Common use of TERMINATION 118 Clause in Contracts

TERMINATION 118. Section 9.01. Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans 118 Section 9.02. Additional Termination Requirements 120 Section 9.03. Trust Irrevocable 121 ARTICLE X Miscellaneous Provisions 121 Section 10.01. Amendment 121 Section 10.02. Recordation of Agreement 122 Section 10.03. Limitation on Rights of Certificateholders 122 Section 10.04. Access to List of Certificateholders 123 Section 10.05. Governing Law 124 Section 10.06. Notices 124 Section 10.07. Severability of Provisions 124 Section 10.08. Counterpart Signatures 124 Section 10.09. Benefits of Agreement 124 Section 10.10. Notices and Copies to Rating Agencies 124 Exhibit A Form of Certificates (other than Class R Certificates) Exhibit B Form of Class R Certificates Exhibit C Anti-Predatory Lending Categorization Exhibit D Mortgage Loan Schedule Exhibit E [Reserved] Exhibit F Form of Transferor Certificate For Junior Subordinate Certificates Exhibit G Form of Transferee’s Agreement For Junior Subordinate Certificates Exhibit H Form of Additional Matter Incorporated Into the Certificates Exhibit I Transferor Certificate Exhibit J Transferee Affidavit And Agreement Exhibit K [Reserved] Exhibit L Form of Investment Letter Exhibit M Form of Trustee’s Certification Pursuant to Section 2.07 Exhibit N Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(d) Exhibit O Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(g) This Pooling and Servicing Agreement, dated and effective as of April 1, 2005 (this “Agreement”), is executed by and among Washington Mutual Mortgage Securities Corp., as depositor (the “Company”), Washington Mutual Bank (known prior to April 4, 2005 as Washington Mutual Bank, FA), as Servicer (the “Servicer”), LaSalle Bank National Association, a national banking association with a corporate trust office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as Trustee (the “Trustee”), and Christiana Bank & Trust Company, as Delaware Trustee (the “Delaware Trustee”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I hereof.

TERMINATION 118. Section 9.01. 12.1 Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans 118 Section 9.02. Additional 12.2 Effect of Termination Requirements 119 Section 12.3 Return of Documentation and Confidentiality 120 Section 9.03. Trust Irrevocable 121 ARTICLE X Miscellaneous Provisions 13 INDEMNIFICATION; LIMITATIONS 121 Section 10.01. Amendment 13.1 Seller’s Indemnification Rights 121 Section 10.02. Recordation of Agreement 13.2 Purchaser’s Indemnification Rights 121 Section 13.3 Survival; Limitations 122 Section 10.03. 13.4 Exclusive Remedy and Certain Limitations 125 Section 13.5 Indemnification Actions 127 Section 13.6 Holdback Amount 130 Section 13.7 Express Negligence/Conspicuous Manner 131 ARTICLE 14 MISCELLANEOUS 132 Section 14.1 Notices 132 Section 14.2 Governing Law 133 Section 14.3 Arbitration 133 Section 14.4 Headings and Construction 135 Section 14.5 Waivers 135 Section 14.6 Severability 135 Section 14.7 Assignment 135 Section 14.8 Entire Agreement 136 Section 14.9 Amendment 136 Section 14.10 No Third-Person Beneficiaries 136 Section 14.11 Limitation on Damages 136 Section 14.12 Time of the Essence; Calculation of Time 137 Section 14.13 Non-Recourse Persons 137 Section 14.14 Relationship of Sellers; Sellers’ Representatives 138 Section 14.15 Certain Waivers 139 Section 14.16 Specific Performance 140 Section 14.17 Counterparts 140 Section 14.18 Guarantee 140 Exhibit A Assets Exhibit A-1 Leases Exhibit A-2 W▇▇▇▇ Exhibit A-3 Surface Rights and Rights of Certificateholders 122 Section 10.04. Access to List of Certificateholders 123 Section 10.05. Governing Law 124 Section 10.06. Notices 124 Section 10.07. Severability of Provisions 124 Section 10.08. Counterpart Signatures 124 Section 10.09. Benefits of Agreement 124 Section 10.10. Notices and Copies to Rating Agencies 124 Way Exhibit A Form of Certificates (other than Class R Certificates) A-4 Midstream Assets Exhibit B Form of Class R Certificates Assignment of Subject Securities Exhibit C Anti-Predatory Lending Categorization Form of Excluded Asset Assignment Exhibit D Mortgage Loan Schedule Illustration of Effective