Common use of Closing Documents Clause in Contracts

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (gf) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (ih) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (ih) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The On the related Closing Documents Date, the Seller shall consist of deliver to the followingPurchaser's attorneys in escrow fully executed originals of: (a) This this Agreement and the ▇▇▇▇ of Sale duly (to be executed and delivered by only for the Purchaser and the Mortgage Loan Sellerinitial Closing Date); (b) An officer’s certificate substantially in the form of Exhibit E heretorelated Purchase Price and Terms Agreement, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofin four (4) counterparts; (c) A certificate of good standing regarding with respect to the Mortgage Loan Sellerinitial Closing Date, the Custodial Agreement, dated not earlier than 30 days prior to as of the Closing initial Cut-off Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed with respect to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the initial Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change a Custodial Account Certification in the financial condition of form attached as Exhibit 4 hereto or a Custodial Account Letter Agreement in the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyform attached as Exhibit 5 hereto; (e) Powers with respect to the initial Closing Date, an Escrow Account Certification in the form attached as Exhibit 6 hereto or an Escrow Account Letter Agreement in the form attached as Exhibit 7 hereto; (f) the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, one copy to be attached to the Custodian's counterpart of Attorney of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan SellerSchedule thereto; (g) with respect to the initial Closing Date, each an Officer's Certificate, in the form of Exhibit C hereto10 hereto with respect to the Seller, for including all attachments thereto and with respect to subsequent Closing Dates, an Officer's Certificate upon request of the Master Servicer and the Special Servicer, respectively;Purchaser; and (fh) Written opinions with respect to the initial Closing Date, an Opinion of counsel Counsel of the Seller (which who may include opinions be an employee of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller), in the form reasonably acceptable of Exhibit 11 hereto and with respect to counsel for subsequent Closing Dates, an Opinion of Counsel of the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for upon request of the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate with respect to the initial Closing Date, an Opinion of Counsel of the senior executive officer Custodian (who may be an employee of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage LoansCustodian), in the form and substance acceptable of an exhibit to the Purchaser and Custodial Agreement, if required; (j) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loan Seller Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k) a “Mortgage Loan Seller CEO Certification”) and dated as certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the date Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance; (m) Assignment and Conveyance Agreement in the form of the Preliminary ProspectusExhibit 14 hereto, and including all exhibits thereto; (iin) a Mortgage Loan Seller CEO Certification dated Custodian's Certification, as of required under the date of Custodial Agreement, in the Final Prospectusform attached to the Custodial Agreement; and (io) Such further certificates, opinions and documents as a MERS Report reflecting the Purchaser may reasonably requestas Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss of the closing documents until such time as they are received by the Purchaser or its attorneys.

Closing Documents. The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the followingfollowing documents: (a1) This this Agreement and the ▇▇▇▇ of Sale duly (to be executed and delivered by only for the Purchaser initial Closing Date); (2) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (3) the related Mortgage Loan Schedule (one copy to be attached to the Custodian's counterpart of the Custodial Agreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan SellerSchedule thereto); (b4) An officer’s certificate substantially a Custodian's Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; (5) with respect to the initial Closing Date, an Officer's Certificate, in the form of Exhibit C hereto with respect to each of the Sellers, including all attachments thereto; with respect to subsequent Closing Dates, an Officer's Certificate upon request of the Purchaser; (6) with respect to the initial Closing Date, an Opinion of Counsel of the Custodian (who may be an employee of the Custodian), in the form of an exhibit to the Custodial Agreement(s); (7) a Security Release Certification, in the form of Exhibit E heretoor F, as applicable, hereto executed by the Secretary or an attesting secretary of the Mortgage Loan Sellerany person, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied requested by the Mortgage Loan Seller at or prior to the Closing DatePurchaser, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer if any of the Mortgage Loans pursuant have at any time been subject to this Agreementany security interest, pledge or hypothecation for the benefit of such person; (8) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any material adverse change in the financial condition of the Mortgage Loan SellerLoans were acquired by either Seller by merger or acquired or originated by either Seller while conducting business under a name other than its present name, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyif applicable; (e9) Powers of Attorney of the Mortgage Loan Seller, each Assignment and Conveyance Agreement in the form of Exhibit C G hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectusall exhibits thereto; and (i10) Such further certificateswith respect to the initial Closing Date, opinions the Underwriting Guidelines to be attached hereto as Exhibit H and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance. The Sellers shall bear the risk of loss of the closing documents until such time as they are received by the Purchaser may reasonably requestor its attorneys.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, substantially in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller set forth in Exhibit G hereto (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (ih) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed on Schedule D-1 to Exhibit D to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, substantially in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller set forth in Exhibit G hereto (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification Certification, dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (gf) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (ig) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the followingfollowing documents: 1. this Agreement (a) This Agreement and the ▇▇▇▇ of Sale duly to be executed and delivered by only for the Purchaser initial Closing Date); 2. with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; 3. the related Mortgage Loan Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial Agreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan SellerSchedule thereto); 4. a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; 5. with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit C hereto with respect to each of the Seller, including all attachments thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; 6. with respect to the initial Closing Date, an Opinion of Counsel of the Seller (b) An officer’s certificate substantially who may be an employee of the Seller), generally in the form of Exhibit D hereto (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; 7. with respect to the initial Closing Date, an Opinion of Counsel of the Custodian (who may be an employee of the Custodian), in the form of an exhibit to the Custodial Agreement(s); 8. a Security Release Certification, in the form of Exhibit E heretoor F, as applicable, hereto executed by the Secretary or an attesting secretary of the Mortgage Loan Sellerany person, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied requested by the Mortgage Loan Seller at or prior to the Closing DatePurchaser, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer if any of the Mortgage Loans pursuant have at any time been subject to this Agreementany security interest, pledge or hypothecation for the benefit of such person; 9. a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any material adverse change in the financial condition of the Mortgage Loan SellerLoans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, executed by an executive officer of if applicable; 10. with respect to the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the initial Closing Date, upon which the Purchaser Underwriting Guidelines to be attached hereto as Exhibit G and with respect to each subsequent Closing Date, the Principals may relyUnderwriting Guidelines to be attached to the related Assignment and Conveyance; (e) Powers of Attorney of the Mortgage Loan Seller, each 11. Assignment and Conveyance Agreement in the form of Exhibit C H hereto, for the Master Servicer and the Special Servicer, respectively;all exhibits thereto; and (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or 12. a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for MERS Report reflecting the Purchaser as Investor, the Custodian as custodian and subject to no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss of the closing documents until such reasonable assumptions and qualifications time as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged they are received by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestits attorneys.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and On or before the ▇▇▇▇ Initial Closing Date, the Seller shall submit to the Initial Purchaser fully executed originals of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Sellerfollowing documents: 1. this Agreement, in four counterparts; (b) An officer’s certificate substantially 2. the Custodial Agreement, in six counterparts; 3. a Custodial Account Letter Agreement in the form attached as Exhibit 7 hereto; 4. as Escrow Account Letter Agreement in the form attached as Exhibit 8 hereto; 5. an Officer's Certificate, in the form of Exhibit E 1 hereto, executed by including all attachments thereto; 6. an Opinion of Counsel to the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C 2 hereto, for ; and 7. the Master Servicer and the Special Servicer, respectively;Seller's Underwriting Guidelines. (fb) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the following documents: 1. the related Confirmation; 2. the related Mortgage Loan SellerSchedule, in form reasonably acceptable one copy to counsel for be attached hereto and one copy to be attached to the Purchaser and subject to such reasonable assumptions and qualifications Custodian's counterpart of the Custodial Agreement, as may be requested by counsel for the Mortgage Loan Seller Schedule thereto; 3. a Custodian's Trust Receipt and Initial Certification, as required under the Custodial Agreement, in a form acceptable to counsel for the Initial Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans4. an Officer's Certificate, in the form and substance acceptable of Exhibit 1 hereto, including all attachments thereto; 5. if requested by the Initial Purchaser, an Opinion of Counsel to the Purchaser and Seller, in the form of Exhibit 2 hereto; 6. a Security Release Certification, in the form of Exhibit 3 hereto executed by any Person, as requested by the Initial Purchaser, if any of the Mortgage Loan Seller (Loans has at any time been subject to any security interest, pledge or hypothecation for the benefit of such Person; 7. a “Mortgage Loan Seller CEO Certification”) and dated as certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the date Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; 8. an Assignment and Conveyance in the form of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final ProspectusExhibit 4 hereto; and (i) Such further certificates9. in the event that the Seller’s Underwriting Guidelines have been modified following delivery to the Initial Purchaser, opinions and documents as the Purchaser may reasonably requestan updated copy of such Underwriting Guidelines.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and On or before the ▇▇▇▇ Initial Closing Date, the Seller shall submit to the Initial Purchaser fully executed originals of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Sellerfollowing documents: 1. this Agreement, in four counterparts; (b) An officer2. a Custodial Account Letter Agreement in the form attached as Exhibit 6 hereto; 3. as Escrow Account Letter Agreement in the form attached as Exhibit 7 hereto; 4. an Officer’s certificate substantially Certificate, in the form of Exhibit E 1 hereto, executed by including all attachments thereto; 5. an Opinion of Counsel to the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C 2 hereto, for ; and 6. the Master Servicer and the Special Servicer, respectively;Seller’s Underwriting Guidelines. (fb) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) The Closing Documents for the Mortgage Loan Seller, in form reasonably acceptable Loans to counsel for be purchased on each Closing Date shall consist of fully executed originals of the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for following documents: 1. the related Confirmation; 2. the related Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the PrincipalsSchedule; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans3. an Officer’s Certificate, in the form and substance acceptable of Exhibit 1 hereto, including all attachments thereto; 4. if requested by the Initial Purchaser, an Opinion of Counsel to the Purchaser and Seller, in the form of Exhibit 2 hereto; 5. a Security Release Certification, in the form of Exhibit 3 hereto executed by any Person, as requested by the Initial Purchaser, if any of the Mortgage Loan Seller (Loans has at any time been subject to any security interest, pledge or hypothecation for the benefit of such Person; 6. a “Mortgage Loan Seller CEO Certification”) and dated as certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the date of Mortgage Loans were acquired by the Preliminary ProspectusSeller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectusif applicable; and 7. an Assignment and Conveyance in the form of Exhibit 4 hereto. (ic) Such further certificatesIn addition, opinions and documents as to the extent that the Underwriting Guidelines are modified, amended or supplemented at any time following the Initial Closing Date, the Seller shall notify the Purchaser may reasonably requestof such change and provide the Purchaser a copy in both electronic and hard copy of such modification, amendment or supplement no later than five (5) Business Days following the effective date of such modification, amendment or supplement.

Closing Documents. The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the followingfollowing documents: 1. this Agreement (a) This Agreement and the ▇▇▇▇ of Sale duly to be executed and delivered only for the initial Closing Date); 2. with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; 3. the related Mortgage Loan Schedule, segregated by Mortgage Loan Package (one copy to be attached to the Purchaser Custodian’s counterpart of the Custodial Agreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan SellerSchedule thereto); 4. a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; 5. with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit C hereto with respect to the Seller, including all attachments thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; 6. with respect to the initial Closing Date, an Opinion of Counsel of the Seller (b) An officer’s certificate substantially who may be an employee of the Seller), generally in the form of Exhibit D hereto (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; 7. with respect to the initial Closing Date, an Opinion of Counsel of the Custodian (who may be an employee of the Custodian), in the form of an exhibit to the Custodial Agreement(s), if required; 8. a Security Release Certification, in the form of Exhibit E heretoor F, as applicable, hereto executed by the Secretary or an attesting secretary of the Mortgage Loan Sellerany person, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied requested by the Mortgage Loan Seller at or prior to the Closing DatePurchaser, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer if any of the Mortgage Loans pursuant have at any time been subject to this Agreementany security interest, pledge or hypothecation for the benefit of such person; 9. a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any material adverse change in the financial condition of the Mortgage Loan SellerLoans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, executed by an executive officer of if applicable; 10. with respect to the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the initial Closing Date, upon which the Purchaser Underwriting Guidelines to be attached hereto as Exhibit G and with respect to each subsequent Closing Date, the Principals may relyUnderwriting Guidelines to be attached to the related Assignment and Conveyance; (e) Powers of Attorney of the Mortgage Loan Seller, each 11. Assignment and Conveyance Agreement in the form of Exhibit C H hereto, for the Master Servicer and the Special Servicer, respectively;all exhibits thereto; and (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or 12. a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for MERS Report reflecting the Purchaser as Investor, the Custodian as custodian and subject to such reasonable assumptions and qualifications no Person as may be requested by counsel Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated risk of loss of the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged Documents until such time as they are received by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestits attorneys.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed on Schedule D-1 to Exhibit D to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (ih) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the followingfollowing documents: 1. this Agreement (a) This Agreement and the ▇▇▇▇ of Sale duly to be executed and delivered by only for the Purchaser initial Closing Date); 2. the related Mortgage Loan Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial Agreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan SellerSchedule thereto); 3. a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; 4. with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit C hereto with respect to each of the Seller and the Originator, including all attachments thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; 5. with respect to the initial Closing Date, an Opinion of Counsel of the Seller (b) An officer’s certificate substantially who may be an employee of the Seller), in the form of Exhibit D hereto (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; 6. with respect to the initial Closing Date, an Opinion of Counsel of the Custodian (who may be an employee of the Custodian), in the form of an exhibit to the Custodial Agreement; 7. a Security Release Certification, in the form of Exhibit E heretoor F, as applicable, hereto executed by the Secretary or an attesting secretary of the Mortgage Loan Sellerany person, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied requested by the Mortgage Loan Seller at or prior to the Closing DatePurchaser, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer if any of the Mortgage Loans pursuant have at any time been subject to this Agreementany security interest, pledge or hypothecation for the benefit of such person; 8. a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any material adverse change in the financial condition of the Mortgage Loan SellerLoans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, executed by an executive officer of if applicable; 9. with respect to the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the initial Closing Date, upon which the Purchaser Underwriting Guidelines to be attached hereto as Exhibit G; and 10. Assignment and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each Conveyance Agreement in the form of Exhibit C H hereto, for and all exhibits thereto. The Seller shall bear the Master Servicer and risk of loss of the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to closing documents until such reasonable assumptions and qualifications time as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged they are received by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestits attorneys.

Closing Documents. The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the followingfollowing documents: 1. this Agreement (a) This Agreement and the ▇▇▇▇ of Sale duly to be executed and delivered by only for the Purchaser initial Closing Date); 2. with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; 3. the related Mortgage Loan Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial Agreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan SellerSchedule thereto); 4. a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; 5. with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit C hereto with respect to each of the Seller, including all attachments thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; 6. with respect to the initial Closing Date, an Opinion of Counsel of the Seller (b) An officer’s certificate substantially who may be an employee of the Seller), in the form of Exhibit D hereto (“Opinion of Counsel of the Seller”); 7. a Security Release Certification, in the form of Exhibit E heretoor F, as applicable, hereto executed by the Secretary or an attesting secretary of the Mortgage Loan Sellerany person, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied requested by the Mortgage Loan Seller at or prior to the Closing DatePurchaser, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer if any of the Mortgage Loans pursuant have at any time been subject to this Agreementany security interest, pledge or hypothecation for the benefit of such person; 8. a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any material adverse change in the financial condition of the Mortgage Loan SellerLoans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, executed by an executive officer of if applicable; 9. with respect to the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the initial Closing Date, upon which the Purchaser Underwriting Guidelines to be attached hereto as Exhibit G and with respect to each subsequent Closing Date, the Principals may relyUnderwriting Guidelines to be attached to the related Assignment and Conveyance; (e) Powers of Attorney of the Mortgage Loan Seller, each 10. Assignment and Conveyance Agreement in the form of Exhibit C H hereto, for the Master Servicer and the Special Servicer, respectively;all exhibits thereto; and (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or 11. a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for MERS Report reflecting the Purchaser as Investor, the Custodian as custodian and subject to no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss of the closing documents until such reasonable assumptions and qualifications time as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged they are received by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestits attorneys.

Closing Documents. The a. On the Closing Documents Date, Purchaser shall consist deliver to Seller an executed closing statement, the balance of the following:Purchase Price, and such other documents as may be reasonably required in order to consummate the transaction as set forth in this Agreement. b. On the Closing Date, Seller shall deliver to Purchaser possession of the Property; the Deed (ain the form of Exhibit E attached hereto) This Agreement subject to the Permitted Exceptions; a quitclaim deed conveying all of Seller's right, title and interest, if any, in and to any strips, gores, hiatuses and/or other property discrepancies reflected on the Survey which are not included within the legal description of the Property; an assignment of any termite bond that Seller has, provided such bond is assignable; an inventory of the Personal Property and a Bill of Sale for the same (in th▇ ▇▇rm of Exhibit F attached hereto); an executed closing statement; an executed assignment and assumption of all service contracts to be assumed by Purchaser (in the form of Exhibit G attached hereto); an executed assignment and assumption of all leases and security deposits (in the form of Exhibit H attached hereto); updated rent roll (to be delivered two days prior to the Closing Date); a notice to the tenants of the transfer of title and the ▇▇▇▇ assumption by Purchaser of Sale duly executed and delivered by the Purchaser landlord's obligations under the leases and the Mortgage Loan obligation to refund the security deposits (in the form of Exhibit I attached hereto); a non-foreign affidavit (in the form of Exhibit J attached hereto); an affidavit (in the form of Exhibit L attached hereto) stating Purchaser's right to audit Seller; 's books and records relating to the Property, at Purchaser's expense, at a time reasonably convenient to Seller, but before March 31, 1996, if Purchaser is required to submit to the Securities and Exchange Commission or any other regulatory body; an executed assignment of intangible property (b) An officer’s in the form of Exhibit M attached hereto); an executed certificate as to representations and warranties (in the form of Exhibit P attached hereto); an opinion letter from the in-house counsel of The Balcor Company substantially in the form of Exhibit E Q attached hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, ; and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational such other documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged required by the Purchaser Title Insurer in connection with order to consummate the issuance of the Certificates, each of which shall include the Purchaser and the Principals transaction as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, set forth in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestthis Agreement.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan SellerSeller and BCHI; (b) An officer’s certificate from the Mortgage Loan Seller and BCHI, each substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan SellerSeller or BCHI, respectively, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s or BCHI’s respective organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding each of the Mortgage Loan SellerSeller and BCHI, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of each of the Mortgage Loan Seller and BCHI in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) each of the Mortgage Loan Seller and BCHI has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller or BCHI at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan SellerSeller or BCHI, executed by an executive officer of the Mortgage Loan SellerSeller and BCHI, on the Mortgage Loan Seller’s or BCHI’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan SellerSeller and BCHI, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and BCHI and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (gf) Any other opinions of counsel for the Mortgage Loan Seller and BCHI reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (ih) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the followingfollowing documents: (a1) This this Agreement and the ▇▇▇▇ of Sale duly (to be executed and delivered by only for the Purchaser initial Closing Date); (2) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (3) the related Mortgage Loan Schedule (one copy to be attached to the Custodian's counterpart of the Custodial Agreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan SellerSchedule thereto); (b4) An officer’s certificate substantially a Custodian's Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; (5) with respect to the initial Closing Date, an Officer's Certificate, in the form of Exhibit C hereto with respect to the Seller, including all attachments thereto; with respect to subsequent Closing Dates, an Officer's Certificate upon request of the Purchaser; (6) with respect to the initial Closing Date, an Opinion of Counsel of the Custodian (who may be an employee of the Custodian), in the form of an exhibit to the Custodial Agreement(s); (7) a Security Release Certification, in the form of Exhibit E heretoor F, as applicable, hereto executed by the Secretary or an attesting secretary of the Mortgage Loan Sellerany person, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied requested by the Mortgage Loan Seller at or prior to the Closing DatePurchaser, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer if any of the Mortgage Loans pursuant have at any time been subject to this Agreementany security interest, pledge or hypothecation for the benefit of such person; (8) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any material adverse change in the financial condition of the Mortgage Loan SellerLoans were acquired by either Seller by merger or acquired or originated by either Seller while conducting business under a name other than its present name, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyif applicable; (e9) Powers of Attorney of the Mortgage Loan Seller, each Assignment and Conveyance Agreement in the form of Exhibit C G hereto, for the Master Servicer and the Special Servicer, respectivelyall exhibits thereto; (f10) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed with respect to the Purchaser initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit H and with respect to each subsequent Closing Date, the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable Underwriting Guidelines to be attached to the Purchaser related Assignment and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final ProspectusConveyance; and (i11) Such further certificates, opinions and documents as a MERS Report reflecting the Purchaser may reasonably requestas Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss of the closing documents until such time as they are received by the Purchaser or its attorneys.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (gf) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (g) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the followingfollowing documents: 1. this Agreement (a) This Agreement and the ▇▇▇▇ of Sale duly to be executed and delivered by only for the Purchaser initial Closing Date); 2. with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; 3. the related Mortgage Loan Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial Agreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan SellerSchedule thereto); (b) An officer4. a Custodian’s certificate substantially Certification, as required under the Custodial Agreement, in the form of Exhibit E hereto, executed by 2 to the Secretary or an attesting secretary of Custodial Agreement; 5. with respect to the Mortgage Loan Seller, and dated the initial Closing Date, and upon which the Purchaser and the Principals may relyan Officer’s Certificate, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C heretohereto with respect to the Seller, for including all attachments thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Master Servicer and the Special Servicer, respectivelyPurchaser; 6. with respect to the initial Closing Date, an Opinion of Counsel of the Seller (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as who may be requested by counsel for an employee of the Mortgage Loan Seller), generally in the form of Exhibit D hereto (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller and acceptable to counsel for upon request of the Purchaser, dated the Closing Date and addressed ; 7. with respect to the Purchaser and the Principals; (g) Any other opinions initial Closing Date, an Opinion of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance Counsel of the Certificates, each of which shall include the Purchaser and the Principals as addressees; Custodian (i) A certificate who may be an employee of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage LoansCustodian), in the form and substance acceptable of an exhibit to the Purchaser and Custodial Agreement(s), if required; 8. a security release certification, executed by any person, as requested by the Purchaser, if any of the Mortgage Loan Seller (Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; 9. a “Mortgage Loan Seller CEO Certification”) and dated as certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the date Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; 10. with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit G and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance; 11. Assignment and Conveyance Agreement in the form of the Preliminary ProspectusExhibit H hereto, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectusall exhibits thereto; and (i) Such further certificates, opinions and documents as 12. a MERS Report reflecting the Purchaser may reasonably requestas Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss of the closing documents until such time as they are received by the Purchaser or its attorneys.

Closing Documents. The Closing Documents Company shall consist have delivered to the Purchasers all of the followingfollowing documents: (a) This Agreement an Officer's Certificate of the Company, dated the date of the Closing, stating that (i) the conditions specified in SECTION 2 have been fully satisfied; (ii) since December 31, 1997 there has been no Materially Adverse Effect or event, development, circumstance or other matter which may impose any materially adverse condition upon the consummation of the financing contemplated hereby and (iii) such Person has delivered to the ▇▇▇▇ Purchasers at least one day prior to the Closing all environmental reviews and audits with respect to all of Sale duly executed the real estate and delivered by the Purchaser and the Mortgage Loan Sellerbusinesses of such entity; (b) An officer’s certificate substantially copies of the resolutions duly adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement, the issuance of the Securities, the Share Purchase Option Agreement, the ▇▇▇▇▇▇▇▇ Purchase Agreement, the ▇▇▇▇▇▇▇▇ Side Letter, the Stockholders Agreement, the Registration Agreement and each of the other agreements contemplated hereby or thereby to which the Company is a party, the reservation of 1,197,194 shares of Common Stock for issuance upon exercise of the Warrants, and the filing of the Certificates of Designation contemplated by SECTION 2E above accompanied by an Officer's Certificate of the Company certifying that the same are in full force and effect without modification or amendment, accompanied by a certification of the incumbency of each individual executing any agreement or document contemplated hereby in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary name of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofCompany; (c) A copies of the Articles of Incorporation and bylaws of the Company as in effect as of the Closing, certified by an officer of the Company together with a certificate of good standing regarding status or similar evidence from the Mortgage Loan SellerState of Texas and each jurisdiction in which the Company is then qualified to do business as a foreign corporation or in which the ownership of its assets or the conduct of its business would reasonably require it to so qualify, in each case dated not earlier than 30 days a recent date prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to copies of all third party and governmental consents, approvals and filings required in connection with the Purchaser in writing, the representations and warranties consummation of the Mortgage Loan Seller in or made pursuant to Section 4(a) transactions contemplated hereunder (including all environmental disclosures, blue sky filings and Section 4(b) waivers of this Agreement are true preemptive rights and correct in all material respects at and as rights of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyfirst refusal); (e) Powers of Attorney copies of the Mortgage Loan SellerAgreement and the Share Purchase Option Agreements, each as in effect at the form Closing, in each case certified by an officer of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectivelyCompany; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser Stockholders Agreement and the PrincipalsRegistration Agreement, executed by the Company; (g) Any other opinions evidence satisfactory to the Purchasers of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged payment in full of all Indebtedness and related obligations owing or owed by the Purchaser in connection Company (other than pursuant to the Loan Agreement and the Notes), the entire amount of which will be paid contemporaneously with the issuance Closing; (h) evidence of insurance coverage regarding the CertificatesCompany reasonably satisfactory in terms, each of which shall include amount and scope and provided by insurers all reasonably satisfactory to the Purchaser and the Principals as addresseesPurchasers; (i) A certificate the audited consolidated balance sheet of the senior executive officer Company as of December 31, 1997 and December 31, 1996 and the related consolidated and consolidating statements of earnings and cash flows as of and for the Fiscal Years then ended; (j) for each Purchaser which is an SBIC, duly completed and executed ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇, ▇▇▇ ▇▇▇▇ (▇▇▇▇ ▇) together with a five-year business plan showing the Company's financial projections (including balance sheets and income and cash flows statements) for each five-year period and a written statement from the Company regarding its intended use of the Mortgage Loan Seller or proceeds from the representative financing; (k) the STOCKHOLDERS SCHEDULE, which shall include a list of each of the Mortgage Loan Seller directly responsible for following after giving effect to the underwriting, origination and/or sale transactions contemplated by this Agreement: (a) the name of each of the Mortgage LoansCompany's directors, in (b) the form name and substance acceptable to title of each of the Purchaser Company's officers, (c) a list from the Company's transfer agent setting forth the name of each record holder of the Company's Common Stock and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated number of shares held by such holder as of the record date of the Preliminary ProspectusMay 23, 1998 shareholders meeting and (iid) a Mortgage Loan Seller CEO Certification dated as the name of each of the date Company's other stockholders setting forth the number and class of the Final Prospectusshares held; and (il) Such further certificatessuch other documents relating to the transactions contemplated by this Agreement as either the BA Purchasers or ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, opinions and documents as special counsel to the Purchaser Purchasers, may reasonably request.

