Common use of Closing Documents Clause in Contracts

Closing Documents. On the related Closing Date, the Seller shall deliver to the Purchaser’s attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (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 Loans have at any time been 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a1) this Agreement (to be executed and delivered only for the initial Closing Date); (b2) the related Purchase Price Interim Servicing Agreement, dated as of the initial Cut-off Date (to be executed and Terms Letter, executed in four (4) counterpartsdelivered only for the initial Closing Date); (c3) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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; (f4) the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, Schedule (one copy to be attached to the Custodian’s 's counterpart of the Custodial AgreementAgreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (g5) a Custodian's Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; (6) with respect to the initial Closing Date, an Officer’s 's Certificate, in the form of Exhibit 10 C hereto with respect to each of the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s 's Certificate upon request of the Purchaser; and; (h7) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally substantially in the form of Exhibit 11 D hereto and ("Opinion of Counsel of the Seller"); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 8) with respect to the initial Closing Date, an Opinion of Counsel of the Custodian (who may be an employee of the Custodian), substantially in the form of an exhibit to the Custodial AgreementAgreement(s); (j9) a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k10) a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l11) Assignment and Conveyance Agreement in the form of Exhibit G hereto, and all exhibits thereto; (12) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 H 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o13) a MERS Report reflecting the Purchaser as 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. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) 2. with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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) 3. the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial AgreementAgreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (g) 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 10 C hereto with respect to each of the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and; (h) 6. with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 D hereto and (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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 AgreementAgreement(s); (j) 8. a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k) 9. a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l) 10. with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 G and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance; (m) 11. Assignment and Conveyance Agreement in the form of Exhibit 14 H hereto, including and all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) 12. a MERS Report reflecting the Purchaser as 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. (a) On or before the related Initial Closing Date, the Seller shall deliver submit to the Purchaser’s attorneys in escrow Initial Purchaser fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) with respect to the initial Closing Date, a Custodial Account Certification in the form attached as Exhibit 4 hereto or 2. a Custodial Account Letter Agreement in the form attached as Exhibit 5 6 hereto; (e) with respect to the initial Closing Date, an Escrow Account Certification in the form attached 3. 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, 4. an Officer’s Certificate, in the form of Exhibit 10 hereto with respect 1 hereto, including all attachments thereto; 5. an Opinion of Counsel to the Seller, in the form of Exhibit 2 hereto; and 6. the Seller’s Underwriting Guidelines. (b) 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 Schedule; 3. an Officer’s Certificate, in the form of Exhibit 1 hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of thereto; 4. if requested by the Initial Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of to the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser2 hereto; (i) 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; (j) 5. a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, 3 hereto executed by any personPerson, as requested by the Initial Purchaser, if any of the Mortgage Loans have has at any time been subject to any security interest, pledge or hypothecation for the benefit of such personPerson; (k) 6. a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable;; and (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) 7. an Assignment and Conveyance Agreement in the form of Exhibit 14 4 hereto, including all exhibits thereto;. (nc) a Custodian’s CertificationIn addition, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting extent that the Underwriting Guidelines are modified, amended or supplemented at any time following the Initial Closing Date, the Seller shall notify the Purchaser as Investor, the Custodian as custodian of such change 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 provide the Purchaser a copy in both electronic and hard copy of such modification, amendment or its attorneyssupplement no later than five (5) Business Days following the effective date of such modification, amendment or supplement.

Closing Documents. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a1) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c2) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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; (f3) the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial AgreementAgreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (g4) 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 10 C hereto with respect to the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i6) 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 AgreementAgreement(s); (j7) a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k) 8) a certificate 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 either Seller by merger or acquired or originated by the either Seller while conducting business under a name other than its present name, if applicable; (l9) Assignment and Conveyance Agreement in the form of Exhibit G hereto, and all exhibits thereto; (10) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 H 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o11) a MERS Report reflecting the Purchaser as 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. (a) On or before the related Initial Closing Date, the Seller shall deliver submit to the Purchaser’s attorneys in escrow Initial Purchaser fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, 2. the Custodial Agreement, dated as of the initial Cut-off Datein six counterparts; (d) with respect to the initial Closing Date, 3. 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; (e) 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; 4. as Escrow Account Letter Agreement in the form attached as Exhibit 8 hereto; 5. an Officer's Certificate, in the form of Exhibit 1 hereto, including all attachments thereto; 6. an Opinion of Counsel to the Seller, in the form of Exhibit 2 hereto; and 7. the Seller's Underwriting Guidelines. (fb) 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 Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, hereto and one copy to be attached to the Custodian’s 's counterpart of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect 3. a Custodian's Trust Receipt and Initial Certification, as required under the Custodial Agreement, in a form acceptable to the initial Closing Date, Initial Purchaser; 4. an Officer’s 's Certificate, in the form of Exhibit 10 hereto with respect to the Seller1 hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of thereto; 5. if requested by the Initial Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of to the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser2 hereto; (i) 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; (j) 6. a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, 3 hereto executed by any personPerson, as requested by the Initial Purchaser, if any of the Mortgage Loans have has at any time been subject to any security interest, pledge or hypothecation for the benefit of such personPerson; (k) 7. a certificate 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 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) 8. an Assignment and Conveyance Agreement in the form of Exhibit 14 4 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting 9. in the Purchaser as Investorevent that the Seller’s Underwriting Guidelines have been modified following delivery to the Initial Purchaser, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk an updated copy of loss of the closing documents until such time as they are received by the Purchaser or its attorneysUnderwriting Guidelines.

Closing Documents. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) 2. with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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) 3. the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, Package (one copy to be attached to the Custodian’s counterpart of the Custodial AgreementAgreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (g) 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 10 C hereto with respect to the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and; (h) 6. with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 D hereto and (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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 AgreementAgreement(s), if required; (j) 8. a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k) 9. a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l) 10. with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 G and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance; (m) 11. Assignment and Conveyance Agreement in the form of Exhibit 14 H hereto, including and all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) 12. a MERS Report reflecting the Purchaser as 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 Closing Documents until such time as they are received by the Purchaser or its attorneys.

Closing Documents. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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) 2. the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial AgreementAgreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (g) 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 10 C hereto with respect to each of the SellerSeller and the Originator, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and; (h) 5. with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 D hereto and (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (j) 7. a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k) 8. a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l) 9. 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;G; and (m) 10. Assignment and Conveyance Agreement in the form of Exhibit 14 H hereto, including and all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. On (a) The closing documents to be delivered on the related initial Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals of:of the following documents, as well as the documents referred to in Section 12.04(b): (ai) this Agreement (to be executed and delivered only for the initial Closing Date)Agreement; (bii) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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 or a Custodial Account Certification, as applicable, in the form attached of Exhibit D-1 or Exhibit D-2 hereto, as Exhibit 5 heretoapplicable; (eiii) 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 or an Escrow Account Certification, as applicable, in the form attached of Exhibit E-1 or Exhibit E-2 hereto, as Exhibit 7 heretoapplicable; (fiv) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the SellerH hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaserthereto; and (hv) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser;I hereto. (ib) with respect The closing documents for the Mortgage Loans to be purchased on each Closing Date under this Agreement (including the initial Closing Date, an Opinion ) shall consist of Counsel fully executed originals of the Custodian following documents: (who may be an employee c) the related Purchase Price and Terms Agreement; (d) the related Acknowledgment and Conveyance Agreement, including all annexes thereto; (e) each of the Custodian), in documents required to be delivered by the form Seller pursuant to Section 2.03 hereof; (f) an assignment and assumption of an exhibit to the Custodial Agreement; (jg) an initial certification of the Custodian; (A) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13J-1 hereto (if Seller is a member of the Federal Home Loan Bank System), as executed by the applicable regional Federal Home Loan Bank and, (B) if applicable, hereto a Security Release Certification, in the form of Exhibit J-2 hereto, executed by any other person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personperson and (C) if applicable, a certificate of the Seller and an opinion of counsel of the Seller stating that the Mortgage Loans are not subject to any security interest, claim, pledge, hypothecation or lien; (ki) a certificate Certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (lj) with respect to upon request by the initial Closing DatePurchaser, 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodianan Officer’s Certification, as required under the Custodial AgreementCertificate, in the form of Exhibit 2 to the Custodial AgreementH hereto, including all attachments thereto; and (ok) a MERS Report reflecting upon request by the Purchaser as InvestorPurchaser, an Opinion of Counsel to the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage LoanSeller, in the form of Exhibit I hereto. The Seller shall bear the risk of loss of the closing documents Closing Documents until such time as they are received by the Purchaser or its attorneys.

Closing Documents. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); 2. the Servicing Agreement, dated as of the Initial Cut-off Date (b) to be executed and delivered only for the related Purchase Price and Terms Letter, executed in four (4) counterpartsInitial Closing Date); (c) 3. with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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) 4. the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial AgreementAgreement in connection with the Initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (g) 5. a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; 6. with respect to the initial Closing Date, a Custodial Account Letter Agreement or a Custodial Account Certification, as applicable, as required under the Servicing Agreement; 7. with respect to the initial Closing Date, an Escrow Account Letter Agreement or an Escrow Account Certification, as applicable, as required under the Servicing Agreement; 8. with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 C hereto with respect to the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and; (h) 9. with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 D hereto and (“Opinion of Counsel of the Seller”) with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 10. 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; (j) 11. a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k) 12. a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l) 13. 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 H; 14. Exhibit B to the related Assignment and Conveyance;Conveyance Agreement; and (m) 15. Assignment and Conveyance Agreement in the form of Exhibit 14 G hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. (a) On or before the related Initial Closing Date, the Seller and the Servicer (if applicable) shall deliver submit to the Purchaser’s attorneys in escrow Initial Purchaser fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, 2. the Custodial Agreement, dated as of the initial Cut-off Datein six counterparts; (d) with respect to the initial Closing Date, 3. 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; (e) 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; 4. as Escrow Account Letter Agreement in the form attached as Exhibit 8 hereto; 5. an Officer's Certificate, with respect to the Seller and the Servicer, in the form of Exhibit 1 hereto, including all attachments thereto; 6. an Opinion of Counsel to the Seller and the Servicer, in the form of Exhibit 2 hereto; 7. the Seller's Underwriting Guidelines. (fb) 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 Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, hereto and one copy to be attached to the Custodian’s 's counterpart of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect 3. a Custodian's Trust Receipt and Initial Certification, as required under the Custodial Agreement, in a form acceptable to the initial Closing DateInitial Purchaser; 4. if requested by the Initial Purchaser, an Officer’s 's Certificate, in the form of Exhibit 10 hereto with respect to the Seller1 hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of thereto; 5. if requested by the Initial Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of to the Seller (who may be an employee of and the Seller)Servicer, generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser2 hereto; (i) 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; (j) 6. a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, 3 hereto executed by any personPerson, as requested by the Initial Purchaser, if any of the Mortgage Loans have has at any time been subject to any security interest, pledge or hypothecation for the benefit of such personPerson; (k) 7. a certificate 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 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) 8. an Assignment and Conveyance Agreement in the form of Exhibit 14 4 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting 9. in the Purchaser as Investorevent that the Seller’s Underwriting Guidelines have been modified following delivery to the Initial Purchaser, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk an updated copy of loss of the closing documents until such time as they are received by the Purchaser or its attorneysUnderwriting Guidelines.

Closing Documents. a. On the related Closing Date, the Seller Purchaser shall deliver to Seller an executed closing statement, the Purchaser’s attorneys balance of the Purchase Price, an assumption of the Assignment and Assumption of Intangibles (as hereinafter defined), an assumption of the Assignment and Assumption of Leases (as hereinafter defined), and such other documents as may be reasonably required in escrow fully executed originals of:order to consummate the transaction as set forth in this Agreement. (a) this Agreement (to be executed and delivered only for b. On the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, Seller shall deliver, or cause to be delivered, the Custodial Agreement, dated as following to Purchaser: possession of the initial Cut-off Date; Property; the executed Deed (d) 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect F attached hereto) subject to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, Permitted Exceptions; the Title Policy (or "marked-up commitments"); terminations of any management agreements affecting the Property; an Officer’s Certificate upon request inventory of the Purchaser; and Personal Property for the Property and a Bill of Sale for the same (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto G atta▇▇▇▇ hereto); executed closing statements; executed assignment and with respect to subsequent Closing Datesassumption of all service contracts, an Opinion of Counsel of the Seller upon request of the Purchaser; warranties and intangibles (i) 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; (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 Loans have at any time been 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 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 DateH attached hereto, the Underwriting Guidelines "Assignment and Assumption of Intangibles"); executed copies of all warranties, guarantees, maintenance, supply, repair and service contracts, which affect the Property and which are in Seller's possession or at the Property, to be attached hereto as Exhibit 8 delivered at the Property; executed assignment and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment assumption of all leases and Conveyance; security deposits (m) Assignment and Conveyance Agreement in the form of Exhibit 14 I attached hereto, including all exhibits thereto; the "Assignment and Assumption of Leases"); the original executed leases which shall be delivered at the Property; updated Rent Roll (n) a Custodian’s Certification, as required hereinafter defined); notice to the tenants of the Property of the transfer of title and the assumption by Purchaser of the landlord's obligations under the Custodial Agreement, leases and the obligation to refund the security deposits (in the form of Exhibit 2 to J attached hereto); non-foreign affidavit (in the Custodial Agreementform of Exhibit K attached hereto); and bringdown certificate re: representations and warranties (o) a MERS Report reflecting in the Purchaser as Investor, the Custodian as custodian and no Person as Interim Funder form of Exhibit L attached hereto); certificates of occupancy for each MERS Designated Mortgage Loan. The Seller shall bear apartment unit (or building, as applicable) that are in Seller's possession or at the risk of loss of the closing Property, if any; plans and specifications, if any, in Seller's possession; and such other documents until such time as they are received may be reasonably required by the Purchaser or its attorneysPurchaser's Title Insurer in order to consummate the transaction as set forth in this Agreement.

Closing Documents. a. On the related Closing Date, Purchaser shall deliver to Seller an executed closing statement, the balance of the 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 the Purchaser’s attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as Purchaser possession of the initial Cut-off Date; Property; the Deed (d) 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect E attached hereto) subject to the Permitted Exceptions; a quitclaim deed conveying all of Seller's right, including all attachments thereto title and with respect interest, if any, in and to subsequent Closing Datesany strips, an Officer’s Certificate upon request gores, hiatuses and/or other property discrepancies reflected on the Survey which are not included within the legal description of the PurchaserProperty; and (h) with respect to the initial Closing Datean assignment of any termite bond that Seller has, provided such bond is assignable; an Opinion of Counsel inventory of the Seller Personal Property and a Bill of Sale for the same (who may in th▇ ▇▇rm of Exhibit F attached hereto); an executed closing statement; an executed assignment and assumption of all service contracts to be an employee of the Seller), generally assumed by Purchaser (in the form of Exhibit 11 hereto G attached hereto); an executed assignment and with respect to subsequent Closing Dates, an Opinion assumption of Counsel of the Seller upon request of the Purchaser; all leases and security deposits (i) 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; (j) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, hereto executed by any person, as requested by H attached hereto); updated rent roll (to be delivered two days prior to the Purchaser, if any Closing Date); a notice to the tenants of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for transfer of title and the benefit of such person; (k) a certificate or other evidence of merger or change of name, signed or stamped assumption by the applicable regulatory authority, if any Purchaser of the Mortgage Loans were acquired by landlord's obligations under the Seller by merger or acquired or originated by leases and the Seller while conducting business under a name other than its present name, if applicable; obligation to refund the security deposits (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 Exhibit 14 I attached hereto, including all exhibits thereto; ); a non-foreign affidavit (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 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 Custodial AgreementProperty, 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; and an executed assignment of intangible property (o) a MERS Report reflecting in the Purchaser form of Exhibit M attached hereto); an executed certificate as Investor, to representations and warranties (in the Custodian form of Exhibit P attached hereto); an opinion letter from the in-house counsel of The Balcor Company substantially in the form of Exhibit Q attached hereto; and such other documents 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 may be reasonably required by the Purchaser or its attorneysTitle Insurer in order to consummate the transaction as set forth in this Agreement.

