Common use of Closing Clause in Contracts

Closing. The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of transactions contemplated hereby (the Mortgage Loans "Closing") shall be held take place on or before 2:00 p.m., Chicago time, on the Closing Date at the Chicago offices of Cadwalader, Wickersham Winston & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ LLP, or at such other place or time as the parties hereto shall agree. Upon receipt by the Indenture Trustee on the Closing Date of the full amount of the Owner Participant's Commitment and the Loan Participant's Commitment in respect of the Units delivered on the Closing Date, TILC shall cause TRLTII pursuant to the Transfer and Assignment Agreement to deliver the Units described on Schedule 1-A hereto to the Lessee by delivery of the TRLTII ▇▇▇▇. ▇▇▇ obligation of Sale and shall make an assignment of the Seller Existing Equipment Subleases to the Lessee by delivery of the TRLTII Assignment, and immediately thereafter, (i) the Purchaser Indenture Trustee, on behalf of the Trust, shall, subject to close shall be subject the conditions set forth in Sections 4.1, 4.2 and 4.3 having been fulfilled to the satisfaction of each of the following conditions on applicable Participants or prior waived by the applicable Participants, pay to the Closing Date: (a) All of Lessee from the representations and warranties of funds then held by it, in immediately available funds, an amount equal to the Seller and Total Equipment Cost for the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth Units delivered on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date (ii) the Lessee shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable pay to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required TRLTII pursuant to the respective terms thereof. (c) The Seller shall have delivered Transfer and released Assignment Agreement an amount equal to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price Total Equipment Cost for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans Units delivered on the Closing Date, (iii) the Lessee shall deliver the Units described on Schedule 1-A hereto to the trust by delivery of the ▇▇▇▇ of Sale, (iv) the Trust shall, pursuant to the Lease, lease and deliver the Units listed on Schedule 1-A hereto to the Lessee, and the Lessee, pursuant to the Lease, shall accept delivery of the Units described on Schedule 1-A hereto under the Lease, and such lease, delivery and acceptance of such Units under the Lease shall be conclusively evidenced by the execution and delivery by the Lessee and the Trust of the Lease Supplement covering the Equipment so delivered as described in Schedule 1-A and (v) the Trust shall execute (and the Indenture Trustee shall authenticate) and deliver the Equipment Note relating to such Lease Supplement to the Loan Participant. Concurrently with the transactions described immediately above, TRLTII shall pursuant to the Pledged Equipment Transfer and Assignment Agreement sell the Pledged Units described on Schedule 1-B hereto to the Lessee by delivery of the Pledged Equipment ▇▇▇▇ of Sale and shall make an assignment of the Existing Pledged Equipment Leases to the Lessee by delivery of the TRLTII Pledged Equipment Assignment. Each of the Lessee, the Owner Participant, the Trust, the Owner Trustee, TILC, the Loan Participant and the Indenture Trustee hereby agrees to take all actions required to be taken by it in connection with the Closing as contemplated by this Section 2.3(b).

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇ obligation of & ▇▇▇▇ LLP on the Seller and the Purchaser to close Closing Date. The Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser specified set forth in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (b) All Closing Documents documents specified in Section 7 6 of this AgreementAgreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicablethe Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (c) The Seller shall have delivered and released to the Purchaser or its designee Custodian and the applicable Master Servicer, respectively, all documents represented to have been or required to be delivered to the Purchaser as of the Closing Date Custodian and such Master Servicer pursuant to Section 2 of this Agreement.; (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, with in all material respects and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (fe) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to Section 8 hereof.this Agreement as of the Closing Date; (f) One or more letters from the independent accounting firm of Ernst & Young LLP, in form satisfactory to the Purchaser and relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, respectively, shall have been delivered; and (g) The Certificates to be so rated Seller shall have been assigned ratings by each Rating Agency no lower than executed and delivered concurrently herewith that certain Indemnification Agreement, dated as of May 21, 2008, among the ratings specified for each such Class in Seller, the Memorandum and Other Sellers, the Prospectus Supplement. (h) No Underwriter shall have terminated Purchaser, the Underwriting Agreement Underwriters and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofPurchasers. Each party agrees Both parties agree to use its their best reasonable efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial CenterF▇▇▇▇▇▇▇▇ ▇ent▇▇, New YorkYo▇▇, NY 1028▇▇ ▇▇▇▇▇ ▇▇ ▇:▇▇ a.m.▇.▇., ▇ew Yor▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇he Closing Date. ▇▇▇ The obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center227 West Trade Street, New YorkSuite 2400, NY 1028Charlotte, ▇▇▇▇▇ ▇▇▇oli▇▇ ▇8202 a▇ ▇▇:▇▇ a.m.▇.