Common use of Representations, Warranties and Covenants of the Sellers Clause in Contracts

Representations, Warranties and Covenants of the Sellers. (a) Each Seller hereby represents and warrants to and covenants with the Purchaser, as of the date hereof, that: (i) Such Seller is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware and possesses all requisite authority, power, licenses, permits and franchises to carry on its business as currently conducted by it and to execute, deliver and comply with its obligations under the terms of this Agreement; (ii) This Agreement has been duly and validly authorized, executed and delivered by such Seller and, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights in general, as they may be applied in the context of the insolvency of a national banking association, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law), and by public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from liabilities under applicable securities laws; (iii) The execution and delivery of this Agreement by such Seller and the Sellers' performance and compliance with the terms of this Agreement will not (A) violate such Seller's articles of association or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the breach of, any material contract, agreement or other instrument to which such Seller is a party or by which such Seller is bound; (iv) Such Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency or body, which default might have consequences that would, in such Seller's reasonable and good faith judgment, materially and adversely affect the condition (financial or other) or operations of such Seller or its properties or have consequences that would materially and adversely affect its performance hereunder; (v) Such Seller is not a party to or bound by any agreement or instrument or subject to any articles of association, bylaws or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that would, in such Seller's reasonable and good faith judgment, materially and adversely affect the ability of such Seller to perform its obligations under this Agreement or that requires the consent of any third person to the execution of this Agreement or the performance by such Seller of its obligations under this Agreement (except to the extent such consent has been obtained); (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by such Seller of or compliance by such Seller with this Agreement or the consummation of the transactions contemplated by this Agreement except as have previously been obtained, and no bulk sale law applies to such transactions; (vii) No litigation is pending or, to such Seller's knowledge, threatened against such Seller that would, in such Seller's good faith and reasonable judgment, prohibit its entering into this Agreement or materially and adversely affect the performance by such Seller of its obligations under this Agreement; and (viii) Under generally accepted accounting principles ("GAAP") and for federal income tax purposes, such Seller will report the transfer of the Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the Purchaser in exchange for consideration consisting of a cash amount equal to the Purchase Price. The consideration received by such Seller upon the sale of the Mortgage Loans to the Purchaser will constitute reasonably equivalent value at least equal to the fair market value of the Mortgage Loans. Such Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, the sale of the Mortgage Loans to the Purchaser. Such Seller is not selling the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud any of the creditors of such Seller. (b) Each Seller hereby makes the representations and warranties contained in Schedule I or Schedule II hereto for the benefit of the Purchaser and the Trustee for the benefit of the Certificateholders as of the Closing Date, with respect to (and solely with respect to) each Mortgage Loan. (c) If either Seller discovers or receives written notice of a Document Defect or a Breach pursuant to Section 2.03(a) of the Pooling and Servicing Agreement relating to a Mortgage Loan, then such Seller shall not later than 90 days from receipt of such notice (or, in the case of a Document Defect or Breach relating to a Mortgage Loan not being a "qualified mortgage" within the meaning of the REMIC Provisions (a "Qualified Mortgage"), not later than 90 days from any party to the Pooling and Servicing Agreement discovering such Document Defect or Breach provided such Seller receives such notice in a timely manner), if such Document Defect or Breach shall materially and adversely affect the value of the related Mortgage Loan or the interest of the Certificateholders therein, cure such Document Defect or Breach, as the case may be, in all material respects, which shall include payment of losses and any Additional Trust Fund Expenses associated therewith or, if such Document Defect or Breach (other than omissions solely due to a document not having been returned by the related recording office) cannot be cured within such 90-day period, (i) repurchase the affected Mortgage Loan at the applicable Purchase Price not later than the end of such 90-day period or (ii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan not later than the end of such 90-day period (and in no event later than the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Certificate Account, any Substitution Shortfall Amount in connection therewith; provided, however, that unless the breach would cause the Mortgage Loan not to be a Qualified Mortgage, and if such Document Defect or Breach is capable of being cured but not within such 90-day period and such Seller has commenced and is diligently proceeding with the cure of such Document Defect or Breach within such 90-day period, such Seller shall have an additional 90 days to complete such cure (or, failing such cure, to repurchase or substitute the related Mortgage Loan); and provided, further, that with respect to such additional 90-day period such Seller shall have delivered an Officer's Certificate to the Trustee setting forth the reason such Document Defect or Breach is not capable of being cured within the initial 90-day period and what actions such Seller is pursuing in connection with the cure thereof and stating that such Seller anticipates that such Document Defect or Breach will be cured within the additional 90-day period; and provided; further, that no Document Defect (other than with respect to a Mortgage Note, Mortgage, title insurance policy, Ground Lease or any letter of credit) shall be considered to materially and adversely affect the interests of the Certificateholders or the value of the related Mortgage Loan unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the mortgagee's rights or remedies under the related Mortgage Loan, defending any