Closing Documents. The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the followingfollowing documents: (a1) This this Agreement and the ▇▇▇▇ of Sale duly (to be executed and delivered by only for the Purchaser and the Mortgage Loan Sellerinitial Closing Date); (b2) An officer’s certificate substantially the related Mortgage Loan Schedule; (3) a Custodian's Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; (4) with respect to the initial Closing Date, an Officer's Certificate, in the form of Exhibit C hereto with respect to each of the Seller, including all attachments thereto; with respect to subsequent Closing Dates, an Officer's Certificate upon request of the Purchaser; (5) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), in the form of Exhibit D hereto ("Opinion of Counsel of the Seller"); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (6) a Security Release Certification, in the form of Exhibit E heretoor F, as applicable, hereto executed by the Secretary or an attesting secretary of the Mortgage Loan Sellerany person, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied requested by the Mortgage Loan Seller at or prior to the Closing DatePurchaser, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer if any of the Mortgage Loans pursuant have at any time been subject to this Agreementany security interest, pledge or hypothecation for the benefit of such person; (7) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any material adverse change in the financial condition of the Mortgage Loan SellerLoans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyif applicable; (e) Powers of Attorney of the Mortgage Loan Seller, each 8) Assignment and Conveyance Agreement in the form of Exhibit C G hereto, for the Master Servicer and the Special Servicer, respectivelyall exhibits thereto; (f9) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed with respect to the Purchaser initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit H and with respect to each subsequent Closing Date, the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable Underwriting Guidelines to be attached to the Purchaser related Assignment and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final ProspectusConveyance; and (i10) Such further certificates, opinions and documents as a MERS Report reflecting the Purchaser may reasonably requestas Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss of the closing documents until such time as they are received by the Purchaser or its attorneys.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Purchaser and the Principals may rely; (d) A certificate of good standing from the Comptroller of the Currency regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, substantially in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller set forth in Exhibit G hereto (a “Mortgage Loan Seller CEO Sub-Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Sub-Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the followingfollowing documents: 1. this Agreement (a) This Agreement and the ▇▇▇▇ of Sale duly to be executed and delivered by only for the Purchaser initial Closing Date); 2. with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; 3. the related Mortgage Loan Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial Agreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan SellerSchedule thereto); 4. a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; 5. with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit C hereto with respect to the Seller, including all attachments thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; 6. with respect to the initial Closing Date, an Opinion of Counsel of the Seller (b) An officer’s certificate substantially who may be an employee of the Seller), generally in the form of Exhibit D hereto (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; 7. with respect to the initial Closing Date, an Opinion of Counsel of the Custodian (who may be an employee of the Custodian), in the form of an exhibit to the Custodial Agreement(s), if required; 8. a Security Release Certification, in the form of Exhibit E heretoor F, as applicable, hereto executed by the Secretary or an attesting secretary of the Mortgage Loan Sellerany person, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied requested by the Mortgage Loan Seller at or prior to the Closing DatePurchaser, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer if any of the Mortgage Loans pursuant have at any time been subject to this Agreementany security interest, pledge or hypothecation for the benefit of such person; 9. a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any material adverse change in the financial condition of the Mortgage Loan SellerLoans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, executed by an executive officer of if applicable; 10. with respect to the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the initial Closing Date, upon which the Purchaser Underwriting Guidelines to be attached hereto as Exhibit G and with respect to each subsequent Closing Date, the Principals may relyUnderwriting Guidelines to be attached to the related Assignment and Conveyance; (e) Powers of Attorney of the Mortgage Loan Seller, each 11. Assignment and Conveyance Agreement in the form of Exhibit C H hereto, for the Master Servicer and the Special Servicer, respectively;all exhibits thereto; and (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or 12. a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for MERS Report reflecting the Purchaser as Investor, the Custodian as custodian and subject to no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss of the closing documents until such reasonable assumptions and qualifications time as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged they are received by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestits attorneys.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E C hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (gf) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (ig) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (ih) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇B▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Purchaser and the Principals may rely; (d) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (ih) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan SellerSeller and BCHI; (b) An officer’s certificate from the Mortgage Loan Seller and BCHI, each substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan SellerSeller or BCHI, respectively, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s or BCHI’s respective organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding each of the Mortgage Loan SellerSeller and BCHI, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of each of the Mortgage Loan Seller and BCHI in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) each of the Mortgage Loan Seller and BCHI has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller and BCHI at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan SellerSeller or BCHI, executed by an executive officer of the Mortgage Loan SellerSeller and BCHI, on the Mortgage Loan Seller’s or BCHI’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan SellerSeller and BCHI, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and BCHI and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (gf) Any other opinions of counsel for the Mortgage Loan Seller and BCHI reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (ih) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Seller shall consist have delivered, or caused to be delivered to the Purchaser, the documents and instruments described below: (a) The opinion of counsel for the Seller, in form and substance reasonably satisfactory to the Purchaser and its counsel and containing such assumptions and limitations as are customary or reasonable for opinion letters normally provided in similar transactions, covering at least the following: (ai) This Agreement The Company is a North Carolina Limited Liability Company validly existing and in good standing under the laws of its state in which it was chartered; (ii) The execution, delivery, and performance of this Agreement, the other Acquisition Documents to which the Seller is a party, and the ▇▇▇▇ other instruments or documents required to be executed by the Seller in connection herewith and therewith have been authorized by all necessary Company and other actions of Sale the Seller and have been duly executed and delivered by the Seller and constitute legal, valid, and binding obligations of such parties enforceable in accordance with their terms to the extent the Purchaser should be able to realize the practical benefits thereof, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting the enforcement of creditor's rights and except as the Mortgage Loan Selleravailability of suitable remedies may be subject to judicial discretion; (biii) An officer’s certificate substantially in The consummation of the form of Exhibit E heretotransactions contemplated by this Agreement, the other Acquisition Documents to which the Seller is a party, and all other instruments or documents required to be executed by the Secretary Seller in connection herewith and therewith will not violate or an attesting secretary result in a breach of or constitute a default under the Articles of Organization or Operating Agreement or other organizational agreements of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofCompany; (civ) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except Except for such actions and proceedings as previously are disclosed to the Purchaser in writing, Seller's counsel does not know of any limitation, governmental investigation, actions, or suits, pending or threatened, against or relating to the representations transactions contemplated by this Agreement or any other Acquisition Document to which Seller is a party; and (v) On best information and warranties belief, the transaction contemplated herein will not violate any securities ("blue sky laws") of the Mortgage Loan Seller in state of North Carolina. (b) Certified copies of the resolutions adopted by the Members and Managers of the Company, or made pursuant to Section 4(a) and Section 4(b) of by appropriate committees thereof, authorizing this Agreement are true and correct the other Acquisition Documents and the transactions contemplated hereby and thereby. (c) Certificates of the Secretary of State of each of the states in all material respects at and which the Company is qualified to transact business as a foreign corporation, dated no earlier than May 1, 2005, respecting the good standing of the Company in each such jurisdiction the Company is domesticated of qualified by certificate to conduct business. (d) Operating Agreement of the Company certified as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer a manager of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely;Company. (e) Powers of Attorney Any and all licenses or renewals, and consents as may be necessary to effect the continuation of the Mortgage Loan Seller, each in Company's Business by the form Purchaser following the Closing of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively;this Agreement. (f) Written opinions of counsel (which may include opinions of in-house counselSuch other documents, outside counsel instruments, or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications certificates as may shall be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance or its counsel (inclusive of the Certificatesexecuted conveyances of certificates or units of ownership and or cancelled certificates and other assignments, each waivers and necessary releases of which shall include the Purchaser liens, mortgages and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller financial statements and security or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestUCC filings).

Closing Documents. The On the each Closing Documents Date, the Seller and Servicer shall consist deliver to the Purchaser in escrow fully executed originals of the followingfollowing documents for the Mortgage Loans to be purchased on each Closing Date: (a) This this Agreement and the ▇▇▇▇ of Sale duly (to be executed and delivered by only for the Purchaser and the Mortgage Loan Sellerinitial Closing Date); (b) An officerwith respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (c) the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, one copy to be attached to the Custodian’s certificate substantially counterpart of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance Agreement as the Mortgage Loan Schedule thereto; (d) a Custody Receipt, as required under the Custodial Agreement; (e) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit E 9 hereto, executed by the Secretary or including all attachments; with respect to subsequent Closing Dates, an attesting secretary Officer’s Certificate upon request of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofPurchaser; (cf) A a certificate or other evidence of good standing regarding the Mortgage Loan Sellermerger or change of name, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in signed or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied stamped by the Mortgage Loan Seller at or prior to the Closing Dateapplicable regulatory authority, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer if any of the Mortgage Loans pursuant to this Agreementwere acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyif applicable; (eg) Powers of Attorney of the Mortgage Loan Seller, each then current Underwriting Guidelines to be attached to the related Assignment and Conveyance Agreement as Exhibit C; (h) the Assignment and Conveyance Agreement in the form of Exhibit C 13 hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions Exhibit B to the related Assignment and documents as the Purchaser may reasonably requestConveyance Agreement.

Closing Documents. The Closing Documents (a) Seller shall consist of the followingexecute and deliver at Closing: (ai) This Agreement the Deeds; (ii) an affidavit stating, under penalty of perjury, Seller’s U.S. taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code; (iii) a closing statement for each of the TIC Interests (together, the “Closing Statements”) to be executed by Seller and Buyer, setting forth the prorations and adjustments to the Purchase Price as required hereunder; (iv) such evidence or documents as may be required by the title company (“Title Company”) or escrow agent assisting with the Closing (the “Escrow Agent”) evidencing the status and capacity of Seller and the authorization of the person executing and delivering documents on behalf of Seller to do so; (v) a title affidavit executed by the appropriate Seller for each Property (each a “Title Affidavit”) in form reasonably required by the Title Company for purposes of insuring title, and addressing the actions/omissions of such Seller only, including, without limitation, that there are no construction liens or potential construction liens, that there are no parties in possession or having rights of possession other than those shown on a certified and updated rent roll to be attached thereto, and that nothing has occurred nor has Seller executed any instrument subsequent to the Effective Date hereof affecting title to such Property; (vi) a 1099 tax reporting form for each Seller; (vii) any other documents reasonably required by the Title Company or Escrow Agent to close this transaction, in form and content mutually acceptable to Buyer and Seller; (viii) an agreement(s) (each a “TIC Agreement Termination”) terminating effective as of the Closing Date any Tenants in Common Agreement (each a “TIC Agreement”) of record title against any Property, to be duly recorded in the applicable recording office; (ix) a ▇▇▇▇ of Sale duly executed sale and delivered assignment of leases (including accounts receivable relating to the leases), service contracts and intangibles (each a “General Assignment”) for each Property assigning to Buyer all of Seller’s rights, as the owner of the TIC Interests in such Property, in (1) all furniture, furnishings, fixtures, equipment, tools and other tangible personalty owned or leased (to the extent Seller’s rights in such leases are assignable) by the Purchaser Tenants in Common and used in connection with the operation of the Property; (2) all space leases of premises in the Property and any ground leases for the Property, together with all guaranties, letters of credit and security deposits with respect to such space leases or ground leases; (3) those certain management agreements (collectively, the “Management Agreements”) with the Manager for the Property; (4) all service contracts for the maintenance and operation of the Property; and (5) all right, title and interest of Seller (to the extent assignable) in and to all intangible property used in connection with the foregoing, including, without limitation, all trademarks, trade names, and all licenses, permits and warranties in connection with the foregoing (to the extent assignable) and all bank accounts maintained by the Manager with respect to the Property. The General Assignment shall release Seller from any ongoing or future liability with respect to the items being assigned therein, and Buyer shall therein indemnify and hold Seller harmless from any future liability with respect to the items being so assigned; and (x) payment to Lender at Closing of Seller’s Proportionate Share of the December 11 Outstanding Balance under each Existing Mortgage Loan. (b) At Closing, Buyer will execute (where applicable) and deliver: (i) The Purchase Price, plus those adjustment amounts referenced herein, plus deliver to the Lender of all additional amounts needed to satisfy Buyer’s obligations under Paragraph 3.2 above relating to repayment in full of the Existing Mortgage Loans at Closing; (ii) the Closing Statements; (iii) such evidence or documents as may be required by the Title Company or Escrow Agent evidencing the status and capacity of Buyer and the Mortgage Loan authorization of the person executing and delivering documents on behalf of Buyer to do so; (iv) any other documents reasonably required by the Title Company or Escrow Agent or Seller to close this transaction, in form and content mutually acceptable to Buyer and Seller; (bv) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofTIC Agreement Terminations; (cvi) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, a title affidavit for each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan SellerProperty, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed similar to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged Title Affidavits, signed by the Purchaser in connection with the issuance of the Certificates▇▇▇▇▇▇▇ TICs, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectusif necessary; and (ivii) Such further certificates, opinions and documents as the Purchaser may reasonably requestGeneral Assignments.

Closing Documents. The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the followingfollowing documents: 1. this Agreement (a) This Agreement and the ▇▇▇▇ of Sale duly to be executed and delivered by only for the Purchaser initial Closing Date); 2. with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; 3. the related Mortgage Loan Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial Agreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan SellerSchedule thereto; 4. a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; 5. with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit C hereto with respect to each of the Seller, including all attachments thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; 6. with respect to the initial Closing Date, an Opinion of Counsel of the Seller (b) An officer’s certificate substantially who may be an employee of the Seller), generally in the form of Exhibit D hereto (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; 7. with respect to the initial Closing Date, an Opinion of Counsel of the Custodian (who may be an employee of the Custodian), in the form of an exhibit to the Custodial Agreement(s); 8. a Security Release Certification, in the form of Exhibit E heretoor F, as applicable, hereto executed by the Secretary or an attesting secretary of the Mortgage Loan Sellerany person, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied requested by the Mortgage Loan Seller at or prior to the Closing DatePurchaser, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer if any of the Mortgage Loans pursuant have at any time been subject to this Agreementany security interest, pledge or hypothecation for the benefit of such person; 9. a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any material adverse change in the financial condition of the Mortgage Loan SellerLoans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, executed by an executive officer of if applicable; 10. with respect to the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the initial Closing Date, upon which the Purchaser Underwriting Guidelines to be attached hereto as Exhibit G and with respect to each subsequent Closing Date, the Principals may relyUnderwriting Guidelines to be attached to the related Assignment and Conveyance; (e) Powers of Attorney of the Mortgage Loan Seller, each 11. Assignment and Conveyance Agreement in the form of Exhibit C H hereto, for the Master Servicer and the Special Servicer, respectively;all exhibits thereto; and (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or 12. a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for MERS Report reflecting the Purchaser as Investor, the Custodian as custodian and subject to no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss of the closing documents until such reasonable assumptions and qualifications time as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged they are received by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestits attorneys.

Closing Documents. The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the followingfollowing documents: (a1) This this Agreement and the ▇▇▇▇ of Sale duly (to be executed and delivered by only for the Purchaser initial Closing Date); (2) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (3) the related Mortgage Loan Schedule (one copy to be attached to the Custodian's counterpart of the Custodial Agreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan SellerSchedule thereto); (b4) An officer’s certificate substantially a Custodian's Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; (5) with respect to the initial Closing Date, an Officer's Certificate, in the form of Exhibit C hereto with respect to the Seller, including all attachments thereto; with respect to subsequent Closing Dates, an Officer's Certificate upon request of the Purchaser; (6) with respect to the initial Closing Date, an Opinion of Counsel of the Custodian (who may be an employee of the Custodian), in the form of an exhibit to the Custodial Agreement(s); (7) a Security Release Certification, in the form of Exhibit E heretoor F, as applicable, hereto executed by the Secretary or an attesting secretary of the Mortgage Loan Sellerany person, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied requested by the Mortgage Loan Seller at or prior to the Closing DatePurchaser, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer if any of the Mortgage Loans pursuant have at any time been subject to this Agreementany security interest, pledge or hypothecation for the benefit of such person; (8) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any material adverse change in the financial condition of the Mortgage Loan SellerLoans were acquired by either Seller by merger or acquired or originated by either Seller while conducting business under a name other than its present name, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyif applicable; (e9) Powers of Attorney of the Mortgage Loan Seller, each Assignment and Conveyance Agreement in the form of Exhibit C G hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectusall exhibits thereto; and (i10) Such further certificateswith respect to the initial Closing Date, opinions the Underwriting Guidelines to be attached hereto as Exhibit H and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance. The Seller shall bear the risk of loss of the closing documents until such time as they are received by the Purchaser may reasonably requestor its attorneys.

Closing Documents. The Closing Documents Without limiting the generality of Section 7 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement and An Officers’ Certificate of the ▇▇▇▇ of Sale duly executed and delivered by Seller, dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the Mortgage Loan Seller“Underwriter”) may rely, in a form acceptable to the Purchaser; (b) An officerA Secretary’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary Certificate of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller; (ec) Powers An Opinion of Attorney Counsel of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the PrincipalsUnderwriter, in a form acceptable to the Purchaser; (d) An Officers’ Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser; (e) A Secretary’s Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (g) Any other opinions A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection Purchaser’s Prospectus Supplement, dated August 30, 2005, agrees with the issuance records of the Certificates, each of which shall include the Purchaser and the Principals as addresseesSeller; (ih) A certificate Letters from certified public accountants for each Originator, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement, dated August 30, 2005 under the subheading “The Master Servicer and the Servicers—The Servicers” agrees with the records of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final ProspectusServicer; and (i) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and On or before the ▇▇▇▇ Initial Closing Date, the Seller shall submit to the Initial Purchaser fully executed originals of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Sellerfollowing documents: 1. this Agreement, in four counterparts; (b) An officer’s certificate substantially 2. the Custodial Agreement, in six counterparts; 3. a Custodial Account Letter Agreement in the form attached as Exhibit 7 hereto; 4. as Escrow Account Letter Agreement in the form attached as Exhibit 8 hereto; 5. an Officer's Certificate, in the form of Exhibit E 1 hereto, executed by including all attachments thereto; 6. an Opinion of Counsel to the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C 2 hereto, for the Master Servicer and the Special Servicer, respectively; 7. the Seller's Underwriting Guidelines. (fb) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the following documents: 1. the related Confirmation; 2. the related Mortgage Loan SellerSchedule, in form reasonably acceptable one copy to counsel for be attached hereto and one copy to be attached to the Purchaser and subject to such reasonable assumptions and qualifications Custodian's counterpart of the Custodial Agreement, as may be requested by counsel for the Mortgage Loan Seller Schedule thereto; 3. a Custodian's Trust Receipt and Initial Certification, as required under the Custodial Agreement, in a form acceptable to counsel for the Initial Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans4. an Officer's Certificate, in the form and substance acceptable of Exhibit 1 hereto, including all attachments thereto; 5. if requested by the Initial Purchaser, an Opinion of Counsel to the Purchaser and Seller, in the form of Exhibit 2 hereto; 6. a Security Release Certification, in the form of Exhibit 3 hereto executed by any Person, as requested by the Initial Purchaser, if any of the Mortgage Loan Seller (Loans has at any time been subject to any security interest, pledge or hypothecation for the benefit of such Person; 7. a “Mortgage Loan Seller CEO Certification”) and dated as certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the date Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; 8. an Assignment and Conveyance in the form of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final ProspectusExhibit 4 hereto; and (i) Such further certificates9. in the event that the Seller’s Underwriting Guidelines have been modified following delivery to the Initial Purchaser, opinions and documents as the Purchaser may reasonably requestan updated copy of such Underwriting Guidelines.

Closing Documents. The Closing Documents (a) At the Closing, as a condition of Buyer's obligation to close hereunder, Seller shall consist of deliver or cause to be delivered the following: (ai) This Agreement The Deed, executed by Seller, covering the Real Property (and separate quitclaim deeds to the Real Property utilizing new ALTA survey descriptions, if requested); (ii) The Bills of Sale executed by Seller covering the Personal Property; (iii) The Assignments, executed by Seller; (iv) As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the possession or control of Seller; (v) All machinery and/or equipment operating manuals, technical data and other documentation relating to the building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of Seller; (vi) All master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of Seller; (vii) Written notice from Seller or Seller's managing agent to each Tenant in form reasonably satisfactory to Buyer stating that the Real Property have been sold to Buyer and that tenant security deposits (if any) in Seller's possession have been transferred to Buyer and directing the Tenants to make future rental payments to Buyer at the address designated by Buyer; (viii) Non-foreign person certification in the form attached hereto as Exhibit "J"; (ix) All building records and Tenant lease files with respect to the Real Property which are in the possession of Seller; (x) Each ▇▇▇▇ of Sale duly executed current real estate taxes, sewer charges and delivered assessments, water charges and other utilities and to the extent in Seller's possession or control, bills for each of the same for the three (3) years, together with proof of payment thereof (to the extent same have been paid); (xi) All plans, specifications, as-built drawings, surveys, site plans, and final, written reports of architects, engineers and surveyors, and any other Personal Property forming part of the Property or any portion thereof, but only to the extent that the same exist and are in the possession of Seller or any property manager controlled by the Purchaser and the Mortgage Loan Seller; (bxii) An officer’s certificate substantially affidavit or affidavits of title in favor of the Title Insurer on the form of Exhibit E hereto, executed used by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Sellersuch Title Insurer, in form reasonably acceptable to counsel for Seller to enable the Purchaser and subject Title Insurer to such reasonable assumptions and qualifications as may be requested by counsel for issue the Mortgage Loan Seller and acceptable to counsel for the PurchaserCommitments described in Paragraph 5(b)(i). Buyer shall require affirmative endorsements against mechanic's liens, dated the Closing Date and addressed to the Purchaser and the Principalsconsistent with Seller's obligations under Paragraph 5(b)(iii), above; (gxiii) Any other opinions A letter, from the New Jersey Department of counsel for Environmental Protection or its successor ("NJDEP") stating that the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance provisions of the CertificatesIndustrial Site Recovery Act, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.N.J.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇B▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Purchaser and the Principals may rely; (d) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, substantially in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller set forth in Exhibit G hereto (a “Mortgage Loan Seller CEO Sub-Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Sub-Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Lender shall consist have received each of the followingfollowing documents, all of which shall be satisfactory in form and substance to the Lender and its counsel: (a1) This Agreement and the ▇▇▇▇ of Sale this Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan SellerBorrower; (b2) An officer’s the Note, dated the Effective Date and duly executed and delivered by the Borrower; (3) certified copies of the articles of incorporation and by-laws of the Borrower as in effect on the Effective Date; (4) certified copies of all corporate action, including stockholder approval, if necessary, taken by the Borrower to authorize the execution, delivery and performance of this Agreement and the other Loan Documents and the borrowings under this Agreement; (5) certificates of incumbency and specimen signatures with respect to each of the officers of the Borrower who is authorized to execute and deliver this Agreement or any other Loan Document on behalf of the Borrower or any document, certificate substantially or instrument to be delivered in connection with this Agreement or the other Loan Documents and to request borrowings under this Agreement; (6) a certificate evidencing the good standing of the Borrower in the form jurisdiction of Exhibit E heretoits incorporation and in each other jurisdiction in which it does business and where the failure so to be in good standing could reasonably be expected to have a Materially Adverse Effect; (7) the Financing Statements duly executed and delivered by the Borrower, and evidence satisfactory to the Lender that the Financing Statements have been filed in each jurisdiction where such filing may be necessary or appropriate to perfect the Security Interest; (8) landlord's waiver and consent agreements duly executed on behalf of each landlord of real property on which any Collateral is located; (9) a Schedule of Inventory prepared as of a recent date; (10) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of Section 7.5(b); (11) the Assignment of Receivables Securitization Proceeds, duly executed by the Secretary or an attesting secretary Borrower, GHC and the Receivables Purchaser, together with the originals of the Mortgage Loan SellerBuyer Notes (as defined therein) duly endorsed to the Lender; (12) the Blocked Account Agreement, duly executed by each of the parties thereto; (13) the Intercreditor Agreement re Receivables, duly executed by the Borrower, ICPPC, GHC, the Receivables Purchaser, the Receivables Trustee and dated ABN AMRO; (14) a Borrowing Base Certificate prepared as of the Closing Date, Effective Date duly executed and upon which delivered by the Purchaser chief financial officer of the Borrower; (15) a letter from the Borrower to the Lender requesting the Initial Loans and specifying the Principals may rely, attaching thereto as exhibits method of disbursement; (16) copies of all the Mortgage Loan Seller’s organizational documents financial statements referred to in Section 5.1(m) and all amendments, revisions, restatements and supplements meeting the requirements thereof; (c17) A certificate a balance sheet of good standing regarding the Mortgage Loan SellerBorrower and its Consolidated Subsidiaries (including and excluding GHC) as at March 31, dated not earlier than 30 days prior 1997, prepared by the Borrower on a pro forma basis, giving effect to the Closing Datetransactions contemplated by this Agreement and setting forth the assumptions on which such balance sheet was prepared; forecasted consolidated financial statements consisting of balance sheets, cash flow statements and income statements of the Borrower and its Consolidated Subsidiaries (including and excluding GHC), giving effect to the transactions contemplated by this Agreement and reflecting projected borrowings hereunder and setting forth the assumptions on which such forecasted financial statements were prepared, covering the one-year period commencing on January 1, 1997, and prepared on a quarterly basis; and such other evidence as the Lender shall require supporting the representation and warranty of the Borrower set forth in Section 5.1(r); (d18) A a certificate executed by an authorized officer certifying that (i) except as previously disclosed of the President of the Borrower stating that, to the Purchaser in writingbest of his knowledge and based on an examination sufficient to enable him to make an informed statement, (a) all of the representations and warranties of the Mortgage Loan Seller in made or deemed to be made pursuant to Section 4(a) and Section 4(b) of under 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 the Closing Effective Date, (ii) both with and without giving effect to the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement Loans to be performed or satisfied by made at such time and the Mortgage Loan Seller at or prior to application of the Closing Dateproceeds thereof, and (iiib) since the date no Default or Event of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyDefault exists; (e19) Powers of Attorney true and correct copies of the Mortgage Loan SellerReceivables Purchase Documents, each in as certified by the form President of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectivelyBorrower; (f20) Written true and correct copies of the Senior Secured Notes Documents, as certified by the President of the Borrower; (21) certified copies of the articles of incorporation and by-laws (or certificate of limited partnership and limited partnership agreement) of GHC and the Receivables Purchaser as in effect on the Effective Date; (22) certified copies of all corporate or partnership action taken by GHC and the Receivables Purchaser to authorize the execution, delivery and performance of the Loan Documents to which each is a party; (23) certificates of incumbency and specimen signatures with respect to each of the officers of GHC and the Receivables Purchaser who is authorized to execute and deliver the Loan Documents to which each is a party; (24) a certificate evidencing the good standing of GHC and the Receivables Purchaser in the jurisdiction of its incorporation or organization; (25) signed opinions of counsel (which may include opinions of in-house counselTuke ▇▇▇▇ & ▇▇▇▇▇▇▇, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser Borrower, GHC and subject the Receivables Purchaser, and such local counsel as the Lender shall deem necessary or desirable, opining as to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser matters in connection with this Agreement as the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller Lender or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectusits counsel may reasonably request; and (i26) Such further certificatescopies of each of the other Loan Documents duly executed by the parties thereto with evidence satisfactory to the Lender and its counsel of the due authorization, opinions binding effect and enforceability of each such Loan Document on each such party and such other documents and instruments as the Purchaser Lender may reasonably request.