Closing Documents. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (aA) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (cB) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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; (fC) the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial AgreementAgreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (gD) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; (E) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 C hereto with respect to each of the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and; (hF) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 D hereto and (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (iG) 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 AgreementAgreement(s) if required; (jH) a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (kI) a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (lJ) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 G and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance; (mK) Assignment and Conveyance Agreement in the form of Exhibit 14 H hereto, including and all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (oL) no later than two (2) Business Days following the related Closing Date, a MERS Report reflecting the Purchaser as 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. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a1) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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; (f2) the related Mortgage Loan Schedule; (3) a Custodian's Certification, segregated by Mortgage Loan Package, one copy to be attached hereto, one copy to be attached to the Custodian’s counterpart of as required under the Custodial Agreement, and one copy to be attached in the form of Exhibit 2 to the related Assignment and Conveyance as the Mortgage Loan Schedule theretoCustodial Agreement; (g4) with respect to the initial Closing Date, an Officer’s 's Certificate, in the form of Exhibit 10 C hereto with respect to each of the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s 's Certificate upon request of the Purchaser; and; (h5) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 D hereto and ("Opinion of Counsel of the Seller"); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (j6) a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k7) a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l8) Assignment and Conveyance Agreement in the form of Exhibit G hereto, and all exhibits thereto; (9) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 H 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o10) a MERS Report reflecting the Purchaser as 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. On the related Closing Date, the Seller shall deliver to the Purchaser’s 's attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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 's counterpart of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s 's Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s 's Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaserhereto; (i) 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; (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 Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (kj) a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (lk) 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; (ml) Assignment and Conveyance Agreement in the form of Exhibit 14 hereto, including all exhibits thereto; (nm) a Custodian’s 's Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (on) a MERS Report reflecting the Purchaser as 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. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) 2. with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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) 3. the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial AgreementAgreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (g) 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 10 C hereto with respect to the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and; (h) 6. with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 D hereto and (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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 AgreementAgreement(s), if required; (j) 8. a Security Release Certificationsecurity 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 Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k) 9. a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l) 10. with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 G and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance; (m) 11. Assignment and Conveyance Agreement in the form of Exhibit 14 H hereto, including and all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) 12. a MERS Report reflecting the Purchaser as 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. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) 2. with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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) 3. the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial AgreementAgreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (g) 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 10 C hereto with respect to each of the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and; (h) 6. with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 D hereto and with respect to subsequent Closing Dates, an (“Opinion of Counsel of the Seller upon request of the PurchaserSeller”); (i) 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; (j) 7. a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k) 8. a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l) 9. with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 G and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance; (m) 10. Assignment and Conveyance Agreement in the form of Exhibit 14 H hereto, including and all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) 11. a MERS Report reflecting the Purchaser as 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. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (ai) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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; (fii) 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 the Custodial Agreement, and Schedule (one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (giii) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; (iv) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 C hereto with respect to each of the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (jv) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (kvi) a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (lvii) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 G and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance; (mviii) Assignment and Conveyance Agreement in the form of Exhibit 14 H hereto, including and all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (oix) no later than 2 Business Days after the related Closing Date, a MERS Report reflecting listing the Purchaser as 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. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a1) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c2) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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; (f3) the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, Schedule (one copy to be attached to the Custodian’s 's counterpart of the Custodial AgreementAgreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (g4) 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 's Certificate, in the form of Exhibit 10 C hereto with respect to the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s 's Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i6) 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 AgreementAgreement(s); (j7) a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k) 8) a certificate 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 either Seller by merger or acquired or originated by the either Seller while conducting business under a name other than its present name, if applicable; (l9) Assignment and Conveyance Agreement in the form of Exhibit G hereto, and all exhibits thereto; (10) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 H 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o11) a MERS Report reflecting the Purchaser as 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. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (aA) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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; (fB) the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, Schedule (one copy to be attached to the Custodian’s 's counterpart of the Custodial AgreementAgreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (gC) a Custodian's Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; (D) with respect to the initial Closing Date, an Officer’s 's Certificate, in the form of Exhibit 10 C hereto with respect to the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s 's Certificate upon request of the Purchaser; and; (hE) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and D hereto; with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (jF) a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (kG) a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (lH) 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; (mI) Assignment and Conveyance Agreement in the form of Exhibit 14 H hereto, including and all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (oJ) a MERS Report reflecting the Purchaser as 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. On the related Closing Date, the Seller shall deliver to the Purchaser’s attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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, 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 Loans have at any time been 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) no later than two (2) Business Days following the Closing Date, a MERS Report reflecting the Purchaser as 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. On the related Closing Date, the Seller shall deliver to the Purchaser’s attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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, 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 Loans have at any time been 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and and (o) a MERS Report reflecting the Purchaser as 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. On the related each Closing Date, the Seller and Servicer shall deliver to the Purchaser’s attorneys Purchaser in escrow fully executed originals ofof the following documents for the Mortgage Loans to be purchased on each Closing Date: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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; (fc) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance Agreement as the Mortgage Loan Schedule thereto; (gd) 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 10 hereto with respect to the Seller9 hereto, including all attachments thereto and attachments; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (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 Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (kf) a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (lg) 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 then current Underwriting Guidelines to be attached to the related Assignment and ConveyanceConveyance Agreement as Exhibit C; (mh) the Assignment and Conveyance Agreement in the form of Exhibit 14 13 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (oi) a MERS Report reflecting Exhibit B to the Purchaser as Investor, the Custodian as custodian related Assignment 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 attorneysConveyance Agreement.

Closing Documents. On the related Closing Date, the Seller shall deliver The Borrower will have delivered or caused to be delivered to the Purchaser all of the following documents in form and substance satisfactory to Purchaser’s attorneys in escrow fully executed originals of: (ai) this Agreement (to be the Note, duly completed and executed and delivered only for by the initial Closing Date)Borrower; (bii) the related Purchase Price and Terms Letter, executed Warrants evidencing the right to acquire the number of shares of Common Stock set forth in four (4) counterpartsSection 2.2; (ciii) with respect certificates of good standing dated not more than 10 business days prior to the initial Closing Date for the Borrower and each Guarantor certified by its jurisdiction of organization; (iv) a copy of the Charter Documents of the Borrower and each Guarantor, certified by the appropriate governmental official of the jurisdiction of its incorporation as of a date not more than 10 Business Days prior to the Closing Date; (v) a copy of the Bylaws of the Borrower and each Guarantor, certified as of the Custodial AgreementClosing Date by the secretary or assistant secretary of the Borrower and each Guarantor; (vi) a certificate of the secretary or assistant secretary of the Borrower and each Guarantor, certifying as to the names and true signatures of the Executive Officers of the Borrower and each Guarantor authorized to sign this Agreement and the other Transaction Documents to which it is a party; (vii) copies of the resolutions duly adopted by the Borrower's and each Guarantor's board of directors, authorizing the execution, delivery and performance by the Borrower and each such Guarantor of this Agreement and each of the other Transaction Documents to which it is a party, such other instruments and documents contemplated hereby to which the Borrower or any Guarantor is a party, and the consummation of all of the other Transactions, certified as of the Closing Date by an Executive Officer of the Borrower or such Guarantor; (viii) a certificate dated as of the initial Cut-off DateClosing Date from an Executive Officer of the Borrower stating that the conditions specified in this Section 4.1 have been fully satisfied by the Borrower or waived by the Purchaser; (dix) with respect to the initial Closing Dateopinion of Klehr, a Custodial Account Certification Harrison, ▇▇▇▇▇▇, Branzburg & ▇▇▇▇▇▇ LLP, counsel for the Borrower and Guarantors, substantially in the form attached as set forth in Exhibit 4 hereto or a Custodial Account Letter Agreement I, addressed to the Purchaser, dated the date of the Closing. (x) certificates of insurance evidencing the existence of all insurance required to be maintained by the Borrower pursuant to Section 7.1(c), together with loss payable endorsements, all satisfactory in the form attached as Exhibit 5 hereto; (e) with respect type and extent of such coverage 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (hxi) with respect such other documents relating to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (j) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, Transactions contemplated by this Agreement as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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 attorneysmay reasonably request.

Closing Documents. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) 2. with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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) 3. the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial AgreementAgreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (g) 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 10 C hereto with respect to the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and; (h) 6. with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 D hereto and (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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 AgreementAgreement(s), if required; (j) 8. a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k) 9. a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l) 10. with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 G and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance; (m) 11. Assignment and Conveyance Agreement in the form of Exhibit 14 H hereto, including and all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) 12. a MERS Report reflecting the Purchaser as 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. On The Closing Documents for the related Initial Closing Date, shall consist of the Seller shall deliver to the Purchaser’s attorneys in escrow fully executed originals offollowing: (a) an executed copy of this Agreement Agreement, including all exhibits, in two (to be executed and delivered only 2) counterparts; (b) a Custodial Account Certification or Custodial Account Letter Agreement, as required under the Agreement; (c) an Escrow Account Certification or Escrow Account Letter Agreement, as required under the Agreement; (d) an REO Account Certification or REO Account Letter Agreement, as required under the Agreement; and (e) an Officer's Certificate in the form of Exhibit I hereto, including all attachments, thereto; The Closing Documents for the initial Initial Closing as well as all other Closings: (a) Assignment and Conveyance Agreement by and between Seller and Purchaser dated as of the related Closing Date); (b) the Initial Certification of the Custodian regarding the Mortgage Loans in the related Purchase Price and Terms Letter, executed in four (4) counterpartsMortgage Loan Package; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (j) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as if applicable, hereto executed by any personother Person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any a security interest, pledge or hypothecation for the benefit of such person; (kd) a certificate or other evidence of merger or change of name, signed or stamped an Assignment and Assumption by the applicable regulatory authority, if any Purchaser to Seller of the Mortgage Loans were acquired Purchaser's rights as Servicer under the Custodial Agreement by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present nameand between Purchaser and Custodian dated as of September 1, if applicable; (l) 1999, with respect to the initial Closing DateMortgage Loans in the related Mortgage Loan Package; (e) The Mortgage Loan Schedule, the Underwriting Guidelines one copy 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (of) a MERS Report reflecting the Purchaser as Investor, the Custodian as custodian related Purchase Price 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 attorneysTerms Letter.

Closing Documents. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) 2. with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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) 3. the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial AgreementAgreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) 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 10 C hereto with respect to each of the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and; (h) 6. with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 D hereto and (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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 AgreementAgreement(s); (j) 8. a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k) 9. a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l) 10. with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 G and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance; (m) 11. Assignment and Conveyance Agreement in the form of Exhibit 14 H hereto, including and all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) 12. a MERS Report reflecting the Purchaser as 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. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a1) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c2) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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; (f3) the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, Schedule (one copy to be attached to the Custodian’s 's counterpart of the Custodial AgreementAgreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (g4) 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 's Certificate, in the form of Exhibit 10 C hereto with respect to the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s 's Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i6) 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 AgreementAgreement(s); (j7) a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k) 8) a certificate 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 either Seller by merger or acquired or originated by the either Seller while conducting business under a name other than its present name, if applicable; (l9) Assignment and Conveyance Agreement in the form of Exhibit G hereto, and all exhibits thereto; and (10) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 H 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) 2. with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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) 3. the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, Schedule (one copy to be attached to the Custodian’s 's counterpart of the Custodial AgreementAgreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (g) 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 's Certificate, in the form of Exhibit 10 C hereto with respect to each of the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s 's Certificate upon request of the Purchaser; and; (h) 6. with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 D hereto and with respect to subsequent Closing Dates, an ("Opinion of Counsel of the Seller upon request of the PurchaserSeller"); (i) 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; (j) 7. a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k) 8. a certificate 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. On the related Closing Date, the Seller shall deliver to the Purchaser’s attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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, 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 Loans have at any time been 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 attached to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a1) this Agreement (to be executed and delivered only for the initial Closing Date); (b2) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Interim Servicing Agreement, dated as of the initial Cut-off Date; Date (d) with respect to be executed and delivered only for 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); (e) 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; (f3) 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 the Custodial Agreement, and Schedule (one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (g4) [reserved]; (5) with respect to the initial Closing Date, an Officer’s 's Certificate, in the form of Exhibit 10 C hereto with respect to each of the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s 's Certificate upon request of the Purchaser; and; (h6) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 D hereto and ("Opinion of Counsel of the Seller"); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (j7) a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k) 8) a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l9) Assignment and Conveyance Agreement in the form of Exhibit G hereto, and all exhibits thereto; (10) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 H 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o11) a MERS Report reflecting the Purchaser as 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. (a) On or before the related Initial Closing Date, the Seller shall deliver submit to the Purchaser’s attorneys in escrow Initial Purchaser fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) with respect to the initial Closing Date, a Custodial Account Certification in the form attached as Exhibit 4 hereto or 2. a Custodial Account Letter Agreement in the form attached as Exhibit 5 6 hereto; (e) with respect to the initial Closing Date, an Escrow Account Certification in the form attached 3. 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, 4. an Officer’s Certificate, in the form of Exhibit 10 hereto with respect 1 hereto, including all attachments thereto; 5. an Opinion of Counsel to the Seller, in the form of Exhibit 2 hereto; and 6. the Seller’s Underwriting Guidelines. (b) 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 Schedule; 3. an Officer’s Certificate, in the form of Exhibit 1 hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of thereto; 4. if requested by the Initial Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of to the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser2 hereto; (i) 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; (j) 5. a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, 3 hereto executed by any personPerson, as requested by the Initial Purchaser, if any of the Mortgage Loans have has at any time been subject to any security interest, pledge or hypothecation for the benefit of such personPerson; (k) 6. a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable;; and (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) 7. an Assignment and Conveyance Agreement in the form of Exhibit 14 4 hereto, including all exhibits thereto;. (nc) a Custodian’s CertificationIn addition, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting extent that the Underwriting Guidelines are modified, amended or supplemented at any time following the Initial Closing Date, the Seller shall notify the Purchaser as Investor, the Custodian as custodian of such change 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 provide the Purchaser a copy in both electronic and hard copy of such modification, amendment or its attorneyssupplement at the time the Seller presents a bid for a future trade.

Closing Documents. (a) On or before the related Initial Closing Date, the Seller shall deliver submit to the Purchaser’s attorneys in escrow Initial Purchaser fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, 2. the Custodial Agreement, dated as of the initial Cut-off Date; (d) with respect to the initial Closing Datein six counterparts, 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; (e) with respect to the initial Closing Date, an Escrow Account Certification in the form attached as Exhibit 6 hereto or an Escrow hereto; 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 1 hereto, including all attachments thereto; 6. an Opinion of Counsel to the Seller, in the form of Exhibit 2 hereto; 7. an Opinion of Counsel to the Custodian, in a form acceptable to the Initial Purchaser; and 8. the Seller’s underwriting guidelines. (fb) 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 Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, hereto and 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 as the Mortgage Loan Schedule thereto; (g) with respect 3. a Custodian’s Trust Receipt and Initial Certification, as required under the Custodial Agreement, in a form acceptable to the initial Closing Date, Initial Purchaser; 4. an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller1 hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of thereto; 5. if requested by the Initial Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of to the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates2 hereto; 6. if requested by the Initial Purchaser, an Opinion of Counsel of to the Seller upon request of Custodian, in a form acceptable to the Initial Purchaser; (i) 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; (j) 7. a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, 3 hereto executed by any personPerson, as requested by the Initial Purchaser, if any of the Mortgage Loans have has at any time been subject to any security interest, pledge or hypothecation for the benefit of such personPerson; (k) 8. a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable;; and (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) 9. an Assignment and Conveyance Agreement in the form of Exhibit 14 4 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. On the related Closing Date, the Seller shall deliver to the Purchaser’s attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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, 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 Loans have at any time been 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. (a) On or before the related Initial Closing Date, the Seller shall deliver submit to the Purchaser’s attorneys in escrow Initial Purchaser fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, 2. the Custodial Agreement, dated as of the initial Cut-off Datein six counterparts; (d) with respect to the initial Closing Date, 3. 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; (e) 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; 4. as Escrow Account Letter Agreement in the form attached as Exhibit 8 hereto; 5. an Officer's Certificate, in the form of Exhibit 1 hereto, including all attachments thereto; 6. an Opinion of Counsel to the Seller, in the form of Exhibit 2 hereto; 7. the Seller's Underwriting Guidelines. (fb) 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 Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, hereto and one copy to be attached to the Custodian’s 's counterpart of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect 3. a Custodian's Trust Receipt and Initial Certification, as required under the Custodial Agreement, in a form acceptable to the initial Closing Date, Initial Purchaser; 4. an Officer’s 's Certificate, in the form of Exhibit 10 hereto with respect to the Seller1 hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of thereto; 5. if requested by the Initial Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of to the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser2 hereto; (i) 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; (j) 6. a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, 3 hereto executed by any personPerson, as requested by the Initial Purchaser, if any of the Mortgage Loans have has at any time been subject to any security interest, pledge or hypothecation for the benefit of such personPerson; (k) 7. a certificate 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 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) 8. an Assignment and Conveyance Agreement in the form of Exhibit 14 4 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting 9. in the Purchaser as Investorevent that the Seller’s Underwriting Guidelines have been modified following delivery to the Initial Purchaser, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk an updated copy of loss of the closing documents until such time as they are received by the Purchaser or its attorneysUnderwriting Guidelines.

Closing Documents. On the related Closing Date, the Seller shall deliver to the Purchaser’s attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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, 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 Loans have at any time been 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s CertificationCertification or similar document, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. a. On the related Closing Date, Purchaser shall deliver to Seller an executed closing statement and to the Title Insurer the balance of the Purchase Price, 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 the Purchaser’s attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as Purchaser possession of the initial Cut-off Date; Property; the Sale (d) 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect E attached hereto) subject to the Seller, including all attachments thereto Permitted Exceptions and with respect to subsequent Closing Dates, those Unpermitted Exceptions waived by Purchaser; an Officer’s Certificate upon request inventory of the PurchaserPersonal Property and a Bill of Sale for the same (in th▇ ▇▇rm of Exhibit F attached hereto); and an executed closing statement; an executed assignment and assumption of all service contracts (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto G attached hereto); an executed assignment and with respect to subsequent Closing Dates, an Opinion assumption of Counsel of the Seller upon request of the Purchaser; all leases and security deposits (i) 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; (j) a Security Release Certification, in the form of Exhibit 12 H attached hereto); the tenant leases which shall be available at the Property; all assignable licenses and permits relating to the use, occupancy or Exhibit 13, as applicable, hereto executed by any person, as requested by the Purchaser, if any operation of the Mortgage Loans have at any time been subject to any security interestProperty, pledge or hypothecation for the benefit of such person; together with in assignment thereof (k) a certificate 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 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 Exhibit 14 I attached hereto, including ); updated Rent Roll (as hereinafter defined) with a list attached of all exhibits thereto; tenant concessions and allowances and rental commissions owed (n) a Custodian’s Certification, as required under the Custodial Agreement, certified in the form of Exhibit 2 Q attached hereto); a notice to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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 tenants of the closing documents until such time transfer of title and the assumption by Purchaser of the landlord's obligations under the leases and the obligation to refund the security deposits which have been assigned or credited to Purchaser (in the form of Exhibit J attached hereto); a non-foreign affidavit (in 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 they are of the Closing Date and, to the extent received by Seller, an acknowledgement of the Purchaser or its attorneystermination by the manager; subject to the terms of Paragraph 17, reaffirmation of representations and warranties by Seller (in the form of Exhibit M); a Broker's receipt and lien waiver; 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.

Closing Documents. On (a) The closing documents to be delivered on the related initial Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals of:of the following documents, as well as the documents referred to in Section 11(b): (ai) this Agreement (to be executed and delivered only for the initial Closing Date)Agreement; (bii) the related Purchase Price and Terms Letter, executed in four (4) counterpartsCustodial Account Letter Agreement; (ciii) with respect to the initial Closing Date, the Custodial Escrow Account Letter Agreement, dated as of the initial Cut-off Date; (div) 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the SellerC hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaserthereto; and (hv) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect D hereto. (b) The closing documents for the Mortgage Loans to subsequent be purchased on each Closing Dates, an Opinion Date under this Agreement (including the initial Closing Date) shall consist of Counsel fully executed originals of the Seller upon request of the Purchaser;following documents: (i) 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 related Purchase Price and Terms Agreement; (jii) the related Acknowledgment and Conveyance Agreement, including all annexes thereto; (iii) each of the documents required to be delivered by the Seller pursuant to Section 2(c) hereof; (iv) an assignment and assumption of the Custodial Agreement (v) an initial certification of the Custodian; (vi) if applicable, a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, hereto executed by any personF hereto, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (kvii) a certificate Certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (lviii) with respect to upon request by the initial Closing DatePurchaser, 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodianan Officer’s Certification, as required under the Custodial AgreementCertificate, in the form of Exhibit 2 to the Custodial AgreementC hereto, including all attachments thereto; and (oix) a MERS Report reflecting upon request by the Purchaser as InvestorPurchaser, an Opinion of Counsel to the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage LoanSeller, in the form of Exhibit D hereto. The Seller shall bear the risk of loss of the closing documents Closing Documents until such time as they are received by the Purchaser or its attorneys.

Closing Documents. On The Agent shall have received each of the related Closing Datefollowing, the Seller all of which shall deliver be satisfactory in form and substance to the Purchaser’s attorneys in escrow fully executed originals ofAgent and its special counsel: (a1) this Agreement (to be Agreement, duly executed and delivered only by the Borrower; (2) the Notes, each dated the Effective Date and duly executed and delivered by the Borrower; (3) the Subsidiary Guaranty and the Subsidiary Security Agreement, duly executed and delivered by the Guarantors; (4) the Pledge Agreement duly executed and delivered by the Borrower and the certificates representing the shares covered thereby, in form for transfer by delivery or accompanied by duly executed stock powers in blank; (5) certified copies of the initial Closing Datearticles of incorporation and by-laws and shareholder agreements, if any, of the Borrower and each Guarantor as in effect on the Effective Date and all corporate action, including shareholder approval, if necessary, taken by the Borrower and each Guarantor or its shareholders to authorize the execution, delivery and performance of the Loan Documents to which it is a party and, in the case of the Borrower, the Borrowings under this Agreement; (6) certificates of incumbency and specimen signatures with respect to each of the officers of the Borrower and each Guarantor who is authorized to execute and deliver any Loan Document on behalf of the Borrower or such Guarantor or any document, certificate or instrument to be delivered in connection with this Agreement or the other Loan Documents and, in the case of the Borrower, to request Borrowings under this Agreement; (7) a certificate evidencing the good standing of the Borrower and each Guarantor in the jurisdiction of its incorporation and in each other jurisdiction in which it is qualified as a foreign corporation to transact business; (8) the Financing Statements duly executed and delivered by the Borrower and each Guarantor, and evidence satisfactory to the Agent that the Financing Statements have been filed in each jurisdiction where such filing may be necessary or appropriate to perfect the Security Interest; (9) landlord's waiver and consent agreements duly executed on behalf of each lessor of real property described on SCHEDULE 4.1(a)(9); (b10) the related Purchase Price Mortgage (encumbering Real Estate located at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, Santa ▇▇▇▇▇ County, California) duly executed and Terms Letterdelivered by the Borrower and evidencing the recording of such instrument in the appropriate jurisdiction for the recording thereof on the Real Estate subject thereto or, executed at the option of the Agent, in four (4) counterpartsproper form for recording in such jurisdiction; (c11) one or more fully paid mortgagee title insurance policies or, at the option of the Lender, unconditional commitments for the issuance thereof with all requirements and conditions to the issuance of the final policy deleted or marked satisfied, issued by a title insurance company satisfactory to the Agent, each in an amount equal to not less than the fair market value of the Real Estate subject to the Mortgage insured thereby, insuring that such Mortgage creates a valid first lien on, and security title to, all Real Estate described therein, with no survey exceptions and no other exceptions which the Agent shall not have approved in writing; (12) such materials and information concerning the Real Estate as the Agent may require, including, without limitation, certificates of occupancy covering the Real Estate subject to the Mortgage, and owner's affidavits as to such matters relating to the Real Estate as the Lender may request; (13) a report from a qualified engineering firm or other qualified consultant acceptable to the Agent with respect to an investigation and assessment of all Real Estate, which shall be based on a thorough review of past and present uses, occupants, ownership and tenancy of the initial Closing Dateproperty, adjacent properties or upgradient properties regarding (A) subsurface ground water hazards, soils and/or test boring reports; (B) contact with local, state or federal agencies regarding known or suspected hazardous material contamination of the Custodial Agreementproperty or other properties in the area; (C) review of aerial photographs; (D) visual site inspection noting unregulated fills, dated storage tanks or areas, ground discoloration or soil odors; and (E) other investigative methods deemed necessary by the consultant or the Agent to enable the consultant to report that there is no apparent or likely contamination of the property; (14) if deemed necessary in the sole judgment of the Agent to further investigate suspected or likely contamination, supplemental environmental reports prepared by qualified consultants of the analysis of core drilling or ground water samples from the property, showing no contamination by hazardous materials; (15) [RESERVED]; (16) a Schedule of Inventory, a Schedule of Receivables and a Schedule of Equipment, each prepared as of a recent date; (17) certificates or binders of insurance relating to (i) each of the policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of SECTION 7.8 and (ii) each of the policies of insurance required by the Mortgages, together with mortgagee clauses satisfactory to the Lender; (18) a Borrowing Base Certificate prepared as of July 31, 1997 duly executed and delivered by a Financial Officer of the Borrower demonstrating Collateral Availability, after giving effect to any Loans to be made on such day, of not less than $5,000,000, together with such additional evidence of Collateral Availability as the Agent may require; (19) copies of all the financial statements referred to in SECTION 5.1(n) and meeting the requirements thereof; (20) a certificate of the Vice President-Finance of the Borrower stating that, to the best of his knowledge and based on an examination sufficient to enable him to make an informed statement, (a) all of the representations and warranties made or deemed to be made under this Agreement are true and correct in all material respects as of the initial Cut-off Effective Date, both with and without giving effect to any Loans to be made at such time and the application of the proceeds thereof, and (b) no Default or Event of Default exists; (d21) with respect evidence satisfactory to the initial Closing Date, a Custodial Account Certification in Agent of the form attached as Exhibit 4 hereto release and termination of (or a Custodial Account Letter Agreement in the form attached as Exhibit 5 heretoagreement to release and terminate) all Liens other than Permitted Liens. (22) [RESERVED]; (e23) a signed opinion of ▇▇▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Borrower and the Guarantors, opining as to such matters in connection with respect to this Agreement as the initial Closing Date, an Escrow Account Certification in the form attached as Exhibit 6 hereto Lender or an Escrow Account Letter Agreement in the form attached as Exhibit 7 heretoits counsel may reasonably request; (f24) the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, one copy to be attached an opinion as to the Custodian’s counterpart Solvency of the Custodial AgreementBorrower and its Subsidiaries of ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇, and one copy to be attached prepared on a basis (including, giving PRO FORMA effect to the related Assignment Recapitalization and Conveyance as the Mortgage Loan Schedule theretotransactions contemplated by this Agreement) and otherwise in form and substance satisfactory to the Agent; (g25) with respect to the initial Closing Date, an Officer’s Certificate, in Patent Assignment duly executed and delivered by the form of Exhibit 10 hereto with respect to Borrower; (26) the Seller, including all attachments thereto Trademark Assignment duly executed and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of delivered by the PurchaserBorrower; and (h27) with respect to such other documents or and Lender, through the initial Closing DateAgent, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (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 Loans have at any time been 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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 attorneysreasonably request.

Closing Documents. On At the related Closing DateClosing, the Seller Sellers shall execute and deliver to the Purchaser’s attorneys in escrow fully executed originals ofSellers' 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 executed hand in escrow by him as provided for herein. Purchaser shall pay all costs and delivered only for fees in connection with the initial Closing Date);filing and preparation of the Security Agreement and forms, including Sellers, attorneys, fees. (b) letters of resignation from each director and officer of the related Purchase Price and Terms LetterCorporation, executed in four (4) counterparts;effective as of the Closing Date. 45 (c) with respect to the initial Closing Date, the Custodial Agreement, dated as Certificate of Incorporation and other organizational documents of the initial Cut-off Date;Corporation. (d) with respect 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 Sellers' attorney until such time as full payment is made to the initial Closing Date, Sellers. In the event of a Custodial Account Certification default in the form attached as Exhibit 4 hereto or payment of any sums due under the Note, the Escrow Agent shall turn over the Stock Certificates and other documents to the Sellers, and said Sellers may then re-enter the premises. In the event of a Custodial Account Letter Agreement 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 form attached 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 Exhibit 5 hereto;directed by Sellers, and Sellers may take possession of the Original Leases to the subject premises. At the Closing, Purchaser shall execute and deliver to Sellers: (ea) with respect Promissory Note/Notes, Security Agreement, UCC-I's, Guarantee and any other documents needed to secure payment of the initial Closing DateNote/Notes. The Security Agreement shall give Sellers a security interest in all property, an Escrow Account Certification in furniture, fixtures, equipment, merchandise, computers, games, stock, inventory, accounts receivable, bank accounts and all other assets, property and rights of the form attached as Exhibit 6 hereto or an Escrow Account Letter Agreement in the form attached as Exhibit 7 hereto;Purchaser. (fb) the related Mortgage Loan ScheduleAssumption Agreement and any documents needed to effectuate Purchaser and Guarantors agreement to assume any and all obligations, segregated by Mortgage Loan Package, one copy to be attached hereto, one copy to be attached to the Custodian’s counterpart financial and otherwise of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; andbut not limited to (hc) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (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 Loans have at any time been 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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 attorneysGeneral Releases.

Closing Documents. On (a) The closing documents to be delivered on the related initial Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals of:of the following documents, as well as the documents referred to in Section 12.04(b): (ai) this Agreement (to be executed and delivered only for the initial Closing Date)Agreement; (bii) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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 or a Custodial Account Certification, as applicable, in the form attached of Exhibit D-1 or Exhibit D-2 hereto, as Exhibit 5 heretoapplicable; (eiii) 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 or an Escrow Account Certification, as applicable, in the form attached of Exhibit E-1 or Exhibit E-2 hereto, as Exhibit 7 heretoapplicable; (fiv) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the SellerH hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaserthereto; and (hv) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect I hereto. (b) The closing documents for the Mortgage Loans to subsequent be purchased on each Closing Dates, an Opinion Date under this Agreement (including the initial Closing Date) shall consist of Counsel fully executed originals of the Seller upon request of the Purchaser;following documents: (i) 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 related Purchase Price and Terms Agreement; (jii) the related Acknowledgment and Conveyance Agreement, including all annexes thereto; (iii) each of the documents required to be delivered by the Seller pursuant to Section 2.03 hereof; (iv) an initial certification of the Custodian; (A) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13J-1 hereto (if Seller is a member of the Federal Home Loan Bank System), as executed by the applicable regional Federal Home Loan Bank and, (B) if applicable, hereto a Security Release Certification, in the form of Exhibit J-2 hereto, executed by any other person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personperson and (C) if applicable, a certificate of the Seller and an opinion of counsel of the Seller stating that the Mortgage Loans are not subject to any security interest, claim, pledge, hypothecation or lien; (kvi) a certificate Certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (lvii) with respect to upon reasonable request by the initial Closing DatePurchaser, 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodianan Officer’s Certification, as required under the Custodial AgreementCertificate, in the form of Exhibit 2 H hereto, including all attachments thereto; (viii) upon reasonable request by the Purchaser, an Opinion of Counsel to the Custodial AgreementSeller, in the form of Exhibit I hereto; and (oix) a MERS Report reflecting upon request by the Purchaser as Investoran Escrow Agreement between the Seller, the Custodian Purchaser and a mutually acceptable third party acting as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loanescrow agent. The Seller shall bear the risk of loss of the closing documents Closing Documents until such time as they are received by the Purchaser or its attorneys.

Closing Documents. On Such Purchaser shall have received the related Closing Datefollowing, each dated the Seller shall deliver to the Purchaser’s attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as date of the initial Cut-off Date; (d) with respect to the initial applicable 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser;Day: (i) with respect The Note(s) to be purchased by such Purchaser. (ii) A fully executed and delivered guaranty agreement or a reaffirmation of a previously executed guaranty agreement, each in a form acceptable to the initial Closing DatePurchasers, an Opinion of Counsel executed by each Subsidiary of the Custodian Company that is a “Guarantor” under the Existing Credit Agreement (who may be an employee the “Guaranty”). (iii) A favorable opinion of the Custodian)Bass, in the form of an exhibit ▇▇▇▇▇ & ▇▇▇▇, PLC, special counsel to the Custodial Agreement;Company and all Guarantors (and/or such other or additional counsel designated by the Company and all Guarantors and reasonably acceptable to each Purchaser) in form and substance reasonably satisfactory to each Purchaser and covering the opinions described in Exhibit E attached hereto. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinion. (jiv) a Security Release CertificationThe Articles/Certificate of Incorporation, in the form of Exhibit 12 Formation or Exhibit 13Limited Partnership, as applicable, hereto executed of the Company and each Guarantor, each certified as of a recent date by any personthe Secretary of State of the state of their respective incorporation or formation, as requested applicable. (v) The Bylaws, Operating/Limited Liability Company Agreement or Limited Partnership Agreement, as applicable, of the Company and each Guarantor, each certified by the Purchaser, if any respective Secretary of the Mortgage Loans Company and each Guarantor (or a certification by an Authorized Officer that such documentation most recently delivered to the Purchasers have at any time not been subject to any security interest, pledge or hypothecation for the benefit of such person;amended). (kvi) a An incumbency certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Mortgage Loans were acquired by Company and Guarantors certifying as to the Seller by merger names, titles and true signatures of the officers of the Company or acquired or originated by the Seller while conducting business under a name Guarantors authorized to sign this Agreement, the Notes, the Guaranty and the other than its present name, if applicable;documents to be delivered hereunder. (lvii) A certificate of the Secretary of the Company and the Guarantors (A) attaching resolutions of the Board of Directors, members, managers or partners, as applicable, of the Company and the Guarantors evidencing approval of the transactions contemplated by this Agreement and the Guaranty and the issuance of the Notes and the Guaranty and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, each Guarantor or any Subsidiary have been commenced or are contemplated. (viii) An Officer's Certificate certifying as to the matters set forth in Paragraph 3C below. (ix) Corporate and tax good standing certificates as to each of the Company and the Guarantors from the jurisdictions in which it is organized or incorporated and each other jurisdiction where a failure to be qualified could reasonably be expected to have a Material Adverse Effect. (x) Such additional documents or certificates 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 legal matters or corporate or other proceedings related to the related Assignment and Conveyance; (m) Assignment and Conveyance Agreement in the form of Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, transactions contemplated hereby as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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 may be reasonably requested by such time as they are received by the Purchaser or its attorneysPurchaser.

Closing Documents. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a1) this Agreement (to be executed and delivered only for the initial Closing Date); (b2) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Interim Servicing Agreement, dated as of the initial Cut-off Date; Date (d) with respect to be executed and delivered only for 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); (e) 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; (f3) 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 the Custodial Agreement, and Schedule (one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (g4) 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 10 C hereto with respect to each of the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and; (h6) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 D hereto and (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i7) 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 AgreementAgreement(s); (j) 8) a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k9) a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l10) Assignment and Conveyance Agreement in the form of Exhibit G hereto, and all exhibits thereto; (11) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 H 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o12) a MERS Report reflecting the Purchaser as 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. On (i) Revolving Credit Notes to the related order of each Lender duly executed by Borrowers. (ii) A Swing Line Note to the order of the Swing Line Lender duly executed by Borrowers. (iii) The GE Capital Fee Letter duly executed by Borrowers. (iv) Resolutions of the board of directors of each Credit Party, certified by the Secretary or Assistant Secretary of such Credit Party, as of the Closing Date, to be duly adopted and in full force and effect on such date, authorizing (A) the Seller shall consummation of each of the transactions contemplated by the Loan Documents and (B) specific officers to execute and deliver to this Agreement and the Purchaser’s attorneys in escrow fully executed originals of:other Loan Documents. (av) this Agreement (to be executed and delivered only for Resolutions of the initial Closing Date); (b) board of directors of each Credit Party, certified by the related Purchase Price and Terms LetterSecretary or Assistant Secretary of such Credit Party, executed in four (4) counterparts; (c) with respect to as of the initial Closing Date, to be duly adopted and in full force and effect on such date, authorizing the Custodial AgreementPetitions and all other transactions contemplated by the Petitions. (vi) The financial statements and Projections referred to in Sections 3.5 ------------ and 3.6 hereof, dated certified by the chief financial officer of Borrowers in such --- capacity. (vii) A certificate of the chief executive officer, chief financial officer or chief operating officer of the Borrowers and Parent and, in the case of any Guarantor (other than Parent) the president or any vice president of such Credit Party, satisfactory in form and substance to Agent, stating that all of the representations and warranties of such Credit Party contained herein or in any of the other Loan Documents are correct on and as of the initial Cut-off Date; (d) with respect to Closing Date as though made on and as of such date, and no event has occurred and is continuing, or would result from the making of the initial Advance or incurrence of Letter of Credit Obligations if made or incurred on the Closing Date, which constitutes or would constitute a Custodial Account Certification in the form attached as Exhibit 4 hereto Default or a Custodial Account Letter Agreement in the form attached as Exhibit 5 hereto;an Event of Default. (eviii) with respect to Certificates of the initial Secretary or an Assistant Secretary of each Credit Party, dated the Closing Date, an Escrow Account Certification in as to the form attached as Exhibit 6 incumbency and signatures of the officers of such Credit Party executing this Agreement, the Notes, each of the other Loan Documents and any other certificate or other document to be delivered pursuant hereto or an Escrow Account Letter Agreement in thereto, together with evidence of the form attached as Exhibit 7 hereto;incumbency of such Secretary or Assistant Secretary. (fix) Governmental certificates, dated the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, one copy to be attached most recent practicable date prior to the Custodian’s counterpart of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificatewith telegram updates where available, showing that the Credit Parties are organized and in good standing in their respective jurisdictions of organization and are qualified as foreign corporations and in good standing in all other jurisdictions in which they are qualified to transact business. (x) A copy of the organizational charter and all amendments thereto of Borrowers and Parent, each certified as of a recent date by the Secretary of State of the jurisdiction of its organization, and a copy of the organizational charter and all amendments thereto of each other Credit Party, each certified as of the date hereof by the Secretary or Assistant Secretary of such Credit Party as true and correct as of the Closing Date. (xi) A copy of the by-laws of each Credit Party each certified by the Secretary or Assistant Secretary of such Credit Party as true and correct as of the Closing Date. (xii) Evidence that the casualty insurance policies required to be maintained pursuant to Section 5.7 and listed on Disclosure Schedule 2.1(b)(xii) ----------- ------------------------------- are in full force and effect, certified by the insurer thereof. (xiii) A copy of a letter executed by Borrower Representative addressed to accountants of Borrowers instructing such accountants to comply with the provisions of Section 4.2. ----------- (xiv) Favorable opinions of counsel to each Credit Party, in the form of Exhibit 10 hereto with respect and substance satisfactory to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request Agent. (xv) Copies of the Purchaser; andreal estate appraisals prepared by ▇▇▇▇ ▇▇▇▇ & Associates shall have been delivered to Agent. (hxvi) with respect to the initial Closing DateSuch additional information and materials as Agent or Lenders may reasonably request, an Opinion including, without limitation, copies of Counsel of the Seller (who may be an employee of the Seller)any debt agreements, generally in the form of Exhibit 11 hereto security agreements and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (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 Loans have at any time been 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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 attorneysmaterial contracts.

Closing Documents. (a) On or before the related Initial Closing Date, the Seller shall deliver submit to the Purchaser’s attorneys in escrow Initial Purchaser fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date)Agreement; (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) with respect to the initial Closing Date, 2. 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 6 hereto; (e) with respect to the initial Closing Date, 3. 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, 4. an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller1 hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; andthereto; (h) with respect to the initial Closing Date, 5. an Opinion of Counsel of the Seller (who may be an employee of to the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (j) a Security Release Certification, in the form of Exhibit 12 or 2 hereto; and 6. the Underwriting Guidelines. (b) 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 Trade Confirmation; 2. the related Final Mortgage Loan Schedule; 3. an Officer’s Certificate, in the form of Exhibit 131 hereto, as applicableincluding all attachments thereto; 4. if requested by the Initial Purchaser, an Opinion of Counsel to the Seller, in the form of Exhibit 2 hereto; 5. a Security Release Certification, substantially in the form of Exhibit 3 hereto executed by any personPerson, as requested by the Initial Purchaser, if any of the Mortgage Loans have has at any time been subject to any security interest, pledge or hypothecation for the benefit of such personPerson; (k) 6. a certificate 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 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 7. a Warranty ▇▇▇▇ of Sale for each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance; (m) Assignment and Conveyance Agreement Purchaser in the form of Exhibit 14 4 hereto, including all exhibits thereto; (n) 8. a Custody Receipt for each Purchaser and Initial Certification of Custodian’s Certification, as required under ; 9. the Custodial Agreement, in the form of Exhibit 2 to the Custodial AgreementUnderwriting Guidelines; and 10. Any documents required to be executed by the Seller pursuant to any of the Purchasers’ warehousing arrangements; provided, however, that (oi) a MERS Report reflecting the Purchaser as Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear have the risk of loss opportunity to review such documents and negotiate the terms thereof in good faith, (ii) any such documents shall not by their terms require the Seller to incur any additional expenses and (iii) any such documents shall not materially expand any obligations or limit any rights of the closing documents until such time as they are received by the Purchaser or its attorneysSeller.

Closing Documents. On or before the related initial Closing Date, the Seller shall deliver submit to the Purchaser’s attorneys in escrow Purchaser fully executed originals ofof the following documents: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterLetter Agreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) with respect to the initial Closing Date, a Custodial Account Certification in the form attached as Exhibit 4 9 hereto or a Custodial Account Letter Agreement in the form attached as Exhibit 5 10 hereto; (e) with respect to the initial Closing Date, an Escrow Account Certification in the form attached as Exhibit 6 11 hereto or an Escrow Account Letter Agreement in the form attached as Exhibit 7 12 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 1 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 15 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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, if required; (j) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable2, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been 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 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 13 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 Exhibit 14 3 hereto, including all exhibits thereto; (n) a Custodian’s Certificationreceipt, as required under the Custodial Agreement, in the form of Exhibit 2 3 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. a. On the related Closing Date, Purchaser shall deliver to Seller an executed closing statement and to the Title Insurer the balance of the Purchase Price, 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 the Purchaser’s attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as Purchaser possession of the initial Cut-off Date; Property; the Sale (d) 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect E attached hereto) subject to the Seller, including all attachments thereto Permitted Exceptions and with respect to subsequent Closing Dates, those Unpermitted Exceptions waived by Purchaser; an Officer’s Certificate upon request inventory of the PurchaserPersonal Property and a Bill of Sale for the same (in th▇ ▇▇rm of Exhibit F attached hereto); and an executed closing statement; an executed assignment and assumption of all service contracts (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto G attached hereto); an executed assignment and with respect to subsequent Closing Dates, an Opinion assumption of Counsel of the Seller upon request of the Purchaser; all leases and security deposits (i) 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; (j) a Security Release Certification, in the form of Exhibit 12 H attached hereto); the tenant leases which shall be available at the Property; all assignable licenses and permits relating to the use, occupancy or Exhibit 13, as applicable, hereto executed by any person, as requested by the Purchaser, if any operation of the Mortgage Loans have at any time been subject to any security interestProperty, pledge or hypothecation for the benefit of such person; together with in assignment thereof (k) a certificate 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 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 Exhibit 14 I attached hereto, including ); updated Rent Roll (as hereinafter defined) with a list attached of all exhibits thereto; tenant concessions and allowances and rental commissions owed (n) a Custodian’s Certification, as required under the Custodial Agreement, certified in the form of Exhibit 2 Q attached hereto); a notice to the Custodial tenants of the transfer of title and the assumption by Purchaser of the landlord's obligations under the leases and the obligation to refund the security deposits which have been assigned or credited to Purchaser (in the form of Exhibit J attached hereto); a non-foreign affidavit (in 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 and, to the extent received by Seller, an acknowledgement of the termination by the manager; subject to the terms of Paragraph 17, reaffirmation of representations and warranties by Seller (in the form of Exhibit M); a Broker's receipt and lien waiver; 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. Seller and Purchaser acknowledge that the parties' obligations to close the transactions contemplated by this Agreement are subject to Seller's delivering an acknowledgement and consent from Seller's insurance carrier(s) of the assignment of the insurance proceeds relating to the Fire Damage; and (o) a MERS Report reflecting provided, however, in the Purchaser as Investorevent Seller is unable to deliver such an acknowledgement and consent on or before the Closing Date, the Custodian as custodian Closing Date shall be extended to the date which is five (5) business days following receipt of such an acknowledgement and consent, but in no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller event later than November 30, 1996, and the failure to deliver such an acknowledgement and consent on the Closing Date shall bear the risk of loss of the closing documents until such time as they are received not be deemed a default by the Purchaser or its attorneysSeller.

Closing Documents. (a) On or before the related Initial Closing Date, the Seller shall deliver submit to the Purchaser’s attorneys in escrow Initial Purchaser fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) with respect to the initial Closing Date, 2. 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; (e) 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) 3. as Escrow Account Letter Agreement in the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be form attached as Exhibit 8 hereto, 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 as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, 4. an Officer’s Certificate, in the form of Exhibit 10 hereto with respect 1 hereto, including all attachments thereto; 5. an Opinion of Counsel to the Seller, in the form of Exhibit 2 hereto; 6. the Seller’s Underwriting Guidelines. (b) 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 Schedule; 3. an initial certification from the Custodian with respect to its receipt of the Mortgage Loan Documents for the related Mortgage Loans; 4. an Officer’s Certificate, in the form of Exhibit 1 hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of thereto; 5. if requested by the Initial Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of to the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser2 hereto; (i) 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; (j) 6. a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, 3 hereto executed by any personPerson, as requested by the Initial Purchaser, if any of the Mortgage Loans have has at any time been subject to any security interest, pledge or hypothecation for the benefit of such personPerson; (k) a certificate 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. On the related Closing Date, the Seller shall deliver to the Purchaser’s 's attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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 's counterpart of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s 's Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s 's Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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, 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 Loans have at any time been 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s 's Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. On A. At the related Closing Datetime 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 one complete set of each of the Purchaser’s attorneys following closing documents and deliveries relating to each parcel comprising the Property): 1. Two (2) business days prior to Closing, a special warranty deed (the “Deed”), conveying the Property to the Buyer, subject only to the Permitted Exceptions, in escrow fully 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 originals of: by Sellers, pursuant to which (ai) 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 (to be executed the “▇▇▇▇ of Sale and delivered only for the initial Closing DateAssignment”); 3. Two (b2) business days prior to Closing, a notice, countersigned with Buyer (the related Purchase Price “Tenant Notice”) in the form of Schedule 7 attached hereto, which Buyer shall send to each tenant under each of the Leases informing such tenant of the sale of the Property and Terms Letterof the assignment to Buyer of Sellers’ interest in, executed in four (4) counterparts; (c) with respect to the initial Closing Dateand obligations under, the Custodial AgreementLeases (including, if applicable any security deposits) and directing that all rent and other sums payable after the Closing under each such Lease shall be paid as set forth in the notice. 4. Two (2) business days prior to Closing, a certificate (“Seller’s Closing Certificate”), dated as of the initial Cut-off Date; (d) with respect to the initial date of 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; (e) 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 and duly executed by Mortgage Loan Package, one copy to be attached hereto, 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 as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s CertificateSellers, in the form of Exhibit 10 hereto with respect Schedule 8 attached hereto, stating that the representations and warranties of Sellers contained in Section 7 of this Agreement are true and correct in all respects as of the date of Closing. 5. Two (2) business days prior to Closing, such evidence as the Title Company may reasonably require as to the Seller, including all attachments thereto and with respect authority of the person or persons executing documents on behalf of Sellers; 6. Two (2) business days prior to subsequent Closing DatesClosing, an Officer’s Certificate upon request 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 Purchaser; and (h) Leases together with respect 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 initial Closing Date, an Opinion of Counsel extent not previously delivered; together with a copy of the Seller Rent Roll for the Property dated not more than two (who may be an employee 2) Business Days prior to Closing showing all categories of the Seller), generally information shown in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (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 Loans have at any time been 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 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 rent roll attached hereto as Exhibit 8 and with respect to each subsequent Closing DateSchedule 9, the Underwriting Guidelines certified by Sellers to be attached true, correct and complete in all material respects; 8 Possession and occupancy of the Property, subject to the related Assignment and ConveyancePermitted Exceptions; (m) Assignment and Conveyance Agreement in the form of Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a1) this Agreement (to be executed and delivered only for the initial Closing Date); (b2) the related Purchase Price and Terms Letter, executed in four (4) counterparts[Reserved]; (c3) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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; (f4) the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, Schedule (one copy to be attached to the Custodian’s 's counterpart of the Custodial AgreementAgreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (g5) a Custodian's Certification, as required under the Custodial Agreement; (6) with respect to the initial Closing Date, an Officer’s 's Certificate, in the form of Exhibit 10 C hereto with respect to each of the Seller, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s 's Certificate upon request of the Purchaser; and; (h7) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 D hereto and ("Opinion of Counsel of the Seller"); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 8) 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 AgreementAgreement(s); (j9) a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k10) a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l11) Assignment and Conveyance Agreement in the form of Exhibit G hereto, and all exhibits thereto; (12) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 H 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o13) a MERS Report reflecting the Purchaser as 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. (a) On or before the related Initial Closing Date, the Seller shall deliver submit to the Purchaser’s attorneys in escrow Initial Purchaser fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) with respect to the initial Closing Date, a Custodial Account Certification in the form attached as Exhibit 4 hereto or 2. a Custodial Account Letter Agreement in the form attached as Exhibit 5 6 hereto; (e) with respect to the initial Closing Date, an Escrow Account Certification in the form attached 3. as Exhibit 6 hereto or an Escrow Account Letter Agreement in the form attached as Exhibit 7 hereto; 4. an Officer’s Certificate, in the form of Exhibit 1 hereto, including all attachments thereto; 5. an Opinion of Counsel to the Seller, in the form of Exhibit 2 hereto; and 6. the Seller’s underwriting guidelines for each of the Seller’s origination programs. (fb) 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 Commitment Letter; 2. the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, hereto and 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 as the Mortgage Loan Schedule thereto; (g) with respect 3. a Custodian’s trust receipt and initial certification, as required under the Custodial Agreement, in a form acceptable to the initial Closing Date, Initial Purchaser; 4. an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller1 hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of thereto; 5. if requested by the Initial Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of to the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser2 hereto; (i) 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; (j) 6. a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, 3 hereto executed by any personPerson, as requested by the Initial Purchaser, if any of the Mortgage Loans have has at any time been subject to any security interest, pledge or hypothecation for the benefit of such personPerson; (k) 7. a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable;; and (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) 8. an Assignment and Conveyance Agreement in the form of Exhibit 14 4 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. On A. At the related Closing Datetime of Closing, the Seller Contributor shall deliver to Buyer the Purchaser’s attorneys in escrow fully executed originals offollowing: (a1) 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 business; (iii) ad valorem real estate taxes for the current year and 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 (to be executed and delivered only for collectively, the initial Closing Date"Permitted Exceptions"); (b2) A Bill of Sale; (3) A current rent roll ("Ren▇ ▇▇ll") certified, as of the related Purchase Price date of Closing, which shall include a correct list of all tenants, all rental obligations of each tenant with respect to the Property and Terms Letter, executed in four all security deposits (with interest) along with a copy of all leases shown on the Rent Roll; (4) counterparts; An executed assignment of leases, security deposits and contracts (cthe "Assignment") in the form attached hereto as EXHIBIT D. In lieu of an assignment of the 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 initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off DateProperty; (d5) with respect 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 initial Closing Date, a Custodial Account Certification Foreign Investment in the form attached as Exhibit 4 hereto or a Custodial Account Letter Agreement in the form attached as Exhibit 5 heretoReal Property Tax Act of 1980; (e6) with respect to Copies of the initial Closing Date, an Escrow Account Certification personnel files of all employees employed at the Property and remaining in the form attached as Exhibit 6 hereto or an Escrow Account Letter Agreement in employment of the form attached as Exhibit 7 heretoBuyer after the Closing; (f7) 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 An executed counterpart of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (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 Loans have at any time been 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Registration Rights Agreement; and (o8) 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 other 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, 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 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 MERS Report reflecting form reasonably acceptable to Contributor; (7) Such other instruments as are customarily executed by Buyer in the Purchaser as Investorcounty and state where the Property is located to effectuate the acquisition of property similar to the Property, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss issuance of the closing documents until such time Units and the payment of the Net Contribution Value, or as they are received by the Purchaser may be required under any applicable federal or its attorneysstate securities laws.

Closing Documents. On The Closing Documents for the related Initial Closing Date, shall consist of the Seller shall deliver to the Purchaser’s attorneys in escrow fully executed originals offollowing: (a) an executed copy of this Agreement Agreement,including all exhibits, in two (to be executed and delivered only 2) counterparts; (b) a Custodial Account Certification or Custodial Account Letter Agreement, as required under the Agreement; (c) an Escrow Account Certification or Escrow Account Letter Agreement, as required under the Agreement; (d) an REO Account Certification or REO Account Letter Agreement, as required under the Agreement; and (e) an Officer's Certificate in the form of Exhibit I hereto, including all attachments, thereto; The Closing Documents for the initial Initial Closing as well as all other Closings: (a) Assignment and Conveyance Agreement by and between Seller and Purchaser dated as of the related Closing Date); (b) the Initial Certification of the Custodian regarding the Mortgage Loans in the related Purchase Price and Terms Letter, executed in four (4) counterpartsMortgage Loan Package; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (j) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as if applicable, hereto executed by any personother Person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any a security interest, pledge or hypothecation for the benefit of such person; (kd) a certificate or other evidence of merger or change of name, signed or stamped an Assignment and Assumption by the applicable regulatory authority, if any Purchaser to Seller of the Mortgage Loans were acquired Purchaser's rights as Servicer under the Custodial Agreement by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present nameand between Purchaser and Custodian dated as of September 1, if applicable; (l) 1999, with respect to the initial Closing DateMortgage Loans in the related Mortgage Loan Package; (e) The Mortgage Loan Schedule, the Underwriting Guidelines one copy 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (of) a MERS Report reflecting the Purchaser as Investor, the Custodian as custodian related Purchase Price 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 attorneysTerms Letter.

Closing Documents. On the related Closing DateDate (or, with respect to Section 9(p) below, within the time period specified therein), the Purchaser, the Seller and the Servicer, as applicable, shall deliver deliver, or the Purchaser shall cause the Custodian to deliver, to the Purchaser’s 's attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (ed) 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; (fe) 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 '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; (gf) with respect to the initial Closing Date, an Officer’s 's Certificate, in the form of Exhibit 10 10-1 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s 's Certificate upon reasonable request of the Purchaser; and; (g) with respect to the initial Closing Date, an Officer's Certificate, in the form of Exhibit 10-2 hereto with respect to the Servicer, including all attachments thereto and with respect to subsequent Closing Dates, an Officer's Certificate upon reasonable request of the Purchaser; (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller and the Servicer (who may be an employee of the SellerSeller or the Servicer), generally in a form reasonably acceptable to the form of Exhibit 11 hereto Purchaser and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon reasonable request of the Purchaser; (i) 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; (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 with respect to any Mortgage Loan which, as of the Mortgage Loans have at any time been 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 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 ConveyanceConveyance Agreement; (m) Assignment and Conveyance Agreement in the form of Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s 's Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to required by the Custodial Agreement; and (o) no later than 2 Business Days after the related Closing Date, a MERS Report reflecting listing the Purchaser as 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 the their respective closing documents until such time as they are received by the Purchaser or its attorneys.

Closing Documents. On the related Closing Date, the Seller shall deliver to the Purchaser’s attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only The Closing Documents for the initial Closing Date)shall consist of fully executed originals of the following documents: (i) this Agreement; (bii) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (ciii) with respect to the initial Closing Date, the Custodial Agreement, dated as each of the initial Cut-off Datedocuments required to be delivered by the Seller pursuant to Section 2(c) hereof; (d) 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; (e) 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; (fiv) the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, with one copy to be attached to the Custodian’s each counterpart of the Custodial this Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (gv) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the SellerD hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; andthereto; (hvi) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the PurchaserE hereto; (vii) (i) 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; (j) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13F hereto (for a Seller which is a member of the Federal Home Loan Bank System), as executed by the applicable regional Federal Home Loan Bank and, (ii) if applicable, in the form of Exhibit G hereto executed by any other person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personperson and (iii) if applicable a certificate of the Seller and an opinion of counsel of the Seller stating that the Mortgage Loans are not subject to any security interest, claim, pledge, hypothecation or lien; (kviii) a certificate copy of the Custodial Agreement between Purchaser as Owner and Servicer and U.S. Bank Trust National Association (the “Custodian”) dated as of September 1, 1999 (the “Custodial Agreement”); (ix) an Assignment and Assumption of Purchaser’s rights as Initial Servicer under the Custodial Agreement to the Seller, as such rights relate to the Mortgage Loans being sold by Seller to Purchaser on such Closing Date (the “Custodial Assignment and Assumption”) in the form of Exhibit K hereto; (x) a copy of the Interim Servicing Agreement between Seller and Servicer; (xi) the initial certification of the related Mortgage Loans by the Custodian; (xii) an Escrow Agreement between Seller and Purchaser and a mutually acceptable third party who would act as escrow agent for this purchase transaction; (xiii) a Certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the related 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. (b) The Closing Documents for each subsequent Closing shall consist of fully executed originals of the following documents: (i) each of the documents required to be delivered by the Seller pursuant to Section 2(c) hereof; (lii) the related Mortgage Loan Schedule, 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 one copy to be attached to the related Assignment and Conveyanceeach counterpart of this Agreement; (miii) Assignment and Conveyance Agreement in the form initial certification of Exhibit 14 hereto, including all exhibits theretothe related Mortgage Loans by the Custodian; (niv) (i) a Custodian’s Security Release Certification, as required under the Custodial Agreement, in the form of Exhibit 2 F hereto (for a Seller which is a member of the Federal Home Loan Bank System), executed by the applicable regional Federal Home Loan Bank and, (ii) if applicable, in the form of Exhibit G hereto executed by any other person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person and (iii) if applicable a certificate of the Seller and an opinion of counsel of the Seller stating that the Mortgage Loans are not subject to any security interest, claim, pledge, hypothecation or lien; (v) an Assignment and Assumption of Purchaser’s rights as Initial Servicer under the Custodial Agreement to the Seller, as such rights relate to the Mortgage Loans being sold by Seller to Purchaser on such Closing Date (the “Custodial Agreement; andAssignment and Assumption”) in the form of Exhibit K hereto; (ovi) an Assignment and Conveyance, in the form of Exhibit L hereto. (vii) a MERS Report reflecting Certificate or other evidence of merger or change of name, signed or stamped by the Purchaser as Investorapplicable regulatory authority, if any of the Custodian as custodian and no Person as Interim Funder for each MERS Designated related Mortgage LoanLoans 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. The Seller shall bear the risk of loss of the closing documents Closing Documents until such time as they are received by the Purchaser or its attorneys.

Closing Documents. On Such Purchaser shall have received the related Closing Datefollowing, each dated the Seller shall deliver to the Purchaser’s attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as date of the initial Cut-off Date; (d) with respect to the initial applicable 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser;Day: (i) with respect The Note(s) to be purchased by such Purchaser. (ii) A fully executed and delivered guaranty agreement or a reaffirmation of a previously executed guaranty agreement, each in a form acceptable to the initial Closing DatePurchasers, an Opinion of Counsel executed by each Subsidiary of the Custodian Company (who may be an employee if any) that is a “Guarantor” under the Existing Credit Agreement or the 2020 Bond Indenture (the “Guaranty”). (iii) A favorable opinion of the Custodian)Bass, in the form of an exhibit ▇▇▇▇▇ & ▇▇▇▇, PLC, special counsel to the Custodial Agreement;Company and all Guarantors, if any, (and/or such other or additional counsel designated by the Company and all Guarantors and reasonably acceptable to each Purchaser) in form and substance reasonably satisfactory to each Purchaser and covering the opinions described in Exhibit E attached hereto. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinion. (jiv) a Security Release CertificationThe Articles/Certificate of Incorporation, in the form of Exhibit 12 Formation or Exhibit 13Limited Partnership, as applicable, hereto executed of the Company and each Guarantor, if any, each certified as of a recent date by any personthe Secretary of State of the state of their respective incorporation or formation, as requested applicable. (v) The Bylaws, Operating/Limited Liability Company Agreement or Limited Partnership Agreement, as applicable, of the Company and each Guarantor, if any, each certified by the Purchaserrespective Secretary of the Company and each Guarantor (or a certification by an Authorized Officer that such documentation most recently delivered to the Purchasers have not been amended). (vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and Guarantors, if any any, certifying as to the names, titles and true signatures of the Mortgage Loans have at any time been subject officers of the Company or the Guarantors authorized to any security interestsign this Agreement, pledge or hypothecation for the benefit of such person;Notes, the Guaranty and the other documents to be delivered hereunder. (kvii) a A certificate or other evidence of merger or change the Secretary of name, signed or stamped by the applicable regulatory authorityCompany and the Guarantors, if any any, (A) attaching resolutions of the Mortgage Loans were acquired Board of Directors, members, managers or partners, as applicable, of the Company and the Guarantors, if any, evidencing approval of the transactions contemplated by this Agreement and the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present nameGuaranty, if applicable;, and the issuance of the Notes and the Guaranty, if applicable, and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, each Guarantor, if any, or any Subsidiary have been commenced or are contemplated. (lviii) An Officer's Certificate certifying as to the matters set forth in Paragraph 3C below. (ix) Corporate and tax good standing certificates as to each of the Company and the Guarantors, if any, from the jurisdictions in which it is organized or incorporated and each other jurisdiction where a failure to be qualified could reasonably be expected to have a Material Adverse Effect. (x) Such additional documents or certificates 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 legal matters or corporate or other proceedings related to the related Assignment and Conveyance; (m) Assignment and Conveyance Agreement in the form of Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, transactions contemplated hereby as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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 may be reasonably requested by such time as they are received by the Purchaser or its attorneysPurchaser.

Closing Documents. On Such Purchaser shall have received the related following, each dated the Closing Date, the Seller shall deliver Date and in form and substance reasonably satisfactory to the such Purchaser’s attorneys in escrow fully executed originals of: (a) this Agreement (The Note(s) to be purchased by such Purchaser, duly executed and delivered only for by an Responsible Officer of the initial Closing Date);Company. (b) A good standing certificate for the related Purchase Price Company from the Secretary of State of Delaware, and Terms Letterfrom each Guarantor from the Secretary of State of the state of its organization, executed in four (4) counterparts;each case dated of a recent date and such other evidence of the status of the Company as the Purchaser may reasonably request. (c) Duly executed counterparts to a Guaranty Agreement in the form of Exhibit E from each Restricted Subsidiary of the Company that is either (x) a guarantor of the obligations of the Company or any Restricted Subsidiary under a Principal Debt Facility, (y) a borrower or other obligor under a Principal Debt Facility or (z) a guarantor of other Notes. (d) Such documents and certifications as the Purchasers may reasonably require at least 3 Business Days prior to the Closing Date to evidence that the Company and each Guarantor is duly organized or formed. (e) To the extent requested by the Purchasers at least 3 Business Days prior to the Closing Date, certified copies of Requests for Information or Copies (Form UCC 11) or equivalent reports listing all effective financing statements which name the Company or any Guarantor (under their present names and previous names) as debtor and which are filed in the central filing office of the jurisdiction in which the Company or such Guarantor, as applicable, is organized, together with copies of such financing statements. (f) With respect to the initial Closing Date, the Custodial Agreement, dated as duly executed counterparts to an amendment to Section 8.8 of the initial Cut-off Date; Existing Credit Facility as in effect on the date hereof (d) with respect or any equivalent provision in any replacement Principal Debt Facility), permitting the provisions of Section 10.2 hereof, in form and substance reasonably acceptable 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto;Purchasers. (g) with respect to All such counterpart originals or certified or other copies of such documents as such Purchaser or such Purchaser’s special counsel may reasonably request at least 3 Business Days in advance of the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (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 Loans have at any time been 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. On (a) The Closing Documents for the related Mortgage Loans to be purchased on the initial Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a1) this Agreement (to be executed and delivered only for the initial Closing Date)Agreement; (b2) the related Purchase Price Interim Servicing Agreement, any account certifications and Terms Letter, executed in four (4) counterpartsall other documents required thereunder; (c3) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s 's Certificate, in the form of Exhibit 10 C hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; andthereto; (h4) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 D hereto and with respect to subsequent Closing Dates, an ("Opinion of Counsel of the Seller upon request of the PurchaserSeller"); (i) 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; (j5) a Security Release Certification, substantially in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k6) the Underwriting Guidelines to be attached hereto as Exhibit J; and (7) a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable. (b) The Closing Documents to be delivered on each Closing Date shall consist of fully executed originals of the following documents: (1) an Assignment and Conveyance in the form of Exhibit N hereto, including all exhibits; (l2) a Purchase Price and Terms Agreement; (3) the related Mortgage Loan Schedule, 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 one copy to be attached to the related Assignment and Conveyance; (m4) Assignment and Conveyance Agreement each of the documents required to be delivered by the Seller pursuant to Subsection 6.03 hereof; (5) the initial certification of the Custodian with respect to the related Mortgage Loan Package; (6) a Security Release Certification, substantially in the form of Exhibit 14 heretoE or F, including all exhibits theretoas applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (n7) a Custodian’s Certificationcertificate or other evidence of merger or change of name, as required signed or stamped by the applicable regulatory authority, if any of the 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 (8) if requested by the Custodial AgreementPurchaser in connection with a material change in Seller's financial condition or corporate structure, an updated Officer's Certificate, in the form of Exhibit 2 to C hereto, including all attachments thereto and an updated Opinion of Counsel of the Custodial Agreement; and (o) a MERS Report reflecting Seller, in the Purchaser as Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loanform of Exhibit D hereto. 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. (a) On or before the related Initial Closing Date, the Seller shall deliver submit to the Purchaser’s attorneys in escrow Purchaser fully executed originals ofof the following documents: (a1) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c2) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) with respect to the initial Closing Datein six counterparts, 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; (e) with respect to the initial Closing Date, an Escrow Account Certification in the form attached as Exhibit 6 hereto or an Escrow hereto; (3) a Custodial Account Letter Agreement in the form attached as Exhibit 7 hereto; (f4) as Escrow Account Letter Agreement in the form attached as Exhibit 8 hereto; (5) an Officer’s Certificate, in the form of Exhibit 1 hereto, including all attachments thereto; (6) an Opinion of Counsel to the Seller, in the form of Exhibit 2 hereto; and (7) the Seller’s underwriting guidelines. (b) 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 Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, hereto and 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 as the Mortgage Loan Schedule thereto; (g3) with respect a Custodian’s Trust Receipt and Initial Certification, as required under the Custodial Agreement, in a form acceptable to the initial Closing Date, Purchaser; (4) an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller1 hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of thereto; (5) if requested by the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of to the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates2 hereto; (6) if requested by the Purchaser, an Opinion of Counsel of to the Seller upon request of Custodian, in a form acceptable to the Purchaser; (i) 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; (j7) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, 3 hereto executed by any personPerson, as requested by the Purchaser, if any of the Mortgage Loans have has at any time been subject to any security interest, pledge or hypothecation for the benefit of such personPerson; (k) 8) a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable;; and (l9) 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) an Assignment and Conveyance Agreement in the form of Exhibit 14 4 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. On Such Purchaser shall have received the related Closing Datefollowing, each dated the Seller shall deliver to the Purchaser’s attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as date of the initial Cut-off Date; (d) with respect to the initial applicable 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser;Day: (i) with respect The Note(s) to be purchased by such Purchaser. (ii) A fully executed and delivered guaranty agreement or a reaffirmation of a previously executed guaranty agreement, each in a form acceptable to the initial Closing DatePurchasers, an Opinion of Counsel executed by each Subsidiary of the Custodian Company (who may be an employee if any) that is a “Guarantor” under the Existing Credit Agreement or the 2020 Bond Indenture (the “Guaranty”). (iii) A favorable opinion of the Custodian)Bass, in the form of an exhibit ▇▇▇▇▇ & ▇▇▇▇, PLC, special counsel to the Custodial Agreement;Company and all Guarantors, if any, (and/or such other or additional counsel designated by the Company and all Guarantors and reasonably acceptable to each Purchaser) in form and substance reasonably satisfactory to each Purchaser and covering the opinions described in Exhibit E attached hereto. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser will and hereby is authorized to rely on such opinion. (jiv) a Security Release CertificationThe Articles/Certificate of Incorporation, in the form of Exhibit 12 Formation or Exhibit 13Limited Partnership, as applicable, hereto executed of the Company and each Guarantor, if any, each certified as of a recent date by any personthe Secretary of State of the state of their respective incorporation or formation, as requested applicable. (v) The Bylaws, Operating/Limited Liability Company Agreement or Limited Partnership Agreement, as applicable, of the Company and each Guarantor, if any, each certified by the Purchaserrespective Secretary of the Company and each Guarantor (or a certification by an Authorized Officer that such documentation most recently delivered to the Purchasers have not been amended). (vi) An incumbency certificate signed by the Secretary or an Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of each of the Company and Guarantors, if any any, certifying as to the names, titles and true signatures of the Mortgage Loans have at any time been subject officers of the Company or the Guarantors authorized to any security interestsign this Agreement, pledge or hypothecation for the benefit of such person;Notes, the Guaranty and the other documents to be delivered hereunder. (kvii) a A certificate or other evidence of merger or change the Secretary of name, signed or stamped by the applicable regulatory authorityCompany and the Guarantors, if any any, (A) attaching resolutions of the Mortgage Loans were acquired Board of Directors, members, managers or partners, as applicable, of the Company and the Guarantors, if any, evidencing approval of the transactions contemplated by this Agreement and the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present nameGuaranty, if applicable;, and the issuance of the Notes and the Guaranty, if applicable, and the execution, delivery and performance thereof, and authorizing certain officers to execute and deliver the same, and certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Company, each Guarantor, if any, or any Subsidiary have been commenced or are contemplated. (lviii) An Officer’s Certificate certifying as to the matters set forth in Paragraph 3C below. (ix) Corporate and tax good standing certificates as to each of the Company and the Guarantors, if any, from the jurisdictions in which it is organized or incorporated and each other jurisdiction where a failure to be qualified could reasonably be expected to have a Material Adverse Effect. (x) Such additional documents or certificates 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 legal matters or corporate or other proceedings related to the related Assignment and Conveyance; (m) Assignment and Conveyance Agreement in the form of Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, transactions contemplated hereby as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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 may be reasonably requested by such time as they are received by the Purchaser or its attorneysPurchaser.

Closing Documents. (a) On or before the related Initial Closing Date, the Seller shall deliver submit to the Purchaser’s attorneys in escrow Initial Purchaser fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) with respect to the initial Closing Date, a Custodial Account Certification in the form attached as Exhibit 4 hereto or 2. a Custodial Account Letter Agreement in the form attached as Exhibit 5 6 hereto; (e) with respect to the initial Closing Date, an Escrow Account Certification in the form attached 3. 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, 4. an Officer’s Certificate, in the form of Exhibit 10 hereto with respect 1 hereto, including all attachments thereto; 5. an Opinion of Counsel to the Seller, in the form of Exhibit 2 hereto; and 6. the Seller’s Underwriting Guidelines for each of the Seller’s origination programs. (b) 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 Commitment Letter; 2. the related Mortgage Loan Schedule, in electronic form only, to be attached to the related Assignment and Conveyance; 3. a Custodian’s trust receipt and initial certification, as required under the Custodial Agreement, in a form acceptable to the Initial Purchaser; 4. an Officer’s Certificate, in the form of Exhibit 1 hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of thereto; 5. if requested by the Initial Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of to the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser2 hereto; (i) 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; (j) 6. a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, 3 hereto executed by any personPerson, as requested by the Initial Purchaser, if any of the Mortgage Loans have has at any time been subject to any security interest, pledge or hypothecation for the benefit of such personPerson; (k) 7. a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable;; and (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) 8. an Assignment and Conveyance Agreement in the form of Exhibit 14 4 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting 9. any modifications, amendments or supplements to the Purchaser as Investor, Underwriting Guidelines following 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 attorneysInitial Closing Date.

Closing Documents. On (a) The closing documents to be delivered on the related initial Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals of:of the following documents, as well as the documents referred to in Section 12.04(b): (ai) this Agreement; (ii) a Custodial Account Letter Agreement or a Custodial Account Certification, as applicable, in the form of Exhibit D-1 or Exhibit D-2 hereto, as applicable; (iii) an Escrow Account Letter Agreement or an Escrow Account Certification, as applicable, in the form of Exhibit E-1 or Exhibit E-2 hereto, as applicable; (iv) an Officer's Certificate, in the form of Exhibit H hereto, including all attachments thereto; and (v) an Opinion of Counsel of the Seller, in the form of Exhibit I hereto. (b) The closing documents for the Mortgage Loans to be purchased on each Closing Date under this Agreement (to be executed and delivered only for including the initial Closing Date);) shall consist of fully executed originals of the following documents: (bc) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) with respect to the initial Closing Daterelated Acknowledgment and Conveyance Agreement, 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 heretoincluding all annexes thereto; (e) with respect each of the documents required to be delivered by 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 heretoSeller pursuant to Section 2.03 hereof; (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 an assignment and assumption of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (jg) an initial certification of the Custodian; (A) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13J-1 hereto (if Seller is a member of the Federal Home Loan Bank System), as executed by the applicable regional Federal Home Loan Bank and, (B) if applicable, hereto a Security Release Certification, in the form of Exhibit J-2 hereto, executed by any other person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personperson and (C) if applicable, a certificate of the Seller and an opinion of counsel of the Seller stating that the Mortgage Loans are not subject to any security interest, claim, pledge, hypothecation or lien; (ki) a certificate Certificate 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. a. On the related Closing Date, Purchaser shall deliver to Seller an executed closing statement, the balance of the 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 the Purchaser’s attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as Purchaser possession of the initial Cut-off Date; Property; the Deed (d) 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect E attached hereto) subject to the Seller, including all attachments thereto Permitted Exceptions and with respect to subsequent Closing Dates, those Unpermitted Exceptions waived by Purchaser; an Officer’s Certificate upon request inventory of the Purchaser; and Personal Property and a Bill of Sale for the same (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto F attached ▇▇▇▇to); an executed closing statement; an executed assignment and with respect to subsequent Closing Dates, an Opinion assumption of Counsel of the Seller upon request of the Purchaser; all Service Contracts (i) 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; (j) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, hereto G attached hereto); an executed by any person, as requested by the Purchaser, if any assignment and assumption of the Mortgage Loans have at any time been subject to any all leases and security interest, pledge or hypothecation for the benefit of such person; deposits (k) a certificate 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 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 Exhibit 14 H attached hereto, including all exhibits thereto; (n) ); updated and certified Rent Roll; a Custodian’s Certification, as required notice to the tenants of the transfer of title and title assumption by Purchaser of the landlord's obligations under the Custodial Agreement, leases and the obligation to refund the security deposits (in the form of Exhibit 2 I attached hereto); a non-foreign affidavit (in the form of Exhibit J attached hereto); an executed Assignment of Intangibles (in the form of Exhibit M attached hereto); 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. Notwithstanding anything contained herein to the Custodial contrary, Purchaser's obligation to close and purchase the Property is not subject to nor conditioned upon Seller obtaining a Tenant Certificate (as hereinafter defined) for any tenants. Any issues which are raised in Tenant Certificates shall not constitute a Seller's default hereunder or give Purchaser the right to terminate this Agreement; and . Seller hereby agrees to use commercially reasonable and good faith efforts to obtain a certificate addressed to Purchaser from each tenant of the Property (o) a MERS Report reflecting the Purchaser as Investorcollectively, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear "Tenant Certificates") in the risk form of loss of the closing documents until such time as they are received by the Purchaser or its attorneysExhibit O attached hereto.

Closing Documents. On (a) The closing documents to be delivered on the related initial Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals of:of the following documents, as well as the documents referred to in Section 12.04(b): (ai) this Agreement; (ii) a Custodial Account Letter Agreement or a Custodial Account Certification, as applicable, in the form of Exhibit D-1 or Exhibit D-2 hereto, as applicable; (iii) an Escrow Account Letter Agreement or an Escrow Account Certification, as applicable, in the form of Exhibit E-1 or Exhibit E-2 hereto, as applicable; (iv) an Officer's Certificate, in the form of Exhibit H hereto, including all attachments thereto; and (v) an Opinion of Counsel of the Seller, in the form of Exhibit I hereto. (b) The closing documents for the Mortgage Loans to be purchased on each Closing Date under this Agreement (to be executed and delivered only for including the initial Closing Date);) shall consist of fully executed originals of the following documents: (bi) the related Purchase Price and Terms Letter, executed in four (4) counterpartsAgreement; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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; (fii) 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 the Custodial Acknowledgment and Conveyance Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule including all annexes thereto; (giii) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request each of the Purchaser; and (h) with respect documents required to the initial Closing Date, an Opinion of Counsel of be delivered by the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect pursuant to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the PurchaserSection 2.03 hereof; (iiv) with respect to the an initial Closing Date, an Opinion of Counsel of the Custodian (who may be an employee certification of the Custodian), in the form of an exhibit to the Custodial Agreement; (jA) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13J-1 hereto (if Seller is a member of the Federal Home Loan Bank System), as executed by the applicable regional Federal Home Loan Bank and, (B) if applicable, hereto a Security Release Certification, in the form of Exhibit J-2 hereto, executed by any other person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personperson and (C) if applicable, a certificate of the Seller and an opinion of counsel of the Seller stating that the Mortgage Loans are not subject to any security interest, claim, pledge, hypothecation or lien; (kvi) a certificate Certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (lvii) with respect to upon reasonable request by the initial Closing DatePurchaser, 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreementan Officer's Certificate, in the form of Exhibit 2 H hereto, including all attachments thereto; (viii) upon reasonable request by the Purchaser, an Opinion of Counsel to the Custodial AgreementSeller, in the form of Exhibit I hereto; and (oix) a MERS Report reflecting the Purchaser as 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 upon request by the Purchaser or its attorneysan Escrow Agreement between the Seller, the Purchaser and a mutually acceptable third party acting as escrow agent.

Closing Documents. On Immediately following the related Closing DateClosing, the Seller Sellers shall deliver to the Purchaser’s attorneys in escrow fully executed originals ofBuyer: (a) with respect to each Loan, (i) a ▇▇▇▇ of Sale in the form attached hereto as Exhibit A-1 selling, assigning, transferring and setting over to the Buyer all rights, title and interests of the Seller in, to and under the Loan, all on the terms and conditions set forth in this Agreement Agreement, and (to be executed ii) an Assignment of Loan and delivered only for Liens in the initial Closing Date)form attached hereto as Exhibit D; (b) with respect to each parcel of Direct OREO, (i) a ▇▇▇▇ of Sale and General Assignment in the related Purchase Price form attached hereto as Exhibit A-2, and Terms Letter, executed (ii) an original Deed from the Seller in four blank (4) counterpartsor to such person as is directed by the Buyer in writing prior to the Closing); (c) with respect to the initial Closing DateLoans subject to the Sale Orders, an Assignment in the Custodial Agreement, dated form attached hereto as of the initial Cut-off DateExhibit J; (d) with respect to each OREO Company, certificates representing the initial shares of any OREO Company that is a corporation, duly endorsed and accompanied by duly executed stock powers in the form attached hereto as Exhibit G, or duly executed assignments, in the form attached hereto as Exhibit H, of the membership interests of any OREO Company that is a limited liability company; (e) written resignations from all managers, directors and officers of each OREO Company, as applicable, effective as of the Closing Date; (f) the original Notes, a Custodial Account Certification endorsed to the Buyer by allonge in the form attached hereto as Exhibit B, or affidavits of lost Notes in the form attached as Exhibit 4 hereto or a Custodial Account Letter Agreement in the form attached as Exhibit 5 hereto; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule theretoE; (g) with respect to the initial Closing Date, an Officer’s Certificate, assignment of each Mortgage in the form of attached hereto as Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request C; (h) copies of the PurchaserAssumed Contracts; and (hi) such other documents as may be necessary for the sale of such Assets as required by the relevant jurisdiction to transfer title in accordance with respect standard practice (collectively, to the initial extent delivered to the Buyer, the “Closing DateDocuments”). Any qualifying language on the endorsements and assignments shall not affect, an Opinion of Counsel limit or enlarge the obligations of the Seller (who may be an employee Sellers and the rights, remedies and recourse of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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 Buyer under this 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, if any of the Mortgage Loans have at any time been 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. On the related Closing Date, the Seller shall deliver to the Purchaser’s attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (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 Loans have at any time been 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. (a) On or before the related Initial Closing Date, the Seller shall deliver submit to the Purchaser’s attorneys in escrow Initial Purchaser fully executed originals of(or, with respect to clause (6) below, a link to Seller’s website that contains such information) of the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) with respect to the initial Closing Date, a Custodial Account Certification in the form attached as Exhibit 4 hereto or 2. a Custodial Account Letter Agreement in the form attached as Exhibit 5 6 hereto; (e) with respect to the initial Closing Date, an Escrow Account Certification in the form attached 3. 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, 4. an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller1 hereto, including all attachments thereto thereto; 5. Reserved; and 6. the Seller’s Underwriting Guidelines for each of the Seller’s origination programs. (b) 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 Commitment Letter; 2. the related Mortgage Loan Schedule to be attached to the related Assignment and with respect Conveyance; 3. a Custodian’s trust receipt and initial certification, as required under the Custodial Agreement, in a form acceptable to subsequent Closing Dates, the Initial Purchaser; 4. an Officer’s Certificate upon request of the Purchaser; and (h) with respect to the initial Closing DateCertificate, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates1 hereto, an Opinion of Counsel of the Seller upon request of the Purchaserincluding all attachments thereto; (i) 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 Agreement5. Reserved; (j) 6. a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, 3 hereto executed by any personPerson, as requested by the Initial Purchaser, if any of the Mortgage Loans have has at any time been subject to any security interest, pledge or hypothecation for the benefit of such personPerson; (k) 7. a certificate 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 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) 8. an Assignment and Conveyance Agreement in the form of Exhibit 14 4 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and 9. any modifications, amendments or supplements to the Underwriting Guidelines following the Initial Closing Date. (oc) a MERS Report reflecting In addition, 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 as Investor, the Custodian as custodian of such change 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 provide the Purchaser a copy in both electronic and hard copy of such modification, amendment or its attorneyssupplement no later than five (5) Business Days following the effective date of such modification, amendment or supplement.

Closing Documents. a. On the related Closing Date, Purchaser shall deliver to Seller an executed closing statement, the balance of the 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 the Purchaser’s attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as Purchaser possession of the initial Cut-off Date; Property; the Deed (d) 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect E attached hereto) subject to the Seller, including all attachments thereto Permitted Exceptions and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the those Unpermitted Exceptions waived by Purchaser; and an assignment to Purchaser's designee executed by A.G. Spanos and Faye Spanos of D▇▇▇▇▇▇▇▇'▇ right▇ ▇▇▇▇▇ ▇▇▇ condominium documents (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion M attached hereto); a quitclaim assignment executed by Seller of Counsel of Declarant's rights under the Seller upon request of the Purchaser; condominium documents (i) 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; (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 M-1 attached hereto); an inventory of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation Personal Property and a Bill of Sale for the benefit same (in th▇ ▇▇rm of such person; Exhibit F attached hereto); an executed closing statement; an executed assignment and assumption of all service contracts (k) a certificate 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 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 Exhibit 14 G attached hereto, including ); an executed assignment and assumption of all exhibits thereto; leases and security deposits (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 H attached hereto); the leases (to be delivered at the Property); updated rent roll (certified by Seller to be true and correct to the Custodial Agreementbest of Seller's knowledge); and (o) a MERS Report reflecting notice to the Purchaser as 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 tenants of the closing documents until such time as they are received transfer of title and the assumption by Purchaser of the landlord's obligations under the leases and the 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 executed assignment of intangibles which assignment shall include all assignable warranties and guarantees and Seller's right, title and interest, if any, in the use of the name Springs Pointe Apartments and Seller's assignable rights to the telephone number of the Property (in the form of Exhibit N attached hereto); an executed assignment of guarantees, warranties, permits, licenses and approvals (in the form of Exhibit N-1 attached hereto); the written appointment (in the form of Exhibit O attached hereto) by A.G. Spanos and Faye Spanos of a▇▇ ▇▇▇ ▇▇▇▇ers t▇ ▇▇▇ ▇▇▇▇▇tectural Committee, which new members will be designated by the Purchaser or its attorneysPurchaser; a quit-claim deed from A.G. Spanos and Faye Spanos conv▇▇▇▇▇ ▇▇ ▇▇rchas▇▇ ▇▇▇ ▇▇ ▇heir right, title and interest in the mineral rights; the original tenant lease files (to be delivered at the Property); 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.

Closing Documents. On the related Closing Date, the Seller shall deliver to the Purchaser’s 's attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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 's counterpart of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s 's Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s 's Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (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 Loans have at any time been 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s 's Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. a. On the related Closing Date, the Seller Purchaser shall deliver to Seller an executed closing statement, the Purchaser’s attorneys balance of the Purchase Price, an assumption of the Assignment and Assumption of Intangibles (as hereinafter defined), an assumption of the Assignment and Assumption of Leases (as hereinafter defined), and such other documents as may be reasonably required in escrow fully executed originals of:order to consummate the transaction as set forth in this Agreement. (a) this Agreement (to be executed and delivered only for b. On the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, Seller shall deliver, or cause to be delivered, the Custodial Agreement, dated as following to Purchaser: possession of the initial Cut-off Date; Property; the executed Deed (d) 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; (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect F attached hereto) subject to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, Permitted Exceptions; the Title Policy (or "marked-up commitments"); terminations of any management agreements affecting the Property; an Officer’s Certificate upon request inventory of the Purchaser; and Personal Property for the Property and a Bill of Sale for the same (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto G ▇▇▇ached hereto); executed closing statements; executed assignment and with respect to subsequent Closing Datesassumption of all service contracts, an Opinion of Counsel of the Seller upon request of the Purchaser; warranties and intangibles (i) 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; (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 Loans have at any time been 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 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 DateH attached hereto, the Underwriting Guidelines "Assignment and Assumption of Intangibles"); executed copies of all warranties, guarantees, maintenance, supply, repair and service contracts, which affect the Property and which are in Seller's possession or at the Property, to be attached hereto as Exhibit 8 delivered at the Property; executed assignment and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment assumption of all leases and Conveyance; security deposits (m) Assignment and Conveyance Agreement in the form of Exhibit 14 I attached hereto, including all exhibits thereto; the "Assignment and Assumption of Leases"); the original executed leases which shall be delivered at the Property; updated Rent Roll (n) a Custodian’s Certification, as required hereinafter defined); notice to the tenants of the Property of the transfer of title and the assumption by Purchaser of the landlord's obligations under the Custodial Agreement, leases and the obligation to refund the security deposits (in the form of Exhibit 2 to J attached hereto); non-foreign affidavit (in the Custodial Agreementform of Exhibit K attached hereto); and bringdown certificate re: representations and warranties (o) a MERS Report reflecting in the Purchaser as Investor, the Custodian as custodian and no Person as Interim Funder form of Exhibit L attached hereto); certificates of occupancy for each MERS Designated Mortgage Loan. The Seller shall bear apartment unit (or building, as applicable) that are in Seller's possession or at the risk of loss of the closing Property, if any; plans and specifications, if any, in Seller's possession; and such other documents until such time as they are received may be reasonably required by the Purchaser or its attorneysTitle Insurer in order to consummate the transaction as set forth in this Agreement.

Closing Documents. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (aA) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (cB) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (dC) with respect to the initial Closing Date, a Custodial Account Certification the Guarantee, in the form attached of Exhibit I hereto, dated as Exhibit 4 hereto or a Custodial Account Letter Agreement in of the form attached as Exhibit 5 heretoinitial Cut-off Date; (e) 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; (fD) the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, Schedule (one copy to be attached to the Custodian’s counterpart of the Custodial AgreementAgreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto); (gE) a Custodian’s 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 10 C hereto with respect to each of the SellerGuarantor, the Seller and the Interim Servicer, including all attachments thereto and thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; and; (hG) 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 SellerGuarantor, the Seller or the Interim Servicer, as applicable), generally in the form of Exhibit 11 D hereto and (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (iH) 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 AgreementAgreement(s), if required; (jI) a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (kJ) a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (lK) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 G and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance; (mL) Assignment and Conveyance Agreement in the form of Exhibit 14 H hereto, including and all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (oM) a MERS Report reflecting the Purchaser as 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. On or before the related Closing Date, Purchaser shall deliver to Escrow Agent the balance of the Purchase Price plus or minus prorations, in accordance with the closing statement. Once the Closing has occurred and Seller has received the Purchase Price (plus or minus any prorations), Seller shall deliver to Purchaser possession of the Purchaser’s attorneys Property, all keys used in escrow fully executed originals of: connection with the Property, and copies of the Lease files (a) this Agreement (to all of which will be executed and delivered only for made available at the initial Closing DateProperty); (b) . On or before the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Pre-Closing Date, Seller and Purchaser shall deliver to Escrow Agent or the Custodial Agreementother party, dated as applicable, executed originals of the initial Cut-off Date; following documents (d) with respect to the initial “Closing Date, a Custodial Account Certification in Documents”): the form attached as Exhibit 4 hereto or a Custodial Account Letter Agreement in the form attached as Exhibit 5 hereto; Deed (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect F attached hereto) executed and acknowledged by Seller, subject to the Seller, Permitted Exceptions (including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request any New Objectionable Exceptions (as herein defined) accepted or deemed accepted by Purchaser); the B▇▇▇ of the Purchaser; and Sale (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto G attached hereto) which shall be executed by Seller and with respect to subsequent Closing Dates, Purchaser; closing statements prepared by Escrow Agent which shall be executed by Seller and Purchaser upon receipt thereof; an Opinion assignment and assumption of Counsel of the Seller upon request of the Purchaser; all Service Contracts (i) 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; (j) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, hereto H attached hereto) which shall be executed by any person, as requested by the Seller and Purchaser, if any ; an assignment and assumption of the Mortgage Loans have at any time been subject to any all Leases and security interest, pledge or hypothecation for the benefit of such person; deposits (k) a certificate 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 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 Exhibit 14 I attached hereto) which shall be executed by Seller and Purchaser; an updated rent roll certified by Seller as being true and accurate, including all exhibits thereto; (n) a Custodianto Seller’s Certificationknowledge, to the same effect as set forth in Section 18, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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 date and time as they are received by the Purchaser or its attorneys.thereof ;

Closing Documents. On the related Closing Date, the Seller shall deliver to the Purchaser’s 's attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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 's counterpart of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s 's Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s 's Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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, 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 Loans have at any time been 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a [Custodian’s 's Certification], as required under the Custodial Agreement, in the form of Exhibit 2 [__] to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a1) this Agreement (to be executed and delivered only for the initial Closing Date); (b2) the related Purchase Price Interim Servicing Agreement, dated as of the initial Cut-off Date, in the form of Exhibit B hereto (to be executed and Terms Letter, executed in four (4) counterpartsdelivered only for the initial Closing Date); (c3) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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; (f4) 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 's counterpart of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g5) a Custodian's Certification, as required under the Custodial Agreement, in the form of Exhibit G-1 to the Custodial Agreement; (6) with respect to the initial Closing Date, a Custodial Account Letter Agreement or a Custodial Account Certification, as applicable, as required under the Interim Servicing Agreement; (7) with respect to the initial Closing Date, an Escrow Account Letter Agreement or an Escrow Account Certification, as applicable, as required under the Interim Servicing Agreement; (8) with respect to the initial Closing Date, an Officer’s 's Certificate, in the form of Exhibit 10 C hereto with respect to each of the SellerSeller and the Interim Servicer, including all attachments thereto and hereto; with respect to subsequent Closing Dates, an Officer’s 's Certificate upon request of the Purchaser; and; (h9) with respect to the initial Closing Date, an Opinion of Counsel of each of the Seller and the Interim Servicer (who may be an employee of the SellerSeller or the Interim Servicer, as applicable), generally in the form of Exhibit 11 D hereto and ("Opinion of Counsel of the Seller"); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i10) 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; (j11) a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k12) a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l13) 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 ConveyanceConveyance as Exhibit C; (m14) Assignment and Conveyance Agreement in the form of Exhibit 14 H hereto, including all exhibits thereto; (n15) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 B to the Custodial related Assignment and Conveyance Agreement; and (o16) a MERS Report reflecting the Purchaser as Investor, the Custodian as custodian Investor 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. On The Company shall have delivered or caused to be delivered to Agent and Purchaser all of the related Closing Date, the Seller shall deliver to the Purchaser’s attorneys in escrow fully executed originals offollowing documents: (a) this Agreement (to be i. a Note in the principal amount of $5,000,000, duly completed and executed and delivered only for by the initial Closing Date)Company; (b) ii. the related Purchase Price Warrants to purchase 250,000 shares of Common Stock, duly completed and Terms Letter, executed in four (4) counterpartsby the Company; (c) with respect to iii. the initial Closing DateMcAfee Capital Guaranty, the Custodial Agreement, dated as of the initial Cut-off Date; (d) with respect to the initial Closing DateMortgages for certain real property located in Nebraska and Illinois, a Custodial Account Certification Security Agreement covering certain machinery and equipment of Energy Enzyme, Inc.’s cellulosic ethanol demonstration facility in the form attached as Exhibit 4 hereto or a Custodial Account Letter Agreement in the form attached as Exhibit 5 hereto;Montana and an Environmental Indemnity Agreement. (e) 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 the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, iv. an Officer’s Certificate, in dated the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request date of the Purchaser; andClosing, stating that the conditions specified in this Section 3 have been fully satisfied; (h) with respect to the initial Closing Date, an Opinion of Counsel v. certified copies of the Seller (who may be an employee resolutions duly adopted by the Company’s and each other Significant Subsidiary’s and McAfee Capital LLC’s board of the Seller), generally in the form directors or board of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (j) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13managers, as applicable, hereto executed authorizing the execution, delivery and performance of the Transaction Documents to which such entity is a party and each of the other agreements contemplated hereby and thereby, the issuance and sale of the Securities, the reservation for issuance upon exercise of the Warrants, and the consummation of all other transactions contemplated by any personthis Agreement, as requested by the Purchaser, if any of the Mortgage Loans have at any time been 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 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 vi. a certificate of the secretary or manager of the Company and/or each Significant Subsidiary and/or McAfee Capital LLC, as the case may be, certifying the names and the signatures of the officers of such entity authorized to sign this Agreement, the Note, the Warrants, the Guaranty and each of the other agreements, documents and instruments contemplated hereby to which such entity is a party; vii. certified copies of the Certificate of Incorporation, Certificate of Formation, Limited Liability Company Agreement or Operating Agreement and bylaws, as applicable, of the Company and each Significant Subsidiary and McAfee Capital LLC, as applicable, each as in effect at the Closing; viii. a certificate of good standing of the Company and each Significant Subsidiary and McAfee Capital LLC, dated not more than ten days prior to the initial Closing DateClosing, issued by from each such entity’s state of incorporation or organization; ix. copies of all third party and governmental consents, approvals and filings required in connection with the Underwriting Guidelines to be attached hereto consummation of the transactions hereunder (including, without limitation, all blue sky law filings and waivers of all preemptive rights (except for preemptive rights granted in the Transaction Documents) and rights of first refusal); x. insurance certificates naming Agent and Purchaser as Exhibit 8 additional insured and with respect to each subsequent Closing Date, first loss payee on all property and liability insurance policies of the Underwriting Guidelines to be attached Company and its Significant Subsidiaries pertaining to the related Assignment and ConveyanceCollateral; (m) Assignment and Conveyance Agreement in the form of Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 xi. such other documents relating to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser transactions contemplated by this Agreement or any other Transaction Documents as 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 Agent or its attorneysspecial counsel may reasonably request.

Closing Documents. (a) On or before the related Initial Closing Date, the Seller shall deliver submit to the Purchaser’s attorneys in escrow Initial Purchaser fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) with respect to the initial Closing Date, 2. 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; (e) 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) 3. as Escrow Account Letter Agreement in the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be form attached as Exhibit 8 hereto, 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 as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, 4. an Officer’s Certificate, in the form of Exhibit 10 hereto with respect 1 hereto, including all attachments thereto; 5. an Opinion of Counsel to the Seller, in such form as mutually agreed upon by the parties; and 6. the Underwriting Guidelines. (b) 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 Schedule; 3. a Custodian’s trust receipt, as required under the Custodial Agreement, in a form acceptable to the Initial Purchaser; 4. an Officer’s Certificate, in the form of Exhibit 1 hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of thereto; 5. if requested by the Initial Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of to the Seller), generally in such form as mutually agreed upon by the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaserparties; (i) 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; (j) 6. a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, 3 hereto executed by any personPerson, as requested by the Initial Purchaser, if any of the Mortgage Loans have has at any time been subject to any security interest, pledge or hypothecation for the benefit of such personPerson; (k) 7. a certificate 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 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 8. any modifications, amendments or supplements to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 and with respect to each subsequent following the Initial Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance;; and (m) 9. an Assignment and Conveyance Agreement in the form of Exhibit 14 4 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting 10. in the Purchaser as Investorevent that the Seller’s Underwriting Guidelines have been modified following delivery to the Initial Purchaser, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk an updated copy of loss of the closing documents until such time as they are received by the Purchaser or its attorneysUnderwriting Guidelines.

Closing Documents. ‌ (a) On or before the related Initial Closing Date, the Seller shall deliver submit to the Purchaser’s attorneys in escrow Purchaser fully executed originals of:of the following documents:‌ (a1) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c2) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) with respect to the initial Closing Datein six counterparts, 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; (e) with respect to the initial Closing Date, an Escrow Account Certification in the form attached as Exhibit 6 hereto or an Escrow hereto; (3) a Custodial Account Letter Agreement in the form attached as Exhibit 7 hereto; (f4) as Escrow Account Letter Agreement in the form attached as Exhibit 8 hereto; (5) an Officer’s Certificate, in the form of Exhibit 1 hereto, including all attachments thereto; (6) an Opinion of Counsel to the Seller, in the form of Exhibit 2 hereto; and (7) the Seller’s underwriting guidelines. (b) 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 Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, hereto and 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 as the Mortgage Loan Schedule thereto; (g3) with respect a Custodian’s Trust Receipt and Initial Certification, as required under the Custodial Agreement, in a form acceptable to the initial Closing Date, Purchaser; (4) an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller1 hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of thereto; (5) if requested by the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of to the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates2 hereto; (6) if requested by the Purchaser, an Opinion of Counsel of to the Seller upon request of Custodian, in a form acceptable to the Purchaser; (i) 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; (j7) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, 3 hereto executed by any personPerson, as requested by the Purchaser, if any of the Mortgage Loans have has at any time been subject to any security interest, pledge or hypothecation for the benefit of such personPerson; (k) 8) a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable;; and (l9) 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) an Assignment and Conveyance Agreement in the form of Exhibit 14 4 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. On or before the related Initial Closing Date, the Seller shall deliver submit to the Purchaser’s attorneys in escrow Purchaser fully executed originals of: (a) of the following documents: this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, ; the Custodial Agreement, dated as of the initial Cut-off Date; (d) with respect to the initial Closing Datein six counterparts, a Custodial Account Certification in the form attached as Exhibit 4 hereto or 6 hereto; a Custodial Account Letter Agreement in the form attached as Exhibit 5 7 hereto; (e) 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 8 hereto; (f) ; an Officer's Certificate, in the form of Exhibit 1 hereto, including all attachments thereto; an Opinion of Counsel to the Seller, in the form of Exhibit 2 hereto; and the 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 Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, hereto and one copy to be attached to the Custodian’s 's counterpart of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect ; a Custodian's Trust Receipt and Initial Certification, as required under the Custodial Agreement, in a form acceptable to the initial Closing Date, Purchaser; an Officer’s 's Certificate, in the form of Exhibit 10 hereto with respect to the Seller1 hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of thereto; if requested by the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of to the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates2 hereto; if requested by the Purchaser, an Opinion of Counsel of to the Seller upon request of Custodian, in a form acceptable to the Purchaser; (i) 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; (j) ; a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, 3 hereto executed by any personPerson, as requested by the Purchaser, if any of the Mortgage Loans have has at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k) Person; a certificate 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 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) an Assignment and Conveyance Agreement in the form of Exhibit 14 4 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. On At the related Closing DateClosing, the Seller Sellers shall execute and deliver to the Purchaser’s attorneys in escrow fully executed originals ofSellers' 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 executed hand in escrow by him as provided for herein. Purchaser shall pay all costs and delivered only for fees in connection with the initial Closing Date);filing and preparation of the Security Agreement and forms, including Sellers, attorneys, fees. (b) letters of resignation from each director and officer of the related Purchase Price and Terms LetterCorporation, executed in four (4) counterparts;effective as of the Closing Date. 41 (c) with respect to the initial Closing Date, the Custodial Agreement, dated as Certificate of Incorporation and other organizational documents of the initial Cut-off Date;Corporation. (d) with respect 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 Sellers' attorney until such time as full payment is made to the initial Closing Date, Sellers. In the event of a Custodial Account Certification default in the form attached as Exhibit 4 hereto or payment of any sums due under the Note, the Escrow Agent shall turn over the Stock Certificates and other documents to the Sellers, and said Sellers may then re-enter the premises. In the event of a Custodial Account Letter Agreement 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 form attached 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 Exhibit 5 hereto;directed by Sellers, and Sellers may take possession of the Original Leases to the subject premises. At the Closing, Purchaser shall execute and deliver to Sellers: (ea) with respect Promissory Note/Notes, Security Agreement, UCC-I's, Guarantee and any other documents needed to secure payment of the initial Closing DateNote/Notes. The Security Agreement shall give Sellers a security interest in all property, an Escrow Account Certification in furniture, fixtures, equipment, merchandise, computers, games, stock, inventory, accounts receivable, bank accounts and all other assets, property and rights of the form attached as Exhibit 6 hereto or an Escrow Account Letter Agreement in the form attached as Exhibit 7 hereto;Purchaser. (fb) the related Mortgage Loan ScheduleAssumption Agreement and any documents needed to effectuate Purchaser and Guarantors agreement to assume any and all obligations, segregated by Mortgage Loan Package, one copy to be attached hereto, one copy to be attached to the Custodian’s counterpart financial and otherwise of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; andbut not limited to (hc) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (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 Loans have at any time been 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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 attorneysGeneral Releases.

Closing Documents. (a) On or before the related Initial Closing Date, the Seller or Servicer, as applicable, shall deliver submit to the Purchaser’s attorneys in escrow Initial Purchaser fully executed originals ofof the following documents: (a) 1. this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) with respect to the initial Closing Date, 2. 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; (e) 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; 3. as Escrow Account Letter Agreement in the form attached as Exhibit 8 hereto; 4. a Seller’s Officer’s Certificate, in the form of Exhibit 1-A hereto, including all attachments thereto; 5. an Servicer’s Officer’s Certificate, in the form of Exhibit 1-B hereto, including all attachments thereto; 6. an Opinion of Counsel to the Seller and Servicer, in the form of Exhibit 2 hereto; and 7. the Underwriting Guidelines. (fb) 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 Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, one copy to be attached to the ; 3. a Custodian’s counterpart of Trust Receipt, as required under the Custodial Agreement, and one copy to be attached in a form acceptable to the related Assignment and Conveyance as the Mortgage Loan Schedule theretoInitial Purchaser; (g) with respect to the initial Closing Date, 4. an Officer’s Certificate, in the form of Exhibit 10 hereto with respect to the Seller1-A hereto, including all attachments thereto and with respect to subsequent Closing Dates, thereto; 5. an Servicer’s Officer’s Certificate upon request Certificate, in the form of Exhibit 1-B hereto, including all attachments thereto; 6. if requested by the Initial Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of to the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser2 hereto; (i) 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; (j) 7. a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, 3 hereto executed by any personPerson, as requested by the Initial Purchaser, if any of the Mortgage Loans have has at any time been subject to any security interest, pledge or hypothecation for the benefit of such personPerson; (k) 8. a certificate 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 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 9. any modifications, amendments or supplements to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 and with respect to each subsequent following the Initial Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance;; and (m) 10. an Assignment and Conveyance Agreement in the form of Exhibit 14 4 hereto, including all exhibits thereto; (n) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting 11. in the Purchaser as Investorevent that the Seller’s Underwriting Guidelines have been modified following delivery to the Initial Purchaser, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk an updated copy of loss of the closing documents until such time as they are received by the Purchaser or its attorneysUnderwriting Guidelines.

Closing Documents. On The Closing Documents to be delivered on the related Closing Date, the Seller initial closing date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a) this Agreement (to be executed and delivered only for the initial Closing Date)Agreement; (b) each of the related Purchase Price and Terms Letter, executed in four (4documents required to be delivered by the Seller pursuant to Section 2(c) counterpartshereof; (c) with respect to the initial Closing Date, the Custodial Flow Interim Servicing Agreement, dated as of the initial Related Cut-off Date, in four counterparts; (d) with respect to the initial Side Letter, dated as of the 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 heretofour counterparts; (e) with respect to the initial Closing Date, an Escrow Custodial Account Certification in the form attached as Exhibit 6 hereto or an Escrow Custodial Account Letter Agreement in as required under the form attached as Exhibit 7 heretoFlow Interim Servicing Agreement; (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 the Custodial an Escrow Account Certification or Escrow Account Letter Agreement, and one copy to be attached to as required under the related Assignment and Conveyance as the Mortgage Loan Schedule theretoFlow Interim Servicing Agreement; (g) with respect to the initial Closing Date, an Officer’s 's Certificate, in the form of Exhibit 10 hereto with respect to the SellerD hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; andthereto; (h) with respect to the initial Closing Date, an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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; (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 Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personE hereto; (ki) a certificate Certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name. In addition, if applicablethe Closing Documents for the Mortgage Loan Package to be purchased on each Closing Date shall consist of fully executed originals of the following documents: (a) an Assignment and Conveyance, including all exhibits; (lb) with respect an Assignment and Assumption of the Purchaser's rights as initial servicer under the Custodial Agreement; (c) an Acknowledgment Agreement in the form of Exhibit 6 to the initial Closing DateFlow Interim Servicing Agreement; (d) a Purchase Price and Terms Letter; (e) the Mortgage Loan Schedule, the Underwriting Guidelines to be attached hereto as Exhibit 8 and with respect to each subsequent Closing Date, the Underwriting Guidelines one copy to be attached to the related Assignment and Conveyance; (mf) Assignment and Conveyance Agreement in each of the form of Exhibit 14 hereto, including all exhibits theretodocuments required to be delivered by the Seller pursuant to Section 2(c) hereof; (ng) the initial certification of the Custodian with respect to the related Mortgage Loan Package; (h) a Custodian’s CertificationCertificate or other evidence of merger or change of name, as required signed or stamped by the applicable regulatory authority, if any of the 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; and (i) if requested by the Custodial AgreementPurchaser in connection with a material change in Seller's financial condition or corporate structure, an updated Officer's Certificate, in the form of Exhibit 2 to D hereto, including all attachments thereto and an updated Opinion of Counsel of the Custodial Agreement; and (o) a MERS Report reflecting Seller, in the Purchaser as Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loanform of Exhibit E hereto. The Seller shall bear the risk of loss of the closing documents Closing Documents until such time as they are received by the Purchaser Purchaser, its agents or its attorneys.

Closing Documents. On With respect to Group [1999-FN-01] the related Closing Date, the Seller Documents shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a) this 1. the Seller's Warranties and Servicing Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms Letter, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial AgreementGroup [1999-FN-01], dated as of the initial Cut-off Date, in two counterparts; (d) with respect to 2. a Custodian's Certification, as required under the initial Closing Date, Custodial Agreement; 3. a Custodial Account Certification in the form attached as Exhibit 4 hereto or a Custodial Account Letter Agreement in as required under the form attached as Exhibit 5 heretoSeller's Warranties and Servicing Agreement; (e) with respect to the initial Closing Date, 4. 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 the Custodial Agreement, as required under the Seller's Warranties and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto;Servicing Agreement (if required); and (g) with respect to the initial Closing Date, 5. an Officer’s 's Certificate, in the form of Exhibit 10 hereto with respect to the Seller1 hereto, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; andthereto; (h) with respect to the initial Closing Date, 6. an Opinion of Counsel of the Seller (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser2 hereto; (i) with respect to the initial Closing Date7. if applicable, 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; (j) a Security Release Certification, in the form of Exhibit 12 or Exhibit 133 hereto (for a Seller which is a member of the Federal Home Loan Bank System), as executed by the applicable regional Federal Home Loan Bank and, if applicable, in the form of Exhibit 4 hereto executed by any other person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k) 8. a certificate or Certificate of 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 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 9. The Escrow Agreement, dated as of February 1, 1999, executed among ▇▇▇▇▇▇ Capital as Purchaser, First Nationwide Mortgage Corporation as Seller and Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇, as 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 Escrow Agent; and 10. The Assignment and Conveyance; (m) Assignment and Conveyance Agreement in the form Assumption Agreement, dated as of Exhibit 14 heretoFebruary 11, including all exhibits thereto; (n) a Custodian’s Certification1999, between ▇▇▇▇▇▇ Capital, as required under the Custodial AgreementAssignor, in and First Nationwide Mortgage Corporation, as the form of Exhibit 2 Assignee, relating to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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. On The Closing Documents for the related Mortgage Loans to be purchased on each Closing Date, the Seller Date shall deliver to the Purchaser’s attorneys in escrow consist of fully executed originals ofof the following documents: (a1) this Agreement (to be executed and delivered only for the initial Closing Date); (b2) the related Purchase Price Interim Servicing Agreement, dated as of the initial Cut-off Date, in the form of Exhibit B hereto (to be executed and Terms Letter, executed in four (4) counterpartsdelivered only for the initial Closing Date); (c3) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; (d) 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; (e) 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; (f4) 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 's counterpart of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g5) a Custodian's Certification, as required under the Custodial Agreement, in the form of Exhibit G-1 to the Custodial Agreement; (6) with respect to the initial Closing Date, a Custodial Account Letter Agreement or a Custodial Account Certification, as applicable, as required under the Interim Servicing Agreement; (7) with respect to the initial Closing Date, an Escrow Account Letter Agreement or an Escrow Account Certification, as applicable, as required under the Interim Servicing Agreement; (8) with respect to the initial Closing Date, an Officer’s 's Certificate, in the form of Exhibit 10 C hereto with respect to each of the SellerSeller and the Interim Servicer, including all attachments thereto and hereto; with respect to subsequent Closing Dates, an Officer’s 's Certificate upon request of the Purchaser; and; (h9) with respect to the initial Closing Date, an Opinion of Counsel of each of the Seller and the Interim Servicer (who may be an employee of the SellerSeller or the Interim Servicer, as applicable), generally in the form of Exhibit 11 D hereto and ("Opinion of Counsel of the Seller"); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i10) 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; (j11) a Security Release Certification, in the form of Exhibit 12 E or Exhibit 13F, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k12) a certificate 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 Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l13) 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 ConveyanceConveyance as Exhibit C; (m14) Assignment and Conveyance Agreement in the form of Exhibit 14 H hereto, including all exhibits thereto; (n15) a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 B to the Custodial related Assignment and Conveyance Agreement; and (o16) a MERS Report reflecting the Purchaser as Investor, the Custodian as custodian Investor 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. On the related Closing Date, the Seller or Custodian, as applicable shall deliver to the Purchaser’s 's attorneys in escrow fully executed originals of: (a) this Agreement (to be executed and delivered only for the initial Closing Date); (b) the related Purchase Price and Terms LetterAgreement, executed in four (4) counterparts; (c) with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off DateDate to be provided by the Custodian; (d) 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; (e) 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, in an electronic format, segregated by Mortgage Loan Package, one copy to be attached hereto, one copy to be attached to the Custodian’s 's counterpart of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Schedule thereto; (g) with respect to the initial Closing Date, an Officer’s 's Certificate, in the form of Exhibit 10 hereto with respect to each of the SellerSeller and Servicer, including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s 's Certificate upon request of the Purchaser; and (h) with respect to the initial Closing Date, an Opinion of Counsel of each of the Seller and Servicer (who may be an employee of the Seller), generally in the form of Exhibit 11 hereto and with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) 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, if required to be provided by the Custodian ; (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 Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such personperson to be provided by the Custodian ; (k) a certificate 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 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 Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian’s 's Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser as 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.