▇., ▇ew Yor▇▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close e Closing shall be subject to the satisfaction of each of the following conditions on conditions, which can only be waived or prior to modified by mutual consent of the Closing Date:parties hereto. (ai) All of the representations and warranties of the Seller and of the Purchaser specified in Section Sections 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) 5 hereof shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (bii) All Closing Documents documents specified in Section 7 8 of this AgreementAgreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Seller or Purchaser and the Purchaser, as applicableSeller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (ciii) The Seller shall have delivered and released to the Purchaser Purchaser, the Trustee or its designee a Custodian, or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing Agreement, as the case may be, all documents and funds required to be so delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement.Sections 2(c), 2(d) and 2(e) hereof; (div) The result of any examination of the examination Mortgage Files and audit Servicing Files for the Mortgage Loans performed by or on behalf of the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and in its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.reasonable determination; (ev) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (fvi) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise pursuant to Section 8 hereof.this Agreement; and (gvii) The Certificates to be so rated Neither the Private Placement Agency Agreement nor the Underwriting Agreement shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class terminated in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofaccordance with its terms. Each party agrees to use its commercially reasonable best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All If the Drag-Along Stockholders consummate the Drag-Along Transaction, the Participating Sellers shall be bound and obligated to sell all of their Shares in the Drag-Along Transaction on the same terms and conditions (except as otherwise contemplated by Section 5.1(b)(i) and Section 5.3(b)) as the Drag-Along Stockholders sell their Shares. Subject to Section 5.1, the Stockholders agree that they will also take such actions and execute such documents and instruments as shall be necessary or desirable in order to consummate the Drag-Along Transaction expeditiously. If at the end of the representations and warranties one hundred eightieth (180th) day following the date of the Drag-Along Notice the Drag-Along Transaction has not been completed other than by reason of any failure of a Participating Seller to comply with its obligations under this Article 5, the Participating Sellers shall be released from their obligations under the Drag-Along Notice, the Drag-Along Notice shall be null and void, and it shall be necessary for a separate Drag-Along Notice to have been furnished and the Purchaser specified in Section 4 terms and provisions of this Agreement (includingArticle 5 separately complied with, without limitation, the representations and warranties set forth on Exhibit 2 in order to consummate a Drag-Along Transaction pursuant to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified dateArticle 5. (b) All Closing Documents specified in Section 7 Notwithstanding any other provision of this Agreement, in the event the consideration to be paid in exchange for Shares in the proposed Drag-Along Transaction includes any securities and the receipt thereof by a Participating Seller which would require under applicable law (i) the registration or qualification of such forms securities or of any person as are agreed upon and reasonably acceptable a broker or dealer or agent with respect to such securities or (ii) the provision to any participant in the Drag-Along Transaction of any information other than such information as would be required under Regulation D promulgated under the Securities Act in an offering made pursuant to said Regulation D solely to “accredited investors” as defined in Regulation D, the Stockholders constituting the Drag-Along Stockholders shall have no obligation to cause such Participating Seller to receive as to the Shares the same amount and kind of securities as the Drag-Along Stockholders to the extent of such receipt of securities, unless the Drag-Along Stockholders shall have elected to cause such requirements to have been complied with to the extent necessary to permit such Participating Seller to receive such securities. The Participating Seller shall be entitled to receive, in lieu thereof, against surrender of the Shares (in accordance with Section 5.3(c)) which would have otherwise been transferred by such Participating Seller to the Proposed Buyer in the Drag-Along Transaction, an amount in cash equal to the fair market value of the securities which such Participating Seller would otherwise have received (as determined in good faith by the Board of Directors in its sole discretion). In the event such requirements have been complied with to the extent necessary to permit such Participating Seller to receive such securities, the Participating Seller shall execute such documents and instruments, and take such other actions (including without limitation, if required by the Drag-Along Stockholders, agreeing to be represented, without cost to the Participating Seller, during the course of such Drag-Along Transaction by a “purchaser representative” (as defined in Regulation D) in connection with evaluating the merits and risks of the prospective investment and acknowledging that he was so represented), as the Proposed Buyer or the PurchaserCompany shall reasonably request in order to permit such requirements to have been complied with; provided, as applicablehowever, that such actions shall not include any expenditure of funds by the Participating Seller, it being understood that payment by the Participating Seller of the fees and disbursements of any counsel the Participating Seller may elect to retain shall be duly executed and delivered by all signatories as deemed not to constitute a required pursuant to the respective terms thereofexpenditure of funds for purposes of this provision. (c) The Seller At the closing of any Drag-Along Transaction under this Article 5, the Participating Sellers shall have delivered and released to deliver the Purchaser or its designee all documents required Shares to be delivered to the Purchaser as sold by them, duly endorsed for transfer with signature guaranteed, free and clear of any liens, against delivery of the Closing Date pursuant to Section 2 of this Agreementapplicable purchase price. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of for the purchase and sale of the Mortgage Loans shall take place on the related Closing Date. The closing shall be held either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇parties shall agree. ▇▇▇ obligation of Each closing for the Seller and Mortgage Loan Package to be purchased on the Purchaser to close related Closing Date shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) All at least two (2) Business Days prior to the related Closing Date, the Seller shall deliver to the Purchaser a listing on a loan-level basis of the information contained in the related Mortgage Loan Schedule; (b) all of the representations and warranties of the Seller and the Purchaser specified in Section 4 of under this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be materially true and correct as of the related Closing DateDate and no event shall have occurred which, provided that any representations and warranties made as with notice or the passage of time, would constitute a specified date shall be true and correct as of such specified date.material default under this Agreement; (bc) All Closing Documents specified the Purchaser shall have received, or the Purchaser's attorneys shall have received in Section 7 of this Agreementescrow, all closing documents more particularly described in the Purchase Price and Terms Letter, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereof.hereof; (cd) The the Seller shall have delivered and released to the Purchaser (or its designee designee) on or prior to the related Closing Date all documents required to be delivered pursuant to the Purchaser as of the Closing Date pursuant to Section 2 terms of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.; and (e) All all other terms and conditions of this Agreement required to be complied with on or before and the Closing Date Acknowledgement and Conveyance Agreement shall have been materially complied with. Subject to the foregoing conditions, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it pay to the Purchaser Seller on the related Closing Date the Purchase Price, plus accrued interest pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase 2.02 of this Agreement, and neither by wire transfer of immediately available funds to the Underwriters nor account designated by the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing DateSeller. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The Each closing of for the purchase and sale of the Mortgage Loans hereunder shall take place on the related Closing Date. At the Purchaser’s option, the closing shall be held either: by telephone, confirmed by letter or wire as the parties shall agree; or conducted in person, at such place as the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇parties shall agree. ▇▇▇ obligation of the Seller and the Purchaser to close Each closing for a Mortgage Loan Package shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) All No later than the date set forth in the related Purchase Price and Terms Agreement, the Seller shall deliver to the Purchaser a Mortgage Loan Schedule with respect to the Mortgage Loans to be purchased and sold on such date; (b) all of the representations and warranties of the Seller and the Purchaser specified in Section 4 of under this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the related Closing DateDate and no event shall have occurred which, provided that any representations and warranties made as with notice or the passage of time, would constitute a specified date shall be true and correct as of such specified date.default under this Agreement; (bc) All Closing Documents the Purchaser shall have received, or the Purchaser’s attorneys shall have received in escrow, all closing documents as specified in Section 7 12.04 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereof.; (cd) The Seller shall have delivered and released to the Purchaser Custodian on or its designee prior to the related Closing Date all documents required to be delivered pursuant to the Purchaser as of the Closing Date pursuant to Section 2 of this Custodial Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.; and (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated experienced any Material Adverse Change. For the Certificate Purchase Agreementpurposes of this Section, and neither the Underwriters nor the Initial Purchaser “Material Adverse Change” shall have suspendedmean, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received a material adverse change in, or a material adverse effect upon, the purchase price for operations, business, properties, condition (financial or otherwise) or prospects of the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts Seller; (ii) a material impairment of the ability of the Seller, to perform its respective obligations hereunder in under this Agreement or any related agreements (the “Operative Agreements”); or (iii) a manner that will enable material adverse effect upon the Purchaser to purchase legality, validity, binding effect or enforceability of any Operative Agreement against the Mortgage Loans on the Closing Date.Seller; and

