MORTGAGE LOAN PURCHASE AGREEMENT

 

                                                                    EXHIBIT 99.3

 

                   CWCapital Mortgage Loan Purchase Agreement

                        MORTGAGE LOAN PURCHASE AGREEMENT

 

            This Mortgage Loan Purchase Agreement, dated as of August 1, 2005

(the "Agreement"), is entered into between CWCapital LLC, as seller of the

U-Haul Portfolio Loan, as identified on the schedule annexed hereto as Exhibit

A-1 and as an additional party ("CWCapital") and CWCapital Mortgage Securities I

LLC, as seller of the other mortgage loans identified on the schedule annexed

hereto as Exhibit A-2 ("CWCMSI") (each, a "Seller" and collectively, the

"Sellers") and Wachovia Commercial Mortgage Securities, Inc. (the "Purchaser").

 

            The Sellers intend to sell and the Purchaser intends to purchase

certain multifamily and commercial mortgage loans (the "Mortgage Loans")

identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as

Exhibit A-1 and Exhibit A-2, respectively. The Purchaser intends to deposit the

Mortgage Loans, along with certain other mortgage loans (the "Other Mortgage

Loans"), into a trust fund (the "Trust Fund"), the beneficial ownership of which

will be evidenced by multiple classes (each, a "Class") of mortgage pass-through

certificates (the "Certificates"). One or more "real estate mortgage investment

conduit" ("REMIC") elections will be made with respect to most of the Trust

Fund. The Trust Fund will be created and the Certificates will be issued

pursuant to a Pooling and Servicing Agreement (the "Pooling and Servicing

Agreement"), dated as of August 1, 2005, among the Purchaser, as depositor,

Wachovia Bank, National Association, as master servicer (in such capacity, the

"Master Servicer"), CWCapital Asset Management LLC, as special servicer (the

"Special Servicer"), LaSalle Bank National Association, as trustee (the

"Trustee"), and ABN AMRO Bank, N.V., as fiscal agent (the "Fiscal Agent").

Capitalized terms used but not defined herein (including the Schedules attached

hereto) have the respective meanings set forth in the Pooling and Servicing

Agreement.

 

            Now, therefore, in consideration of the premises and the mutual

agreements set forth herein, the parties agree as follows:

 

            SECTION 1. Agreement to Purchase.

 

            CWCapital agrees to sell, and the Purchaser agrees to purchase, the

Mortgage Loans identified on the related Mortgage Loan Schedule (the "CWCapital

Mortgage Loans"). The Mortgage Loan Schedule may be amended to reflect the

actual CWCapital Mortgage Loans delivered to the Purchaser pursuant to the terms

hereof. The CWCapital Mortgage Loans are expected to have an aggregate principal

balance of $44,937,023 (the "CWCapital Mortgage Loan Balance") (subject to a

variance of plus or minus 5.0%) as of the close of business on the Cut-Off Date,

after giving effect to any payments due on or before such date, whether or not

such payments are received.

 

            CWCMSI agrees to sell, and the Purchaser agrees to purchase, the

Mortgage Loans identified on the related Mortgage Loan Schedule (the "CWCMSI

Mortgage Loans"). The Mortgage Loan Schedule may be amended to reflect the

actual CWCMSI Mortgage Loans delivered to the Purchaser pursuant to the terms

hereof. The CWCMSI Mortgage Loans are expected to have an aggregate principal

balance of $276,662,658 (the "CWCMSI Mortgage Loan Balance" and together with

the CWCapital Mortgage Loan Balance, the "CWCapital/CWCMSI Mortgage Loan

Balance") (subject to a variance of plus or minus 5.0%) as of the close of

business on the Cut-Off Date, after giving effect to any payments due on or

before such date, whether or not such payments are received.

 

            The CWCapital/CWCMSI Mortgage Loan Balance, together with the

aggregate principal balance of the Other Mortgage Loans as of the Cut-Off Date

(after giving effect to any payments due on or before such date whether or not

such payments are received), is expected to equal an aggregate principal balance

(the "Cut-Off Date Pool Balance") of $3,663,837,892 (subject to a variance of

plus or minus 5.0%). The purchase and sale of the Mortgage Loans shall take

place August 23, 2005, or such other date as shall be mutually acceptable to the

parties to this Agreement (the "Closing Date"). The consideration (the

"Aggregate Purchase Price") for the Mortgage Loans shall be equal to (i)        %

of the CWCapital/CWCMSI Mortgage Loan Balance as of the Cut-Off Date, plus (ii)

$1,075,470, which amount represents the amount of interest accrued on the

CWCapital/CWCMSI Mortgage Loan Balance at the related Net Mortgage Rate for the

period from and including the Cut-Off Date up to but not including the Closing

Date.

 

            The related Aggregate Purchase Price shall be paid to CWCapital or

its designee by wire transfer in immediately available funds on the Closing

Date.

 

            SECTION 2. Conveyance of Mortgage Loans.

 

            (a) Effective as of the Closing Date, subject only to receipt of the

Aggregate Purchase Price and satisfaction of the other conditions to closing

that are for the benefit of the Seller, each Seller does hereby sell, transfer,

assign, set over and otherwise convey to the Purchaser, without recourse (except

as set forth in this Agreement), all the right, title and interest of such

Seller in and to the Mortgage Loans identified on the related Mortgage Loan

Schedule as of such date, on a servicing released basis, together with all of

such Seller's right, title and interest in and to the proceeds of any related

title, hazard, primary mortgage or other insurance proceeds.