claim asserted by any borrower or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien or any collateral securing the Mortgage Loan or for any immediate servicing obligations. A Document Defect or Breach as to a Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Mortgage Loans (each a "Crossed Loan") that materially and adversely affects the value of such other Mortgage Loans, and is not cured as provided for above, shall require the repurchase or substitution of all such cross-collateralized and cross-defaulted Mortgage Loans which are materially and adversely affected by such Document Defect or Breach; provided, that if any Crossed Loan is not so repurchased or substituted, then such Crossed Loan shall be released from its cross-collateralization and cross-default provision so long as such Crossed Loan is held in the Trust Fund; provided, further, that the borrower under such Mortgage Loan is an intended third party beneficiary of this provision, which shall not be modified without such borrower's consent. For a period of two years from the Closing Date, so long as there remains any Mortgage File relating to a Mortgage Loan as to which there is any uncured Document Defect or Breach, such Seller shall provide the Officer's Certificate to the Trustee described above as to the reasons such Document Defect or Breach remains uncured and as to the actions being taken to pursue cure; provided, however, that, without limiting the effect of the foregoing provisions of this Section 3(c), if such Document Defect or Breach shall materially and adversely affect the value of such Mortgage Loan or the interests of the holders of the Certificates therein (subject to the last proviso in the immediately preceding sentence), such Seller shall in all cases on or prior to the second anniversary of the Closing Date either cause such Document Defect or Breach to be cured or repurchase or substitute for the affected Mortgage Loan. Notwithstanding the foregoing, the delivery of a commitment to issue a policy of lender's title insurance as described in clause 12 of Schedule I hereof in lieu of the delivery of the actual policy of lender's title insurance shall not be considered a Document Defect or Breach with respect to any Mortgage File if such actual policy of insurance is delivered to the Trustee or a Custodian on its behalf not later than the 90th day following the Closing Date. (d) In connection with any permitted repurchase or substitution of one or more Mortgage Loans contemplated hereby, upon receipt of a certificate from a Servicing Officer certifying as to the receipt of the Purchase Price or Substitution Shortfall Amount(s), as applicable, in the Certificate Account, and the delivery of the Mortgage File(s) and the Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to the Custodian and the Master Servicer, respectively, if applicable (i) the Trustee shall execute and deliver such endorsements and assignments as are provided to it by the Master Servicer, in each case without recourse, representation or warranty, as shall be necessary to vest in such Seller, the legal and beneficial ownership of each repurchased Mortgage Loan or substituted Mortgage Loan, as applicable, and (ii) the Trustee, the Custodian, the Master Servicer and the Special Servicer shall each tender to such Seller, upon delivery to each of them of a receipt executed by such Seller, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by it. (e) Without limiting the remedies of the Purchaser, the Certificateholders or the Trustee on behalf of the Certificateholders pursuant to this Agreement, it is acknowledged that the representations and warranties are being made for risk allocation purposes. This Section 3 provides the sole remedy available to the Certificateholders, or the Trustee on behalf of the Certificateholders, respecting any Document Defect in a Mortgage File or any Breach of any representation or warranty set forth in or required to be made pursuant to Section 3 of this Agreement.

Representations, Warranties and Covenants of the Sellers. (a) Each Seller hereby represents represents, warrants and warrants to and covenants agrees with the Purchaser, Company as of the date hereof, thatfollows: (ia) Such Seller is a corporation duly organized and validly existing and in good standing under the laws of its jurisdiction of organization and has full legal right, power and authority to enter into this Agreement and to consummate the State transactions provided for herein. (b) The execution, delivery and performance by such Seller of Delaware and possesses this Agreement have been duly authorized by all requisite authorityaction of such Seller. This Agreement, power, licenses, permits and franchises to carry on its business as currently conducted by it and to execute, deliver and comply with its obligations under the terms of this Agreement; (ii) This Agreement has been duly and validly authorized, when executed and delivered by such Seller andthe parties, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes will be a legal, valid and binding obligation agreement of such Seller, enforceable against such Seller in accordance with its terms, except as such the enforcement hereof may be limited by bankruptcy, insolvency, reorganization, moratorium and or other similar laws relating to or affecting the enforcement rights and remedies of creditors' creditors or by general equitable principles. (c) Such Seller is, and at the Closing will be, the sole legal owner of and, will hold valid marketable title to, the Shares, free and clear of any Lien, and such Seller has not granted any rights in general, as they may be applied to or interest in the context of Shares to any other person or entity. Such Seller further agrees not to sell, transfer, pledge or encumber the insolvency of a national banking associationShares or suffer any lien, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity security interest, claim or at law), and by public policy considerations underlying the securities laws, equitable or legal interest to attach to the extent that such public policy considerations limit Shares other than pursuant to this Agreement. (d) All consents, approvals, authorizations and orders required for the enforceability of the provisions execution and delivery of this Agreement which purport to provide indemnification from liabilities and the transfer of the Shares under applicable securities laws; (iii) The this Agreement by such Seller have been obtained and are in full force and effect, and the execution and delivery of this Agreement by such Seller and the Sellers' performance and compliance with transfer of the terms of Shares under this Agreement will by such Seller do not require (Aexcept for filings pursuant to Section 16 or Regulation 13D under the Exchange Act) violate any filings with any governmental authority or court, or body or arbitrator having jurisdiction over such Seller's articles of association , except, in each case, as have already been made, obtained or bylawswaived or where the failure to obtain any such consent, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a material default (or an event whichapproval, with notice or lapse of timeauthorization, or both, would constitute a material default) under, or result in the breach of, any material contract, agreement or other instrument to which such Seller is a party or by which such Seller is bound; (iv) Such Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency or body, which default might have consequences that would, in such Seller's reasonable and good faith judgment, materially and adversely affect the condition (financial or other) or operations of such Seller or its properties or have consequences that filing would materially and adversely affect its performance hereunder; (v) Such Seller is not a party to or bound by any agreement or instrument or subject to any articles of association, bylaws or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that would, in such Seller's reasonable and good faith judgment, materially and adversely affect impair the ability of such Seller to perform its obligations under this Agreement purchase the Shares or that requires the consent of any third person to the execution of this Agreement or the performance by such Seller of its obligations under this Agreement (except to the extent such consent has been obtained); (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for the execution, delivery and performance by such Seller of or compliance by such Seller with this Agreement or the consummation of consummate the transactions contemplated by this Agreement except as have previously been obtained, and no bulk sale law applies to such transactions; (vii) No litigation is pending or, to such Seller's knowledge, threatened against such Seller that would, in such Seller's good faith and reasonable judgment, prohibit its entering into this Agreement or materially and adversely affect the performance by such Seller of its obligations under this Agreement; and (viii) Under generally accepted accounting principles ("GAAP") and for federal income tax purposes, such Seller will report the transfer of the Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the Purchaser in exchange for consideration consisting of a cash amount equal to the Purchase Price. The consideration received by such Seller upon the sale of the Mortgage Loans to the Purchaser will constitute reasonably equivalent value at least equal to the fair market value of the Mortgage Loans. Such Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, the sale of the Mortgage Loans to the Purchaser. Such Seller is not selling the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud any of the creditors of such Seller. (b) Each Seller hereby makes the representations and warranties contained in Schedule I or Schedule II hereto for the benefit of the Purchaser and the Trustee for the benefit of the Certificateholders as of the Closing Date, with respect to (and solely with respect to) each Mortgage Loan. (c) If either Seller discovers or receives written notice of a Document Defect or a Breach pursuant to Section 2.03(a) of the Pooling and Servicing Agreement relating to a Mortgage Loan, then such Seller shall not later than 90 days from receipt of such notice (or, in the case of a Document Defect or Breach relating to a Mortgage Loan not being a "qualified mortgage" within the meaning of the REMIC Provisions (a "Qualified Mortgage"), not later than 90 days from any party to the Pooling and Servicing Agreement discovering such Document Defect or Breach provided such Seller receives such notice in a timely manner), if such Document Defect or Breach shall materially and adversely affect the value of the related Mortgage Loan or the interest of the Certificateholders therein, cure such Document Defect or Breach, as the case may be, in all material respects, which shall include payment of losses and any Additional Trust Fund Expenses associated therewith or, if such Document Defect or Breach (other than omissions solely due to a document not having been returned by the related recording office) cannot be cured within such 90-day period, (i) repurchase the affected Mortgage Loan at the applicable Purchase Price not later than the end of such 90-day period or (ii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan not later than the end of such 90-day period (and in no event later than the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Certificate Account, any Substitution Shortfall Amount in connection therewith; provided, however, that unless the breach would cause the Mortgage Loan not to be a Qualified Mortgage, and if such Document Defect or Breach is capable of being cured but not within such 90-day period and such Seller has commenced and is diligently proceeding with the cure of such Document Defect or Breach within such 90-day period, such Seller shall have an additional 90 days to complete such cure (or, failing such cure, to repurchase or substitute the related Mortgage Loan); and provided, further, that with respect to such additional 90-day period such Seller shall have delivered an Officer's Certificate to the Trustee setting forth the reason such Document Defect or Breach is not capable of being cured within the initial 90-day period and what actions such Seller is pursuing in connection with the cure thereof and stating that such Seller anticipates that such Document Defect or Breach will be cured within the additional 90-day period; and provided; further, that no Document Defect (other than with respect to a Mortgage Note, Mortgage, title insurance policy, Ground Lease or any letter of credit) shall be considered to materially and adversely affect the interests of the Certificateholders or the value of the related Mortgage Loan unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the mortgagee's rights or remedies under the related Mortgage Loan, defending any claim asserted by any borrower or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien or any collateral securing the Mortgage Loan or for any immediate servicing obligations. A Document Defect or Breach as to a Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Mortgage Loans (each a "Crossed Loan") that materially and adversely affects the value of such other Mortgage Loans, and is not cured as provided for above, shall require the repurchase or substitution of all such cross-collateralized and cross-defaulted Mortgage Loans which are materially and adversely affected by such Document Defect or Breach; provided, that if any Crossed Loan is not so repurchased or substituted, then such Crossed Loan shall be