Closing Documents. The Closing Documents shall consist of At the followingClosing: (ai) This Agreement TalenTec and the ▇▇▇▇ Shareholders, as applicable, shall deliver to BSKE the following documents: (1) valid and registrable instruments of Sale transfer of the TalenTec Shares duly executed and delivered by each of the Shareholders in favour of BSKE accompanied by the Purchaser corresponding original share certificates, if any, and the Mortgage Loan SellerTalenTec’s latest audited financial statement; (b2) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary a certified true copy of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate resolutions being passed at a board meeting of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to TalenTec approving the transfer of the Mortgage Loans pursuant TalenTec Shares from the Shareholders to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, BSKE on the Mortgage Loan Seller’s behalf terms and dated the Closing Date, upon which the Purchaser conditions as set out in this Agreement and the Principals may relyMerger Agreement; (e3) Powers of Attorney a certified true copy of the Mortgage Loan Seller, each resolutions being passed at a board meeting of TalenTec approving the registration of the TalenTec Shares and the registration of BSKE in the form share register book of Exhibit C hereto, for TalenTec as the Master Servicer legal and beneficial holder of the Special Servicer, respectivelyTalenTec Shares following the Closing (subject to the instruments of transfers being dated and appropriately stamped); (f4) Written opinions such waivers, consents and/or documents, if any, as BSKE may require to enable BSKE to be registered as the holder of counsel (which may include opinions the TalenTec Shares in the register of in-house counsel, outside counsel or a combination thereof) for members of TalenTec upon receipt by the Mortgage Loan Seller, company secretary of TalenTec of the executed and stamped share transfer forms in form reasonably acceptable to counsel for respect of the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the PrincipalsTalenTec Shares; (g5) Any other opinions the certified true copies of counsel the certificate of incorporation and the latest constitution, Return for Allotment of Shares, Notification for Change in the Mortgage Loan Seller reasonably requested Registered Address, Notification of Change in the Register of Directors, Managers and Secretaries of TalenTec; and (6) where relevant and applicable, the certified true copy of all the relevant approvals, consents, permits and/or waivers obtained, as the case may be, in respect of the transactions contemplated by any nationally recognized statistical rating organization engaged by this Agreement. (ii) BSKE shall deliver to Shareholders the Purchaser in connection with following documents: (1) certified true copies of the resolutions of board meeting of BSKE approving the issuance of the Certificates, each BSKE Shares to the Shareholders in accordance with the terms of which shall include the Purchaser and the Principals as addresseesMerger Agreement; (i2) A certificate a certified true copy of the senior executive officer resolutions being passed at a board meeting of BSKE approving the allotment of the Mortgage Loan Seller or BSKE Shares to the representative Shareholders in accordance with the terms of the Mortgage Loan Seller directly responsible for Merger Agreement, as the underwritinglegal and beneficial holders of BSKE Shares; (3) such waivers, origination consents and/or sale documents, if any, as BSKE may require to enable the Shareholders to be registered as the holders of the Mortgage Loans, BSKE Shares in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as register of the date members of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final ProspectusBSKE; and (i4) Such further certificateswhere relevant and applicable, opinions and documents the certified true copy of all the relevant approvals, consents, permits and/or waivers obtained, as the Purchaser case may reasonably requestbe, in respect of the transactions contemplated by this Agreement.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination organization and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This On or before the initial Closing Date, the Company shall submit to the Purchaser fully executed originals of the following documents: 1. this Agreement, in four counterparts; 2. a Custodial Account Letter Agreement and substantially in the ▇▇▇▇ form attached as Exhibit B hereto; 3. an Escrow Account Letter Agreement substantially in the form attached as Exhibit C hereto; 4. an Officer’s Certificate, substantially in the form of Sale duly executed and delivered Exhibit G hereto, including all attachments thereto; and 5. if requested by the Purchaser and Initial Purchaser, an Opinion of Counsel to the Mortgage Loan Seller;Company, substantially in the form of Exhibit H hereto. (b) An officerOn or before each Closing Date, the Company shall submit to the Purchaser fully executed originals of the following documents: 1. with respect to Mortgage Loans which are not UBS Website Mortgage Loans, the related Purchase Price and Terms Letter; 2. with respect to Mortgage Loans which are not UBS Website Mortgage Loans, the related Mortgage Loan Schedule; 3. an Officer’s Certificate, substantially in the form of Exhibit G hereto, including all attachments thereto; 4. with respect to Mortgage Loans which are not UBS Website Mortgage Loans, if requested by the Initial Purchaser, an Opinion of Counsel to the Company, substantially in the form of Exhibit H hereto; 5. if any of the Mortgage Loans has at any time been subject to any security interest, pledge or hypothecation for the benefit of any Person, a Security Release Certification, in the form of Exhibit I hereto, executed by such Person; 6. a certificate substantially or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Company by merger or acquired or originated by the Company while conducting business under a name other than its present name, if applicable; 7. with respect to Mortgage Loans which are not UBS Website Mortgage Loans, an Assignment and Conveyance in the form of Exhibit E hereto. 8. with respect to a UBS Website Mortgage Loan, an Electronically executed by the Secretary or an attesting secretary of the Mortgage Loan SellerAssignment, Assumption and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Recognition Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to set forth on the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestUBS Website.

Closing Documents. The Closing Documents (a) At the Closing, as a condition of Buyer's obligation to close hereunder, Seller shall consist of deliver or cause to be delivered the following: (ai) This Agreement The Deeds, executed by Seller, covering the New Jersey Real Properties and the Deed covering the ▇▇▇▇▇▇▇ Real Property (and separate quitclaim deeds to each conveying the Real Properties utilizing new ALTA survey descriptions, if requested); ii) The Bills of Sale executed by Seller covering the Personal Property; iii) The Assignments, executed by Seller; iv) As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the possession or control of Seller; v) All machinery and/or equipment operating manuals, technical data and other documentation relating to the building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of Seller; vi) All master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of Seller; vii) Written notice from Seller or Seller's managing agent to each Tenant in form reasonably satisfactory to Buyer stating that the Real Properties have been sold to Buyer and that tenant security deposits (if any) in Seller's possession have been transferred to Buyer and directing the Tenants to make future rental payments to Buyer at the address designated by Buyer; viii) Non-foreign person certification in the form attached hereto as Exhibit "H"; ix) All building records and Tenant lease files with respect to the Real Properties which are in the possession of Seller; x) Each ▇▇▇▇ of Sale duly executed current real estate taxes, sewer charges and delivered assessments, water charges and other utilities and to the extent in Seller's possession or control, bills for each of the same for the three (3) years, together with proof of payment thereof (to the extent same have been paid); xi) All plans, specifications, as-built drawings, surveys, site plans, and final, written reports of architects, engineers and surveyors, and any other Personal Property forming part of the Property or any portion thereof, but only to the extent that the same exist and are in the possession of Seller or any property manager controlled by the Purchaser and the Mortgage Loan Seller; (bxii) An officer’s certificate substantially affidavit or affidavits of title in favor of the Title Insurer on the form of Exhibit E hereto, executed used by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Sellersuch Title Insurer, in form reasonably acceptable to counsel for Seller to enable the Purchaser Title Insurer to issue the Commitments described in Paragraph 5(b)(i). Buyer shall require affirmative endorsements against mechanic's liens, consistent with Seller's obligations under Paragraph 5(b)(iii), above. xiii) A letter, from the New Jersey Department of Environmental Protection and subject to such reasonable assumptions and qualifications as may be requested by counsel for Energy or its successor stating that the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance provisions of the CertificatesIndustrial Site Recovery Act, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.N.J.

Closing Documents. The Closing Documents (a) At the Closing, as a condition of Buyer's obligation to close hereunder, Seller shall consist of deliver or cause to be delivered the following: (ai) This Agreement The Deed, executed by Seller, covering the Real Property (and separate quitclaim deeds to the Real Property utilizing new ALTA survey descriptions, if requested); (ii) The Bills of Sale executed by Seller covering the Personal Property; (iii) The Assignments, executed by Seller; (iv) As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the possession or control of Seller; (v) All machinery and/or equipment operating manuals, technical data and other documentation relating to the building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of Seller; (vi) All master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of Seller; (vii) Written notice from Seller or Seller's managing agent to each Tenant in form reasonably satisfactory to Buyer stating that the Real Property have been sold to Buyer and that tenant security deposits (if any) in Seller's possession have been transferred to Buyer and directing the Tenants to make future rental payments to Buyer at the address designated by Buyer; (viii) Non-foreign person certification in the form attached hereto as Exhibit "J"; (ix) All building records and Tenant lease files with respect to the Real Property which are in the possession of Seller; (x) Each ▇▇▇▇ of Sale duly executed current real estate taxes, sewer charges and delivered assessments, water charges and other utilities and to the extent in Seller's possession or control, bills for each of the same for the three (3) years, together with proof of payment thereof (to the extent same have been paid); (xi) All plans, specifications, as-built drawings, surveys, site plans, and final, written reports of architects, engineers and surveyors, and any other Personal Property forming part of the Property or any portion thereof, but only to the extent that the same exist and are in the possession of Seller or any property manager controlled by the Purchaser and the Mortgage Loan Seller; (bxii) An officer’s certificate substantially affidavit or affidavits of title in favor of the Title Insurer on the form of Exhibit E hereto, executed used by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Sellersuch Title Insurer, in form reasonably acceptable to counsel for Seller to enable the Purchaser and subject Title Insurer to such reasonable assumptions and qualifications as may be requested by counsel for issue the Mortgage Loan Seller and acceptable to counsel for the PurchaserCommitments described in Paragraph 5(b)(I). Buyer shall require affirmative endorsements against mechanic's liens, dated the Closing Date and addressed to the Purchaser and the Principalsconsistent with Seller's obligations under Paragraph 5(b)(iii), above; (gxiii) Any other opinions A letter, from the New Jersey Department of counsel for Environmental Protection or its successor ("NJDEP") stating that the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance provisions of the CertificatesIndustrial Site Recovery Act, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.N.J.

Closing Documents. The Closing Documents Lender shall consist have received each of the followingfollowing documents, or otherwise shall confirm the continuing effectiveness of any such documents, all of which shall be satisfactory in form and substance to the Lender and its counsel: (a1) This Agreement and the ▇▇▇▇ of Sale this Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan SellerBorrower; (b2) An officer’s certified copies of the Articles of Incorporation and by-laws of Borrower and any Subsidiary of Borrower as in effect on the Effective Date; (3) certified copies of all corporate action, including shareholder approval, if necessary, taken by Borrower to authorize the execution, delivery and performance of this Agreement and the other Loan Documents and the borrowings under this Agreement; (4) certificates of incumbency and specimen signatures with respect to each of the officers of Borrower who are authorized to execute and deliver this Agreement or any other Loan Document on behalf of the Borrower or any document, certificate substantially or instrument to be delivered in connection with this Agreement or the other Loan Documents and to request borrowings under this Agreement; (5) a certificate evidencing the good standing of Borrower in the form jurisdiction of Exhibit E hereto, its incorporation and in each other jurisdiction in which it is qualified as a foreign corporation to transact business; (6) the Financing Statements duly executed and delivered by the Secretary or an attesting secretary of the Mortgage Loan SellerBorrower and each Pledgor, and dated evidence satisfactory to the Closing Date, Lender that the Financing Statements have been filed in each jurisdiction where such filing may be necessary or appropriate to perfect the Security Interest; (7) copies of all the financial statements referred to in Section 5.1 and upon which meeting the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements requirements thereof; (c) A 8) a certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying President of Borrower stating that (ia) except as previously disclosed to the Purchaser in writing, all of the representations and warranties of the Mortgage Loan Seller in made or deemed to be made pursuant to Section 4(a) and Section 4(b) of under 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 the Closing Effective Date, (ii) both with and without giving effect to the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement Loans to be performed made at such time and the application of the proceeds thereof, (b) no Default or satisfied by the Mortgage Loan Seller at or prior to the Closing DateEvent of Default exists, and (iiic) since the date of this Agreement, there will not have been, immediately prior to the transfer Borrowing Base as of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition immediately preceding end of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relymonth; (e9) Powers copies of Attorney each of the Mortgage other Loan SellerDocuments, duly executed by the parties thereto with evidence satisfactory to the Lender and its counsel of the due authorization, binding effect and enforceability of each in such Loan Document on each such party and such other documents and instruments as the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectivelyLender may reasonably request; (f10) Written opinions opinion of Borrower's counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject opining to such reasonable assumptions and qualifications matters as Lender and/or its legal counsel may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals;require; and (g11) Any other opinions of counsel for the Mortgage with respect to a Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; Advance request (i) A certificate of the senior executive officer of the Mortgage under Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwritingNumber Two, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary ProspectusBorrowing Base Certificate, and (ii) under Loan Request Number Three, a Mortgage Loan Seller CEO Certification dated as Supporting Letter of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestCredit.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed on Schedule D-1 to Exhibit D to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, substantially in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller set forth in Exhibit G hereto (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 7 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement and An Officers’ Certificate of the ▇▇▇▇ of Sale duly executed and delivered by Seller, dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the Mortgage Loan Seller“Underwriter”) may rely, in a form acceptable to the Purchaser; (b) An officerA Secretary’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary Certificate of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller; (ec) Powers An Opinion of Attorney Counsel of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the PrincipalsUnderwriter, in a form acceptable to the Purchaser; (d) An Officers’ Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser; (e) A Secretary’s Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (g) Any other opinions A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by Purchaser’s Prospectus Supplement, dated March 29, 2006 and the Purchaser in connection Purchaser’s Private Placement Memorandum, dated March 30, 2006, agrees with the issuance records of the Certificates, each of which shall include the Purchaser and the Principals as addresseesSeller; (ih) A certificate Letters from certified public accountants for each Originator, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement, dated March 29, 2006 under the subheading “The Servicer” and the Purchaser’s Private Placement Memorandum, dated March 30, 2006, under the subheading “The Servicer” agrees with the records of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final ProspectusServicer; and (i) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents A. At the time of Closing, the Contributor shall consist of deliver to Buyer the following: (a1) This Agreement A bargain and sale deed without covenants in the form provided for under the laws of the State of New York (the "Deed"). Such Deed shall convey the Property to the Buyer subject to: (i) all zoning and building laws, ordinances, resolutions and regulations of all governmental authorities having jurisdiction which affect the Property and the ▇▇▇▇ use and improvement thereof; (ii) all leases identified in the Rent Roll (hereinafter defined) and others entered into in the ordinary course of Sale duly executed business; (iii) ad valorem real estate taxes for the current year and delivered subsequent years which are not yet due and payable; and (iv) easements, covenants, restrictions, agreements and/or reservations of record, so long as they do not interfere with the use of the Property as a rental apartment complex, if any, (v) private, public and utility easements and roads and highways, if any, and (vi) and any other exceptions not objected to or waived by Buyer under Section 9 of this Agreement (collectively, the Purchaser and the Mortgage Loan Seller"Permitted Exceptions"); (b2) An officer’s certificate substantially in the form A Bill of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofSale; (c3) A certificate of good standing regarding the Mortgage Loan Sellercurrent rent roll ("Ren▇ ▇▇ll") certified, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of Closing, which shall include a correct list of all tenants, all rental obligations of each tenant with respect to the Preliminary ProspectusProperty and all security deposits (with interest) along with a copy of all leases shown on the Rent Roll; (4) An executed assignment of leases, security deposits and contracts (iithe "Assignment") a Mortgage Loan Seller CEO Certification dated in the form attached hereto as EXHIBIT D. In lieu of an assignment of the date security deposits, the Contributor may provide Buyer with a credit at Closing for all security held by Contributor (including any accrued interest, if required by law or contract to be earned thereon) with respect to all leases encumbering the Property; (5) Contributor's affidavit stating Contributor's federal taxpayer identification number and certifying that Contributor is not a foreign person, corporation, partnership, trust or estate as defined in the Internal Revenue Code and Regulations thereunder pursuant to the Foreign Investment in Real Property Tax Act of 1980; (6) Copies of the Final Prospectuspersonnel files of all employees employed at the Property and remaining in the employment of the Buyer after the Closing; (7) An executed counterpart of the Registration Rights Agreement; and (i8) Any additional funds, documents and/or instruments as may be necessary for the proper performance by the Contributor of its obligations contemplated by this Agreement. (9) Such further certificatesother instruments as are customarily executed by Seller in the county and state where the Property is located to effectuate the sale of property similar to the Property and the issuance of the Units and payment of the consideration, opinions or as may be required under any applicable federal or state securities laws. B. At the time of Closing, Buyer shall deliver to Contributor the following: (1) An executed counterpart of the Assignment; (2) Evidence of organization, existence and authority of Buyer and HME and the authority of each person executing documents on behalf of each, reasonably satisfactory to Contributor; (3) An Amendment to the Buyer's Partnership Agreement in the form necessary to admit Contributor and Designees as limited partners of the Purchaser Buyer and evidencing the issuance of the Units required pursuant to this Agreement; (4) An executed counterpart of the Registration Rights Agreement executed by HME; (5) Any additional funds, documents and or instruments as may be necessary for the proper performance by Buyer of its obligations contemplated by this Agreement; (6) An opinion of Buyer's counsel in a form reasonably requestacceptable to Contributor; (7) Such other instruments as are customarily executed by Buyer in the county and state where the Property is located to effectuate the acquisition of property similar to the Property, the issuance of the Units and the payment of the Net Contribution Value, or as may be required under any applicable federal or state securities laws.

