seller is not participating with any other person, other than the other Sellers, in any "group", as such term is used in Rule 13D under the Exchange Act, with respect to any security of Purchaserrepresentations and warranties set forth herein. (h) There is not pending or, to Seller's knowledge, threatened against Seller any action, suit or proceeding at law or in equity before any court, tribunal, governmental body, agency or official or any arbitrator that might affect the legality, validity or enforceability against such Seller of this Agreement or such Seller's ability to perform such Seller's obligations hereunder. (i) No person or entity acting on behalf or under the authority of Seller is or will be entitled to any broker's, finder's, or similar fee or commission in connection with the transactions contemplated by this Agreement.