Closing. The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial CenterF▇▇▇▇▇▇▇▇ ▇ent▇▇, New YorkYo▇▇, NY 1028▇▇ ▇▇▇▇▇ ▇▇ ▇:▇▇ a.m.▇.▇., ▇ew Yor▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇he Closing Date. ▇▇▇ The obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified datedate (to the extent of the standard, if any, set forth in each representation and warranty). (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Loan Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. 6.1 The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham Latham & Taft Watkins LLP, One World Financial Center885 Third Avenue, New York, NY 102810022 at 9:0▇ ▇▇ .▇:., N▇▇ a.m., ▇ew Yor▇ ▇▇▇▇▇ time, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall ▇▇▇▇▇▇▇ ▇▇all be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) 6.1.1 All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement hereof (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreementhereto) shall be true and correct as of the Closing DateDate (to the extent of the standard, provided that any representations if any, set forth in each representation and warranties made as of a specified date shall be true and correct as of such specified datewarranty). (b) 6.1.2 All Closing Documents specified in Section 7 of this Agreementhereof, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The 6.1.3 Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreementhereof. (d) 6.1.4 The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Seller's Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) 6.1.5 All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The 6.1.6 Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) 6.1.7 The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) 6.1.8 No Underwriter shall have terminated the Underwriting Agreement and none of the Initial Purchaser Purchasers shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser Purchasers shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The 6.1.9 Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. . 6.2 Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. (a) The closing completion of the purchase and sale of the Mortgage Loans 1st Installment Shares (the “Closing”) shall be held occur at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ T▇▇▇▇▇▇▇ S▇▇▇▇▇▇ LLP, 4▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ as soon as practicable and as agreed to by the parties hereto, within three business days following the execution of this Agreement, or on such later date or at such different location as the parties shall agree in writing, but not prior to the date that the conditions for Closing set forth in Sections 3.1(b) and 3.1(c) below have been satisfied or waived by the appropriate party (the “Closing Date”). (b) The Company’s obligation to complete the purchase and sale of the Seller 1st Installment Shares and deliver such stock certificate to the Purchaser to close at the Closing shall be subject to the satisfaction following conditions, any one or more of each of which may be waived by the following conditions on or prior to the Closing DateCompany: (ai) All receipt by the Company of the 1st Installment; and (ii) each of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) made herein shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date as though made at that time. (c) The Purchaser’s obligation to accept delivery of the 1st Installment Shares, such stock certificate and the 1st Installment Warrant, and to pay the 1st Installment at the Closing shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (i) the delivery to the Purchaser by counsel to the Company of a legal opinion dated as of the Closing Date in the form set forth in Exhibit B; (ii) each of the representations and warranties of the Company set forth herein are true and correct in all respects as of the date of this Agreement and as of such Closing Date as though made at that time and that the Company shall have complied in all respects with all the agreements and satisfied in all respects all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date, and the Purchaser shall have received a certificate executed by the chief executive officer and chief financial officer of the Company, dated as of the Closing Date, provided that any representations and warranties made as to the foregoing effect, in the form set forth in Exhibit C-1; (iii) the execution by the Company of a specified date written agreement (copy of each shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser at the Closing) with each of the Company’s lenders, United Mizrachi Bank (“United Bank”) and The Tail Wind Fund Ltd. (“Tail Wind”) which agreement is binding on the parties thereto, and pursuant to which each of United Bank and Tail Wind agree to forgo any principal payments payable by the Company (or any of its subsidiaries) under any United Bank or Tail Wind indebtedness outstanding on the Closing Date until January 1, 2011, and in the case of United Bank, the United Bank consents to and approves the MediVision Assets Transaction (as defined below) and the transaction contemplated thereunder. Notwithstanding the foregoing, if the Company makes a principal payment to United Bank in 2010 in amount higher than the Company’s Earnings Before Interest, Taxes and Amortization (“EBITDA”) for the year ended December 31, 2010, then within three business days after the filing with the SEC (as defined below) of the Company’s audited financial statements for the year ended December 31, 2010, the Company will issue shares of Common Stock to the Purchaser free of charge and without payment of any consideration by the Purchaser, in an amount equal to the amount of principal payments made to United Bank minus EBITDA divided by 0.41522 (the “Additional Shares”); the provisions of Section 7.1 shall apply, mutatis mutandis, to the Additional Shares, and the Company shall take all required actions set forth in Section 7.1 in order to register the Additional Shares; (iv) the execution by the Company and MediVision of a written agreement (a copy of which shall be delivered to the Purchaser at the Closing) (the “Assets Purchase Agreement”), which agreement is binding on the Company and the parties thereto, for the purchase of certain assets of MediVision in a manner and under terms reasonably satisfactory to the Purchaser (the “MediVision Assets