Closing Documents. The 11.1 At the Closing, Seller shall deliver the following documents to the Title Company except for the Leases, Contracts and materials referred to in Section 11.1.15 below, as to which delivery at Closing Documents shall consist be coordinated with Purchaser: 11.1.1. a limited warranty deed executed by Seller and acknowledged by a notary public and in proper statutory form for recording conveying fee title to the Property to Purchaser, subject only to Leases and the rights of tenants thereunder as tenants only, all easements, restrictions and matters of record, taxes and assessments for the year of Closing not yet due and payable and zoning laws and ordinances and governmental land use controls affecting the Property; 11.1.2. a schedule executed by Seller in the form of the following:Lease Schedule attached hereto as Schedule “1.5” updating and recertifying the information set forth in the Lease Schedule attached hereto as Schedule “1.5”; 11.1.3. two (2) originals of an assignment of Seller’s interest in all the Leases in the form of Exhibit “D-1” attached hereto and made a part hereof executed by Seller (“Lease Assignment”); 11.1.4. a notice to all Tenants advising them of the transfer of title to the Property in the form of Exhibit “D-2” attached hereto and made a part hereof executed by Seller; 11.1.5. a b▇▇▇ of sale in the form of Exhibit “D-3” attached hereto and made a part hereof executed by Seller (the “B▇▇▇ of Sale”); 11.1.6. an assignment transferring Seller’s right, title and interest in and to Warranties, Approvals, Intangibles and Development Materials, if any and to the extent the same are assignable, in the form of Exhibit “D-4” attached hereto and made a part hereof executed by Seller (the “Intangibles Assignment”); 11.1.7. a FIRPTA Affidavit executed by Seller stating that Seller is not a foreign person (as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder); 11.1.8. an assignment of the Contracts (to the extent assignable and other than those that Purchaser has elected not to assume), in the form of Exhibit “D-5” attached hereto and made a part hereof executed by Seller (“Contract Assignment”); 11.1.9. a notice letter in the form of Exhibit “D-6” attached hereto and made a part hereof executed by Seller to each vendor under a Contract being assigned advising the vendor of the transfer of the Property and the assignment and assumption of the applicable Contract; 11.1.10. a closing statement setting forth the Purchase Price and all closing credits and adjustments expressly provided for in this Agreement (“Closing Statement”) executed by Seller; 11.1.11. such authorization documentation of each party comprising Seller and such other instruments and documents executed by Seller (including without limitation, an owner’s title affidavit) as shall be reasonably required by the Title Company to consummate this transaction; 11.1.12. such other instruments and documents which shall be necessary in connection with the transaction contemplated herein and which do not impose, create, or potentially create any liability or expense upon Seller not expressly required under this Agreement; 11.1.13. to the extent not previously delivered by Seller to Purchaser, an Estoppel Certificate from each Major Tenant and any other documents contemplated by Section 10 herein; 11.1.14. a cross parking easement and maintenance agreement for adjacent lot at 5▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇; and 11.1.15. to the extent not previously made available by Seller to Purchaser, and to the extent such items are in Seller’s possession or control, (a) This records and files relating to the current operation and maintenance (within the last twelve [12] months) of the Project, including, without limitation, current tax bills, current water, sewer, utility and fuel bills, billing records for Tenants, repair and maintenance records and the like which affect or relate to the Project, (b) documents necessary to conduct 2016 and/or 2017 Tenant reconciliations as described in Section 14 hereof, including, without limitation, a CAM reconciliation for the period from January 1, 2016 to the Closing Date, (c) architectural and engineering plans and specifications relating to the Property in Seller’s possession or control, and (d) original Leases and Contracts, Approvals, Warranties and Development Materials. 11.2 Seller shall diligently and in good faith endeavor to obtain and deliver to Purchaser no later than five (5) business days prior to the Closing estoppel certificates in the form of Exhibit “E” attached hereto and made a part hereof (or in such form as may be prescribed under any Lease, provided same are addressed to Purchaser) (each an “Estoppel Certificate”) duly executed by such Tenant dated within thirty (30) days of the Closing Date. Within five (5) business days after the Effective Date, Purchaser shall prepare Estoppel Certificates for each Tenant and shall submit same to Seller for its approval. Seller shall review the Estoppel Certificates provided by Purchaser and shall notify Purchaser in writing whether same are approved and, if not approved, shall set forth the corrections or changes required for any Estoppel Certificate to be approved by Seller, within three (3) business days of Purchaser’s submission of such Estoppel Certificates. A failure by Seller to so approve or reject any such Estoppel Certificate shall be deemed to be Seller’s approval of such respective Estoppel Certificate, but any approval or deemed approval hereunder shall not constitute a representation by Seller that the information contained in such Estoppel Certificate is true and correct. 11.3 At the Closing, Purchaser shall deliver the following documents in addition to payment of the balance of the Purchase Price: 11.3.1. evidence reasonably satisfactory to Seller of Purchaser’s authority to execute and deliver this Agreement and the ▇documents to be delivered by it pursuant thereto; 11.3.2. two (2) counterpart originals of the Lease Assignment as executed by Purchaser; 11.3.3. two (2) counterpart originals of each of the Contract Assignment, the Intangibles Assignment and the B▇▇▇ of Sale duly as executed by Purchaser; 11.3.4. the Closing Statement executed by Purchaser; 11.3.5. such authorization documentation of each party and delivered such other instruments and documents (including without limitation, a broker’s affidavit) as shall be reasonably required by the Purchaser and the Mortgage Loan Seller;Title Company to consummate this transaction; and (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary 11.3.6. such other instruments or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon documents which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to shall be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser necessary in connection with the issuance of the Certificatestransaction herein contemplated and which do not impose, each of which shall include the create, or potentially create any liability or expense upon Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestnot expressly required under this Agreement.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan SellerSeller and BCHI; (b) An officer’s certificate from the Mortgage Loan Seller and BCHI, each substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan SellerSeller or BCHI, respectively, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s or BCHI’s respective organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding each of the Mortgage Loan SellerSeller and BCHI, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of each of the Mortgage Loan Seller and BCHI in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) each of the Mortgage Loan Seller and BCHI has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller and BCHI at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan SellerSeller or BCHI, executed by an executive officer of the Mortgage Loan SellerSeller and BCHI, on the Mortgage Loan Seller’s or BCHI’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan SellerSeller and BCHI, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and BCHI and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (gf) Any other opinions of counsel for the Mortgage Loan Seller and BCHI reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (g) (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (ih) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Not later than 12:00 noon Pacific Standard Time on December 23, 2002, the following shall consist of occur: 8.1 Seller shall deliver or cause to be delivered into Escrow the following, which will be undated and Escrow Agent will be given authority in the Escrow Instructions (as hereinafter defined) to insert the date of Closing in all relevant blanks: (ai) This Agreement A grant deed (“Grant Deed”), in the form attached hereto as Exhibit “F”, fully executed by Seller, conveying to Purchaser the Land and the Improvements, subject to the Permitted Title Exceptions; (ii) Two counterparts of a Limited Warranty ▇▇▇▇ of Sale and General Assignment (the “▇▇▇▇ of Sale”) in the form attached hereto as Exhibit “G” fully executed by Seller, assigning, conveying and transferring all of the Fixtures and Contract Documents to Purchaser; (iii) Evidence reasonably satisfactory to Purchaser and the Title Company that the person or persons executing the Closing documents on behalf of Seller have full right, power and authority to do so; (iv) Certificate of Non-Foreign Status in the form of Exhibit ”H” attached hereto, executed by Seller and a California Certificate Form 597 in the form of Exhibit ”I” attached hereto; (v) A reaffirmation of the warranties of Seller in Paragraph 13.1, subject to the limitation contained in Paragraph 13.1 on the duration of such warranties after Closing; Seller shall deliver to Purchaser and Escrow Agent on the date of Closing a written confirmation that the reaffirmation originally delivered by Seller remains true and correct; (vi) A counterpart of an agreement between Seller and Syratech terminating the Existing Lease, duly executed by Seller; (vii) If the Assumption Documents are then available for execution, any of the Assumption Documents which require execution by Seller; and (viii) Such other instruments as may be reasonably necessary to effect the conveyance of the Property in accordance with this Contract. 8.2 Not later than 12:00 noon on December 23, 2002, Purchaser shall deliver into Escrow the following: (i) The documents required by the Existing Lender to effect the assumption of the Existing Indebtedness by Purchaser, duly executed by Purchaser; (ii) Four counterparts of the Lease executed by Purchaser; (iii) If the Assumption Documents are then available for execution, any of the Assumption Documents which require execution by Purchaser; (iv) Evidence reasonably satisfactory to Seller that the person or persons executing the Lease and the Closing documents on behalf of Purchaser have full right, power and authority to do so; and (v) Such other instruments as may be reasonably necessary to effect the conveyance of the Property in accordance with this Contract. 8.3 Not later than 12:00 noon on December 23, 2002, Syratech shall deliver into Escrow the following: (i) four counterparts of the Lease, duly executed by Syratech; (ii) A counterpart of an agreement between Seller and Syratech terminating the Existing Lease, duly executed by Syratech; and (iii) Evidence reasonably satisfactory to Purchaser that the person or persons executing the Lease on behalf of Syratech have full right, power and authority to do so. 8.4 Not later than 12:00 noon on the date of Closing, Seller and Purchaser will do the following: (i) Purchaser, Seller and Syratech (or their respective attorneys) will execute and deliver to Escrow Agent escrow instructions (“Escrow Instructions”), which may be delivered by facsimile, confirming that all prior deliveries by each of them into the Escrow remain in full force and effect and unchanged and directing Escrow Agent to proceed with Closing in accordance with this Contract; (ii) Seller and Purchaser will execute and deliver counterparts of a Closing Statement (which may be delivered by facsimile); (iii) Seller and Purchaser will execute and deliver any of the Assumption Documents not previously executed and delivered; provided that the condition set forth in Paragraph 3.3 fo this Contract, requiring full execution and delivery of the Assumption Documents not later than the date of Closing, will not have been satisfied unless and until the Assumption Documents have also been executed and delivered by the Purchaser and Existing Lender to the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed extent required by the Secretary provisions thereof (or an attesting secretary the Existing Lender has otherwise given in written the approval of the Mortgage Loan SellerAssumption Documents required by Paragraph 3.3), and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate other requirements of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not Paragraph 3.3 have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectusbeen satisfied; and (iiv) Such further certificatesPurchaser will deliver the Cash Balance of the Purchase Price, opinions by wire transfer of immediately available funds, adjusted in accordance with Paragraph 4 and documents as reduced by a credit for the Purchaser may reasonably requestDeposit; Escrow Agent will deliver the Deposit to Seller simultaneously with Closing.

Closing Documents. The Closing Documents 7.1. At the Closing, Seller shall consist cause to be delivered to the Title Company the following documents and instruments: 7.1.1. A limited warranty deed (the "Deed") in the form of Exhibit B annexed hereto. 7.1.2. An assignment of the following:Leases (the "Assignment of Leases") in the form of Exhibit C annexed hereto. 7.1.3. A ▇▇▇▇ of sale and assignment (a) This Agreement and the "▇▇▇▇ of Sale duly executed and delivered by Assignment") in the Purchaser and form of Exhibit D annexed hereto. 7.1.4. An assignment of the Mortgage Loan Seller; Contracts (bthe "Assignment of Contracts") An officer’s certificate substantially in the form of Exhibit E annexed hereto. 7.1.5. The Post-Closing Adjustment Letter in the form of Exhibit F annexed hereto. 7.1.6. The certificate in the form of Exhibit G annexed hereto (the "FIRPTA Certificate"). 7.1.7. A letter to each tenant in the form of Exhibit H annexed hereto (the "Tenant Notice Letters"), executed which letters shall be delivered to each of the tenants by Purchaser promptly after the Closing. Purchaser hereby indemnifies and holds Seller harmless from and against all loss, cost and expense incurred by Seller as a result of Purchaser's failure to so deliver the Tenant Notice Letters to each tenant promptly after the Closing, which indemnity shall survive the Closing. 7.1.8. A closing statement to be prepared by the Secretary or an attesting secretary Title Company and agreed upon by Seller and Purchaser (the "Closing Statement"). 7.1.9. A rent roll dated within three (3) days of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior certified by Seller to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are be true and correct in all material respects at and as of its date to the Closing Date with extent of Seller's actual knowledge. 7.1.10. An affidavit from Seller as to facts within Seller's knowledge in such form as will cause the same effect Title Company to omit from Purchaser's title insurance policy any exception for unrecorded mechanic's and materialman's liens. 7.1.11. Such other affidavits from Seller as if made on to facts within Seller's knowledge relevant to the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied determination by the Mortgage Loan Seller at or prior Title Company as to the Closing Date, and (iii) since the date condition of this Agreement, there will not have been, immediately prior title to the transfer Property and that Seller is not the subject of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely;a pending bankruptcy proceeding. (e) Powers of Attorney of the Mortgage Loan Seller, each in 7.1.12. If the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested thereof is provided by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions as assignment of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the CertificatesSeller's interest, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loansif any, in the form and substance acceptable telephone numbers for the Property. 7.1.13. Any other instruments specifically referred to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestin this Agreement.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E C hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (gf) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (ig) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus[RESERVED]; and (ih) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇B▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist Loan Parties will have delivered or caused to be delivered to Agent all of the followingfollowing documents in form and substance satisfactory to Agent: (ai) This Agreement Senior Term Notes evidencing the Senior Term Loans (as designated by Agent and the ▇▇▇▇ of Sale Purchasers pursuant to Section 2.1 and Annex A hereof) in aggregate original principal amounts as set forth herein, duly completed and executed and delivered by the Purchaser and the Mortgage Loan SellerParties; (bii) An officer’s certificate substantially one or more Subordinated Notes (as designated by Agent and Purchasers pursuant to Section 2.2 and Annex A hereof) in the form of Exhibit E heretoaggregate original principal amounts as set forth herein, duly completed and executed by the Secretary Loan Parties; (iii) one or an attesting secretary more Revolving Notes evidencing the Revolving Loans (as designated by Agent and Purchasers pursuant to Section 2.3 and Annex A hereof) in the maximum amounts as set forth herein, duly completed and executed by the Loan Parties; (iv) one or more Warrants (as designated by Agent and Purchasers pursuant to Section 2.4 and Annex A hereof) evidencing the right to acquire the number of shares of Class B Common Stock set forth in Section 2.4 and Annex A hereof, subject to adjustment from time to time in accordance with the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements terms thereof; (cv) A certificate one or more stock certificates representing the Preferred Stock purchased pursuant to this Agreement; (vi) one or more stock certificates representing the Class B Common Stock purchased pursuant to this Agreement; (vii) certificates of good standing regarding the Mortgage Loan Seller, dated not earlier more than 30 10 days prior to the Closing Date and the Additional Closing Date for each of the Loan Parties issued by their respective jurisdictions of organization and each jurisdiction where it is qualified to operate as a foreign corporation, or its equivalent; (viii) a copy of the Charter Documents of each of the Loan Parties, certified by the appropriate governmental official of the jurisdiction of its organization as of a date not more than 10 days prior to the Closing Date and the Additional Closing Date; (dix) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties a copy of the Mortgage By-laws of each of the Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and Parties, certified as of the Closing Date with and the same effect as if made on the Additional Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied Date by the Mortgage secretary, assistant secretary, manager or general partner, as applicable, of each respective Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyParty; (ex) Powers of Attorney a certificate of the Mortgage secretary or assistant secretary, manager or general partner of each of the Loan SellerParties, each in certifying as to the form names and true signatures of Exhibit C hereto, for the Master Servicer officers or other authorized person of the respective Loan Party authorized to sign this Agreement and the Special Servicer, respectivelyother documents to be delivered by the respective Loan Party hereunder; (fxi) Written opinions copies of counsel (the resolutions duly adopted by each Loan Party’s board of directors, general partners, board of managers or other governing body, authorizing the execution, delivery and performance by the respective Loan Party of this Agreement and each of the other agreements, instruments and documents contemplated hereby to which may include opinions the respective Loan Party is a party to, and the consummation of in-house counselall of the other Transactions, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications certified as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated of the Closing Date and addressed to the Purchaser and Additional Closing Date by the Principalssecretary, assistant secretary, manager or general partner of the respective Loan Party; (gxii) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A a certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date Closing Date and the Additional Closing Date from an officer, general partner or manager of each of the Preliminary ProspectusLoan Parties stating that the conditions specified in this Section 4.1 have been fully satisfied or waived by Agent; (xiii) certificates of insurance evidencing the existence of all insurance required to be maintained by the Loan Parties pursuant to Section 7.1(c), and Agent shall be satisfied with the type and extent of such coverage; (iixiv) a Mortgage Loan Seller CEO Certification dated as copies of all material leases to which any of the date of the Final ProspectusLoan Parties is a party to; and (ixv) Such further certificates, opinions and such other documents relating to the Transactions contemplated by this Agreement as the Purchaser Agent or its counsel may reasonably request.

Closing Documents. The On the initial Closing Documents Date, the Seller and the Servicer shall consist of deliver to the followingPurchaser in escrow fully executed originals of: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Sellerthis Agreement, including all exhibits; (b) An officeran Officer’s certificate substantially Certificate, in the form of Exhibit E I hereto, executed by for the Secretary or an attesting secretary of Seller and for the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and Servicer including all amendments, revisions, restatements and supplements thereofattachments thereto; (c) A certificate of good standing regarding the Mortgage Loan SellerSchedule, dated not earlier than 30 days prior one copy to the Closing Datebe attached hereto; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to opinion of in-house counsel for the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change substantially in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyform attached hereto as Exhibit J; (e) Powers of Attorney of the Mortgage Loan Seller, each an Escrow Account Certification in the form of annexed hereto as Exhibit C hereto, for the Master Servicer and the Special Servicer, respectivelyC; (f) Written opinions a Custodial Account Certification in the form annexed hereto as Exhibit B; IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be signed hereto by their respective officers thereunto duly authorized as of counsel (which may include opinions of inthe day and year first above written. ▇.▇. ▇▇▇▇▇▇ MORTGAGE ACQUISITION CORP., By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇ Name: ▇▇▇▇▇ ▇▇▇▇▇▇ Title: Vice President Taxpayer Identification Number: ▇▇-house counsel▇▇▇▇▇▇▇ CHASE MANHATTAN MORTGAGE CORPORATION Seller and Servicer By: /s/ ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Name: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Title: Vice President With respect to each Mortgage Loan, outside counsel or a combination thereof) for the Mortgage Loan SellerFile shall include each of the following items, in form reasonably acceptable to counsel which shall be available for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested inspection by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated and which shall be retained by the Closing Date and addressed Seller in the Servicing File or delivered to the Purchaser or its designee pursuant to Sections 2.04 and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer 2.05 of the Mortgage Loan Purchase, Warranties and Servicing Agreement. The original Mortgage Note endorsed "Pay to the order of ____________________________________________, without recourse," and signed in the name of the Seller or by an authorized officer, with all intervening endorsements showing a complete chain of title from the representative of originator to the Seller. If the Mortgage Loan was acquired by the Seller directly responsible for in a merger, the underwritingendorsement must be by "[Seller], origination and/or sale of the Mortgage Loans, in the form and substance acceptable successor by merger to the Purchaser and [name of predecessor]". If the Mortgage Loan was acquired or originated by the Seller (while doing business under another name, the endorsement must be by "[Seller] formerly known as [previous name]". In the event that the original Mortgage Note is lost, a “Mortgage Loan Seller CEO Certification”) and dated as lost note affidavit, together with a copy of the date Note will be provided. The lost note affidavit shall substantially comply with the form annexed hereto as Exhibit H. The original Mortgage with evidence of recording thereon, or a copy thereof certified by the public recording office in which such Mortgage has been recorded or, if the original Mortgage has not been returned from the applicable public recording office, a true certified copy, certified by the Seller, of the Preliminary Prospectus, and (ii) original Mortgage together with a Mortgage Loan Seller CEO Certification dated as certificate of the date Seller certifying that the original Mortgage has been delivered for recording in the appropriate public recording office of the Final Prospectus; and (i) Such further certificatesjurisdiction in which the Mortgaged Property is located. The original or certified to be true copy, opinions and documents as certified by the Purchaser may reasonably requestSeller, of the Primary Mortgage Insurance Policy, if required.

Closing Documents. The On the Closing Documents Date, Purchaser shall consist of have delivered or caused to be delivered to Company the followingduly executed closing documents set forth below: (ai) This certificates representing the Closing Shares, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form acceptable for transfer on the books of Purchaser; (ii) copies of resolutions of Purchaser’s Board and stockholders authorizing the execution, delivery and performance of this Agreement and the ▇▇▇▇ transactions contemplated hereby, including but not limited to the Potential Project and issuance of Sale duly the Transaction Shares, and of Purchaser’s Certificate of Incorporation and Bylaws, as amended, all as certified by Purchaser’s corporate secretary; (iii) an incumbency certificate executed by Purchaser’s corporate secretary; (iv) a certificate executed by Purchaser attesting that Purchaser has complied with all obligations and delivered covenants of Purchaser set forth in Section 4 of this Agreement; (v) a cross-receipt executed by the Purchaser, in a form reasonably satisfactory to Purchaser and the Mortgage Loan each Seller; (bvi) An officer’s a certificate substantially in from the form State of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan SellerDelaware, dated not no earlier than 30 ten (10) days prior to the Closing Date, as to the good standing of Purchaser in the State of Delaware; (dvii) A certificate executed by an authorized officer certifying that (i) except a legal opinion of ▇▇▇▇▇▇ & ▇▇▇▇▇▇ llp as previously disclosed to the valid issuance and non-assessability of the Transaction Shares; (viii) the Stockholder Agreement; (ix) the Escrow Agreement; (x) employment agreements, retention agreements, consulting agreements or other similar type of agreement with those certain key Purchaser employees identified by Purchaser and Company and specified in writingthe Purchaser Disclosure Schedule, in each case in a form and on terms mutually acceptable to the parties (the “Purchaser Employment Contracts”, and together with this Agreement, the representations LOI, the Stockholder Agreement, the Escrow Agreement, the Company Employment Contracts, the EPC Contracts, the Production Agreement and warranties the Mutual Disclosure Agreement, dated December 8, 2006, by and between Purchaser and Company, the “Transaction Documents”); (xi) evidence of transfer of funds as directed by Purchaser to reimburse Company of the Mortgage Loan Seller in or made pursuant to Section 4(a) documented, out-of-pocket fees and Section 4(b) of this Agreement are true expenses associated with the acquisition and correct in all material respects at and as permitting of the Closing Date with Parcels and the same effect as if made on planning, engineering and design of the Ethanol Plant up to, but not including the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (ixii) Such further certificates, opinions and documents as a commitment letter for financing of the Purchaser may reasonably requestfirst Train.

Closing Documents. The On or before the Initial Closing Documents Date, the Seller shall consist submit to the Purchaser fully executed originals of the following: (a) This following documents: this Agreement, in four counterparts; the Custodial Agreement, in six counterparts, in the form attached as Exhibit 6 hereto; a Custodial Account Letter Agreement and in the ▇▇▇▇ of Sale duly executed and delivered by form attached as Exhibit 7 hereto; as Escrow Account Letter Agreement in the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially form attached as Exhibit 8 hereto; an Officer's Certificate, in the form of Exhibit E 1 hereto, executed by including all attachments thereto; an Opinion of Counsel to the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C 2 hereto, for the Master Servicer ; and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) Seller's underwriting guidelines. The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the following documents: the related Confirmation; the related Mortgage Loan SellerSchedule, in form reasonably acceptable one copy to counsel for be attached hereto and one copy to be attached to the Purchaser and subject to such reasonable assumptions and qualifications Custodian's counterpart of the Custodial Agreement, as may be requested by counsel for the Mortgage Loan Seller Schedule thereto; a Custodian's Trust Receipt and Initial Certification, as required under the Custodial Agreement, in a form acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans; an Officer's Certificate, in the form and substance of Exhibit 1 hereto, including all attachments thereto; if requested by the Purchaser, an Opinion of Counsel to the Seller, in the form of Exhibit 2 hereto; if requested by the Purchaser, an Opinion of Counsel to the Custodian, in a form acceptable to the Purchaser and Purchaser; a Security Release Certification, in the form of Exhibit 3 hereto executed by any Person, as requested by the Purchaser, if any of the Mortgage Loan Seller (Loans has at any time been subject to any security interest, pledge or hypothecation for the benefit of such Person; a “Mortgage Loan Seller CEO Certification”) and dated as certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the date Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; and an Assignment and Conveyance in the form of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestExhibit 4 hereto.

Closing Documents. The Closing Documents Seller shall consist have delivered, or caused to be delivered to the Purchaser, the documents and instruments described below: (a) The opinion of counsel for the Seller, in form and substance reasonably satisfactory to the Purchaser and its counsel and containing such assumptions and limitations as are customary or reasonable for opinion letters normally provided in similar transactions, covering at least the following: (ai) This Agreement The Company is a North Carolina Limited Liability Company validly existing and in good standing under the laws of its state in which it was chartered; (ii) The execution, delivery, and performance of this Agreement, the other Acquisition Documents to which the Seller is a party, and the ▇▇▇▇ other instruments or documents required to be executed by the Seller in connection herewith and therewith have been authorized by all necessary Company and other actions of Sale the Seller and have been duly executed and delivered by the Seller and constitute legal, valid, and binding obligations of such parties enforceable in accordance with their terms to the extent the Purchaser should be able to realize the practical benefits thereof, except as such enforceability may be limited by bankruptcy, reorganization, insolvency, moratorium, or similar laws affecting the enforcement of creditor's rights and except as the Mortgage Loan Selleravailability of suitable remedies may be subject to judicial discretion; (biii) An officer’s certificate substantially in The consummation of the form of Exhibit E heretotransactions contemplated by this Agreement, the other Acquisition Documents to which the Seller is a party, and all other instruments or documents required to be executed by the Secretary Seller in connection herewith and therewith will not violate or an attesting secretary result in a breach of or constitute a default under the Articles of Organization or Operating Agreement or other organizational agreements of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofCompany; (civ) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except Except for such actions and proceedings as previously are disclosed to the Purchaser in writing, Seller's counsel does not know of any limitation, governmental investigation, actions, or suits, pending or threatened, against or relating to the representations transactions contemplated by this Agreement or any other Acquisition Document to which Seller is a party; and (v) On best information and warranties belief, the transaction contemplated herein will not violate any securities ("blue sky laws") of the Mortgage Loan Seller in state of North Carolina. (b) Certified copies of the resolutions adopted by the Members and Managers of the Company, or made pursuant to Section 4(a) and Section 4(b) of by appropriate committees thereof, authorizing this Agreement are true and correct the other Acquisition Documents and the transactions contemplated hereby and thereby. (c) Certificates of the Secretary of State of each of the states in all material respects at and which the Company is qualified to transact business as a foreign corporation, dated no earlier than May 1, 2005, respecting the good standing of the Company in each such jurisdiction the Company is domesticated or qualified by certificate to conduct business. (d) Operating Agreement of the Company certified as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer a manager of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely;Company. (e) Powers of Attorney Any and all licenses or renewals, and consents as may be necessary to effect the continuation of the Mortgage Loan Seller, each in Company's Business by the form Purchaser following the Closing of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively;this Agreement. (f) Written opinions of counsel (which may include opinions of in-house counselSuch other documents, outside counsel instruments, or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications certificates as may shall be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance or its counsel (inclusive of the Certificatesexecuted conveyances of certificates or units of ownership and or cancelled certificates and other assignments, each waivers and necessary releases of which shall include the Purchaser liens, mortgages and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller financial statements and security or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestUCC filings).

Closing Documents. The Closing Documents At the closing Seller shall consist execute and de-liver to Purchaser: (a) a Bill of Sale and Assignment of LLC Ownership Interests that i▇ ▇▇bstantially in the form of Exhibit D hereto; (b) certified copies of resolutions duly adopted by the Board of Directors and shareholders of Seller authorizing the sale of the followingAssets and the performance by Seller of its obligations hereunder; (d) an opinion of Seller's counsel, Michael S. Krome, P.C., dated as of the closing date, stating such ▇▇▇▇▇▇▇'▇ ▇▇▇▇▇▇n that: (i) Seller is a corporation duly organized, validly existing and in good standing under the laws of Delaware; (ii) Seller has full power and authority, corporate and otherwise, to enter into this agreement and perform its obligations hereunder; (iii) the execution and delivery of this agreement and the performance by Seller of its obligations hereunder have been duly authorized by the Board of Directors and shareholders of Seller and no further action or approval is required in order to constitute this agreement as the binding obligation of Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights generally; (iv) the execution and delivery of this agreement and the performance by Seller of its obligations hereunder do not and will not violate any provision of the Certificate of Incorporation or Bylaws of Seller; and (v) except as may be set forth in this agreement, such counsel is not representing Seller in any suit, action or proceeding against Seller which, if adversely determined, would prohibit the con-summation of the transactions contemplated by this agreement; and (e) such other instruments as may be necessary or proper to transfer to Purchaser all other ownership interests in the Assets to be transferred under this agreement At the closing Purchaser shall execute and deliver to Seller: (a) This the Promissory Note, Security Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; UCC Financing Statements provided for in Article 2 hereof; (b) An officer’s certificate substantially in the form certified copies of Exhibit E hereto, executed resolutions duly adopted by the Secretary or an attesting secretary Board of Directors and shareholders of Purchaser authorizing the purchase of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser Assets and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; performance by Purchaser of its obligations hereunder; (c) A certificate An opinion of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house Purchaser's counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date closing date, stating such counsel's opinion that: (i) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the Preliminary Prospectus, and Delaware; (ii) a Mortgage Loan Seller CEO Certification dated Purchaser has full power and authority, corporate and otherwise, to enter into this agreement and perform its obligations hereunder; (iii) the execution and delivery of this agreement and the performance by Purchaser of its obligations hereunder have been duly authorized by the Board of Directors and shareholders of Purchaser and no further action or approval is required in order to constitute this agreement as the binding obligation of Purchaser, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights generally; (iv) the execution and delivery of this agreement and the performance by Purchaser of its obligations hereunder do not and will not violate any provision of the date Certificate of Incorporation or Bylaws of Purchaser; and (v) except as may be set forth in this agreement, such counsel is not representing Purchaser in any suit, action or proceeding against Purchaser which, if adversely determined, would prohibit the consummation of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requesttransactions contemplated by this agreement.