Time Working Capital and Unadjusted Purchase Price Adjustments Exhibit E Form of Excluded Asset JOA Exhibit F Form of AMI and Standstill Agreement Exhibit G [Reserved] Exhibit F Form of Transferor Certificate For Junior Subordinate Certificates Exhibit G Form of Transferee’s Agreement For Junior Subordinate Certificates Exhibit H Form of Additional Matter Incorporated Into the Certificates Assignment and Bill of Sale Exhibit H-1-NM Specified New Mexico Air Permits Exhibit H-1-TX Specified Texas Air Permits Exhibit H-2 Operating Affiliate Operator Assets Exhibit I Transferor Certificate Form of NMED Settlement Assignment, Ratification and Joinder Agreement Exhibit J Transferee Affidavit And Agreement Form of Letter in Lieu Exhibit K [Reserved] Form of Operator Resignation Letter Exhibit L Form of Investment Letter Exhibit M Form Termination and Release Agreement Schedule 1.1 Company H▇▇▇▇▇ Schedule 1.2 Excluded Assets Schedule 1.3 Knowledge Part A Sellers’ and Company’s Knowledge Part B Purchaser’s Knowledge Schedule 1.4 Lease Expirations Schedule 1.5 Pre-Closing Reorganization Schedule 1.6 Certain Intracompany Service Agreements Schedule 1.7 Specified Matters Schedule 2.8 Allocated Value Schedule 4.4 Seller Conflicts Schedule 5.1 Existence and Qualification Schedule 5.4 Company Conflicts Schedule 5.5 Capitalization Schedule 5.6 Financial Statements Schedule 5.7 Undisclosed Liabilities Schedule 5.8 Litigation Schedule 5.10 Taxes Schedule 5.12 Compliance with Laws Schedule 5.13(a) Material Contracts Schedule 5.13(b) Certain Material Contract Matters Schedule 5.14 Outstanding Capital Commitments Schedule 5.15 Preferential Rights Schedule 5.16 W▇▇▇▇ Schedule 5.17 Environmental Matters Schedule 5.18 Royalties Schedule 5.19 Imbalances Schedule 5.20 Advance Payments Schedule 5.21(a) Owned Real Property Schedule 5.21(b) Leased Real Property Schedule 5.21(c) Surface Rights and Rights of Trustee’s Certification Pursuant to Section 2.07 Exhibit N Officer’s Certificate With Respect to ERISA Way Schedule 5.23 Insurance Schedule 5.24 Indebtedness Schedule 5.25(a) Bank Accounts Schedule 5.25(b) Officers; Powers of Attorney Schedule 5.28 Absence of Certain Changes Schedule 5.30 Suspense Funds Schedule 5.31 Payout Balances Schedule 5.32 Credit Support Obligations Schedule 5.34 Lease Status Schedule 5.36 Punitive Consents Schedule 5.40 Certain Consents Schedule 8.2 Operation of Business of Company Group Schedule 8.2(e) Ordinary Course Development Plan Schedule 8.13 Seismic Licenses Schedule 8.17 Specified Leases Matters Pursuant to Section 5.01(dSchedule 10.2(i) Exhibit O Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(g) AMI and Standstill Agreement Individuals This Pooling and Servicing Agreement, dated and effective as of April 1, 2005 SECURITIES PURCHASE AGREEMENT (this “Agreement”) is dated as of June 12, 2024 (the “Execution Date”), is executed by and among Washington Mutual Mortgage Securities Corp.Ameredev II Parent, as depositor LLC, a Delaware limited liability company (“Ameredev Parent”), Ameredev Intermediate II, LLC, a Delaware limited liability company (“Ameredev Intermediate” and together with Ameredev Parent, each a “Seller” and collectively, “Sellers”), Ameredev Stateline II, LLC, a Delaware limited liability company (the “Company”), Washington Mutual Bank MRC Toro, LLC, a Delaware limited liability company (known prior to April 4, 2005 as Washington Mutual Bank, FA), as Servicer (the “ServicerPurchaser”), LaSalle Bank National Associationand, solely for purposes of ‎Section 14.18, MRC Energy Company, a national banking association Texas corporation (“Purchaser Parent”, and together with a corporate trust office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇Purchaser, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as Trustee (the “Trustee”), and Christiana Bank & Trust Company, as Delaware Trustee (the “Delaware TrusteePurchaser Parties”). Capitalized terms used in this Agreement Each Seller and not otherwise defined have each of Company, Purchaser and, solely for purposes of Section 14.18, Purchaser Parent are sometimes referred to individually as a “Party” and collectively as the meanings ascribed to such terms in Article I hereof“Parties”.