 

            (b) The Purchaser or its assignee shall be entitled to receive all

scheduled payments of principal and interest due after the Cut-Off Date, and all

other recoveries of principal and interest collected after the Cut-Off Date

(other than in respect of principal and interest on the Mortgage Loans due on or

before the Cut-Off Date). All scheduled payments of principal and interest due

on or before the Cut-Off Date but collected on or after the Cut-Off Date, and

recoveries of principal and interest collected on or before the Cut-Off Date

(only in respect of principal and interest on the Mortgage Loans due on or

before the Cut-Off Date and principal prepayments thereon), shall belong to, and

shall be promptly remitted to, the applicable Seller.

 

            (c) No later than the Closing Date, each Seller shall, on behalf of

the Purchaser, deliver to the Trustee, the documents and instruments specified

below with respect to each applicable Mortgage Loan (each a "Mortgage File").

All Mortgage Files so delivered will be held by the Trustee in escrow at all

times prior to the Closing Date. Each Mortgage File shall contain the following

documents:

 

            (i) the original executed Mortgage Note including any power of

      attorney related to the execution thereof, together with any and all

      intervening endorsements thereon, endorsed on its face or by allonge

      attached thereto (without recourse, representation or warranty, express or

      implied) to the order of "LaSalle Bank National Association, as trustee

      for the registered holders of Wachovia Bank Commercial Mortgage Trust,

      Commercial Mortgage Pass-Through Certificates, Series 2005-C20" or in

      blank (or a lost note affidavit and indemnity with a copy of such Mortgage

      Note attached thereto);

 

            (ii) an original or copy of the Mortgage, together with any and all

      intervening assignments thereof, in each case (unless not yet returned by

      the applicable recording office) with evidence of recording indicated

      thereon or certified by the applicable recording office;

 

            (iii) an original or copy of any related Assignment of Leases (if

      such item is a document separate from the Mortgage), together with any and

      all intervening assignments thereof, in each case (unless not yet returned

      by the applicable recording office) with evidence of recording indicated

      thereon or certified by the applicable recording office;

 

            (iv) an original executed assignment, in recordable form (except for

      any missing recording information), of (a) the Mortgage, (b) any related

      Assignment of Leases (if such item is a document separate from the

      Mortgage and to the extent not already assigned pursuant to preceding

      clause (a)) and (c) any other recorded document relating to the Mortgage

      Loan otherwise included in the Mortgage File, in favor of "LaSalle Bank

      National Association, as trustee for the registered holders of Wachovia

      Bank Commercial Mortgage Trust, Commercial Mortgage Pass-Through

      Certificates, Series 2005-C20", or in blank;

 

            (v) an original assignment of all unrecorded documents relating to

      the Mortgage Loan (to the extent not already assigned pursuant to clause

      (iv) above), in favor of "LaSalle Bank National Association, as trustee

      for the registered holders of Wachovia Bank Commercial Mortgage Trust,

      Commercial Mortgage Pass-Through Certificates, Series 2005-C20", or in

      blank;

 

            (vi) originals or copies of any modification, consolidation,

      assumption and substitution agreements in those instances where the terms

      or provisions of the Mortgage or Mortgage Note have been consolidated or

      modified or the Mortgage Loan has been assumed or consolidated;

 

            (vii) the original or a copy of the policy or certificate of

      lender's title insurance or, if such policy has not been issued or

      located, an original or copy of an irrevocable, binding commitment (which

      may be a marked version of the policy that has been executed by an

      authorized representative of the title company or an agreement to provide

      the same pursuant to binding escrow instructions executed by an authorized

      representative of the title company) to issue such title insurance policy;

 

            (viii) any filed copies (bearing evidence of filing) or other

      evidence of filing satisfactory to the Purchaser of any prior UCC

      Financing Statements in favor of the originator of such Mortgage Loan or

      in favor of any assignee prior to the Trustee (but only to the extent the

      Seller had possession of such UCC Financing Statements prior to the

      Closing Date) and, if there is an effective UCC Financing Statement and

      continuation statement in favor of the Seller on record with the

      applicable public office for UCC Financing Statements, an original UCC

      Amendment, in form suitable for filing in favor of "LaSalle Bank National

      Association, as trustee for the registered holders of Wachovia Bank

      Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates,

      Series 2005-C20, as assignee", or in blank;

 

            (ix) an original or copy of (a) any Ground Lease, Memorandum of

      Ground Lease and ground lessor estoppel, (b) any loan guaranty or

      indemnity and (c) any environmental insurance policy;

 

            (x) any intercreditor agreement relating to permitted debt

      (including, without limitation, mezzanine debt) of the Mortgagor;

 

            (xi) copies of any loan agreement, escrow agreement or security

      agreement relating to such Mortgage Loan;

 

            (xii) a copy of any letter of credit and related transfer documents

      relating to such Mortgage Loan;

 

            (xiii) copies of franchise agreements and franchisor comfort

      letters, if any, for hospitality properties and applicable transfer or

      assignment documents; and

 

            (xiv) with respect to any Companion Loan, all of the above documents

      with respect to such Companion Loan and the related Intercreditor

      Agreement; provided that a copy of each Mortgage Note relating to such

      Companion Loan, rather than the original, shall be provided, and no

      assignments shall be provided.

 

Notwithstanding the foregoing, with respect to the U-Haul Portfolio Loan, the

MSCI 2005-HQ6 Trustee will hold the original documents related to the U-Haul

Portfolio Loan for the benefit of the MSCI 2005-HQ6 Trust Fund, other than the

Mortgage Notes which will be held by the Trustee under the Pooling and Servicing

Agreement. However, if the custodian on any of the aforementioned transactions

is the Custodian on this transaction, photocopies do not need to be made of the

Mortgage Files for that particular transaction.