released from its cross-collateralization and cross-default provision so long as such Crossed Loan is held in the Trust Fund; provided, further, that the borrower under such Mortgage Loan is an intended third party beneficiary of this provision, which shall not be modified without such borrower's consent. For a period of two years from the Closing Date, so long as there remains any Mortgage File relating to a Mortgage Loan as to which there is any uncured Document Defect or Breach, such Seller shall provide the Officer's Certificate to the Trustee described above as to the reasons such Document Defect or Breach remains uncured and as to the actions being taken to pursue cure; provided, however, that, without limiting the effect of the foregoing provisions of this Section 3(c), if such Document Defect or Breach shall materially and adversely affect the value of such Mortgage Loan or the interests of the holders of the Certificates therein (subject to the last proviso in the immediately preceding sentence), such Seller shall in all cases on or prior to the second anniversary of the Closing Date either cause such Document Defect or Breach to be cured or repurchase or substitute for the affected Mortgage Loan. Notwithstanding the foregoing, the delivery of a commitment to issue a policy of lender's title insurance as described in clause 12 of Schedule I hereof in lieu of the delivery of the actual policy of lender's title insurance shall not be considered a Document Defect or Breach with respect to any Mortgage File if such actual policy of insurance is delivered to the Trustee or a Custodian on its behalf not later than the 90th day following the Closing Date. (d) In connection with any permitted repurchase or substitution of one or more Mortgage Loans contemplated hereby, upon receipt of a certificate from a Servicing Officer certifying as to the receipt of the Purchase Price or Substitution Shortfall Amount(s), as applicable, in the Certificate Account, and the delivery of the Mortgage File(s) and the Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to the Custodian and the Master Servicer, respectively, if applicable (i) the Trustee shall execute and deliver such endorsements and assignments as are provided to it by the Master Servicer, in each case without recourse, representation or warranty, as shall be necessary to vest in such Seller, the legal and beneficial ownership of each repurchased Mortgage Loan or substituted Mortgage Loan, as applicable, and (ii) the Trustee, the Custodian, the Master Servicer and the Special Servicer shall each tender to such Seller, upon delivery to each of them of a receipt executed by such Seller, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by it. (e) Without limiting the remedies of the Purchaser, the Certificateholders or the Trustee on behalf of the Certificateholders pursuant Such Seller (1) is a sophisticated person familiar with transactions similar to those contemplated by this Agreement, it (2) has adequate information concerning the business and financial condition of the Company to make an informed decision regarding the transfer of the Shares and (3) has independently and without reliance upon the Company, and based on such information and the advice of such advisors as such Seller has deemed appropriate, made its own analysis and decision to enter into this Agreement. Such Seller has asked questions of the Company and has made a full evaluation of the risks and merits of the repurchase transaction that is acknowledged the subject of this Agreement. Such Seller hereby waives any right to additional consideration with respect to the Shares. Such Seller acknowledges that none of the Company or its affiliates or agents is acting as a fiduciary or financial or investment adviser to such Seller, and has not given such Seller any investment advice, opinion or other information on whether the transfer of the Shares is prudent. Such Seller understands and acknowledges that the representations Company is not making, and warranties are being made for risk allocation purposes. This Section 3 provides the sole remedy available to the Certificateholdershas not made, or the Trustee on behalf of the Certificateholdersany statement, respecting any Document Defect in a Mortgage File or any Breach of any representation or warranty to such Seller concerning: (i) the fairness or adequacy of the Purchase Price, (ii) the current or likely future value of the Shares, (iii) the markets, business, products, management, technical or marketing capabilities, financial affairs or prospects of the Company or (iv) any other matter that has been relied upon by such Seller or such Seller’s legal counsel or advisors in assessing the value of the Shares or determining whether to enter into this Agreement upon the terms and conditions set forth herein. (f) Such Seller acknowledges that (i) the Company or its affiliates or agents currently may have, and later may come into possession of, information with respect to the Company that is not known to such Seller and that may be material to a decision to transfer the Shares (“Seller Excluded Information”), (ii) such Seller has determined to transfer the Shares notwithstanding its lack of knowledge of the Seller Excluded Information and (iii) none of the Company or its affiliates or agents shall have any liability to such Seller, and such Seller waives and releases any claims that it might have against the Company or its affiliates or agents whether under applicable securities laws or otherwise, with respect to the nondisclosure of the Seller Excluded Information in or required to be made pursuant to Section 3 connection with the transfer of this Agreement.the Shares and the transactions contemplated by this

Representations, Warranties and Covenants of the Sellers. (a) Each Seller hereby represents and warrants to and covenants with for the Purchaser, benefit of the Purchaser as of the date hereof, Closing Date that: (i) Such Seller Bank of America is a corporation national banking association duly organized authorized and validly existing and in good standing under the laws of the United States of America. Eurohypo is duly licensed and authorized to transact business in the State of Delaware and possesses all requisite authority, power, licenses, permits and franchises to carry on its business New York as currently conducted by it and to execute, deliver and comply with its obligations a branch of a foreign bank under Article V of the terms Banking Law of this Agreement;the United States. (ii) This Agreement has been duly and validly authorized, executed and delivered by such Seller and, assuming due authorization, execution and delivery hereof by the Purchaser, constitutes a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights in general, as they may be applied in the context of the insolvency