TERMINATION 118. Section 9.01. 9.01 Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans 118 Section 9.02. 9.02 Additional Termination Requirements 120 122 Section 9.03. 9.03 Trust Irrevocable 121 123 ARTICLE X Miscellaneous Provisions 121 123 Section 10.01. 10.01 Amendment 121 123 Section 10.02. 10.02 Recordation of Agreement 122 124 Section 10.03. 10.03 Limitation on Rights of Certificateholders 122 125 Section 10.04. 10.04 Access to List of Certificateholders 123 125 Section 10.05. 10.05 Governing Law 124 126 Section 10.06. 10.06 Notices 124 126 Section 10.07. 10.07 Compliance With Regulation AB 126 Section 10.08 Severability of Provisions 124 127 Section 10.08. 10.09 Counterpart Signatures 124 127 Section 10.09. 10.10 Benefits of Agreement 124 127 Section 10.10. 10.11 Notices and Copies to Rating Agencies 124 127 Section 10.12 Covenant Not to Place Trust Into Bankruptcy 128 Section 10.13 Covenant Not to Place Company Into Bankruptcy 128 Exhibit A Form of Certificates (other than Class R Certificates) Exhibit B Form of Class R Certificates Exhibit C Anti-Predatory Lending Categorization [Reserved] Exhibit D Mortgage Loan Schedule Exhibit E [Reserved] Exhibit F Form of Transferor Certificate For Junior Subordinate Certificates Exhibit G Form of Transferee’s Agreement For Junior Subordinate Certificates Exhibit H Form of Additional Matter Incorporated Into the Certificates Exhibit I Transferor Certificate Exhibit J Transferee Affidavit And Agreement Exhibit K [Reserved] Exhibit L Form of Investment Letter Exhibit M Form of Trustee’s Certification Pursuant to Section 2.07 Exhibit N Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(d) Exhibit O Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(g) This Pooling and Servicing Agreement, dated and effective as of April July 1, 2005 2006 (this “Agreement”), is executed by and among Washington Mutual Mortgage Securities WaMu Asset Acceptance Corp., as depositor (the “Company”), Washington Mutual Bank (known prior to April 4, 2005 as Washington Mutual Bank, FA), as Servicer (the “Servicer”), LaSalle Bank National Association, a national banking association with a corporate trust office at ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as Trustee (the “Trustee”), and Christiana Bank & Trust Company, as Delaware Trustee (the “Delaware Trustee”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I hereof.