 

            (d) Each Seller shall take all actions reasonably necessary (i) to

permit the Trustee to fulfill its obligations pursuant to Section 2.01(d) of the

Pooling and Servicing Agreement and (ii) to perform its obligations described in

Section 2.01(d) of the Pooling and Servicing Agreement. Without limiting the

generality of the foregoing, if a draw upon a letter of credit is required

before its transfer to the Trust Fund can be completed, the applicable Seller

shall draw upon such letter of credit for the benefit of the Trust pursuant to

written instructions from the Master Servicer. Each Seller shall reimburse the

Trustee for all reasonable costs and expenses, if any, incurred by the Trustee

for recording any documents described in Section 2(c)(iv)(c) hereof and filing

any assignments of UCC Financing Statements described in the proviso in the

third to last sentence in Section 2.01(d) of the Pooling and Servicing

Agreement.

 

             (e) All documents and records (except draft documents, privileged

communications and internal correspondence and credit, due diligence and other

underwriting analysis, documents, data or internal worksheets, memoranda,

communications and evaluations of the Seller) relating to each Mortgage Loan and

in the applicable Seller's possession (the "Additional Mortgage Loan Documents")

that are not required to be delivered to the Trustee shall promptly be delivered

or caused to be delivered by such Seller to the Master Servicer or at the

direction of the Master Servicer to the appropriate sub-servicer, together with

any related escrow amounts and reserve amounts.

 

            (f) Each Seller shall take such actions as are reasonably necessary

to assign or otherwise grant to the Trust Fund the benefit of any letters of

credit in the name of the Seller which secure any Mortgage Loan.

 

            SECTION 3. Representations, Warranties and Covenants of Seller.

 

            (a) Each Seller hereby represents and warrants to and covenants with

the Purchaser, as of the date hereof, that:

 

            (i) CWCapital and CWCMSI are each a limited liability company

      organized and validly existing and in good standing under the laws of the

      Commonwealth of Massachusetts and the State of Delaware, respectively, and

      each Seller 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, receivership, moratorium and other

      laws affecting the enforcement of creditors' rights in general, 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 such Seller's performance and compliance with the terms of this

      Agreement will not (A) violate such Seller's certificate of formation 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 certificate of formation, 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

      its 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 Aggregate Purchase Price. The consideration received by such Seller

      upon the sale of its Mortgage Loans to the Purchaser will constitute at

      least reasonably equivalent value and fair consideration for the Mortgage

      Loans. Each Seller will be solvent at all relevant times prior to, and

      will not be rendered insolvent by, the sale of its Mortgage Loans to the

      Purchaser. Neither Seller is selling the Mortgage Loans to the Purchaser

      with any intent to hinder, delay or defraud any of the creditors of such

      Seller.

 

            (b) CWCMSI and CWCapital each hereby make the representations and

warranties contained in Schedule I 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 of CWCMSI, which

representations and warranties are subject to the exceptions set forth on

Schedule II. CWCapital hereby makes the representations and warranties contained

in Schedule I 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) its Mortgage Loan, which representations and warranties are

subject to the exceptions set forth on Schedule II.

 

            (c) With respect to the schedule of exceptions delivered by the

Trustee on the Closing Date, within fifteen (15) Business Days (or, in the

reasonable discretion of the Controlling Class Representative, thirty (30)

Business Days) of the Closing Date, with respect to the documents specified in

clauses (i), (ii), (vii), (ix) (solely with respect to Ground Leases) and (xii)

of the definition of Mortgage File, the relevant Seller shall cure any material

exception listed therein (for the avoidance of doubt, any deficiencies with

respect to the documents specified in clause (ii) resulting solely from a delay

in the return of the related documents from the applicable recording office,

shall be cured in the time and manner described in Section 2.01(c) of the

Pooling and Servicing Agreement). If such exception is not so cured, such Seller

shall either (1) repurchase the related Mortgage Loan, (2) with respect to

exceptions relating to clause (xii) of the definition of "Mortgage File",

deposit with the Trustee an amount, to be held in trust in a Special Reserve

Account pursuant to the Pooling and Servicing Agreement, equal to the amount of

the undelivered letter of credit (in the alternative, such Seller may deliver to

the Trustee, with a certified copy to the Master Servicer and Trustee, a letter

of credit for the benefit of the Master Servicer on behalf of the Trustee and

upon the same terms and conditions as the undelivered letter of credit) which

the Master Servicer on behalf of the Trustee may use (or draw upon, as the case

may be) under the same circumstances and conditions as the Master Servicer would

have been entitled to draw on the undelivered letter of credit, or (3) with

respect to any exceptions relating to clauses (i), (ii) and (vii), deposit with

the Trustee an amount, to be held in trust in a Special Reserve Account pursuant

to the Pooling and Servicing Agreement, equal to 25% of the Stated Principal

Balance of the related Mortgage Loan on such date. Any funds or letter of credit

deposited pursuant to clauses (2) and (3) shall be held by the Trustee until the

earlier of (x) the date on which the Master Servicer certifies to the Trustee

and the Controlling Class Representative that such exception has been cured (or

the Trustee certifies the same to the Controlling Class Representative), at

which time such funds or letter of credit, as applicable, shall be returned to

such Seller and (y) thirty (30) Business Days or, if the Controlling Class

Representative has extended the cure period, forty-five (45) Business Days after

the Closing Date; provided, however, that if such exception is not cured within

such thirty (30) Business Days or forty-five (45) Business Days, as the case may

be, (A) in the case of clause (2), the Trustee shall retain the funds or letter

of credit, as applicable, or (B) in the case of clause (3), the relevant Seller

shall repurchase the related Mortgage Loan in accordance with the terms and

conditions of this Agreement, at which time such funds shall be applied to the

Purchase Price of the related Mortgage Loan and any letter of credit will be

returned to such Seller.