of a national banking association, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law), and by public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from liabilities under applicable securities laws; (iii) The execution and delivery of this Agreement by such Seller Seller, and the Sellers' performance and compliance with the terms of such Seller's obligations under this Agreement Agreement, will not (A) violate such Seller's articles of association organizational documents or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the breach of, any material contract, agreement or other instrument to which such Seller it is a party or by which such Seller is bound; (iv) Such Seller is not in default with respect applicable to any order or decree of any court it or any order, regulation or demand of any federal, state, municipal or other governmental agency or bodyits assets, which default might have consequences that wouldor breach, in such Seller's reasonable and good faith judgment, and commercially reasonable judgment is likely to affect materially and adversely affect the condition (financial or other) or operations of such Seller or its properties or have consequences that would materially and adversely affect its performance hereunder; (v) Such Seller is not a party to or bound by any agreement or instrument or subject to any articles of association, bylaws or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that would, in such Seller's reasonable and good faith judgment, materially and adversely affect either the ability of such Seller to perform its obligations under this Agreement or that requires its financial condition. (iii) Such Seller has the consent of any third person full power and authority to the execution of this Agreement or the performance by such Seller of enter into and perform its obligations under this Agreement (except to the extent such consent Agreement, has been obtained); (vi) No consent, approval, authorization or order of any court or governmental agency or body is required for duly authorized the execution, delivery and performance by such Seller of or compliance by such Seller with this Agreement or the consummation of the transactions contemplated by this Agreement except as have previously been obtainedAgreement, and no bulk sale law applies to such transactions;has duly executed and delivered this Agreement. (viiiv) No litigation is pending orThis Agreement, to assuming due authorization, execution and delivery by the Purchaser, constitutes a valid, legal and binding obligation of such Seller's knowledge, threatened enforceable against such Seller that wouldin accordance with the terms hereof, subject to (A) applicable bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium and other laws affecting the enforcement of creditors' rights generally and (B) general principles of equity, regardless of whether such enforcement is considered in a proceeding in equity or at law. (v) Such Seller is not in violation of, and its execution and delivery of this Agreement and its performance and compliance with the terms of this Agreement will not constitute a violation of, any law, any order or decree of any court or arbiter, or any order, regulation or demand of any federal, state or local governmental or regulatory authority, which violation, in such Seller's good faith and reasonable judgment, is likely to affect materially and adversely either the ability of such Seller to perform its obligations under this Agreement or the financial condition of such Seller. (vi) No litigation is pending with regard to which such Seller has received service of process or, to the best of such Seller's knowledge, threatened against such Seller which if determined adversely to such Seller would prohibit its such Seller from entering into this Agreement Agreement, or in such Seller's good faith and reasonable judgment, would be likely to materially and adversely affect either the performance ability of such Seller to perform its obligations under this Agreement or the financial condition of such Seller. (vii) No consent, approval, authorization or order of, or filing or registration with, any state or federal court or governmental agency or body is required for the consummation by such Seller of its obligations under this Agreement; and (viii) Under generally accepted accounting principles ("GAAP") the transactions contemplated herein, except for those consents, approvals, authorizations or orders that previously have been obtained and for federal income tax purposes, such Seller will report the transfer of the Mortgage Loans to the Purchaser as a sale of the Mortgage Loans to the Purchaser in exchange for consideration consisting of a cash amount equal to the Purchase Price. The consideration received by such Seller upon the sale of the Mortgage Loans to the Purchaser will constitute reasonably equivalent value at least equal to the fair market value of the Mortgage Loans. Such Seller will be solvent at all relevant times prior tothose filings and registrations that previously have been completed, and will not except for those filings and recordings of Mortgage Loan documents and assignments thereof that are contemplated by the Pooling and Servicing Agreement to be rendered insolvent by, completed after the sale of the Mortgage Loans to the Purchaser. Such Seller is not selling the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud any of the creditors of such SellerClosing Date. (b) Each Seller hereby makes the representations and warranties contained in Schedule I or II (subject to any exceptions thereto listed on Schedule II hereto IIA) to and for the benefit of the Purchaser and the Trustee for the benefit of the Certificateholders as of the Closing DateDate (or as of such other dates specifically provided in the particular representation and warranty), with respect to (and solely with respect to) each such Mortgage Loan. (c) If either Seller discovers Upon discovery of any Material Breach or receives Material Document Defect, the Purchaser or its designee shall notify the Sellers in writing and request that the Sellers correct or cure such Material Breach or Material Document Defect. Within 90 days of the earlier of discovery or receipt of written notice of by the Sellers that there has been a Material Breach or a Material Document Defect or a Breach pursuant to Section 2.03(a) of the Pooling and Servicing Agreement relating to a Mortgage Loan, then such Seller shall not later than 90 days from receipt of such notice (or, in the case of a Document Defect or Breach relating to a Mortgage Loan not being a "qualified mortgage" within the meaning of the REMIC Provisions (a "Qualified Mortgage"), not later than 90 days from any party to the Pooling and Servicing Agreement discovering such Document Defect or Breach provided such Seller receives such notice in a timely manner), if such Document Defect or Breach shall materially and adversely affect the value of the related Mortgage Loan or the interest of the Certificateholders therein, cure such Document Defect or Breach, as the case may be, in all material respects, which shall include payment of losses and any Additional Trust Fund Expenses associated therewith or, if such Document Defect or Breach (other than omissions solely due to a document not having been returned by the related recording office) cannot be cured within such 90-day period, (i) the "Initial Resolution Period"), the Sellers shall cure such Material Breach or Material Document Defect, as applicable, or repurchase the affected its related Mortgage Loan at the applicable Purchase Price not later than the end of such 90-day period or (ii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan not later than the end of such 90-day period (and in no event later than the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Certificate AccountNote. Additionally, any Substitution Shortfall Amount in connection therewith; provided, however, cure by either Seller that unless also cures the breach would cause Material Document Defect or Material Breach with respect to the Mortgage Loan not to be a Qualified Mortgage, and if such Document Defect or Breach is capable of being cured but not within such 90-day period and such Seller has commenced and is diligently proceeding with shall satisfy the cure obligations of such Document Defect or Breach within such 90-day period, such each Seller shall have an additional 90 days to complete such cure (or, failing such cure, to repurchase or substitute the related Mortgage Loan); and provided, further, that with respect to such additional 90-day period such Seller shall have delivered an Officer's Certificate to the Trustee setting forth the reason such Document Defect or Breach is not capable of being cured within the initial 90-day period and what actions such Seller is pursuing in connection with the cure thereof and stating that such Seller anticipates that such Document Defect or Breach will be cured within the additional 90-day period; and provided; further, that no Document Defect (other than with respect to a Mortgage Note, Mortgage, title insurance policy, Ground Lease or any letter of credit) shall be considered to materially and adversely affect the interests of the Certificateholders or the value of the related Mortgage Loan unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the mortgagee's rights or remedies under the related Mortgage Loan, defending any claim asserted by any borrower or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien or any collateral securing . The Sellers shall have no obligation to monitor the Mortgage Loan regarding the existence of a Material Breach or for any immediate servicing obligations. A Material Document Defect, but if either Seller discovers a Material Breach or Material Document Defect or Breach as with respect to a Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Mortgage Loans (each a "Crossed Loan") that materially and adversely affects , it will notify the value of such other Mortgage Loans, and is not cured as provided for above, shall require the repurchase or substitution of all such cross-collateralized and cross-defaulted Mortgage Loans which are materially and adversely affected by such Document Defect or Breach; provided, that if any Crossed Loan is not so repurchased or substituted, then such Crossed Loan shall be released from its cross-collateralization and cross-default provision so long as such Crossed Loan is held in the Trust Fund; provided, further, that the borrower under such Mortgage Loan is an intended third party beneficiary of this provision, which shall not be modified without such borrower's consent. For a period of two years from the Closing Date, so long as there remains any Mortgage File relating to a Mortgage Loan as to which there is any uncured Document Defect or Breach, such Seller shall provide the Officer's Certificate to the Trustee described above as to the reasons such Document Defect or Breach remains uncured and as to the actions being taken to pursue cure; provided, however, that, without limiting the effect of the foregoing provisions of this Section 3(c), if such Document Defect or Breach shall materially and adversely affect the value of such Mortgage Loan or the interests of the holders of the Certificates therein (subject to the last proviso in the immediately preceding sentence), such Seller shall in all cases on or prior to the second anniversary of the Closing Date either cause such Document Defect or Breach to be cured or repurchase or substitute for the affected Mortgage Loan. Notwithstanding the foregoing, the delivery of a commitment to issue a policy of lender's title insurance as described in clause 12 of Schedule I hereof in lieu of the delivery of the actual policy of lender's title insurance shall not be considered a Document Defect or Breach with respect to any Mortgage File if such actual policy of insurance is delivered to the Trustee or a Custodian on its behalf not later than the 90th day following the Closing Date. (d) In connection with any permitted repurchase or substitution of one or more Mortgage Loans contemplated hereby, upon receipt of a certificate from a Servicing Officer certifying as to the receipt of the Purchase Price or Substitution Shortfall Amount(s), as applicable, in the Certificate Account, Purchaser and the delivery of the Mortgage File(s) and the Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to the Custodian and the Master Servicer, respectively, if applicable (i) the Trustee shall execute and deliver such endorsements and assignments as are provided to it by the Master Servicer, in each case without recourse, representation or warranty, as shall be necessary to vest in such other Seller, the legal and beneficial ownership of each repurchased Mortgage Loan or substituted Mortgage Loan, as applicable, and (ii) the Trustee, the Custodian, the Master Servicer and the Special Servicer shall each tender to such Seller, upon delivery to each of them of a receipt executed by such Seller, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by it. (e) Without limiting the remedies of the Purchaser, the Certificateholders or the Trustee on behalf of the Certificateholders pursuant to this Agreement, it is acknowledged that the representations and warranties are being made for risk allocation purposes. This Section 3 provides the sole remedy available to the Certificateholders, or the Trustee on behalf of the Certificateholders, respecting any Document Defect in a Mortgage File or any Breach of any representation or warranty set forth in or required to be made pursuant to Section 3 of this Agreement.

Representations, Warranties and Covenants of the Sellers. (a) Each Seller As of the Delivery Date, each of the Sellers, severally and not jointly, hereby represents makes to the Depositor and warrants to the Trustee the representations, warranties and covenants with the Purchaser, as of the date hereof, that:below. (i) Such If WMBFA, the Seller is a corporation federally chartered savings association, duly organized organized, validly existing and in good standing under the laws of the United States. If WMBFSB, the Seller is a savings bank, duly organized, validly existing and in good standing under the laws of the United States. If WMB, the Seller is a Washington state chartered stock savings bank, duly organized, validly existing and in good standing under the laws of the State of Delaware and possesses Washington. (ii) The Seller has all requisite authority, power, licenses, permits and franchises licenses necessary to carry on its business as currently now being conducted and is licensed, qualified and in good standing in the states where the Mortgaged Properties are located if the laws of such states require licensing or qualification in order to conduct business of the type conducted by it the Seller and to executethe extent necessary to ensure the enforceability of each Mortgage Loan. The Seller has the corporate power and authority to enter into, execute and deliver this Agreement and comply with all documents and instruments executed and delivered pursuant hereto and to perform its obligations under the terms in accordance therewith. The execution, delivery and performance of this Agreement; (ii) This Agreement has by the Seller and the consummation of the transactions contemplated hereby, including, without limitation, the repurchase obligations hereinafter contained, have been duly and validly authorized. This Agreement evidences the valid, executed binding and delivered by such Seller and, assuming due authorization, execution and delivery hereof enforceable obligations of the Seller. All requisite corporate action has been taken by the Purchaser, constitutes a legal, Seller to make this Agreement valid and binding obligation of such Seller, enforceable against such upon the Seller in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other laws affecting the enforcement of creditors' rights in general, as they may be applied in the context of the insolvency of a national banking association, and by general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law), and by public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement which purport to provide indemnification from liabilities under applicable securities laws;. (iii) The execution and delivery of this Agreement by such Seller and the Sellers' performance and compliance with the terms of this Agreement will not (A) violate such Seller's articles of association or bylaws, (B) violate any law or regulation or any administrative decree or order to which it is subject or (C) constitute a material default (or an event which, with notice or lapse of time, or both, would constitute a material default) under, or result in the breach of, any material contract, agreement or other instrument to which such Seller is a party or by which such Seller is bound; (iv) Such Seller is not in default with respect to any order or decree of any court or any order, regulation or demand of any federal, state, municipal or other governmental agency or body, which default might have consequences that would, in such Seller's reasonable and good faith judgment, materially and adversely affect the condition (financial or other) or operations of such Seller or its properties or have consequences that would materially and adversely affect its performance hereunder; (v) Such Seller is not a party to or bound by any agreement or instrument or subject to any articles of association, bylaws or any other corporate restriction or any judgment, order, writ, injunction, decree, law or regulation that would, in such Seller's reasonable and good faith judgment, materially and adversely affect the ability of such Seller to perform its obligations under this Agreement or that requires the consent of any third person to the execution of this Agreement or the performance by such Seller of its obligations under this Agreement (except to the extent such consent has been obtained); (vi) No consent, approval, authorization authorization, or order of any court or governmental agency or body is required for the execution, delivery and performance by such Seller of or compliance by such Seller with this Agreement or the consummation of relating to the transactions contemplated by this Agreement except is required as have previously to the Seller or, if required, such consent, approval, authorization, or order has been or will, prior to the Delivery Date, be obtained, and no bulk sale law applies to such transactions; (vii) No litigation is pending or, to such Seller's knowledge, threatened against such Seller that would, in such Seller's good faith and reasonable judgment, prohibit its entering into this Agreement or materially and adversely affect the performance by such Seller except for any recordations of its obligations under this Agreement; and (viii) Under generally accepted accounting principles ("GAAP") and for federal income tax purposes, such Seller will report the transfer Assignments of the Mortgage Loans Mortgages to the Purchaser as a sale of the Mortgage Loans to the Purchaser in exchange for consideration consisting of a cash amount equal to the Purchase Price. The consideration received by such Seller upon the sale of the Mortgage Loans to the Purchaser will constitute reasonably equivalent value at least equal to the fair market value of the Mortgage Loans. Such Seller will be solvent at all relevant times prior to, and will not be rendered insolvent by, the sale of the Mortgage Loans to the Purchaser. Such Seller is not selling the Mortgage Loans to the Purchaser with any intent to hinder, delay or defraud any of the creditors of such Seller. (b) Each Seller hereby makes the representations and warranties contained in Schedule I or Schedule II hereto for the benefit of the Purchaser and the Trustee for the benefit of the Certificateholders as of the Closing Date, with respect to (and solely with respect to) each Mortgage Loan. (c) If either Seller discovers or receives written notice of a Document Defect or a Breach pursuant to Section 2.03(a) of the Pooling and Servicing Agreement relating to a Mortgage Loan, then such Seller shall not later than 90 days from receipt of such notice (or, in the case of a Document Defect or Breach relating to a Mortgage Loan not being a "qualified mortgage" within the meaning of the REMIC Provisions (a "Qualified Mortgage"), not later than 90 days from any party to the Pooling and Servicing Agreement discovering such Document Defect or Breach provided such Seller receives such notice in a timely manner), if such Document Defect or Breach shall materially and adversely affect the value of the related Mortgage Loan or the interest of the Certificateholders therein, cure such Document Defect or Breach, as the case may be, in all material respects, which shall include payment of losses and any Additional Trust Fund Expenses associated therewith or, if such Document Defect or Breach (other than omissions solely due to a document not having been returned by the related recording office) cannot be cured within such 90-day period, (i) repurchase the affected Mortgage Loan at the applicable Purchase Price not later than the end of such 90-day period or (ii) substitute a Qualified Substitute Mortgage Loan for such affected Mortgage Loan not later than the end of such 90-day period (and in no event later than the second anniversary of the Closing Date) and pay the Master Servicer for deposit into the Certificate Account, any Substitution Shortfall Amount in connection therewith; provided, however, that unless the breach would cause the Mortgage Loan not to be a Qualified Mortgage, and if such Document Defect or Breach is capable of being cured but not within such 90-day period and such Seller has commenced and is diligently proceeding with the cure of such Document Defect or Breach within such 90-day period, such Seller shall have an additional 90 days to complete such cure (or, failing such cure, to repurchase or substitute the related Mortgage Loan); and provided, further, that with respect to such additional 90-day period such Seller shall have delivered an Officer's Certificate to the Trustee setting forth the reason such Document Defect or Breach is not capable of being cured within the initial 90-day period and what actions such Seller is pursuing in connection with the cure thereof and stating that such Seller anticipates that such Document Defect or Breach will be cured within the additional 90-day period; and provided; further, that no Document Defect (other than with respect to a Mortgage Note, Mortgage, title insurance policy, Ground Lease or any letter of credit) shall be considered to materially and adversely affect the interests of the Certificateholders or the value of the related Mortgage Loan unless the document with respect to which the Document Defect exists is required in connection with an imminent enforcement of the mortgagee's rights or remedies under the related Mortgage Loan, defending any claim asserted by any borrower or third party with respect to the Mortgage Loan, establishing the validity or priority of any lien or any collateral securing the Mortgage Loan or for any immediate servicing obligations. A Document Defect or Breach as to a Mortgage Loan that is cross-collateralized and cross-defaulted with one or more other Mortgage Loans (each a "Crossed Loan") that materially and adversely affects the value of such other Mortgage Loans, and is not cured as provided for above, shall require the repurchase or substitution of all such cross-collateralized and cross-defaulted Mortgage Loans which are materially and adversely affected by such Document Defect or Breach; provided, that if any Crossed Loan is not so repurchased or substituted, then such Crossed Loan shall be released from its cross-collateralization and cross-default provision so long as such Crossed Loan is held in the Trust Fund; provided, further, that the borrower under such Mortgage Loan is an intended third party beneficiary of this provision, which shall not be modified without such borrower's consent. For a period of two years from the Closing Date, so long as there remains any Mortgage File relating to a Mortgage Loan as to which there is any uncured Document Defect or Breach, such Seller shall provide the Officer's Certificate to the Trustee described above as to the reasons such Document Defect or Breach remains uncured and as to the actions being taken to pursue cure; provided, however, that, without limiting the effect of the foregoing provisions of this Section 3(c), if such Document Defect or Breach shall materially and adversely affect the value of such Mortgage Loan or the interests of the holders of the Certificates therein (subject to the last proviso in the immediately preceding sentence), such Seller shall in all cases on or prior to the second anniversary of the Closing Date either cause such Document Defect or Breach to be cured or repurchase or substitute for the affected Mortgage Loan. Notwithstanding the foregoing, the delivery of a commitment to issue a policy of lender's title insurance as described in clause 12 of Schedule I hereof in lieu of the delivery of the actual policy of lender's title insurance shall not be considered a Document Defect or Breach with respect to any Mortgage File if such actual policy of insurance is delivered to the Trustee or a Custodian on its behalf not later than the 90th day following the Closing Date. (d) In connection with any permitted repurchase or substitution of one or more Mortgage Loans contemplated hereby, upon receipt of a certificate from a Servicing Officer certifying as to the receipt of the Purchase Price or Substitution Shortfall Amount(s), as applicable, in the Certificate Account, and the delivery of the Mortgage File(s) and the Servicing File(s) for the related Qualified Substitute Mortgage Loan(s) to the Custodian and the Master Servicer, respectively, if applicable (i) the Trustee shall execute and deliver such endorsements and assignments as are provided to it by the Master Servicer, in each case without recourse, representation or warranty, as shall be necessary to vest in such Seller, the legal and beneficial ownership of each repurchased Mortgage Loan or substituted Mortgage Loan, as applicable, and (ii) the Trustee, the Custodian, the Master Servicer and the Special Servicer shall each tender to such Seller, upon delivery to each of them of a receipt executed by such Seller, all portions of the Mortgage File and other documents pertaining to such Mortgage Loan possessed by it. (e) Without limiting the remedies of the Purchaser, the Certificateholders or the Trustee on behalf of the Certificateholders pursuant to this Agreement. (iv) The consummation of the transactions contemplated by this Agreement, it including without limitation the fulfillment of or compliance with the terms and conditions of this Agreement, are in the ordinary course of business of the Seller and will not (i) result in the breach of any term or provision of the charter or by-laws of the Seller, (ii) result in the breach of any term or provision of, or conflict with or constitute a default under, or result in the acceleration of any obligation under, any material agreement, indenture, loan or credit agreement or other instrument to which the Seller or its property is acknowledged that subject or (iii) result in the representations and warranties are being made for risk allocation purposes. This Section 3 provides violation of any law, rule, regulation, order, judgment, or decree to which the sole remedy available Seller or its property is subject. (v) There is no action, suit, proceeding or investigation pending or, to the Certificateholdersbest of the Seller's knowledge, threatened against the Seller which, either in any one instance or in the aggregate, is in the Seller's judgment, likely to result in any material impairment of the right or ability of the Seller to carry on its business substantially as now conducted, or which would draw into question the Trustee on behalf validity of this Agreement or the Mortgage Loans, or of any action taken or to be taken in connection with the obligations of the CertificateholdersSeller contemplated herein or therein, respecting any Document Defect or which would be likely to impair materially the ability of the Seller to perform its obligations hereunder or thereunder. (vi) The Seller is an approved servicer of mortgage loans for Xxxxxx Xxx and Xxxxxxx Mac, in good standing. (vii) The Seller is a Mortgage File or any Breach of any representation or warranty set forth in or required to be made HUD approved mortgagee pursuant to Section 3 203 of this Agreementthe National Housing Act. No event has occurred, including but not limited to a change in insurance coverage, which would make the Seller unable to comply with HUD eligibility requirements or which would required notification to HUD.