Closing Documents. The Closing Documents for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the followingfollowing documents: (aA) This this Agreement and the ▇▇▇▇ of Sale duly (to be executed and delivered by only for the Purchaser initial Closing Date); (B) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (C) with respect to the initial Closing Date, the Guarantee, in the form of Exhibit I hereto, dated as of the initial Cut-off Date; (D) the related Mortgage Loan Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial Agreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan SellerSchedule thereto); (bE) An officera Custodian’s certificate substantially Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; (F) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit C hereto with respect to each of the Guarantor, the Seller and the Interim Servicer, including all attachments thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; (G) with respect to the initial Closing Date, an Opinion of Counsel of each of the Guarantor, the Seller and the Interim Servicer (who may be an employee of the Guarantor, the Seller or the Interim Servicer, as applicable), generally in the form of Exhibit D hereto (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (H) with respect to the initial Closing Date, an Opinion of Counsel of the Custodian (who may be an employee of the Custodian), in the form of an exhibit to the Custodial Agreement(s), if required; (I) a Security Release Certification, in the form of Exhibit E heretoor F, as applicable, hereto executed by the Secretary or an attesting secretary of the Mortgage Loan Sellerany person, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied requested by the Mortgage Loan Seller at or prior to the Closing DatePurchaser, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer if any of the Mortgage Loans pursuant have at any time been subject to this Agreementany security interest, pledge or hypothecation for the benefit of such person; (J) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any material adverse change in the financial condition of the Mortgage Loan SellerLoans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, executed by an executive officer of if applicable; (K) with respect to the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the initial Closing Date, upon which the Purchaser Underwriting Guidelines to be attached hereto as Exhibit G and with respect to each subsequent Closing Date, the Principals may relyUnderwriting Guidelines to be attached to the related Assignment and Conveyance; (eL) Powers of Attorney of the Mortgage Loan Seller, each Assignment and Conveyance Agreement in the form of Exhibit C H hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectusall exhibits thereto; and (iM) Such further certificates, opinions and documents as a MERS Report reflecting the Purchaser may reasonably requestas Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss of the closing documents until such time as they are received by the Purchaser or its attorneys.

Closing Documents. The Closing Documents (a) At the Closing, as a condition of the Partnership's obligation to close hereunder, Laurel Oak shall consist of deliver or cause to be delivered the following: (ai) This Agreement The Deed, executed by Laurel Oak, covering the Real Property (and separate quitclaim deeds to the Real Property utilizing new ALTA survey descriptions, if requested); (ii) The Bills of Sale executed by Laurel Oak covering the Personal Property; (iii) The Assignments, executed by Laurel Oak; (iv) As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the possession or control of Laurel Oak; (v) All machinery and/or equipment operating manuals, technical data and other documentation relating to the building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of Laurel Oak; (vi) All master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of Laurel Oak; (vii) Written notice from Laurel Oak or Laurel Oak's managing agent to each Tenant in form reasonably satisfactory to the Partnership stating that the Real Property have been sold to the Partnership and that tenant security deposits (if any) in Laurel Oak's possession have been transferred to the Partnership and directing the Tenants to make future rental payments to the Partnership at the address designated by the Partnership; (viii) Non-foreign person certification in the form attached hereto as Exhibit "J"; (ix) All building records and Tenant lease files with respect to the Real Property which are in the possession of Laurel Oak; (x) Each ▇▇▇▇ of Sale duly executed current real estate taxes, sewer charges and delivered by assessments, water charges and other utilities and to the Purchaser and extent in Laurel Oak's possession or control, bills for each of the Mortgage Loan Sellersame for the three (3) years, together with proof of payment thereof (to the extent same have been paid); (bxi) An officer’s certificate substantially All plans, specifications, as-built drawings, surveys, site plans, and final, written reports of architects, engineers and surveyors, and any other Personal Property forming part of the Property or any portion thereof, but only to the extent that the same exist and are in the form possession of Exhibit E hereto, executed Laurel Oak or any property manager controlled by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofLaurel Oak; (cxii) A certificate An affidavit or affidavits of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser title in writing, the representations and warranties favor of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made Title Insurer on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied form used by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Sellersuch Title Insurer, in form reasonably acceptable to counsel for Laurel Oak to enable the Purchaser and subject Title Insurer to such reasonable assumptions and qualifications as may be requested by counsel for issue the Mortgage Loan Seller and acceptable to counsel for the PurchaserCommitments described in Paragraph 5(b)(i). The Partnership shall require affirmative endorsements against mechanic's liens, dated the Closing Date and addressed to the Purchaser and the Principalsconsistent with Laurel Oak's obligations under Paragraph 5(b)(iii), above; (gxiii) Any other opinions A letter, from the New Jersey Department of counsel for Environmental Protection or its successor ("NJDEP") stating that the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance provisions of the CertificatesIndustrial Site Recovery Act, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.N.J.

Closing Documents. The Closing Documents Such Purchaser shall consist have received the following, each dated the date of the followingClosing Date for such Notes unless otherwise specified below: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered Note(s) to be purchased by the such Purchaser and the Mortgage Loan Selleron such Closing Date; (b) An officer’s certificate substantially in the form a Certificate of Exhibit E hereto, executed by the Secretary or an attesting secretary Assistant Secretary of the Mortgage Loan Seller, and dated Company certifying (A) that there have been no changes in the Certificate of Incorporation or other charter document of the Company since the date of the copies of such documents delivered pursuant to Section 1.2(a) (provided that for any Closing Date occurring after the Facility Closing Date, the Company may certify that there has been no change to such charter document since the date on which it was most recently delivered to such Purchaser), (B) that there have been no changes in the By-Laws of the Company since the date of the copies of such By-Laws delivered pursuant to Section 1.2(a) (provided that for any Closing Date occurring after the Facility Closing Date, the Company may certify that there has been no change to such governance document since the date on which it was most recently delivered to such Purchaser), (C) as to resolutions of the Board of Directors or other governing body of the Company authorizing the execution, delivery and upon performance of each Note Document to which the Purchaser Company is or is to be a party (copies of which shall be attached), (D) as to the names and true signatures of the Principals incumbent officers of the Company authorized to sign the Note Documents to which the Company is or, in certain cases, is to be a party (provided that for any Closing Date occurring after the Facility Closing Date, the Company may relycertify that there has been no change to such names and true signatures since the date on which they were most recently delivered to such Purchaser), attaching thereto and (E) that no dissolution or liquidation proceedings as exhibits to the Mortgage Loan Seller’s organizational Company (except to the extent permitted hereunder) have been commenced or are contemplated and (ii) a Certificate of the Secretary or an Assistant Secretary of each Restricted Subsidiary certifying (A) as to copies of the Certificate of Incorporation or other charter document, as applicable, of such Restricted Subsidiary attached to such Certificate and that there have been no changes to such document other than as attached to such Certificate (provided that for any Closing Date occurring after the date on which a Certificate pursuant to this Section 3.3(b)(ii) has been delivered with respect to such Restricted Subsidiary, such Restricted Subsidiary may certify that there has been no change to such charter documents since the date on which it was most recently delivered to such Purchaser), (B) as to the By-Laws or other similar governance document of such Restricted Subsidiary as in effect on the Closing Date (copies of which shall be attached) (provided that for any Closing Date occurring after the date on which a Certificate pursuant to this Section 3.3(b)(ii) has been delivered with respect to such Restricted Subsidiary, such Restricted Subsidiary may certify that there has been no change to such governance documents since the date on which they were most recently delivered to such Purchaser), (C) as to resolutions of the Board of Directors or other governing body of such Restricted Subsidiary authorizing the execution, delivery and all amendmentsperformance of each Note Document to which it is or is to be a party (copies of which shall be attached), revisions(D) as to the names and true signatures of the incumbent officers of such Restricted Subsidiary authorized to sign the Note Documents to which it is or is to be a party (provided that for any Closing Date occurring after the date on which a Certificate pursuant to this Section 3.3(b)(ii) has been delivered with respect to a Restricted Subsidiary, restatements such Restricted Subsidiary may certify that there has been no change to such names and supplements thereoftrue signatures since the date on which they were most recently delivered to such Purchaser), and (E) that no dissolution or liquidation proceedings as to such Restricted Subsidiary (except to the extent permitted hereunder) have been commenced or are contemplated; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior an Officer’s Certificate certifying (i) as to the matters set forth in Section 3.1, Section 3.2 and Section 3.9; (ii) that immediately after the consummation of the transactions contemplated on such Closing Date, the Company and its Restricted Subsidiaries taken as a whole, are and will be Solvent and the Company individually is and will be, Solvent; (iii) that after giving effect to the issuance of all Notes issued at such Closing and the application of the use of proceeds thereof, the Company is in compliance on a pro forma basis with the financial covenants set forth in Section 9.1 through Section 9.3 and in Section 9.9 and setting forth information and computations in reasonable detail demonstrating such compliance; (iv) that true complete and correct copies of each Private Placement Document and Principal Bank Facility Document has been delivered to such Purchaser; and (v) in the case of the Initial Closing, no Change in Control has occurred since the Facility Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except corporate good standing certificates dated as previously disclosed of a recent date as to the Purchaser Company and each Restricted Subsidiary from the jurisdiction in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyit is organized; (e) Powers a favorable opinion of Attorney of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Mortgage Loan SellerCompany and the Restricted Subsidiaries (or such other counsel designated by the Company and acceptable to ▇▇▇▇▇▇▇), each satisfactory to ▇▇▇▇▇▇▇ and substantially in the form of Exhibit C hereto3.3(e) and as to such other matters as ▇▇▇▇▇▇▇ may reasonably request. The Company hereby directs such counsel to deliver said opinion, for agrees that the Master Servicer issuance and the Special Servicersale of any Notes will constitute a confirmation of that direction, respectively;and understands and agrees that ▇▇▇▇▇▇▇ will and is hereby authorized to rely on such opinion; and (f) Written opinions a favorable opinion of General Counsel of the Company, as counsel (which may include opinions to the Company, satisfactory to ▇▇▇▇▇▇▇ and substantially in the form of in-house counsel, outside counsel or a combination thereofExhibit 3.3(f) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject as to such reasonable assumptions other matters as ▇▇▇▇▇▇▇ may reasonably request. The Company hereby directs such counsel to deliver said opinion, agrees that the issuance and qualifications as may be requested by counsel for the Mortgage Loan Seller sale of any Notes will constitute a confirmation of that direction, and acceptable understands and agrees that ▇▇▇▇▇▇▇ will and is hereby authorized to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals;rely on such opinions. (g) Any other opinions of counsel for each Subsidiary that is not an Unrestricted Subsidiary shall have executed and delivered the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; Subsidiary Guaranty (ior a joinder thereto) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, substantially in the form of Exhibit 3.3(g), and each Purchaser shall have received an affirmation of such Subsidiary Guaranty executed by all then existing Subsidiary Guarantors in form and substance acceptable reasonably satisfactory to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectussuch Purchaser; and (ih) Such further certificatessuch additional documents or certificates with respect to the legal matters or corporate or other proceedings related to the transactions contemplated hereby, opinions and documents as the Purchaser same may be reasonably requestrequested by such Purchaser.

Closing Documents. The At the Closing Documents shall consist of the following:(unless otherwise expressly indicated): (a) This Agreement Seller shall deliver to Purchaser the following items: (i) the Deed in accordance with Section 22 hereof. (ii) the Assignment of Space Leases executed by Seller, which assignment shall be in the form of Exhibit 1 attached hereto. (iii) duplicate originals, or if duplicate originals are not available, true and complete copies certified as true by Seller, of all of the Space Leases. (iv) to the extent in Seller's possession, the real estate tax bills then payable for the then current real estate tax year. (v) a duly executed certificate of Seller, in the applicable form set forth in Treasury Regulations Section 1.1445-2(b)(2). (vi) the checks, return and/or affidavit in accordance with Section 22 hereof. (vii) subject to the terms of Sections 26(a)(vii)(A)(B) and (C), below, at least three (3) business days prior to the Closing Date, estoppel certificates ("Estoppel Certificates"), in form and substance which does not vary materially from the form annexed hereto as Exhibit 2 executed by each of the Space Tenants; provided, however, with respect to Anchor Space Tenants, Seller shall only be required to deliver such Estoppel Certificates which are usual and customary for such Anchor Space Tenants (except that, other than for the Estoppel Certificate to be delivered by Wal-Mart Stores, Inc. [or its assignee] the Estoppel Certificates of all other Anchor Space Tenants shall cover at least the matters set forth in paragraphs 2 and 3 of Exhibit 2). (A) If the required Estoppel Certificates cannot be timely delivered, or if the Estoppel Certificates which are timely delivered do not cover the material applicable matters set forth in Exhibit 2 Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed sixty (60) days, to obtain satisfactory Estoppel Certificates, or deliver its certificate ("Seller's Certificate") with respect to not more than forty (40%) percent of rentable square feet of space leased by non-Anchor Space Tenants as of the date hereof, covering all of the matters set forth in Exhibit 2 if no Estoppel Certificate is delivered by a Space Tenant or covering the matters not covered by an Estoppel Certificate which is delivered by a Space Tenant. Subsequent to the Closing, Seller may deliver to Purchaser Estoppel Certificates or supplemental Estoppel Certificates covering those matters not covered by the previously delivered Estoppel Certificates. Upon delivery of such Estoppel Certificates, Seller shall be entirely released from any liability arising out of Seller's Certificate delivered at the Closing as Seller's Certificate relates to the particular Space Tenant and/or Space Lease covered by the Estoppel Certificate, to the extent the information contained in such Estoppel Certificates is consistent with the information contained in Seller's Certificate. If Seller does not or cannot deliver an Estoppel Certificate or Seller's Certificate, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close title notwithstanding the lack of the Estoppel Certificate or Seller's Certificate without any reduction of the Purchase Price and without any liability of Seller relative thereto. (1) In the event any Estoppel Certificate or Seller's Certificate shall indicate a default by landlord under a Space Lease (such default hereinafter being referred to as an "Estoppel Default"), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed sixty (60) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be as set forth in the last sentence of subparagraph (A) above. (2) Notwithstanding subsection 26(a)(vii)(B)(1), above, if, in Seller's good faith judgment either (x) the potential liability of any Estoppel Default is less than $250,000, and Seller indemnifies Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default or (y) the potential liability of any Estoppel Default is $250,000 or more and Seller and Purchaser agree upon a mutually acceptable resolution to such Estoppel Default, then, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate or Seller's Certificate, and the ▇▇Space Lease corresponding thereto, subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to clause (x) above. (viii) to the extent then in Seller's possession and control, copies of plans and specifications relating to the Property. (ix) a bill ▇▇ of Sale duly executed sale without representation or warranty for any personal property (including tradenames and delivered by the Purchaser and the Mortgage Loan Sellerwarranties, if any) being conveyed pursuant to this Contract; (bx) An officer’s certificate the Assignment of Service Contracts existing on the Closing Date executed by Seller, which assignment shall be in the form of Exhibit 3 attached hereto; and (xi) a title certification substantially in the form of Exhibit E 5 attached hereto. (b) Purchaser shall (i) pay to Seller or as Seller may direct, executed by the Secretary or an attesting secretary Purchase Price as provided in Section 3 hereof, (ii) pay all Mortgage Expenses and (iii) deliver the Lender's release of the Mortgage Loan SellerObligors (and their partners, and dated the Closing Datemembers, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents officers and/or shareholders) from any and all amendments, revisions, restatements obligations and supplements thereof;liabilities under the Loan Documents in accordance with Section 4(b). Escrowee shall deliver the Cash Deposit to Seller. (c) A certificate Purchaser shall execute, acknowledge (where required) and deliver to Seller: (i) the Assignment of good standing regarding the Mortgage Loan SellerSpace Leases. (ii) the Assignment of the Service Contracts. (iii) the checks, dated not earlier than 30 days prior to returns and/or affidavits in accordance with Section 22 hereof. (iv) a copy, certified as true and complete by Purchaser, of the Closing Date;Consent and Assumption Agreement in accordance with Section 4(b). (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed Seller and Purchaser shall execute a notice to the Purchaser in writing, the representations and warranties each of the Mortgage Loan Seller Space Tenants stating in or made pursuant substance that Purchaser has succeeded to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and Seller's interest as of landlord under the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestSpace Leases.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇B▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The (a) Seller shall execute and deliver at the Closing Documents shall consist of the followingfollowing documents: (a1) This Agreement a bargain and sale deed with covenants to the Real Property (the “Deed”). (2) a certificate from Seller certifying the information required by Section 1445 of the Internal Revenue Code and the ▇▇▇▇ regulations issued thereunder to establish, for the purposes of Sale duly executed satisfying Buyer’s tax withholding obligations, that Seller is not a “foreign person” as defined in Internal Revenue Code §1445(f)(3) (the “FIRPTA Certificate”); (3) a New York State Combined Real Estate Transfer Tax Return, Credit Line Mortgage Certificate and delivered by Certification of Exemption from the Purchaser and the Mortgage Loan Seller;Payment of Estimated Personal Income Tax (Form TP-584); and (4) a New York State Real Property Transfer Report. (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, Buyer shall execute and dated deliver at the Closing Datethe following documents: (1) a New York State Combined Real Estate Transfer Tax Return, Credit Line Mortgage Certificate and upon which Certification of Exemption from the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof;Payment of Estimated Personal Income Tax (Form TP-584); and (2) a New York State Real Property Transfer Report. (c) A certificate Seller and Buyer shall each execute and deliver at Closing such other instruments as are reasonably required by Title Company or otherwise required for Closing and to consummate the purchase of good standing regarding the Mortgage Loan Property in accordance with the terms hereof, including, without limitation, an agreement (the “Designation Agreement”) designating Title Company as the “Reporting Person” for the transaction pursuant to Section 6045(e) of the Internal Revenue Code and the regulations promulgated thereunder, and executed by Seller, dated not earlier than 30 days prior to Buyer and Title Company. The Designation Agreement shall comply with the Closing Date;requirements of Section 6045(e) of the Internal Revenue Code and the regulations promulgated thereunder. (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed Contemporaneously with Closing, Seller shall deliver to Buyer the following, to the Purchaser extent in writingSeller’s possession or control and to the extent not previously delivered: the originals (or copies) of any governmental licenses, permits and approvals held by Seller relating to the representations Property; and warranties all keys to the improvements of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) Real Property. All the foregoing shall become the property of this Agreement are true and correct in all material respects Buyer at and as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely;Closing. (e) Powers of Attorney Contemporaneously with Closing, Seller shall pay, or require Buyer to pay, with a credit to the balance of the Mortgage Loan SellerPurchase Price due at Closing, each in the form of Exhibit C hereto, for the Master Servicer any and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser all New York State real property transfer taxes in connection with the issuance conveyance of the Certificates, each of which shall include the Purchaser and the Principals Real Property as addressees; (i) A certificate required by Article 31 of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestTax Law.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇B▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, substantially in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller set forth in Exhibit G hereto (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 7 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement and An Officers’ Certificate of the ▇▇▇▇ of Sale duly executed and delivered by Seller, dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the Mortgage Loan Seller“Underwriter”) may rely, in a form acceptable to the Purchaser; (b) An officerA Secretary’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary Certificate of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller; (ec) Powers An Opinion of Attorney Counsel of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the PrincipalsUnderwriter, in a form acceptable to the Purchaser; (d) An Officers’ Certificate of the Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser; (e) A Secretary’s Certificate of the Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (g) Any other opinions A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by Purchaser’s Prospectus Supplement, dated January 30, 2007 and the Purchaser in connection Purchaser’s Private Placement Memorandum, dated January 30, 2007, agrees with the issuance records of the Certificates, each of which shall include the Purchaser and the Principals as addresseesSeller; (ih) A certificate Letters from certified public accountants for the Originator, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement, dated January 30, 2007 under the subheading “The Servicer” and the Purchaser’s Private Placement Memorandum, dated January 30, 2007, under the subheading “The Servicer” agrees with the records of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final ProspectusServicer; and (i) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The (a) On or before the Closing Documents Date, Purchaser shall consist deliver to Escrow Agent the balance of the Purchase Price plus or minus prorations, in accordance with the closing statement prepared by Escrow Agent. (b) On the Closing Date, Seller shall deliver to Purchaser possession of the Property; all keys used in connection with the Property; original Leases in Seller’s possession or control (and copies of each Lease for which an original is not delivered), copies of the Tenants Lease files (which will be available at the Property); originals of the Service Contracts to the extent retained by Purchaser (and copies of each Service Contract for which an original was not retained by Purchaser), licenses, occupancy agreements, lease commission agreements, permits, and other agreements executed by Seller affecting the Property; and originals of all Licenses in Seller’s possession or control (and copies of each License for which an original is not delivered). (c) On or before the Pre-Closing Date, Seller and Purchaser (where applicable) shall deliver to Escrow Agent or the other party, as applicable, executed originals of the following: (ai) This Agreement the Deed (in the form of Exhibit F attached hereto) executed by Seller subject only to the Permitted Exceptions and those Unpermitted Exceptions waived by Purchaser, if any; (ii) the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E G attached hereto, ) which shall be executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, Seller and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofPurchaser; (ciii) A certificate of good standing regarding a closing statement prepared by the Mortgage Loan Seller, dated not earlier than 30 days prior to Escrow Agent (the Closing Dateclosing statement can be sent by facsimile and no original is required); (div) A certificate executed by an authorized officer certifying that assignment and assumption of all Service Contracts (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C H attached hereto, for the Master Servicer ) which shall be executed by Seller and the Special Servicer, respectivelyPurchaser; (fv) Written opinions an assignment and assumption of counsel all Leases and security deposits (in the form of Exhibit I attached hereto) which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may shall be requested executed by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (gvi) Any other opinions of counsel for the Mortgage Loan an updated rent roll, dated no earlier than three (3) business days prior to Closing, certified by Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser as true and the Principals as addresseescorrect; (ivii) A certificate a notice to the tenants of the senior executive officer transfer of title and the assumption by Purchaser of the Mortgage Loan Seller or landlord’s obligations under the representative of Leases and the Mortgage Loan Seller directly responsible for obligation to refund the underwriting, origination and/or sale of the Mortgage Loans, security deposits (in the form of Exhibit J attached hereto), which shall be executed by Seller and substance acceptable to the Purchaser and the Mortgage Loan Seller Purchaser; (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (iiviii) a Mortgage Loan Seller CEO Certification dated as non-foreign affidavit (in the form of the date of the Final Prospectus; and (i) Such further certificatesExhibit K attached hereto), opinions and documents as the Purchaser may reasonably request.executed by Seller;

Closing Documents. The A. At the time of Closing, Sellers shall deliver (or shall have delivered to the Escrow Agent as noted below) the following duly executed documents (it being understood that Seller shall deliver to Buyer at Closing Documents shall consist one complete set of each of the following:following closing documents and deliveries relating to each parcel comprising the Property): 1. Two (a2) This Agreement business days prior to Closing, a special warranty deed (the “Deed”), conveying the Property to the Buyer, subject only to the Permitted Exceptions, in the forms attached hereto as Schedule 4. 2. Two (2) business days prior to Closing, two counterparts of an assignment of personal property, service contracts, warranties and leases, in the form attached hereto as Schedule 6 and by this reference made a part hereof, duly executed by Sellers, pursuant to which (i) Sellers shall convey the tangible Personal Property, the Intangible Property, the Warranties, the Licenses and Permits, the Books and Records and the Plans and Specs to Buyer, and (ii) Sellers shall assign to Buyer, and Buyer shall assume from and after the date of Closing, Sellers’ interest in and to the Leases and Designated Service Contracts, as amended or supplemented pursuant to this Agreement (the “▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan SellerAssignment”); 3. Two (b2) An officer’s certificate substantially business days prior to Closing, a notice, countersigned with Buyer (the “Tenant Notice”) in the form of Exhibit E Schedule 7 attached hereto, executed by the Secretary or an attesting secretary which Buyer shall send to each tenant under each of the Mortgage Loan SellerLeases informing such tenant of the sale of the Property and of the assignment to Buyer of Sellers’ interest in, and dated obligations under, the Leases (including, if applicable any security deposits) and directing that all rent and other sums payable after the Closing Date, and upon which under each such Lease shall be paid as set forth in the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof;notice. 4. Two (c2) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 business days prior to Closing, a certificate (“Seller’s Closing Certificate”), dated as of the date of Closing Date; (d) A certificate and duly executed by an authorized officer certifying Sellers, in the form of Schedule 8 attached hereto, stating that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller Sellers contained in or made pursuant to Section 4(a) and Section 4(b) 7 of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of Closing. 5. Two (2) business days prior to Closing, such evidence as the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated Title Company may reasonably require as to the authority of the date person or persons executing documents on behalf of Sellers; 6. Two (2) business days prior to Closing, an affidavit duly executed by Sellers stating that Sellers are not a “foreign person” as defined in the Federal Foreign Investment in Real Property Tax Act of 1980 and the 1984 Tax Reform Act and a title insurance affidavit and GAP Indemnity, if required by the Title Company, duly executed by Sellers or a representative of Sellers, in form and content reasonably satisfactory to Sellers and the Title Company; 7. To Buyer, at the Property, possession of the Final ProspectusLeases together with such leasing and property files and records which are material in connection with the continued operation, leasing and maintenance of the Property, all to the extent not previously delivered; and together with a copy of the Rent Roll for the Property dated not more than two (i2) Such further certificatesBusiness Days prior to Closing showing all categories of information shown in the rent roll attached hereto as Schedule 9, opinions certified by Sellers to be true, correct and documents as complete in all material respects; 8 Possession and occupancy of the Purchaser may reasonably request.Property, subject to the Permitted Exceptions;

Closing Documents. The Closing Documents Without limiting the generality of Section 7 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement and An Officers’ Certificate of the ▇▇▇▇ of Sale duly executed and delivered by Seller, dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the Mortgage Loan Seller“Underwriter”) may rely, in a form acceptable to the Purchaser; (b) An officerA Secretary’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary Certificate of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller; (ec) Powers An Opinion of Attorney Counsel of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the PrincipalsUnderwriter, in a form acceptable to the Purchaser; (d) An Officers’ Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser; (e) A Secretary’s Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (g) Any other opinions A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by Purchaser’s Prospectus Supplement, dated December 28, 2005 and the Purchaser in connection Purchaser’s Private Placement Memorandum, dated December 30, 2005, agrees with the issuance records of the Certificates, each of which shall include the Purchaser and the Principals as addresseesSeller; (ih) A certificate Letters from certified public accountants for each Originator, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement, dated December 28, 2005 under the subheading “The Master Servicer and the Servicers—The Servicers” and the Purchaser’s Private Placement Memorandum, dated December 30, 2005, under the subheading “The Master Servicer and the Servicer—The Servicer” agrees with the records of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final ProspectusServicer; and (i) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate from the Mortgage Loan Seller and SMC, each substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan SellerSeller or SMC, respectively, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s or SMC’s, respectively, organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan SellerSeller and SMC, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and SMC and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller and SMC reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The At the Dry Closing Documents (except as otherwise noted below), Seller shall consist deliver to Escrow Agent the following documents (all of the following: (a) This Agreement and the ▇▇▇▇ of Sale which shall be duly executed and witnessed by Seller, Current Owner and/or Phase I Permit Entity, as applicable, which documents Buyer agrees to cause BR-TBR Owner to execute where required): 8.3.1 A Deed, in the form attached as Exhibit "E" hereto and by this reference made a part hereof, conveying to BR-TBR Owner all of Seller’s right, title and interest in and to the Property. The deed to be delivered by Current Owner to Seller (the Purchaser “Current Owner Deed”) shall be on the same form attached as Exhibit "E" hereto, with only transaction-specific changes being made thereto, and same shall be executed by Current Owner and delivered into escrow at the Dry Closing. 8.3.2 An Affidavit of Title, in the form attached as Exhibit "F" hereto and by this reference made a part hereof, same to be updated by Seller at the Disbursement Closing. Current Owner shall execute an affidavit of title on the same form attached as Exhibit "F" hereto, with only transaction-specific changes being made thereto, and same shall be delivered into escrow at the Dry Closing and updated by Current Owner at the Disbursement Closing. 8.3.3 Such evidence as Buyer and the Mortgage Loan Title Insurer shall reasonably require as to the authority of the parties acting on behalf of Seller to enter into this Agreement and to discharge the obligations of Seller pursuant hereto, same to be updated by Seller at the Disbursement Closing. Similar evidence as to Current Owner shall also be provided by Current Owner at the Disbursement Closing. 8.3.4 Signature pages for the Closing Statement (the Closing Statement shall be updated by the parties on the Disbursement Closing Date to reflect updated amounts). 8.3.5 A Non-Foreign Affidavit in the form attached as Exhibit "H" hereto and by this reference made a part hereof. Current Owner shall execute a Non-Foreign Affidavit on the same form attached as Exhibit "H" hereto, with only transaction-specific changes being made thereto, and same shall be delivered into escrow at the Dry Closing. 8.3.6 A 1099 certificate. 8.3.7 A certificate (“Closing Certificate”), dated as of the Dry Closing Date, and to be updated at the Disbursement Closing, and duly executed by Seller; (b) An officer’s certificate substantially , Current Owner and Phase I Permit Entity, in the form of Exhibit E "I" attached hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying stating that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller Seller, Current Owner and Phase I Permit Entity contained in or made pursuant to Section 4(a) and Section 4(b) 7 of this Agreement are true and correct in all material respects at and as of the Closing Date (with appropriate modifications to reflect any changes therein or identifying any representation or warranty which is not, or no longer is, true and correct and explaining the same effect as if made on state of facts giving rise to the Closing Date, (ii) the Mortgage Loan Seller has, change). The inclusion of any change or exception in all material respects, complied with all the agreements and satisfied all the conditions on its part required such certificate shall not prejudice Buyer’s rights under this Agreement with respect to the subject matter of such change or exception, and shall not excuse Seller or Current Owner for breaching any representation or warranty when made as of the Contract Date. 8.3.8 A b▇▇▇ of sale and assignment for the Personalty and the Related Assets. Current Owner shall execute a similar b▇▇▇ of sale and assignment for the Personalty and the Related Assets, with only transaction-specific changes being made thereto, and same shall be delivered into escrow at the Dry Closing. 8.3.9 At the Disbursement Closing, the Easements, to the extent in final form, but not otherwise. 8.3.10 All documents required to satisfy the Release Condition and to cause the Existing Financing deed of trust and any Uniform Commercial Code financing statements against Current Owner or Seller to be performed released from record title or satisfied terminated, as applicable (collectively, the “Release Condition Documents”). 8.3.11 Such additional documents as shall be reasonably required by Title Insurer to issue the Title Policy or complete the conveyance of the Property contemplated by this Agreement to BR-TBR Owner, including a gap indemnity if required by the Mortgage Loan Title Insurer. Simultaneously with the Disbursement Closing and if not previously delivered to BR-TBR Owner or located at the Property, Seller at or prior will deliver to BR-TBR Owner, outside of the Closing Dateescrow, and (iii) since the date of this Agreementoriginals or, there will if originals are not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition possession or control of Current Owner, Seller or the Mortgage Loan Property Manager, copies (if in Seller’s, executed by an executive officer Current Owner’s or Property Manager's possession or control) of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectusall Related Assets, and (ii) a Mortgage Loan Seller CEO Certification dated as all manufacturer’s warranties and manuals relating to any Personalty that is part of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestProperty.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇B▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed on Schedule D-1 to Exhibit D to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (ih) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Seller and Forsbergs shall consist of have delivered, or caused to be delivered to the followingPurchaser, the documents and instruments described below: (a) This Copies of the resolutions adopted by the Boards of Directors of the Seller authorizing this Agreement and the ▇other Acquisition Documents and the transactions contemplated hereby and thereby. (b) Warranty Deed for the Real Property, and Title Policy. (c) B▇▇▇ of Sale duly executed and delivered by for the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially Transferred Assets, including assignment of Trade Names in the form of Exhibit E Schedule 2.9 hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date;. (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed copy of Articles of amendment to the Purchaser in writing, the representations and warranties Articles of Incorporation of the Mortgage Loan Seller, duly authorized and executed and in form and substance, filed by the Seller in or made pursuant to Section 4(a) and Section 4(b) with the Secretary of this Agreement are true and correct in all material respects at and as State of the Closing Date State of Idaho, changing the Seller’s name to F▇▇▇▇▇▇▇ Investments, Inc. (which purchaser hereby acknowledges does not include the Trade Name, any variation thereof, or any other word which could be reasonably confused therewith). Seller will have filed an Application for Reservation of Legal Entity Name with the same effect as if made on Secretary of State of the Closing DateState of Idaho, (ii) reserving the Mortgage Loan Seller hasname “Mine Fabrication & Machine, in all material respectsInc.” until Closing, complied with all the agreements and satisfied all the conditions on its part required under this Agreement at which t▇▇▇ ▇▇▇▇▇▇ shall deliver to be performed or satisfied Purchaser a notice of transfer of a reserved corporate name suitable for immediate filing by the Mortgage Loan Seller at or prior to Purchaser with the Closing Date, and (iii) since the date Secretary of this Agreement, there will not have been, immediately prior to the transfer State of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition State of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely;Idaho. (e) Powers Acknowledgement that a total of Attorney $7,150.00 is to be applied to the first two payments on Promissory Note #1, being (1) Seller’s reimbursement to Purchaser for computer equipment ($1,000.00), (2) Seller’s reimbursement to Purchaser for and in consideration of the Mortgage Loan any potential issues that could arise with respect to Seller’s and Forsbergs’ non-conformity with conditions specified in certain Business Development Permits, each as more fully detailed in the form of Exhibit C Schedule 2.17 hereto, for the Master Servicer which Purchaser hereby agrees to indemnify and the Special Servicerhold harmless Seller and Forsbergs ($5,000.00), respectively;and (3) Seller’s reimbursement for Purchaser’s prorata share of annual rent on that certain Lease detailed further in Schedule 2.5(1) hereto ($1,150). (f) Written opinions List of counsel Seller’s customers, vendors and employees, and a disc and/or hard copies of invoices and purchase orders containing the sales, pricing, and customer history of the Seller for a five (which may include opinions of in-house counsel, outside counsel or a combination thereof5) for the Mortgage Loan Seller, in form reasonably acceptable year period prior to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals;Closing. (g) Any Such other opinions of counsel for the Mortgage Loan Seller documents or instruments as shall be reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestits counsel.

Closing Documents. The "Closing Documents Documents" for the ----------------- Mortgage Loans to be sold on any Closing Date shall consist of the following: (a) This If such Closing Date is the initial Closing Date, this Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate With respect to each Mortgage Loan Package sold on such Closing Date, an Assignment and Conveyance from the Seller to the Purchaser or its designee, substantially in the form of Exhibit E 8 annexed hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the such Closing Date, and upon which with a copy of the Purchaser and the Principals may rely, attaching thereto as exhibits the related Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofSchedule attached thereto; (c) A An Officers' Certificate of the Seller in the form of Exhibit 2 annexed hereto, dated such Closing Date, and attached thereto resolutions of the board of directors of the Seller, in a form substantially similar to Exhibit 3 annexed hereto, together with copies of the documents governing the Seller's organization and a certificate of good standing regarding of the Mortgage Loan Seller, dated not earlier than 30 days ; (d) On the initial Closing Date and on each subsequent Closing Date on which the Purchaser requests such opinion due to the Purchaser's reasonable determination that the Seller's condition may have changed prior to the initial Closing Date, a written opinion of counsel for the Seller reasonably satisfactory to the Purchaser, substantially in the form of Exhibit 4 annexed hereto, dated such Closing Date; (de) A certificate executed by an authorized officer certifying that (i) except as previously disclosed With respect to the Purchaser in writing, the representations and warranties of the each Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made Package sold on the such Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the a cross-receipt dated such Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each substantially in the form of Exhibit C 7 annexed hereto, for duly executed by the Master Servicer Seller and the Special Servicer, respectively;Purchaser; and (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any Such other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Seller shall consist have delivered to Purchaser with respect to the Property the following items, each of the followingwhich shall be duly executed and acknowledged by Seller as applicable: (a) This Agreement and A grant deed in the form attached hereto as Exhibit B conveying the Real Property, in fee simple, to Purchaser, subject to the Permitted Exceptions; (b) An Assignment of Contracts in the form set forth in Exhibit C hereto, an Assignment of Intangible Property in the form set forth in Exhibit D hereto, a Warranty ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of set forth in Exhibit E hereto, executed transferring and assigning to Purchaser all rights, title and interest of Seller (and MI or its Affiliates, as applicable) in the Assets. Notwithstanding anything to the contrary contained in this Agreement, only those Contracts and Intangible Property that are assignable or transferable by Seller will be transferred to Purchaser at Closing. If any Contract or Intangible Property is not assignable or transferable by Seller pursuant to the Secretary terms of such Contract or an attesting secretary Intangible Property, Seller agrees to work in good faith and use commercially reasonable efforts (which does not include the payment of funds) to have such Contract and/or Intangible Property assigned to Purchaser by Seller promptly after the Mortgage Loan SellerClosing; provided, and dated the Closing Datehowever, and upon Seller shall have no obligation to transfer to Purchaser any Intangible Property which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofis not assignable or transferable by Seller pursuant to any applicable governmental laws or regulations; (c) A copy of the final certificate of good standing regarding occupancy for the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing DateReal Property; (d) A certificate executed Preliminary Change of Ownership form in the proper form for Orange County, California setting forth the requested information identifying the Property so that the same may be completed and filed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relydeed; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectivelyThe Management Agreement; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals;The Owner Agreement (g) Any A FIRPTA Affidavit or Transferor's Certificate of Non-Foreign Status as required by Section 1445 of the Internal Revenue Code and, if applicable, an IRS Form 1099; (h) An owner's affidavit in the usual and customary form of the Title Company, gap indemnity agreement and other opinions of counsel for the Mortgage Loan Seller documents reasonably requested by any nationally recognized statistical rating organization engaged required by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addresseesTitle Company; (i) A certificate settlement statement; (j) The necessary certificates of titles duly endorsed for transfer together with any required affidavits and other documentation necessary for the transfer of title or assignment of leases from Seller to Purchaser of any motor vehicles used in connection with the Hotel's operations; (k) Certified copy of resolutions of the senior executive officer Board of Directors of Seller, or other evidence satisfactory to Purchaser and the Mortgage Loan Seller or Title Company, authorizing the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage LoansProperty contemplated by this Agreement and evidencing that the person or persons executing the closing documents on behalf of Seller have full right, power and authority to do so, along with a certificate of good standing of Seller from the state in which Seller is organized and from the form and substance acceptable state in which the Property is located; (l) To the extent not previously delivered to Purchaser, the Records; (m) Possession of the Property, subject to the Purchaser Management Agreement and guests occupying the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final ProspectusHotel; and (in) Such further other conveyance documents, certificates, opinions deeds, affidavits and documents other instruments as may be contemplated by this Agreement or as may be reasonably required or customary in California to effectuate the Purchaser may reasonably requesttransactions contemplated by this Agreement.

Closing Documents. The Seller shall deliver to Purchaser on the Closing Documents shall consist of the followingDate: (ai) This Agreement A duly executed special warranty deed conveying the Real Property and Improvements to Purchaser, free and clear of all encumbrances other than the ▇Permitted Encumbrances (the "Deed"); (ii) A duly executed B▇▇▇ of Sale for any personal property that is a part of the Facility, in the form attached hereto as Exhibit I; (iii) An assignment of the Tenant Leases to Tenant, in the form attached as Exhibit J. It is understood that the Tenant Leases will be subleases after Closing. (iv) Such additional bills of sale, certificates of title and other appropriate instruments of assignment and conveyance, in form mutually but reasonably satisfactory to Purchaser and Seller, dated as of the Closing, conveying all title to the Assets, free and clear of all liens, liabilities, security interests or encumbrances except as otherwise permitted herein; (v) Evidence of the authority of Seller to execute and deliver the Seller Documents in order to effectuate the Closing; (vi) Duly executed affidavit in form satisfactory to obtain the Title Policy, without exception for mechanic’s, materialman’s or other statutory liens; (vii) A closing statement setting forth in reasonable detail the financial transactions contemplated by this Agreement, including, without limitation, the Purchase Price, all prorations, and the allocation of costs specified herein ("Closing Statement"), duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (cviii) A duly executed bring-down certificate in form acceptable to Purchaser, reaffirming that the representations and warranties of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to Seller are true and correct as of the Closing Date; (dix) A duly executed certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties affidavit of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relynon-foreign status; (ex) Powers of Attorney of the Mortgage Loan Seller, each The duly executed Facility Lease and Guaranty in the form attached as Exhibit K. In addition, Tenant, as Tenant, shall execute and deliver to Purchaser, as lessor, such Uniform Commercial Code financing statements and/or fixture filings evidencing Purchaser’s ownership of Exhibit C heretothe Personal Property. Such financing statements and/or fixture filings shall describe with particularity the Personal Property, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, shall be in form reasonably acceptable to counsel sufficient for the Purchaser and subject to such reasonable assumptions and qualifications recording or filing, as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaserapplicable, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which appropriate Governmental Authority and shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable be otherwise satisfactory to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final ProspectusPurchaser; and (ixi) Such further certificates, opinions and Any other documents as reasonably required by the Purchaser may reasonably requestTitle Company.

Closing Documents. The Closing Documents At the Closing, Sellers shall consist of the followingexecute and deliver to Sellers' Attorney: (a) This Agreement the Certificate or Certificates for the Shares duly endorsed so as to effectively transfer ownership of the Shares to Purchaser; As security for the indebtedness, the Purchaser's shares shall be signed in blank and delivered, along with the original Leases to the subject premises identified herein, to Sellers' attorney, ▇▇▇▇▇ ▇. ▇▇▇▇▇ ("Escrowee"), to be hand in escrow by him as provided for herein. Purchaser shall pay all costs and fees in connection with the filing and preparation of Sale duly executed the Security Agreement and delivered by the Purchaser and the Mortgage Loan Seller;forms, including Sellers, attorneys, fees. (b) An officer’s certificate substantially in the form letters of Exhibit E hereto, executed by the Secretary or an attesting secretary resignation from each director and officer of the Mortgage Loan SellerCorporation, and dated effective as of the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof;. 45 (c) A certificate the Certificate of good standing regarding Incorporation and other organizational documents of the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date;Corporation. (d) A certificate executed UCC-l financing statements/forms and other forms necessary to secure Purchaser's indebtedness. The Stock Certificate/Certificates and all other documents shall be held in escrow by an authorized officer certifying that (i) except Sellers' attorney until such time as previously disclosed full payment is made to the Purchaser Sellers. In the event of a default in writingthe payment of any sums due under the Note, the representations Escrow Agent shall turn over the Stock Certificates and warranties other documents to the Sellers, and said Sellers may then re-enter the premises. In the event of a default, Sellers may declare the entire unpaid principal balance due and payable, and in addition shall have all rights and remedies provided for in the Notes and Security Agreements. In the event Escrowee receives a Notice that there was a default in the payment of any installment due under the Note, upon ten (10) days notice to Purchaser, by Certified Mail, RRR, Escrowee shall deliver the Stock Certificates to Sellers, at which time Sellers may complete the blank endorsement, thereby transferring said shares as directed by Sellers, and Sellers may take possession of the Mortgage Loan Seller in or made pursuant Original Leases to Section 4(athe subject premises. At the Closing, Purchaser shall execute and deliver to Sellers: (a) Promissory Note/Notes, Security Agreement, UCC-I's, Guarantee and Section 4(b) any other documents needed to secure payment of this the Note/Notes. The Security Agreement are true and correct shall give Sellers a security interest in all material respects at property, furniture, fixtures, equipment, merchandise, computers, games, stock, inventory, accounts receivable, bank accounts and as all other assets, property and rights of the Closing Date with the same effect as if made on the Closing DatePurchaser. (b) Assumption Agreement and any documents needed to effectuate Purchaser and Guarantors agreement to assume any and all obligations, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements financial and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer otherwise of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely;including but not limited to (ec) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestGeneral Releases.

Closing Documents. The At the Closing Documents shall consist of the following:(unless otherwise expressly indicated): (a) This Agreement Seller shall deliver to Purchaser the following items: (i) the Deed in accordance with Section 22 hereof. (ii) the Assignment of Space Leases exe- cuted by Seller, which assignment shall be in the form of Exhibit 1 attached hereto. (iii) duplicate originals, or if duplicate originals are not available, true and complete copies certified as true by Seller, of all of the Space Leases. (iv) to the extent in Seller's possession, the real estate tax bills then payable for the then current real estate tax year. (v) a duly executed certificate of Seller, in the applicable form set forth in Treasury Regulations Section 1.1445- 2(b)(2). (vi) the checks, return and/or affidavit in accordance with Section 22 hereof. (vii) subject to the terms of Sections 26(a)(vii)(A)(B) and (C), below, at least three (3) business days prior to the Closing Date, estoppel certificates ("Estoppel Certificates"), in form and substance which does not vary materially from the form annexed hereto as Exhibit 2 executed by each of the Space Tenants; provided, however, with respect to Anchor Space Tenants, Seller shall only be required to deliver such Estoppel Certificates which are usual and customary for such Anchor Space Tenants (except that, other than for the Estoppel Certificate to be delivered by Wal-Mart Stores, Inc. [or its assignee] the Estoppel Certificates of all other Anchor Space Tenants shall cover at least the matters set forth in paragraphs 2 and 3 of Exhibit 2). (A) If the required Estoppel Certificates cannot be timely delivered, or if the Estoppel Certificates which are timely delivered do not cover the material applicable matters set forth in Exhibit 2 Seller may, but shall not be obligated to, adjourn the Closing for a period not to exceed sixty (60) days, to obtain satisfactory Estoppel Certificates, or deliver its certificate ("Seller's Certificate") with respect to not more than forty (40%) percent of rentable square feet of space leased by non-Anchor Space Tenants as of the date hereof, covering all of the matters set forth in Exhibit 2 if no Estoppel Certificate is delivered by a Space Tenant or covering the matters not covered by an Estoppel Certificate which is delivered by a Space Tenant. Subsequent to the Closing, Seller may deliver to Purchaser Estoppel Certificates or supplemental Estoppel Certificates covering those matters not covered by the previously delivered Estoppel Certificates. Upon delivery of such Estoppel Certificates, Seller shall be entirely released from any liability arising out of Seller's Certificate delivered at the Closing as Seller's Certificate relates to the particular Space Tenant and/or Space Lease covered by the Estoppel Certificate, to the extent the information contained in such Estoppel Certificates is consistent with the information contained in Seller's Certificate. If Seller does not or cannot deliver an Estoppel Certificate or Seller's Certificate, Purchaser's sole remedy shall be to terminate this Contract and receive the return of the Deposit or to close title notwithstanding the lack of the Estoppel Certificate or Seller's Certificate without any reduction of the Purchase Price and without any liability of Seller relative thereto. (1) In the event any Estoppel Certificate or Seller's Certificate shall indicate a default by landlord under a Space Lease (such default hereinafter being referred to as an "Estoppel Default"), then Seller may, but shall not be obligated to, elect to cure any such Estoppel Default and shall, for that purpose, be entitled to adjourn the Closing for a period not to exceed sixty (60) days, provided, however, that in the event Seller elects not to cure such Estoppel Default or is unable to cure such Estoppel Default within such period of time, Purchaser's sole remedy shall be as set forth in the last sentence of subparagraph (A) above. (2) Notwithstanding subsection 26(a)(vii)(B)(1), above, if, in Seller's good faith judgment either (x) the potential liability of any Estoppel Default is less than $250,000, and Seller indemnifies Purchaser from and against any and all claims, loss, liability, damage, cost or expense, including reasonable attorneys' fees, that may arise as a result of such Estoppel Default or (y) the potential liability of any Estoppel Default is $250,000 or more and Seller and Purchaser agree upon a mutually acceptable resolution to such Estoppel Default, then, the rights and obligations of the parties hereto shall not be affected thereby, this Contract shall remain in full force and effect and Purchaser shall, at the Closing, accept such Estoppel Certificate or Seller's Certificate, and the ▇▇Space Lease corresponding thereto, subject to such Estoppel Default without any reduction of the Purchase Price. Subsequent to the Closing, Seller may deliver an Estoppel Certificate confirming that the Estoppel Default no longer exists, whereupon Seller shall be entirely released from any liability arising out of the indemnity, if any, given pursuant to clause (x) above. (viii) to the extent then in Seller's possession and control, copies of plans and specifications relating to the Property. (ix) a bill ▇▇ of Sale duly executed sale without representation or warranty for any personal property (including tradenames and delivered by the Purchaser and the Mortgage Loan Sellerwarranties, if any) being conveyed pursuant to this Contract; (bx) An officer’s certificate the Assignment of Service Contracts existing on the Closing Date executed by Seller, which assignment shall be in the form of Exhibit 3 attached hereto; and (xi) a title certification substantially in the form of Exhibit E 5 attached hereto. (b) Purchaser shall (i) pay to Seller or as Seller may direct, executed by the Secretary or an attesting secretary of Purchase Price as provided in Section 3 hereof and (ii) pay all Mortgage Expenses. Escrowee shall deliver the Mortgage Loan Cash Deposit to Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof;. (c) A certificate Purchaser shall execute, acknowledge (where required) and deliver to Seller: (i) the Assignment of good standing regarding the Mortgage Loan SellerSpace Leases. (ii) the Assignment of the Service Contracts. (iii) the checks, dated not earlier than 30 days prior to the Closing Date;returns and/or affidavits in accordance with Section 22 hereof. (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed Seller and Purchaser shall execute a notice to the Purchaser in writing, the representations and warranties each of the Mortgage Loan Seller Space Tenants stating in or made pursuant substance that Purchaser has succeeded to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and Seller's interest as of landlord under the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestSpace Leases.

Closing Documents. The Closing Documents Lender shall consist have received each of the followingfollowing documents, all of which shall be satisfactory in form and substance to the Lender and its counsel: (a1) This Agreement and the ▇▇▇▇ of Sale this Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan SellerBorrowers; (b2) An officer’s the Notes, dated the Effective Date and duly executed and delivered by the Borrowers; (3) certified copies of the articles of incorporation and by-laws of each Borrower as in effect on the Effective Date; (4) certified copies of all corporate action, including stockholder approval, if necessary, taken by each Borrower to authorize the execution, delivery and performance of this Agreement and the other Loan Documents and the borrowings under this Agreement; (5) certificates of incumbency and specimen signatures with respect to each of the officers of each Borrower who is authorized to execute and deliver this Agreement or any other Loan Document on behalf of such Borrower or any document, certificate substantially or instrument to be delivered in connection with this Agreement or the other Loan Documents and to request borrowings under this Agreement; (6) a certificate evidencing the good standing of each Borrower in the form jurisdiction of Exhibit E hereto, its incorporation and in each other jurisdiction in which it is qualified as a foreign corporation to transact business; (7) the Financing Statements duly executed and delivered by the Secretary respective Borrowers, and evidence satisfactory to the Lender that the Financing Statements have 78369 33 been filed in each jurisdiction where such filing may be necessary or an attesting secretary appropriate to perfect the Security Interest prior to any other interest other than Permitted Liens; (8) all landlord's waiver and consent agreements duly executed on behalf of each landlord of real property (other than that in Las Vegas, Nevada) on which any Collateral is located that can be obtained by Borrowers through the exercise of their reasonable best efforts and sublandlord's waiver and consent agreements duly executed on behalf of WorldCom for each sublease between a Borrower and WorldCom; (9) Schedule of Receivables from and for each of the Mortgage Borrowers each prepared as of a recent date not earlier than June 30, 1997; (10) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of Section 7.09(b); (11) a Borrowing Base Certificate prepared as of the Effective Date duly executed and delivered by the Chairman or President of ILD; (12) a letter from ILD, on behalf of the Borrowers, to the Lender requesting the Initial Loan Seller, and dated specifying the Closing Date, method of disbursement; (13) copies of all the financial statements referred to in Section 5.01(m) and upon which meeting the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements requirements thereof; (c14) A certificate a balance sheet of good standing regarding the Mortgage Loan SellerBorrowers, dated not earlier than 30 days prior on a consolidated and consolidating basis, as at June 30, 1997, prepared by the Borrowers on a pro forma basis, giving effect to the Closing Datetransactions contemplated by this Agreement and setting forth the assumptions on which such balance sheet was prepared; forecasted consolidated financial statements consisting of balance sheets, cash flow statements and income statements of the Borrowers, giving effect to the transactions contemplated by this Agreement and reflecting projected borrowings hereunder and setting forth the assumptions on which such forecasted financial statements were prepared, covering the three-year period commencing on January 1, 1998, and prepared on a quarterly basis for the first 12 months and on an annual basis for each year thereafter; and such other evidence as the Lender shall require supporting the representation and warranty of the Borrowers set forth in Section 5.01(r); (d15) A a certificate executed by an authorized officer certifying that (i) except as previously disclosed of the President of each Borrower stating that, to the Purchaser in writingbest of his knowledge and based on an examination sufficient to enable him to make an informed statement, (a) all of the representations and warranties of the Mortgage Loan Seller in made or deemed to be made pursuant to Section 4(a) and Section 4(b) of under 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 the Closing Effective Date, (ii) both with and without giving effect to the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement Loans to be performed or satisfied by made at such time and the Mortgage Loan Seller at or prior to application of the Closing Dateproceeds thereof, and (iiib) since the date no Default or Event of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyDefault exists; (e16) Powers of Attorney of an executed Sirrom Subordination Agreement, in form and substance satisfactory to Lender, in its sole discretion, pursuant to which Sirrom Capital Corporation and ▇▇▇▇▇ River Ventures Limited Partnership subordinate the Mortgage Loan Seller, each in Sirrom Subordinated Indebtedness to the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectivelySecured Obligations; (f17) Written opinions the balance sheet delivered to Lender pursuant to Section 4.01(a)(14) shall reflect (i) not less than $2,100,000 of counsel shareholders' equity (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each $500,000 of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectusbe contributed by WorldCom), and (ii) not less than $2,000,000 in cash, held by ILD; (18) a Mortgage Loan Seller CEO Certification dated signed opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Borrowers, and such local counsel as the Lender shall deem necessary or desirable, opining as to such matters in connection with this Agreement as the Lender or its counsel may reasonably request; (19) within twenty (20) days after the Effective Date, an executed original of a Letter Agreement from First Union National Bank of North Carolina, in form and substance satisfactory to Lender, wherein First Union agrees to discontinue sweeping of the date account into which all LEC Payments are received on behalf of WorldCom and agrees that beginning October 1, 1997 all monies received into such account shall be swept into an account with Lender; (20) evidence satisfactory to Lender that a notice has been sent to each LEC instructing each LEC that, beginning no later than November 1, 1997, all LEC Payments will be directed to that Borrowers' account with Lender; (21) executed subordination agreements, in form and substance satisfactory to Lender in its sole discretion, pursuant to which each of Intellicall, Inc., Triad-ILD Partners, L.P. and ▇▇▇▇▇▇ Telecommunications, LLC subordinate any and all Indebtedness owed by ILD to each of them to the Secured Obligations; (22) no later than thirty (30) days after the Effective Date, forecasted financial statements for the fiscal year 2000, prepared by the Borrowers, consisting of balance sheets, cash flow statements and income statements of the Final Prospectus; andBorrowers, reflecting projected borrowings hereunder and setting forth the assumptions upon which such forecasted financial statements were prepared; (i23) Such further certificatesno later than thirty (30) days after the Effective Date, opinions a landlord's waiver for the leased premises located in Las Vegas, Nevada; (24) no later than thirty (30) days following the Effective Date, ILD shall have entered into a customer service agreement, in form and substance satisfactory to Lender, with WorldCom; and 78369 35 (25) copies of each of the other Loan Documents duly executed by the parties thereto with evidence satisfactory to the Lender and its counsel of the due authorization, binding effect and enforceability of each such Loan Document on each such party and such other documents and instruments as the Purchaser Lender may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior Prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in Title Agent shall agree upon the form of Exhibit C hereto, for the Master Servicer all closing documents to be executed at Closing. Seller shall execute and/or deliver at Closing in a form satisfactory to Purchaser and the Special Servicer, respectively; Title Agent: (fi) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for Title Commitment bringing the Mortgage Loan Seller, in form reasonably acceptable effective date thereof current to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and herein "Current Title Commitment"); (ii) a Mortgage Loan Seller CEO Certification dated as general warranty deed conveying good and marketable fee simple title free and clear of all recorded and unrecorded liens, rights, interests, agreement, leases, encumbrances, reservations, easements, adverse possession rights, or other matters other than those set forth in the Current Title Commitment less Permitted Exceptions (herein "Warranty Deed"); (iii) assignments of all insurance and condemnation proceeds to which Purchaser is entitled under Section 10 herein, if any; (iv) assignments of all leases, deposits and pre-payments which Purchaser elects to assume, if any; (v) assignments of all other matters associated with or benefiting the Property, if any; (vi) an affidavit concerning Seller's non-foreign status within the meaning of the date United States tax laws and to which reference is made an Internal Revenue Code Section 1445; (vii) an affidavit certifying the accuracy of all warranties and representations contained in this Contract; (viii) a no-lien affidavit in recordable form which shall attest to the Final Prospectusabsence of any claims of lien or potential lienor known to Seller and further attesting there have been no improvements to the Property for ninety (90) days immediately preceding the Closing Date; and and (iix) Such further certificates, opinions any and documents as all other instruments reasonably necessary and required by Purchaser and/or Title Agent to close the Purchaser may reasonably requesttransaction contemplated by this Contract.

Closing Documents. The a. On the Closing Documents Date, Purchaser shall consist deliver to Seller an executed closing statement and to the Title Insurer the balance of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered Purchase Price, adjusted by the prorations, and such other documents as may be reasonably required by the Title Insurer in order to consummate the transaction as set forth in this Agreement. b. On the Closing Date, Seller shall deliver to Purchaser and possession of the Mortgage Loan Seller; Property; the Deed (b) An officer’s certificate substantially in the form of Exhibit E attached hereto, executed ) subject to the Permitted Exceptions and those Unpermitted Exceptions waived by the Secretary or Purchaser; an attesting secretary inventory of the Mortgage Loan SellerPersonal Property and a Bill of Sale for the same (in th▇ ▇▇rm of Exhibit F attached hereto); an executed closing statement; an executed assignment and assumption of all service contracts (in the form of Exhibit G attached hereto); an executed assignment and assumption of all leases and security deposits (in the form of Exhibit H attached hereto); the tenant leases which shall be available at the Property; all assignable licenses and permits relating to the use, occupancy or operation of the Property, together with in assignment thereof (in the form of Exhibit I attached hereto); updated Rent Roll (as hereinafter defined) with a list attached of all tenant concessions and dated allowances and rental commissions owed (certified in the Closing Date, and upon which form of Exhibit Q attached hereto); a notice to the Purchaser tenants of the transfer of title and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed assumption by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller landlord's obligations under the leases and the obligation to refund the security deposits which have been assigned or credited to Purchaser (in or made pursuant to Section 4(a) and Section 4(b) the form of this Agreement are true and correct Exhibit J attached hereto); a non-foreign affidavit (in all material respects at and the form of Exhibit K attached hereto); an assignment of intangibles (in the form of Exhibit L attached, hereto); a copy of the notice terminating the management agreement effective as of the Closing Date with and, to the same effect as if made on extent received by Seller, an acknowledgement of the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied termination by the Mortgage Loan Seller at or prior manager; subject to the Closing Dateterms of Paragraph 17, reaffirmation of representations and warranties by Seller (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer M); a Broker's receipt and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser lien waiver; and subject to such reasonable assumptions and qualifications other documents as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged required by the Purchaser Title Insurer in connection with order to consummate the issuance of the Certificates, each of which shall include the Purchaser and the Principals transaction as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, set forth in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestthis Agreement.

Closing Documents. The Closing Documents Lender shall consist have received each of the followingfollowing documents, all of which shall be satisfactory in form and substance to the Lender and its counsel: (a1) This Agreement and the ▇▇▇▇ of Sale this Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan SellerBorrower; (2) the Note, dated the Effective Date and duly executed and delivered by the Borrower; (3) certified copies of the articles of incorporation and bylaws of the Borrower as in effect on the Effective Date; (4) certified copies of all corporate action, including stockholder approval, if necessary, taken by the Borrower to authorize the execution, delivery and performance of this Agreement and the other Loan Documents and the borrowings under this Agreement; (5) certificates of incumbency and specimen signatures with respect to each of the officers of the Borrower who is authorized to execute and deliver this Agreement or any other Loan Document on behalf of the Borrower or any document, certificate or instrument to be delivered in connection with this Agreement or the other Loan Documents and to request borrowings under this Agreement; (6) a certificate evidencing the good standing of the Borrower in the jurisdiction of its incorporation and in each other jurisdiction in which it is qualified as a foreign corporation to transact business; (7) the Financing Statements duly executed and delivered by the Borrower; (8) landlord's waiver and consent agreements duly executed on behalf of each landlord of real property on which any Collateral is located; (9) a Schedule of Inventory, a Schedule of Receivables and a Schedule of Equipment, each prepared as of a recent date; (10) certificates of title with each item of Equipment subject to a certificate of title statute, including in each case a notation of the Lender's first priority Lien; (11) the Lease Agreement, containing terms and conditions satisfactory to the Lender; (12) the Mortgages, each duly executed and delivered by the Borrower; (13) With respect to the Nashville Meat Processing Plant, an ALTA mortgagee's Policy of Title Insurance (or binder to issue such a policy) in favor of the Lender in a dollar amount acceptable to the Lender and issued by a title insurance company acceptable to the Lender, showing the fee simple title to the land as being vested in the Parent and a leasehold estate in the land and fee simple title to the improvements thereon as being vested in the Borrower, and insuring that the Lien granted by such Mortgage is a valid lien against said real property, subject only to such exceptions, restrictions, encumbrances, easements and reservations as are acceptable to the Lender and stating that the Lease Agreement is a subordinate item to the Mortgage; (14) With respect to each parcel of Mortgaged Real Estate other than the Nashville Meat Processing Plant, an ALTA mortgagee's Policy of Title Insurance (or binder to issue such a policy) in favor of the Lender, or, if acceptable to the Lender, each in a dollar amount acceptable to the Lender and each issued by a title insurance company acceptable to the Lender, showing the fee simple title to such Mortgaged Real Estate and improvements described in each applicable Mortgage as vested in Borrower, and insuring that the Lien granted by each Mortgage is a valid lien against said real property, subject only to such exceptions, restrictions, encumbrances, easements and reservations as are acceptable to the Lender (15) the Environmental Indemnity Agreements, dated the Effective Date and duly executed and delivered by the Borrower; (16) such materials and information concerning the Mortgaged Real Estate as the Lender may require, including, without limitation, (a) surveys in form and substance satisfactory the Lender, (b) An officer’s certificate substantially in zoning letters as to the form zoning status of Exhibit E heretoall of the Mortgaged Real Estate, and (c) owner's affidavits as to such matters relating to the Mortgaged Real Estate as the Lender may request; (17) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of Section 7.9(b); (18) such Agency Account Agreements as shall be required by the Lender duly executed by the Secretary or an attesting secretary applicable Clearing Bank and the Borrower; (19) a Borrowing Base Certificate prepared as of the Mortgage Effective Date duly executed and delivered by the chief financial officer of the Borrower; (20) a letter from the Borrower to the Lender requesting the Initial Loan Seller, and dated specifying the Closing Date, method of disbursement; (21) copies of all the financial statements referred to in Section 5.1(m) and upon which meeting the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements requirements thereof; (c22) A certificate a balance sheet of good standing regarding the Mortgage Loan SellerBorrower as at May 14, dated not earlier than 30 days prior 2000, prepared by the Borrower on a pro forma basis, giving effect to the Closing Datetransactions contemplated by this Agreement and setting forth the assumptions on which such balance sheet was prepared; forecasted consolidated financial statements consisting of balance sheets, cash flow statements and income statements of the Borrower, giving effect to the transactions contemplated by this Agreement and reflecting projected borrowings hereunder and setting forth the assumptions on which such forecasted financial statements were prepared, covering the two-year period commencing on August 31, 2000, and prepared on a quarterly basis; and such other evidence as the Lender shall require supporting the representation and warranty of the Borrower set forth in Section 5.1(r); (d23) A a certificate executed by an authorized officer certifying that (i) except as previously disclosed of the President of the Borrower stating that, to the Purchaser in writingbest of his knowledge and based on an examination sufficient to enable him to make an informed statement, (a) all of the representations and warranties of the Mortgage Loan Seller in made or deemed to be made pursuant to Section 4(a) and Section 4(b) of under 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 the Closing Effective Date, (ii) the Mortgage Loan Seller has, in all material respects, complied both with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior without giving effect to the Closing DateInitial Loan and the application of the proceeds thereof, and (iiib) since the date no Default or Event of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyDefault exists; (e24) Powers a signed opinion of Attorney of the Mortgage Loan SellerKing & Spalding, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser Borrower, and subject such local counsel as the Lender shall deem necessary or desirable, opining as to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser matters in connection with this Agreement as the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller Lender or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectusits counsel may reasonably request; and (i25) Such further certificatescopies of each of the other Loan Documents duly executed by the parties thereto with evidence satisfactory to the Lender and its counsel of the due authorization, opinions binding effect and enforceability of each such Loan Document on each such party and such other documents and instruments as the Purchaser Lender may reasonably request.

Closing Documents. The Closing Documents shall consist Loan Parties will have delivered or caused to be delivered to the Agent all of the followingfollowing documents in form and substance satisfactory to the Agent: (ai) This Agreement and unless previously provided to the ▇▇▇▇ of Sale duly executed and delivered by Agent within the Purchaser and six month period immediately preceding the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Draw Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate certificates of good standing regarding the Mortgage Loan Seller, dated not earlier more than 30 10 days prior to the Closing Draw Date for each of the Loan Parties issued by their respective jurisdictions of organization and each jurisdiction where they are qualified to operate as a foreign corporation, or its equivalent; (ii) to the extent that there has been a change in any Charter Document since the immediately prior Draw Date, a copy of the Charter Documents of each of the Loan Parties, certified by the appropriate governmental official of the jurisdiction of its organization as of a date not more than 10 days prior to the Draw Date; (diii) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser extent that there has been a change in writingany By-Laws since the immediately prior Draw Date, the representations and warranties a copy of the Mortgage By-laws of each of the Loan Seller Parties, certified as of the Draw Date by the secretary, assistant secretary, manager or general partner, as applicable, of each respective Loan Party; (iv) to the extent that there has been a change in the persons authorized to sign the Purchase Documents to be delivered by any Loan Party since the immediately prior Draw Date, a certificate of the secretary, assistant secretary, manager or made pursuant general partner of each of the Loan Parties, certifying as to Section 4(athe names and true signatures of the officers or other authorized person of the respective Loan Party authorized to sign this Agreement and the other Purchase Documents to be delivered by the respective Loan Party; (v) to the extent that such Draw has not been previously authorized by resolutions duly adopted by the each of the Loan Party’s board of directors, general partners, board of managers or other governing body, copies of the resolutions duly adopted by the each of the Loan Party’s board of directors, general partners, board of managers or other governing body, authorizing the execution, delivery and Section 4(b) performance by the respective Loan Party of this Agreement are true and correct in the other Purchase Documents to which the respective Loan Party is a party and the consummation of all material respects at and the Transactions, certified as of the Closing Draw Date by the secretary, assistant secretary, manager or general partner of the respective Loan Party; (vi) a certificate dated as of the Draw Date from an officer, general partner or manager of each of the Loan Parties stating that the conditions specified in this Section 4.2 have been fully satisfied or waived by the Agent; (vii) a certificate dated as of the Draw Date from the chief financial officer of the Parent attaching in reasonable detail computations and financial statements prepared on a pro forma basis of the Loan Parties immediately prior to and after giving effect to such loan and the use of the proceeds thereof demonstrating compliance with the same effect requirements of Section 7.3 as if made on of the Closing Date, (ii) last day of the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, last full calendar quarter ending immediately prior to the transfer Draw Date as if such loan and use of proceeds thereof were effective on the first day of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectusrelevant period; and (iviii) Such further certificates, opinions and such other documents relating to the Draw or the Transactions contemplated by this Agreement as the Purchaser Agent or its counsel may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 7 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement and An Officers’ Certificate of the ▇▇▇▇ of Sale duly executed and delivered by Seller, dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the Mortgage Loan Seller“Underwriter”) may rely, in a form acceptable to the Purchaser; (b) An officerA Secretary’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary Certificate of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller; (ec) Powers An Opinion of Attorney Counsel of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the PrincipalsUnderwriter, in a form acceptable to the Purchaser; (d) An Officers’ Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser; (e) A Secretary’s Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (g) Any other opinions A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by Purchaser’s Prospectus Supplement, dated November 29, 2006 and the Purchaser in connection Purchaser’s Private Placement Memorandum, dated November 30, 2006, agrees with the issuance records of the Certificates, each of which shall include the Purchaser and the Principals as addresseesSeller; (ih) A certificate Letters from certified public accountants for each Originator, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement, dated November 29, 2006 under the subheading “The Servicer” and the Purchaser’s Private Placement Memorandum, dated November 30, 2006, under the subheading “The Servicer” agrees with the records of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final ProspectusServicer; and (i) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents (a) At the Closing, Seller shall consist of execute and/or deliver the followingfollowing documents all in form and content acceptable to Purchaser: (ai) This Agreement A Special Warranty Deed (in the form attached as Exhibit B) free and clear of all mortgages, liens and encumbrances and subject only to the Permitted Exceptions; (ii) ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Sellerfor all Personal Property; (biii) An officer’s certificate substantially assignment of Seller's right, title and interest in the form of Exhibit E heretoand to all Appurtenances, executed by the Secretary or an attesting secretary of the Mortgage Loan SellerLicenses and Permits, those Leases and dated the Closing DateContracts which Purchaser has elected to assume, Intangible Property, Records, Plans and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofWarranties; (civ) A certificate An Affidavit reciting that there are no contractor's liens against the Land and that, within the past ninety (90) days, there have been no improvements, alterations or repairs for which the costs thereof remain unpaid, with the exception of good standing regarding the Mortgage Loan Selleranything caused by Purchaser, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) that, except as previously disclosed to the Purchaser in writingPurchaser, the representations Land is free and warranties clear of the Mortgage Loan Seller in or made pursuant to Section 4(a) all liens, taxes, encumbrances and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date claims whatsoever, with the same effect as if made on exception of real estate taxes for the Closing Date, (ii) the Mortgage Loan Seller has, year of closing; that there are no parties in all material respects, complied possession or with all the agreements a right or claim to possession; and satisfied all the conditions on its part required under this Agreement to be performed that affiant has received no notice of any violations of County or satisfied by the Mortgage Loan Seller at or prior municipal ordinances pertaining to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyProperty; (ev) Powers of Attorney A Standard FIRPTA affidavit acknowledging that Seller is not a "foreign person" as defined and set forth in Section 1445 of the Mortgage Loan SellerInternal Revenue Code (or, each in the form of Exhibit C heretoevent Seller is a "foreign person", providing Purchaser with sufficient information for Purchaser to comply with the Master Servicer and the Special Servicer, respectivelywithholding requirements thereof); (fvi) Written opinions An affidavit of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for real property value as required by the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the PrincipalsArizona Revised Statutes; (gvii) Any other opinions Appropriate certificates or resolutions of counsel for authority confirming the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance authority of the Certificates, each of which shall include individual(s) executing the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectusclosing documents; and (iviii) Such other and further certificates, opinions and documents as may be reasonably appropriate to consummate the transaction in accordance with the provisions of this Agreement. (b) At the Closing, Purchaser shall pay Seller the Purchase Price and execute and/or deliver such documents as may be reasonably requestappropriate to consummate the transaction in accordance with the provisions of this Agreement.

Closing Documents. The Closing Documents (a) At the Closing, as a condition of Buyer's obligation to close hereunder, Seller shall consist of deliver or cause to be delivered the following: (ai) This Agreement The Deed, executed by Seller, covering the Real Property (and separate quitclaim deeds to the Real Property utilizing new ALTA survey descriptions, if requested); (ii) The Bills of Sale executed by Seller covering the Personal Property; (iii) The Assignments, executed by Seller; (iv) As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the possession or control of Seller; (v) All machinery and/or equipment operating manuals, technical data and other documentation relating to the building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of Seller; (vi) All master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of Seller; (vii) Written notice from Seller or Seller's managing agent to each Tenant in form reasonably satisfactory to Buyer stating that the Real Property have been sold to Buyer and that tenant security deposits (if any) in Seller's possession have been transferred to Buyer and directing the Tenants to make future rental payments to Buyer at the address designated by Buyer; (viii) Non-foreign person certification in the form attached hereto as Exhibit "J"; (ix) All building records and Tenant lease files with respect to the Real Property which are in the possession of Seller; (x) Each ▇▇▇▇ of Sale duly executed current real estate taxes, sewer charges and delivered assessments, water charges and other utilities and to the extent in Seller's possession or control, bills for each of the same for the three (3) years, together with proof of payment thereof (to the extent same have been paid); (xi) All plans, specifications, as-built drawings, surveys, site plans, and final, written reports of architects, engineers and surveyors, and any other Personal Property forming part of the Property or any portion thereof, but only to the extent that the same exist and are in the possession of Seller or any property manager controlled by the Purchaser and the Mortgage Loan Seller; (bxii) An officer’s certificate substantially affidavit or affidavits of title in favor of the Title Insurer on the form of Exhibit E hereto, executed used by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Sellersuch Title Insurer, in form reasonably acceptable to counsel for Seller to enable the Purchaser and subject Title Insurer to such reasonable assumptions and qualifications as may be requested by counsel for issue the Mortgage Loan Seller and acceptable to counsel for the PurchaserCommitments described in Paragraph 5(b)(i). Buyer shall require affirmative endorsements against mechanic's liens, dated the Closing Date and addressed to the Purchaser and the Principalsconsistent with Seller's obligations under Paragraph 5(b)(iii), above; (gxiii) Any other opinions A letter, from the New Jersey Department of counsel for Environmental Protection or its successor ("NJDEP") stating that the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance provisions of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.Industrial

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer, the General Special Servicer and the Equus Industrial Portfolio Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The On the related Closing Documents Date (or, with respect to Section 9(p) below, within the time period specified therein), the Purchaser, the Seller and the Servicer, as applicable, shall consist of deliver, or the followingPurchaser shall cause the Custodian to deliver, to the Purchaser's attorneys in escrow fully executed originals of: (a) This this Agreement and the ▇▇▇▇ of Sale duly (to be executed and delivered by only for the Purchaser and the Mortgage Loan Sellerinitial Closing Date); (b) An officer’s certificate substantially the related Purchase Price and Terms Agreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, a Custodial Account Certification in the form attached as Exhibit 4 hereto or a Custodial Account Letter Agreement in the form attached as Exhibit 5 hereto; (d) with respect to the initial Closing Date, an Escrow Account Certification in the form attached as Exhibit 6 hereto or an Escrow Account Letter Agreement in the form attached as Exhibit 7 hereto; (e) the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached to the Custodian's counterpart of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance Agreement as the Mortgage Loan Schedule thereto; (f) with respect to the initial Closing Date, an Officer's Certificate, in the form of Exhibit E hereto10-1 hereto with respect to the Seller, executed by the Secretary or including all attachments thereto and with respect to subsequent Closing Dates, an attesting secretary Officer's Certificate upon reasonable request of the Mortgage Loan Seller, and dated Purchaser; (g) with respect to the initial Closing Date, and upon which the Purchaser and the Principals may relyan Officer's Certificate, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for 10-2 hereto with respect to the Master Servicer and the Special Servicer, respectivelyincluding all attachments thereto and with respect to subsequent Closing Dates, an Officer's Certificate upon reasonable request of the Purchaser; (fh) Written opinions with respect to the initial Closing Date, an Opinion of counsel Counsel of the Seller and the Servicer (which who may include opinions be an employee of in-house counsel, outside counsel the Seller or a combination thereof) for the Mortgage Loan SellerServicer), in a form reasonably acceptable to counsel for the Purchaser and subject with respect to such subsequent Closing Dates, an Opinion of Counsel of the Seller upon reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for request of the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate with respect to the initial Closing Date, an Opinion of Counsel of the senior executive officer Custodian (who may be an employee of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage LoansCustodian), in the form and substance acceptable of an exhibit to the Purchaser and Custodial Agreement; (j) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, hereto executed by any person, as requested by the Purchaser, with respect to any Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated which, as of the date related Closing Date, is subject to any security interest, pledge or hypothecation for the benefit of such person; (k) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Preliminary ProspectusMortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l) with respect to each Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance Agreement; (iim) Assignment and Conveyance Agreement in the form of Exhibit 14 hereto, including all exhibits thereto; (n) a Mortgage Loan Seller CEO Certification dated Custodian's Certification, as of required under the date of Custodial Agreement, in the Final Prospectusform required by the Custodial Agreement; and (io) Such further certificatesno later than 2 Business Days after the related Closing Date, opinions and documents as a MERS Report listing the Purchaser may reasonably requestas Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller and Servicer shall bear the risk of loss of their respective closing documents until such time as they are received by the Purchaser or its attorneys.

Closing Documents. The Closing Documents Lender shall consist have received each of the followingfollowing documents, all of which shall be reasonably satisfactory in form and substance to the Lender and its counsel: (a1) This Agreement and the ▇▇▇▇ of Sale this Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan SellerBorrower; (b2) An officer’s certificate substantially the Note, dated the Effective Date and duly executed and delivered by the Bor rower; (3) the Collateral Assignment of Deposit Account, duly executed and delivered by the Borrower; (4) the Collateral Assignment of Loan Documents, together with the original of the Alpine Ventures Note, such Collateral Assignment to be duly executed and delivered by the Borrower and such Alpine Ventures Note to be duly endorsed to the Lender; (5) the Stock Pledge Agreements and accompanying blank stock powers, duly executed and delivered by ▇▇▇▇▇▇▇, ▇▇▇▇▇▇ Leven and ▇▇▇▇▇▇▇ ▇▇▇▇▇, together with the corresponding stock certificates (representing at least $14,300,000 of the Borrower's common stock as of the close of trading on the Business Day immediately preceding the Effective Date, based on the price of the Borrower's Class A common stock reflected in the form Wall Street Journal) and appropriate Form U-1s. (6) certified copies of Exhibit E heretothe articles of incorporation and by-laws of the Borrower as in effect on the Effective Date; (7) certified copies of all corporate action, executed including stockholder approval, if necessary, taken by the Secretary or an attesting secretary Borrower to authorize the execution, delivery and performance of this Agreement and the other Loan Documents and the borrowings under this Agreement; (8) certificates of incumbency and specimen signatures with respect to each of the Mortgage officers of the Borrower who is authorized to execute and deliver this Agreement or any other Loan SellerDocument on behalf of the Borrower or any document, certificate or instrument to be delivered in connection with this Agreement or the other Loan Documents; (9) certificates evidencing the good standing of the Borrower in Georgia and dated Delaware; (10) with respect to Alpine Ventures, such items corresponding to those set forth in clauses (6) - (9) above as the Closing Date, Lender may request; (11) a letter from the Borrower to the Lender requesting the Loan and upon which specifying the Purchaser method of disbursement; (12) copies of all the financial statements referred to in Section 5.1(m) and meeting the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements requirements thereof; (c13) A a certificate of good standing regarding the Mortgage Loan SellerPresident of the Borrower stating that, dated not earlier than 30 days prior to the Closing Date; best of his knowledge and based on an examination sufficient to enable him to make an informed statement, (da) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, all of the representations and warranties of the Mortgage Loan Seller in made or deemed to be made pursuant to Section 4(a) and Section 4(b) of under 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 the Closing Effective Date, (ii) both with and without giving effect to the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by made at such time and the Mortgage Loan Seller at or prior to application of the Closing Dateproceeds thereof, and (iiib) since the date no Default or Event of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyDefault exists; (e14) Powers a signed opinion of Attorney of the Mortgage Loan Seller▇▇▇▇, each in the form of Exhibit C heretoWeiss, Rifkind, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, counsel for the Master Servicer Borrower, and such local counsel as the Special ServicerLender shall deem necessary or desirable, respectivelyopining as to such matters in connection with this Agreement as the Lender or its counsel may reasonably request; (f15) Written opinions of counsel (which may include opinions of in-house counselthe Registration Rights Agreement, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged duly executed by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final ProspectusBorrower; and (i16) Such further certificatescopies of each of the other Loan Documents duly executed by the parties thereto with evidence satisfactory to the Lender and its counsel of the due authorization, opinions binding effect and enforceability of each such Loan Document on each such party and such other documents and instruments as the Purchaser Lender may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Purchasers shall execute and deliver at the Closing an Assumption Agreement in the form of Attachment A hereto. Purchasers acknowledge and agree that any breach of the covenant in the preceding sentence may give rise to irreparable harm for which money damages would not be an adequate remedy and agree that, in addition to other remedies, Sellers will be entitled to enforce such covenant by a decree of specific performance without the necessity of proving the inadequacy of money damages. (b) Sellers and Purchasers shall use reasonable efforts to agree prior to the Closing Date on the final form of all documents required to be executed and delivered at the Closing pursuant to Articles 5, 8, 12 and 13 of the Purchase Agreement (the "Closing Documents"), which in the case of each Exhibit to the Purchase Agreement shall be substantially in the form of such Exhibit as of August 27, 1997. If Sellers and Purchasers agree as of the Closing Date that a Closing Document is mutually satisfactory, such Closing Document shall be executed and delivered at the Closing as provided in the Purchase Agreement. If Sellers and Purchasers do not agree as of the Closing Date that a Closing Document is mutually satisfactory, such Closing Document shall not be delivered at the Closing (it being understood and agreed that such non- delivery shall have no effect on the obligations of the parties to consummate the Closing), the issue of the appropriate form of the Closing Document shall be settled by arbitration pursuant to Section 16.9 of the Purchase Agreement as promptly as practicable after the Closing, and the ▇▇▇▇ of Sale duly Closing Document shall be executed and delivered by the Purchaser appropriate parties in the form so determined promptly after such determination, with retroactive effect to the Closing Date. Pending such determination with respect to any Exhibit to the Purchase Agreement, the party or parties to whom services are to be provided thereunder shall receive the benefits thereof (and perform any corresponding obligations) based on the form of such Exhibit as of August 27, 1997. Neither Sellers nor Purchasers shall have any liability, under Article 15 of the Purchase Agreement or otherwise, to the other for the failure to agree on the form of a Closing Document by the Closing Date. (c) Purchasers acknowledge and agree that, notwithstanding any provision to the contrary in the Purchase Agreement (including, without limitation, any requirement in the Purchase Agreement for the delivery to Purchasers at the Closing of documents in a form reasonably satisfactory to Purchasers or mutually satisfactory to Purchasers and Sellers), Purchasers may not assert that any failure to receive at the Closing a Closing Document in a form reasonable satisfactory or satisfactory to Purchasers or any failure of Purchasers and Sellers to agree on the form of a Closing Document as contemplated by Section 5(b) of this Amendment entitle Purchasers to refrain form consummating the transactions contemplated by the Purchase Agreement on the Closing Date (including, without limitation, the payment in full of the Initial Purchase Price in accordance with Sections 3 and 13 of the Purchase Agreement and the Mortgage Loan Seller; (b) An officer’s certificate substantially execution and delivery of the Assumption Agreement in the form of Exhibit E Attachment A hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of 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 the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request).

Closing Documents. The Closing Documents shall consist of 8.1 At the Closing, the Seller will deliver to the Buyer the following, all documents in form and substance reasonably satisfactory to the Buyer: (a) This Agreement and the ▇▇▇▇ A Bill of Sale duly executed by ▇▇▇ler transferring to the Buyer the Seller's title to the Assets consistent with the representations and delivered warranties contained in Paragraph 3; and (b) A Certificate of the Clerk or Assistant Clerk of Seller with respect to the incumbency of officers and votes to the elect that Seller was duly and validly authorized to enter into this Agreement and execute, and deliver any and all documents, instruments or agreements and to do and perform any and all other things in furtherance of the transactions contemplated hereby; and (c) Letters of Good Standing issued by the Purchaser Secretary of the Commonwealth of Massachusetts and a letter from Seller's Accountants verifying that all Tax Returns and payments, due prior to Closing, have been filed and paid. 8.2 At the Mortgage Loan Closing, the Buyer will deliver to the Seller the following, all documents in form and substance reasonably satisfactory to the Seller and Seller's counsel: (a) The Purchase Price as provided in Paragraph 2; (b) An officer’s certificate substantially in the form of Exhibit E hereto, The Note duly executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof;Buyer; and (c) A certificate of good standing regarding The Guaranty executed by Moro Corporation. 8.3 At the Mortgage Loan SellerClosing, dated not earlier than 30 days prior Abel shall deliver to the ▇▇▇er his Agreement Not To Compete with the Buyer for a period of five (5) years following the Closing Date; and within a one hundred (d100) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties mile radius of the Mortgage Loan Seller City of New Bedford. The Non-Compete Agreement shall provide that Buyer shall pay to Abel the aggregate sum of Fif▇▇▇▇ Thousand ($15,000.00) Dollars, to be paid to Abel by the delivery of Buyer'▇ ▇romissory Note (the "Note"). The principal shall be payable in or made pursuant to Section 4(athree (3) and Section 4(b) of this Agreement are true and correct in all material respects at and as equal annual installments commencing on the first anniversary of the Closing Date with the same effect as if made Closing. The Agreement Not To Compete shall also be executed and delivered by Seller. The Note will bear interest on the Closing Dateunpaid principal balance outstanding thereunder at the rate of five (5%) percent per annum, with interest paid semiannually. Principal and interest, if not sooner paid, shall be due and payable on the first day of the thirty-sixth (ii36) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since month next following the date of this AgreementClosing. The Note may be prepaid at any time, there in whole or in part, without penalty. The Note will not have beenbe guaranteed by Moro Corporation, immediately prior the sole stockholder of Buyer. Abel shall also execute and d▇▇▇▇er to Buyer a Consulting Agreement providing that he shall act as a consultant to Buyer for a three (3) month period following Closing at the transfer rate of Sixty ($60.00) Dollars per hour. During month one of the Mortgage Loans pursuant agreement, Abel shall provide up to this Agreement, any material adverse change in the financial condition sev▇▇▇▇-five (75) hours of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectusconsulting services, and during months two and three, he shall provide up to thirty (ii30) a Mortgage Loan Seller CEO Certification dated as hours of consulting services. The consulting services shall be performed at Seller's place of business unless the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestparties agree that Abel's duties can be performe▇ ▇▇ ▇ime other location.

Closing Documents. The Closing Documents (a) At the Closing, Seller shall consist of execute and/or deliver the followingfollowing documents all in form and content acceptable to Purchaser: (ai) This Agreement A Statutory Warranty Deed free and clear of all mortgages, liens and encumbrances and subject only to the Permitted Exceptions; (ii) ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Sellerfor all Personal Property; (biii) An officer’s certificate substantially assignment of Seller's right, title and interest in the form of Exhibit E heretoand to all Appurtenances, executed by the Secretary or an attesting secretary of the Mortgage Loan SellerLicenses and Permits, those Leases and dated the Closing DateContracts which Purchaser has elected to assume, Intangible Property, Records, Plans and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofWarranties; (civ) A certificate An Affidavit reciting that there are no contractor's liens against the Land and that, within the past ninety (90) days, there have been no improvements, alterations or repairs for which the costs thereof remain unpaid, with the exception of good standing regarding the Mortgage Loan Selleranything caused by Purchaser; that, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writingPurchaser, the representations Land is free and warranties clear of the Mortgage Loan Seller in or made pursuant to Section 4(a) all liens, taxes, encumbrances and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date claims whatsoever, with the same effect as if made on exception of real estate taxes for the Closing Date, (ii) the Mortgage Loan Seller has, year of closing; that there are no parties in all material respects, complied possession or with all the agreements a right or claim to possession; and satisfied all the conditions on its part required under this Agreement to be performed that affiant has received no notice of any violations of County or satisfied by the Mortgage Loan Seller at or prior municipal ordinances pertaining to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyProperty; (ev) Powers of Attorney A Standard FIRPTA affidavit acknowledging that Seller is not a "foreign person" as defined and set forth in Section 1445 of the Mortgage Loan SellerInternal Revenue Code (or, each in the event Seller is a "foreign person," providing Purchaser with sufficient information for Purchaser to comply with the withholding requirements thereof); (vi) A standard "gap" affidavit in the form of Exhibit C hereto, for required by the Master Servicer and the Special Servicer, respectivelytitle company issuing a title insurance policy to Purchaser; (fvii) Written opinions Appropriate certificates or resolutions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for authority confirming the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance authority of the Certificates, each of which shall include individual(s) executing the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectusclosing documents; and (iviii) Such other and further certificates, opinions and documents as may be reasonably appropriate to consummate the transaction in accordance with the provisions of this Agreement. (b) At the Closing, Purchaser shall pay Seller the Purchase Price and execute and/or deliver such documents as may be reasonably requestappropriate to consummate the transaction in accordance with the provisions of this Agreement.

Closing Documents. The Closing Documents Vendor will convey the Property to the Purchaser by delivering to the Purchaser at or before the time of closing a freehold transfer (the “Transfer”) in registerable form. The Purchaser shall consist bear the cost of the following: (a) This Agreement conveyance, and the ▇▇▇▇ Vendor shall bear the cost of Sale duly executed clearing title of any charges other than Permitted Liens and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 shall be solely responsible for any real estate commission payable. At least three business days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed day of closing the Purchaser shall cause its solicitors to prepare and deliver to the Purchaser Vendor all documents reasonably required by the Vendor’s solicitors to complete this transaction in writingaccordance with its terms including the Transfer, a statement of adjustments, an assignment of the Vendor’s interest in any outstanding guarantees, warranties or indemnities with respect to the Property, an assignment and assumption of Permitted Liens, a mutual undertaking to readjust, the representations GST Certificate and warranties any documents and certificates referred to herein and such other documents as may be reasonably necessary for more perfectly and absolutely transferring, assuring and vesting title to the Property in the Purchaser as contemplated hereby. If the Vendor has existing financial charges to be cleared from title, as shown on Schedule B, the Vendor, while still required to clear such charges, may wait to pay and discharge existing financial charges until immediately after receipt of the Mortgage Loan Seller Purchase Price, but in this event, the Purchaser shall pay the Purchase Price to a lawyer or made pursuant notary in trust, on undertakings to Section 4(a) pay and Section 4(b) of this Agreement are true discharge the financial charges and correct in all material respects at and as of remit the Closing Date with balance, if any to the same effect as if made Vendor. If the Purchaser is relying upon a new mortgage to finance the Purchase Price the Purchaser, while still required to pay the Purchase Price on the Closing Date, may wait to pay the Purchase Price to the Vendor until after the transfer and new mortgage documents have been lodged for registration in the appropriate Land Title office, but only if, before such lodging, the Purchaser has: (iia) made available for tender to the Mortgage Loan Seller has, in all material respects, complied with all Vendor that portion of the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied Purchase Price not secured by the Mortgage Loan Seller at or prior to the Closing Datenew mortgage, and (iiib) since fulfilled all the date of this Agreementnew mortgagee’s conditions for funding except lodging the mortgage for registration, there will not have been, immediately prior and (c) made available to the transfer Vendor, a lawyer’s or notary’s undertaking to pay the Purchase Price upon the lodging of the Mortgage Loans pursuant to this Agreement, any material adverse change in transfer and new mortgage documents and the financial condition advance by the mortgagee of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel mortgage proceeds. On or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated before the Closing Date and addressed the Purchaser will pay to the Purchaser’s solicitors, in trust, the balance of the Purchase Price, as adjusted, less the amount to be advanced to the Purchaser on the Closing Date under any mortgage financing arranged by the Purchaser. Following such payment and after receipt by the Principals; Purchaser’s solicitors of the documents and items referred to in this Clause 13, the Purchaser will cause the Purchaser’s solicitors to file the Transfer (gtogether with such other documents as are required to be filed) Any other opinions of counsel for in the Mortgage Loan Seller reasonably requested by Land Title Office concurrently with any nationally recognized statistical rating organization engaged security documents applicable to any mortgage financing arranged by the Purchaser in connection with the issuance purchase of the Certificates, each of which shall include Property. Upon the Purchaser and the Principals as addressees; (i) A certificate Purchaser’s solicitors obtaining a post application search of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage LoansProperty which indicates that, in the form and substance acceptable normal routine of the Land Title Office, title to the Property will issue in the name of the Purchaser subject only to the Permitted Encumbrances and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) state of title is in accordance with the terms and dated as conditions of this Offer, the Purchaser shall cause the Purchaser’s solicitors to pay to the Vendor or the Vendor’s solicitors the balance of the date of Purchase Price and to release and deliver the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and closing documents as the Purchaser may reasonably requestreferred to herein.

Closing Documents. The Closing Documents (a) At the Closing, Seller shall consist of execute and/or deliver the followingfollowing documents all in form and content acceptable to Purchaser: (ai) This Agreement A Statutory Warranty Deed free and clear of all mortgages, liens and encumbrances and subject only to the Permitted Exceptions; (ii) ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Sellerfor all Personal Property; (biii) An officer’s certificate substantially assignment of Seller's right, title and interest in the form of Exhibit E heretoand to all Appurtenances, executed by the Secretary or an attesting secretary of the Mortgage Loan SellerLicenses and Permits, those Leases and dated the Closing DateContracts which Purchaser has elected to assume, Intangible Property, Records, Plans and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofWarranties; (civ) A certificate An Affidavit reciting that there are no contractor's liens against the Land and that, within the past ninety (90) days, there have been no improvements, alterations or repairs for which the costs thereof remain unpaid, with the exception of good standing regarding the Mortgage Loan Selleritems except as listed in Schedule 9(a)(iv) and anything caused by Purchaser; that, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writingPurchaser, the representations Land is free and warranties clear of the Mortgage Loan Seller in or made pursuant to Section 4(a) all liens, taxes, encumbrances and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date claims whatsoever, with the same effect as if made on exception of real estate taxes for the Closing Date, (ii) the Mortgage Loan Seller has, year of closing; that there are no parties in all material respects, complied possession or with all the agreements a right or claim to possession; and satisfied all the conditions on its part required under this Agreement to be performed that affiant has received no notice of any violations of County or satisfied by the Mortgage Loan Seller at or prior municipal ordinances pertaining to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyProperty; (ev) Powers of Attorney A Standard FIRPTA affidavit acknowledging that Seller is not a "foreign person" as defined and set forth in Section 1445 of the Mortgage Loan SellerInternal Revenue Code (or, each in the event Seller is a "foreign person," providing Purchaser with sufficient information for Purchaser to comply with the withholding requirements thereof); (vi) A standard "gap" affidavit in the form of Exhibit C hereto, for required by the Master Servicer and the Special Servicer, respectivelytitle company issuing a title insurance policy to Purchaser; (fvii) Written opinions Appropriate certificates or resolutions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for authority confirming the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance authority of the Certificates, each of which shall include individual(s) executing the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectusclosing documents; and (iviii) Such other and further certificates, opinions and documents as may be reasonably appropriate to consummate the transaction in accordance with the provisions of this Agreement. (b) At the Closing, Purchaser shall pay Seller the Purchase Price and execute and/or deliver such documents as may be reasonably requestappropriate to consummate the transaction in accordance with the provisions of this Agreement.

Closing Documents. The Closing Documents A. At the Closing, Seller, at Seller's sole cost and expense, shall consist of deliver to Purchaser the following: (ai) This Agreement a certificate of Seller certifying that the execution and delivery of the ▇▇▇▇ documents by Seller set forth herein have been duly authorized by all necessary action of Sale Seller and that such documents have been duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (bii) An officer’s certificate substantially a bargain and sale deed without covenants against grantor's acts (the "DEED"), in the form of Exhibit E heretoEXHIBIT "F" attached hereto and made a part hereof, duly executed and acknowledged by Seller, so as to convey to Purchaser all of Seller's right, title and interest in and to the Real Estate, subject only to the Permitted Exceptions; (iii) tax returns in respect of the New York State Real Estate Transfer Tax (the "TP-584 FORM") and the New York City Real Property Tax (the "NYC-RPT"), to the extent required in connection with the consummation of the transaction contemplated hereby, both duly executed by Seller; (iv) a Real Property Transfer Tax Report (the Secretary or an attesting secretary "RP-5217NYC"), to the extent required in connection with the consummation of the Mortgage Loan transaction contemplated hereby, duly executed by Seller; (v) a "non-foreign person affidavit" that meets the requirements of Section 1445(b)(2) of the Internal Revenue Code of 1986, as amended (the "TAX CODE"), containing Seller's taxpayer identification number; (vi) a bill of sale, in the form of EXHIBIT "G" attached hereto and made a p▇▇▇ hereof, duly executed by Seller, so as to convey to Purchaser all of Seller's right, title and dated interest in and to the Personal Property existing as of the Closing Date, free and upon which clear of all liens and encumbrances other than the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofPermitted Exceptions; (cvii) A certificate an Assignment and Assumption of good standing regarding Contract Rights and Third-Party Contracts (the Mortgage Loan "ASSIGNMENT AND ASSUMPTION OF CONTRACT RIGHTS AND THIRD-PARTY CONTRACTS"), in the form of EXHIBIT "H" attached hereto and made a part hereof, duly executed by Seller and/or Seller's agent, dated not earlier than 30 days prior as the case may be, so as to assign to Purchaser or Purchaser's agents from and after the Closing Date all of Seller's and/or Seller's agents right, title and interest in and to the Contract Rights and Third-Party Contracts that are in effect on the Closing Date; (dviii) A a certificate, from Seller, restating on and as of the Closing Date, the representations made by Seller in SECTION 11A hereof, (such certificate executed being referred to herein as the "SELLER'S UPDATE CERTIFICATE"); (ix) to the extent in the possession of Seller or Seller's agents, all keys or key cards and alarm codes to, and all combinations to, any locks on, all entrance doors to, and any equipment and utility rooms located in, the Improvements, appropriately tagged for identification; (x) to the extent in the possession of Seller or Seller's agents, any as-built plans and specifications, mechanical, electrical and plumbing layouts and operating manuals, surveys and certificates of occupancy relating to the Property; (xi) a non-multiple dwelling affidavit; (xii) in the event there are any existing mortgages on the Property, Seller shall cause Seller's mortgagee(s), at Closing, to assign such mortgage(s) to Purchaser's acquisition lender; and (xiii) any other documentation reasonably required to consummate the transactions contemplated by an authorized officer certifying that this Agreement. (xiv) evidence of termination of all Rejected Contracts. B. At the Closing, Purchaser, at Purchaser's sole cost and expense, shall deliver to Seller the following: (i) except in accordance with and subject to adjustment as previously disclosed to the Purchaser provided in writingthis Agreement, the representations and warranties balance of the Mortgage Loan Seller in Purchase Price; (ii) Purchaser's organizational documents, resolutions and consents, as applicable, certified by a general partner, managing member or made pursuant to Section 4(a) officer, as the case may be, of Purchaser as true, correct and Section 4(b) complete, which evidence and certify that the execution and delivery by Purchaser of this Agreement are true and correct the documents set forth herein have been duly authorized by all necessary action of Purchaser and that this Agreement and such documents have been duly executed and delivered by Purchaser; (iii) The TP-584 Form, the NYC-RPT and the RP-5217NYC, to the extent required in all material respects at connection with the consummation of the transaction contemplated hereby, each duly executed by Purchaser; (iv) the Assignment and Assumption of Contract Rights and Third-Party Contracts, duly executed by Purchaser; (v) a certificate, from Purchaser, restating on and as of the Closing Date with the same effect accuracy of the representations made by Purchaser in SECTION 11C hereof (such certificate being referred to herein as if made on the Closing Date"PURCHASER'S UPDATE CERTIFICATE"); and (vi) any other documentation reasonably required to consummate the transactions contemplated by this Agreement. C. At the Closing, Seller shall pay, to the extent applicable, the State of New York Real Estate Transfer Tax and the New York City Real Property Transfer Tax. The provisions of this SECTION 7C shall survive the Closing. D. At the Closing, Purchaser shall pay any applicable (i) title insurance costs and premiums, (ii) the Mortgage Loan Seller hassurvey fees, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date(iii) recordation fees, and (iiiiv) since the date of this Agreementescrow fees, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestif any.