 

            If a Seller 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 the 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 the date that any party to

the Pooling and Servicing Agreement discovers 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

applicable Mortgage Loan, the interest of the Trust therein or the interests of

any Certificateholder, cure such Document Defect or Breach, as the case may be,

in all material respects, which shall include payment of actual or provable

losses and any Additional Trust Fund Expenses directly resulting from any such

Document Defect or Breach 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) with respect to CWCapital, other than with respect

to the U-Haul Portfolio Loan (loan numbers 87, 95, 96, 100, 101 and 108,

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 the 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 the Seller shall have delivered an officer's

certificate to the Trustee setting forth what actions the Seller is pursuing in

connection with the cure thereof and stating that the 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, any letter

of credit, any franchise agreement, any comfort letter and (if required) any

comfort letter transfer documents (collectively, the "Core Material Documents"))

shall be considered to materially and adversely affect the value of the related

Mortgage Loan, the interests of the Trust therein or the interests of any

Certificateholder 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 significant servicing obligations; provided, further,

with respect to Document Defects which materially and adversely affect the

interests of any Certificateholder, the interests of the Trust therein or the

value of the related Mortgage Loan, other than with respect to Document Defects

relating to the Core Material Documents, any applicable cure period following

the initial 90 day cure period may be extended by the Master Servicer or the

Special Servicer if the document involved is not needed imminently. Such

extension will end upon 30 days notice of such need as reasonably determined by

the Master Servicer or Special Servicer (with a possible 30 day extension if the

Master Servicer or Special Servicer agrees that the Seller is diligently

pursuing a cure). The Seller shall cure all Document Defects which materially

and adversely affect the interests of any Certificateholder, the interests of

the Trust therein or the value of the related Mortgage Loan, regardless of the

document involved, no later than 2 years following the Closing Date; provided

that the initial 90 day cure period referenced in this paragraph may not be

reduced. 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, the relevant 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. Notwithstanding the foregoing, the delivery of a commitment to

issue a policy of lender's title insurance as described in Representation 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.

 

            If (i) any Mortgage Loan is required to be repurchased or

substituted for in the manner described above, (ii) such Mortgage Loan is

cross-collateralized and cross-defaulted with one or more other Mortgage Loans

(each, a "Crossed Loan"), and (iii) the applicable Document Defect or Breach

does not constitute a Document Defect or Breach, as the case may be, as to any

other Crossed Loan in such Crossed Group (without regard to this paragraph),

then the applicable Document Defect or Breach, as the case may be, will be

deemed to constitute a Document Defect or Breach, as the case may be, as to any

other Crossed Loan in the Crossed Group for purposes of this paragraph, and the

relevant Seller will be required to repurchase or substitute for all of the

remaining Crossed Loan(s) in the related Crossed Group as provided in the

immediately preceding paragraph unless such other Crossed Loans in such Crossed

Group satisfy the Crossed Loan Repurchase Criteria and satisfy all other

criteria for substitution or repurchase of Mortgage Loans set forth herein. In

the event that the remaining Crossed Loans satisfy the aforementioned criteria,

such Seller may elect either to repurchase or substitute for only the affected

Crossed Loan as to which the related Breach or Document Defect exists or to

repurchase or substitute for all of the Crossed Loans in the related Crossed

Group. The Seller shall be responsible for the cost of any Appraisal required to

be obtained by the Master Servicer to determine if the Crossed Loan Repurchase

Criteria have been satisfied, so long as the scope and cost of such Appraisal

has been approved by such Seller (such approval not to be unreasonably

withheld).

 

            To the extent that a Seller is required to repurchase or substitute

for a Crossed Loan hereunder in the manner prescribed above while the Trustee

continues to hold any other Crossed Loans in such Crossed Group, neither such

Seller nor the Purchaser shall enforce any remedies against the other's Primary

Collateral, but each is permitted to exercise remedies against the Primary

Collateral securing its respective Crossed Loans, including with respect to the

Trustee, the Primary Collateral securing Crossed Loans still held by the

Trustee.

 

            If the exercise of remedies by one party would materially impair the

ability of the other party to exercise its remedies with respect to the Primary

Collateral securing the Crossed Loans held by such party, then such Seller and

the Purchaser shall forbear from exercising such remedies until the Mortgage

Loan documents evidencing and securing the relevant Crossed Loans can be

modified in a manner that complies with this Agreement to remove the threat of

material impairment as a result of the exercise of remedies or some other

accommodation can be reached. Any reserve or other cash collateral or letters of

credit securing the Crossed Loans shall be allocated between such Crossed Loans

in accordance with the Mortgage Loan documents, or otherwise on a pro rata basis

based upon their outstanding Stated Principal Balances. Notwithstanding the

foregoing, if a Crossed Loan included in the Trust Fund is modified to terminate

the related cross-collateralization and/or cross-default provisions, as a

condition to such modification, the applicable Seller shall furnish to the

Trustee an Opinion of Counsel that any modification shall not cause an Adverse

REMIC Event. Any expenses incurred by the Purchaser in connection with such

modification or accommodation (including but not limited to recoverable attorney

fees) shall be paid by the Seller.

 

            (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 the relevant Seller, the legal and beneficial ownership of each

repurchased Mortgage Loan or substituted Mortgage Loan, as applicable, (ii) the

Trustee, the Custodian, the Master Servicer and the Special Servicer shall each

tender to the 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, and (iii) the Master Servicer and the

Special Servicer shall release to such Seller any Escrow Payments and Reserve

Funds held by it in respect of such repurchased or deleted Mortgage Loans.

 

            (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 this Section 3 of this Agreement; provided that for purposes of the

remedies set forth in this Section 3, the sole recourse with respect to the

CWCMSI Mortgage Loans shall be against CWCapital. Nothing in this Agreement

shall prohibit the Purchaser or its assigns (including the Master Servicer

and/or the Special Servicer) from pursuing any course of action authorized by

the Pooling and Servicing Agreement while the Purchaser asserts a claim or

brings a cause of action to enforce any rights set forth herein against the

relevant Seller (or with respect to the CWCMSI Mortgage Loans, CWCapital).

 

            (f) With respect to any Mortgage Loan which has become a Defaulted

Mortgage Loan under the Pooling and Servicing Agreement or with respect to which

the related Mortgaged Property has been foreclosed and which is the subject of a

repurchase claim under this Agreement, in accordance with Section 2.03 of the

Pooling and Servicing Agreement, the Special Servicer with the consent of the

Controlling Class Representative shall notify the relevant Seller in writing of

its intention to liquidate such Defaulted Mortgage Loan or REO Property at least

45 days prior to any such action. If (a) such Seller consents to such sale and

voluntarily agrees to repurchase such Defaulted Mortgage Loan or REO Property or

(b) a court of competent jurisdiction determines that such Seller is liable

under this Agreement to repurchase such Defaulted Mortgage Loan or REO Property,

then such Seller shall remit to the Purchaser an amount equal to the difference

if any of the price of such Defaulted Mortgage Loan or REO Property as sold and

the price at which such Seller would have had to repurchase such Defaulted

Mortgage Loan or REO Property under this Agreement. The relevant Seller shall

have 10 Business Days after receipt of notice to determine whether or not to

consent to such sale. If such Seller does not consent to such sale, the Special

Servicer shall contract with a Determination Party (as defined in the Pooling

and Servicing Agreement) as to the merits of such proposed sale. If the related

Determination Party determines that such proposed sale is in accordance with the

Servicing Standard and the provisions of the Pooling and Servicing Agreement

with respect to the sale of Defaulted Mortgage Loans and REO Properties and,

subsequent to such sale, a court of competent jurisdiction determines that

Seller was liable under this Agreement and required to repurchase such Defaulted

Mortgage Loan or REO Property in accordance with the terms hereof, then such

Seller shall remit to Purchaser an amount equal to the difference (if any)

between the proceeds of the related action and the price at which the Seller

would have been obligated to pay had such Seller repurchased such Defaulted

Mortgage Loan or REO Property prior to the execution of a binding contract of

sale with a third party in accordance with the terms hereof including the costs

related to contracting with the related Determination Party provided that the

foregoing procedure in this Section 3(f) shall not preclude such Seller from

repurchasing the Defaulted Mortgage Loan or REO Property prior to the execution

of a binding contract of sale with a third party in accordance with the other

provisions of this Section 3 (excluding this Section 3(f)). If the related

Determination Party determines that the sale of the related Defaulted Mortgage

Loan or REO Property is not in accordance with the Servicing Standards and the

provisions of the Pooling and Servicing Agreement with respect to the sale of

Defaulted Mortgage Loans and REO Properties and the Special Servicer

subsequently sells such Mortgage Loan or REO Property, then such Seller will not

be liable for any such difference (nor any cost of contracting with the

Determination Party).

 

            (g) Notwithstanding the foregoing, if there exists a Breach relating

to whether or not the Mortgage Loan documents or any particular Mortgage Loan

document requires the related Mortgagor to bear the costs and expenses

associated with any particular action or matter under such Mortgage Loan

document(s) with respect to matters described in Representations 23 and 43 of

Schedule I hereof, then the Purchaser shall direct the applicable Seller in

writing to wire transfer to the Master Servicer for deposit into the Certificate

Account, within 90 days of such Seller's receipt of such direction, the amount

of any such costs and expenses borne by the Purchaser, the Certificateholders,

the Master Servicer, the Special Servicer and the Trustee on their behalf that

are the basis of such Breach. Upon its making such deposit, such Seller shall be

deemed to have cured such Breach in all respects. Provided such payment is made

in full, this paragraph describes the sole remedy available to the Purchaser,

the Certificateholders, the Master Servicer, the Special Servicer and the

Trustee on their behalf regarding any such Breach and the Seller shall not be

obligated to repurchase the affected Mortgage Loan on account of such Breach or

otherwise cure such Breach.

 

            SECTION 4. Representations and Warranties of the Purchaser. In order

to induce the Sellers to enter into this Agreement, the Purchaser hereby

represents and warrants for the benefit of the Sellers as of the date hereof

that:

 

            (a) The Purchaser is a corporation duly organized, validly existing

and in good standing under the laws of the State of North Carolina. The

Purchaser has the full corporate power and authority and legal right to acquire

the Mortgage Loans from the Seller and to transfer the Mortgage Loans to the

Trustee.

 

            (b) This Agreement has been duly and validly authorized, executed

and delivered by the Purchaser, all requisite action by the Purchaser's

directors and officers has been taken in connection therewith, and (assuming the

due authorization, execution and delivery hereof by the Seller) this Agreement

constitutes the valid, legal and binding agreement of the Purchaser, enforceable

against the Purchaser in accordance with its terms, except as such enforcement

may be limited by (A) laws relating to bankruptcy, insolvency, reorganization,

receivership or moratorium, (B) other laws relating to or affecting the rights

of creditors generally, or (C) general equity principles (regardless of whether

such enforcement is considered in a proceeding in equity or at law).

 

            (c) Except as may be required under federal or state securities laws

(and which will be obtained on a timely basis), no consent, approval,

authorization or order of, registration or filing with, or notice to, any

governmental authority or court, is required, under federal or state law, for

the execution, delivery and performance by the Purchaser of or compliance by the

Purchaser with this Agreement, or the consummation by the Purchaser of any

transaction described in this Agreement.

 

            (d) None of the acquisition of the Mortgage Loans by the Purchaser,

the transfer of the Mortgage Loans to the Trustee, and the execution, delivery

or performance of this Agreement by the Purchaser, results or will result in the

creation or imposition of any lien on any of the Purchaser's assets or property,

or conflicts or will conflict with, results or will result in a breach of, or

constitutes or will constitute a default under (A) any term or provision of the

Purchaser's articles of association or bylaws, (B) any term or provision of any

material agreement, contract, instrument or indenture, to which the Purchaser is

a party or by which the Purchaser is bound, or (C) any law, rule, regulation,

order, judgment, writ, injunction or decree of any court or governmental

authority having jurisdiction over the Purchaser or its assets.

 

            (e) Under GAAP and for federal income tax purposes, the Purchaser

will report the transfer of the Mortgage Loans by the Seller 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 Aggregate Purchase Price.

 

            (f) There is no action, suit, proceeding or investigation pending or

to the knowledge of the Purchaser, threatened against the Purchaser in any court

or by or before any other governmental agency or instrumentality which would

materially and adversely affect the validity of this Agreement or any action

taken in connection with the obligations of the Purchaser contemplated herein,

or which would be likely to impair materially the ability of the Purchaser to

enter into and/or perform under the terms of this Agreement.

 

            (g) The Purchaser 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 governmental agency, which default might have consequences that

would materially and adversely affect the condition (financial or other) or

operations of the Purchaser or its properties or might have consequences that

would materially and adversely affect its performance hereunder.

 

            SECTION 5. Closing. The closing of the sale of the Mortgage Loans

(the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft

LLP, Charlotte, North Carolina on the Closing Date.

 

            The Closing shall be subject to each of the following conditions:

 

            (a) All of the representations and warranties of the Sellers set

forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of

the representations and warranties of the Purchaser set forth in Section 4 of

this Agreement shall be true and correct in all material respects as of the

Closing Date;

 

            (b) The Pooling and Servicing Agreement (to the extent it affects

the obligations of the Sellers hereunder) and all documents specified in Section

6 of this Agreement (the "Closing Documents"), in such forms as are agreed upon

and acceptable to the Purchaser, the Sellers, the Underwriters, the Initial

Purchaser and their respective counsel in their reasonable discretion, shall be

duly executed and delivered by all signatories as required pursuant to the

respective terms thereof;

 

            (c) The Sellers shall have delivered and released to the Trustee (or

a Custodian on its behalf) and the Master Servicer, respectively, all documents

represented to have been or required to be delivered to the Trustee and the

Master Servicer pursuant to Section 2 of this Agreement;

 

            (d) All other terms and conditions of this Agreement required to be

complied with on or before the Closing Date shall have been complied with in all

material respects and the Sellers shall have the ability to comply with all

terms and conditions and perform all duties and obligations required to be

complied with or performed after the Closing Date;

 

            (e) The Sellers shall have paid all fees and expenses payable by it

to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date;

and

 

            (f) The letters shall have been received from the independent

accounting firms KPMG LLP and Deloitte & Touche LLP in form satisfactory to the

Purchaser, relating to certain information regarding the Mortgage Loans and

Certificates as set forth in the Prospectus and Prospectus Supplement,

respectively.

 

            Each party hereto agrees to use its best efforts to perform its

respective obligations hereunder in a manner that will enable the Purchaser to

purchase the Mortgage Loans on the Closing Date.

 

            SECTION 6. Closing Documents. The Closing Documents shall consist of

the following:

 

            (a) This Agreement duly executed by the Purchaser and the Sellers;

 

            (b) A certificate of each Seller, executed by a duly authorized

officer of the Seller and dated the Closing Date, and upon which the Purchaser,

the Underwriters and the Initial Purchaser may rely, to the effect that: (i) the

representations and warranties of such Seller in this Agreement are true and

correct in all material respects at and as of the Closing Date with the same

effect as if made on such date; and (ii) such Seller has, in all material

respects, complied with all the agreements and satisfied all the conditions on

its part that are required under this Agreement to be performed or satisfied at

or prior to the Closing Date;

 

            (c) An officer's certificate from an officer of each Seller (signed

in his/her capacity as an officer), dated the Closing Date, and upon which the

Purchaser may rely, to the effect that each individual who, as an officer or

representative of such Seller, signed this Agreement or any other document or

certificate delivered on or before the Closing Date in connection with the

transactions contemplated herein, was at the respective times of such signing

and delivery, and is as of the Closing Date, duly elected or appointed,

qualified and acting as such officer or representative, and the signatures of

such persons appearing on such documents and certificates are their genuine

signatures;

 

            (d) An officer's certificate from an officer of each Seller (signed

in his/her capacity as an officer), dated the Closing Date, and upon which the

Purchaser, the Underwriters and the Initial Purchaser may rely, to the effect

that with respect to such Seller, the Mortgage Loans, the related Mortgagors and

the related Mortgaged Properties (i) such officer has carefully examined the

Specified Portions of the Prospectus Supplement and nothing has come to his

attention that would lead him to believe that the Specified Portions of the

Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the

Closing Date, included or include any untrue statement of a material fact

relating to the Mortgage Loans or omitted or omit to state therein a material

fact necessary in order to make the statements therein relating to the Mortgage

Loans, in light of the circumstances under which they were made, not misleading,

and (ii) such officer has examined the Specified Portions of the Memorandum and

nothing has come to his attention that would lead him to believe that the

Specified Portions of the Memorandum, as of the date thereof or as of the

Closing Date, included or include any untrue statement of a material fact

relating to the Mortgage Loans or omitted or omit to state therein a material

fact necessary in order to make the statements therein related to the Mortgage

Loans, in the light of the circumstances under which they were made, not

misleading. The "Specified Portions" of the Prospectus Supplement shall consist

of Annex A thereto, the diskette which accompanies the Prospectus Supplement

(insofar as such diskette is consistent with such Annex A) and the following

sections of the Prospectus Supplement (exclusive of any statements in such

sections that purport to summarize the servicing and administration provisions

of the Pooling and Servicing Agreement): "Summary of Prospectus Supplement--The

Parties--The Mortgage Loan Sellers," "Summary of Prospectus Supplement--The

Mortgage Loans," "Risk Factors--The Mortgage Loans," and "Description of the

Mortgage Pool--General," "--Mortgage Loan History," "--Certain Terms and

Conditions of the Mortgage Loans," "--Assessments of Property Condition,"

"--Additional Mortgage Loan Information," "--Twenty Largest Mortgage Loans,"

"--The Mortgage Loan Sellers," "--Underwriting Standards," "--Representations

and Warranties; Repurchases and Substitutions." and with respect to CWCapital

only, "--Co-Lender Loans." The "Specified Portions" of the Memorandum shall

consist of the Specified Portions of the Prospectus Supplement and the first and

second full paragraphs on page "iv" of the Memorandum.

 

            (e) The certificate of formation of each Seller, and an original or

copy of a certificate of good standing of CWCapital and CWCMSI issued by the

Commonwealth of Massachusetts and the State of Delaware, respectively, not

earlier than sixty (60) days prior to the Closing Date;

 

            (f) A written opinion of counsel for the Sellers (which opinion may

be from in-house counsel, outside counsel or a combination thereof), reasonably

satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the

Closing Date and addressed to the Purchaser, the Trustee, the Underwriters, the

Initial Purchaser and each of the Rating Agencies, together with such other

written opinions as may be required by the Rating Agencies; and

 

            (g) Such further certificates, opinions and documents as the

Purchaser may reasonably request.

 

            SECTION 7. Indemnification.

 

            (a) CWCapital shall indemnify and hold harmless the Purchaser, the

Underwriters, the Initial Purchaser, their respective officers and directors,

and each person, if any, who controls the Purchaser, any Underwriter or any

Initial Purchaser within the meaning of either Section 15 of the Securities Act

of 1933, as amended (the "1933 Act") or Section 20 of the Securities Exchange

Act of 1934, as amended (the "1934 Act"), against any and all losses, expenses

(including the reasonable fees and expenses of legal counsel), claims, damages

or liabilities, joint or several, to which they or any of them may become

subject under the 1933 Act, the 1934 Act or other federal or state statutory law

or regulation, at common law or otherwise, insofar as such losses, claims,

damages or liabilities (or actions in respect thereof) (i) arise out of or are

based upon any untrue statement or alleged untrue statement of a material fact

contained in (A) the Prospectus Supplement, the Preliminary Prospectus

Supplement, the Memorandum, the Diskette or, insofar as they are required to be

filed as part of the Registration Statement pursuant to the No-Action Letters,

any Computational Materials or ABS Term Sheets with respect to the Registered

Certificates, or in any revision or amendment of or supplement to any of the

foregoing, (B) any items similar to Computational Materials or ABS Term Sheets

forwarded by either Seller to the Initial Purchaser, or in any revision or

amendment of or supplement to any of the foregoing or (C) the summaries,

reports, documents and other written and computer materials and all other

information regarding the Mortgage Loans or the Sellers furnished by either

Seller for review by prospective investors (the items in (A), (B) and (C) above

being defined as the "Disclosure Material"), or (ii) arise out of or are based

upon the omission or alleged omission to state therein (in the case of

Computational Materials and ABS Term Sheets, when read in conjunction with the

Prospectus Supplement, in the case of items similar to Computational Materials

and ABS Term Sheets, when read in conjunction with the Memorandum, and in the

case of any summaries, reports, documents, written or computer materials, or

other information contemplated in clause (C) above, when read in conjunction

with the Memorandum) a material fact required to be stated therein or necessary

to make the statements therein, in the light of the circumstances under which

they were made, not misleading; but, with respect to the Disclosure Material

described in clauses (A) and (B) of the definition thereof, only if and to the

extent that (I) any such untrue statement or alleged untrue statement or

omission or alleged omission occurring in, or with respect to, such Disclosure

Material, arises out of or is based upon an untrue statement or omission with

respect to the Mortgage Loans, the related Mortgagors and/or the related

Mortgaged Properties contained in the Data File (it being herein acknowledged

that the Data File was and will be used to prepare the Prospectus Supplement and

the Preliminary Prospectus Supplement, including without limitation Annex A

thereto, the Memorandum, the Diskette, any Computational Materials and ABS Term

Sheets with respect to the Registered Certificates and any items similar to

Computational Materials and ABS Term Sheets forwarded to prospective investors

in the Non-Registered Certificates), (II) any such untrue statement or alleged

untrue statement or omission or alleged omission of a material fact occurring

in, or with respect to, such Disclosure Material, is with respect to, or arises

out of or is based upon an untrue statement or omission of a material fact with

respect to, the information regarding the Mortgage Loans, the related

Mortgagors, the related Mortgaged Properties and/or the Sellers set forth in the

Specified Portions of each of the Prospectus Supplement, the Preliminary

Prospectus Supplement and the Memorandum, (III) any such untrue statement or

alleged untrue statement or omission or alleged omission occurring in, or with

respect to, such Disclosure Material, arises out of or is based upon a breach of

the representations and warranties of either Seller set forth in or made

pursuant to Section 3 or (IV) any such untrue statement or alleged untrue

statement or omission or alleged omission occurring in, or with respect to, such

Disclosure Material, arises out of or is based upon any other written

information concerning the characteristics of the Mortgage Loans, the related

Mortgagors or the related Mortgaged Properties furnished to the Purchaser, the

Underwriters or the Initial Purchaser by either Seller; provided, that the

indemnification provided by this Section 7 shall not apply to the extent that

such untrue statement or omission of a material fact was made as a result of an

error in the manipulation of, or in any calculations based upon, or in any

aggregation of the information regarding the Mortgage Loans, the related

Mortgagors and/or the related Mortgaged Properties set forth in the Data File or

Annex A to the Prospectus Supplement or the Preliminary Prospectus Supplement to

the extent such information was not materially incorrect in the Data File or

such Annex A, as applicable, including without limitation the aggregation of

such information with comparable information relating to the Other Mortgage

Loans. Notwithstanding the foregoing, the indemnification provided in this

Section 7(a) shall not inure to the benefit of any Underwriter or Initial

Purchaser (or to the benefit of any person controlling such Underwriter or

Initial Purchaser) from whom the person asserting claims giving rise to any such

losses, claims, damages, expenses or liabilities purchased Certificates if (x)

the subject untrue statement or omission or alleged untrue statement or omission

made in any Disclosure Material (exclusive of the Prospectus or any corrected or

amended Prospectus or the Memorandum or any corrected or amended Memorandum) is

eliminated or remedied in the Prospectus or the Memorandum (in either case, as

corrected or amended, if applicable), as applicable, and (y) a copy of the

Prospectus or Memorandum (in either case, as corrected or amended, if

applicable), as applicable, shall not have been sent to such person at or prior

to the written confirmation of the sale of such Certificates to such person, and

(z) in the case of a corrected or amended Prospectus or Memorandum, such

Underwriter or Initial Purchaser received electronically or in writing notice of

such untrue statement or omission and updated information concerning the untrue

statement or omission at least one Business Day prior to the written

confirmation of such sale. CWCapital shall, subject to clause (c) below,

reimburse each such indemnified party, as incurred, for any legal or other

expenses reasonably incurred by them in connection with investigating or

defending any such loss, claim, damage, liability or action. This indemnity will

be in addition to any liability which CWCapital may otherwise have.

 

            (b) For purposes of this Agreement, "Registration Statement" shall

mean such registration statement No. 333-120922 filed by the Purchaser on Form

S-3, including without limitation exhibits thereto and information incorporated

therein by reference; "Base Prospectus" shall mean the prospectus dated August

11, 2005, as supplemented by the prospectus supplement dated August 11, 2005

(the "Prospectus Supplement" and, together with the Base Prospectus, the

"Prospectus") relating to the Registered Certificates, including all annexes

thereto; "Preliminary Prospectus Supplement" shall mean the prospectus

supplement dated July 28, 2005, relating to the Registered Certificates,

including all annexes thereto; "Memorandum" shall mean the private placement

memorandum dated August 11, 2005, relating to the Non-Registered Certificates,

including all exhibits thereto; "Registered Certificates" shall mean the Class

A-1, Class A-2, Class A-3SF, Class A-4, Class A-5, Class A-6A, Class A-6B, Class

A-PB, Class A-7, Class A-1A, Class A-MFL, Class A-MFX, Class A-J, Class B, Class

C and Class D Certificates; "Non-Registered Certificates" shall mean the

Certificates other than the Registered Certificates; "Computational Materials"

shall have the meaning assigned thereto in the no-action letter dated May 20,

1994 issued by the Division of Corporation Finance of the Securities and

Exchange Commission (the "Commission") to Kidder, Peabody Acceptance Corporation

I, Kidder, Peabody & Co. Incorporated, and Kidder Structured Asset Corporation

and the no-action letter dated May 27, 1994 issued by the Division of

Corporation Finance of the Commission to the Public Securities Association

(together, the "Kidder Letters"); "ABS Term Sheets" shall have the meaning

assigned thereto in the no-action letter dated February 17, 1995 issued by the

Division of Corporation Finance of the Commission to the Public Securities

Association (the "PSA Letter" and, together with the Kidder Letters, the

"No-Action Letters"); "Diskette" shall mean the diskette or compact disc

attached to each of the Prospectus and the Memorandum; and "Data File" shall

mean the compilation of information and data regarding the Mortgage Loans

covered by the Agreed Upon Procedures Letters dated August 23, 2005 and rendered

by KPMG LLP and Deloitte & Touche LLP (a "hard copy" of which Data File was

initialed on behalf of the Sellers and the Purchaser).

 

            (c) As promptly as reasonably practicable after receipt by any

person entitled to indemnification under this Section 7 (an "indemnified party")

of notice of the commencement of any action, such indemnified party will, if a

claim in respect thereof is to be made against the Seller (the "indemnifying

party") under this Section 7, notify the indemnifying party in writing of the

commencement thereof; but the omission so to notify the indemnifying party will

not relieve it from any liability that it may have to any indemnified party

under Section 7(a) (except to the extent that such omission has prejudiced the

indemnifying party in any material respect) or from any liability which it may

have otherwise than under this Section 7. In case any such action is brought

against any indemnified party and it notifies the indemnifying party of the

commencement thereof, the indemnifying party will be entitled to participate

therein, and to the extent that it may elect by written notice delivered to the

indemnified party promptly after receiving the aforesaid notice from such

indemnified party, to assume the defense thereof, with counsel selected by the

indemnifying party and reasonably satisfactory to such indemnified party;

provided, however, that if the defendants in any