TERMINATION 118. Section 9.01. Termination Upon Purchase by the Servicer or Liquidation of All Mortgage Loans 118 Section 9.02. Additional Termination Requirements 120 Section 9.03. Trust Irrevocable 121 ARTICLE X Miscellaneous Provisions 121 Section 10.01. Amendment 121 Section 10.02. Recordation of Agreement 122 Section 10.03. Limitation on Rights of Certificateholders 122 Section 10.04. Access to List of Certificateholders 123 Section 10.05. Governing Law 124 Section 10.06. Notices 124 Section 10.07. Severability of Provisions 124 Section 10.08. Counterpart Signatures 124 Section 10.09. Benefits of Agreement 124 Section 10.10. Notices APPENDIX A WORK LOCATIONS/Agencies with Corresponding AFSCME Local Unions and Copies to Rating Agencies 124 Exhibit A Form of Certificates (other than Class R Certificates) Exhibit B Form of Class R Certificates Exhibit C Anti-Predatory Lending Categorization Exhibit D Mortgage Loan Schedule Exhibit E [Reserved] Exhibit F Form of Transferor Certificate For Junior Subordinate Certificates Exhibit G Form of Transferee’s Agreement For Junior Subordinate Certificates Exhibit H Form of Additional Matter Incorporated Into the Certificates Exhibit I Transferor Certificate Exhibit J Transferee Affidavit And Agreement Exhibit K [Reserved] Exhibit L Form of Investment Letter Exhibit M Form of Trustee’s Certification Pursuant to Section 2.07 Exhibit N Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(d) Exhibit O Officer’s Certificate With Respect to ERISA Matters Pursuant to Section 5.01(g) This Pooling and Servicing Agreement, dated and effective as of April 1, 2005 (this “Agreement”), is executed by and among Washington Mutual Mortgage Securities Corp., as depositor (the “Company”), Washington Mutual Bank (known prior to April 4, 2005 as Washington Mutual Bank, FA), as Servicer (the “Servicer”), LaSalle Bank National Association, a national banking association with a corporate trust office at Chapters ▇▇▇ ▇▇▇▇▇▇▇▇ ▇ EYEGLASSES ▇▇▇ ▇▇▇▇▇▇▇▇ ▇ FLEXIBLE BENEFITS PLAN 123 APPENDIX D ITEMS DELEGATED TO SECONDARY NEGOTIATIONS 124 Appendix E-2 Health Insurance Benefit Chart 126 Appendix E-3 Dental Chart 133 Appendix E-4 Vision Chart 135 LETTER OF AGREEMENT #1 COMPENSATORY TIME 139 LETTER OF AGREEMENT #2 Article 16.I. Annual Leave Donation 140 LETTER OF AGREEMENT #3 Article 3 141 LETTER OF INTENT #1 142 LETTER OF UNDERSTANDING #1 DISABILITY MANAGEMENT ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ #▇ PERSONAL LEAVE DAY 145 LETTER OF UNDERSTANDING #3 ARTICLE 22 Section B 146 LETTER OF UNDERSTANDING #4 ARTICLE 22.V – LONGEVITY PAY 147 LETTER OF UNDERSTANDING #5 HUMAN RESOURCES MANAGEMENT NETWORK (HRMN) ▇▇▇ ▇▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇▇ #▇ BANKED LEAVE TIME 149 LETTER OF UNDERSTANDING #7 EXTRACURRICULAR RESPONSIBILITIES AT MSDB 150 LETTER OF UNDERSTANDING #8 ARTICLE 22 151 LETTER OF UNDERSTANDING #9 ARTICLE 15 SECTION H. COMPENSATORY TIME 153 LETTER OF UNDERSTANDING #10 ARTICLE 19 SECTION C. TRAINING .154 LETTER OF UNDERSTANDING #11 CONTRACT EXTENSION 155 LETTER OF UNDERSTANDING #12 Joint Healthcare Committee 156 LETTER OF UNDERSTANDING #13 Article 4, Union Dues 158 LETTER OF UNDERSTANDING #14 Attendance Incentive Pilot 159 LETTER OF UNDERSTANDING #15 Other Eligible Adult Individual-Health Insurance Article 22 160 LETTER OF UNDERSTANDING #18 161 LETTER OF UNDERSTANDING #19 162 LETTER OF UNDERSTANDING #20 Dental and Vision Insurance Coverage for Adult Children under Age 26 163 Letter of Understanding #21 164 Letter of Understanding #22 Article 23 Drug and Alcohol Testing 165 Letter of Understanding #23 Paid Parental Leave 166 For the Employer: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇, ▇Acting Director Office of the State Employer ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as Trustee (Chief Negotiator Office of the “Trustee”), and Christiana Bank & Trust Company, as Delaware Trustee (the “Delaware Trustee”). Capitalized terms used in this Agreement and not otherwise defined have the meanings ascribed to such terms in Article I hereof.State Employer Bargaining Team: