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"WHEREAS, on September 25, 2008, the Office ofThrift Supervision closed WMB and
appointed the FDIC as receiver and the FDIC accepted the appointment; on the same day the
FDIC~Receiver sold certain ofWMB's assets and liabilities to JPMC pursuant to that certain
Purchase & Assumption Agreement among the FDIC~Receiver, FDIC~Corporate, and JPMC,
dated September 25,2008 (the "P&AAgreement''); "
WHEREAS, certain WMB Entities are parties to certain Governing Agreements, and
certain WMB Entities or JPMorgan Entities have, at times, acted as Servicer, Bond
Administ~ator, or Master Servicer for certain ofthe Trusts pursuant to certain ofthe Governing
Agreements;