Transaction”); (v) the deposit by MediVision of 3,793,452 shares of Common Stock, currently owned by MediVision, in escrow with S▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Esq. and the execution of the escrow agreement by all parties thereto (copy of which shall be delivered to the Purchaser at the Closing), pursuant to the terms of Section 8.7(b) herein; (vi) the execution by MediVision and the receipt by the Purchaser at the Closing of a copy of a binding and irrevocable proxy, substantially in the form set forth in Exhibit D, appointing G▇▇ ▇▇▇▇▇ as its true and lawful attorney-in-fact and proxy with respect to all shares of Common Stock owned by MediVision (i.e, 9,380,843 shares) to vote FOR the Stockholder Approvals (as defined below) at the Company’s 2010 Annual Meeting of Shareholders; provided that MediVision may transfer up to 2,000,000 shares of Common Stock free and clear of this irrevocable proxy; and (vii) the execution by Agfa Gevaert N.V., Delta Trading and Services (1986) Ltd, G▇▇ ▇▇▇▇▇, N▇▇▇ ▇▇▇▇▇, A▇▇▇▇ ▇▇▇▇▇▇▇ and Y▇▇▇▇ ▇▇▇▇▇▇▇ (collectively, the “Principal MV Shareholders,” and together with MediVision, the “MediVision/Principal MV Shareholders Group”) and the receipt by the Purchaser at the Closing of copies of binding and irrevocable proxies, substantially in the form of set forth in Exhibit E, appointing N▇▇▇ ▇▇▇▇▇ as their true and lawful attorney-in-fact and proxy with respect to all shares of MediVision owned by such entities or persons to vote FOR the MediVision Assets Transaction and any other matters for which MediVision’s shareholders are asked to grant their vote or consent in connection with the consummation of the MediVision Assets Transaction. (viii) the receipt by the Purchaser from the Company of a copy of resolutions adopted by the Board approving the execution of the Transaction Documents, the consummation of the transactions contemplated therein, the appointment of U▇▇ ▇▇▇▇▇▇ and M▇▇▇▇ ▇▇▇▇▇ to the Board as of the Closing Date pursuant and the delivery of a director indemnification agreement to Section 2 each of this Agreementthem. (dix) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory delivery to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (a duly executed secretary certificate, dated as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class , in the Memorandum and the Prospectus Supplementform of Exhibit F-1. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of for the purchase and sale of the Mortgage Loans shall take place on the related Closing Date. The closing shall be held either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇parties shall agree. ▇▇▇ obligation of The closing for the Seller and Mortgage Loans to be purchased on the Purchaser to close related Closing Date shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) All at least one (1) Business Day prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the information contained in the related Mortgage Loan Schedule attached to the related Term Sheet; (b) all of the representations and warranties of the Seller Company and Company under this Agreement and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) related Term Sheet shall be materially true and correct as of the related Closing DateDate and no event shall have occurred which, provided that any representations and warranties made as with notice or the passage of time, would constitute a specified date shall be true and correct as of such specified date.material default under this Agreement or the related Term Sheet; (bc) All Closing Documents specified the Purchaser shall have received, or the Purchaser's attorneys shall have received in Section 7 escrow, all documents required pursuant to this Agreement and the related Term Sheet, an opinion of this Agreementcounsel and an officer's certificate, all in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereof.of this Agreement and the related Term Sheet; (cd) The Seller the Company shall have delivered and released to the Purchaser (or its designee designee) on or prior to the related Closing Date all documents required to be delivered pursuant to the Purchaser as of the Closing Date pursuant to Section 2 terms of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination Agreement and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.related Term Sheet; and (e) All all other terms and conditions of this Agreement required to be complied with on or before Agreement, the Closing Date related Term Sheet and the Confirmation shall have been materially complied with. Subject to the foregoing conditions, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it pay to the Purchaser Company on the related Closing Date the Purchase Price, plus accrued interest pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting 2.02 of this Agreement and the Initial Purchaser shall not have terminated related Term Sheet, by wire transfer of immediately available funds to the Certificate Purchase Agreement, and neither account designated by the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing DateCompany. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇Sidley ▇▇▇▇▇▇ ▇▇▇▇. ▇ & ▇▇▇▇, ▇▇▇ obligation of ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Seller and the Purchaser to close Closing Date. The Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (ai) All all of the representations and warranties of the Seller and the Purchaser specified in made pursuant to Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (bii) All Closing Documents all documents specified in Section 7 of this AgreementAgreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects to obligations of the Seller or hereunder), to the Purchaser, as applicableSeller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (ciii) The the Seller shall have delivered and released to the Purchaser or its designee designee, all documents documents, funds and other assets required to be delivered to the Purchaser as of the Closing Date thereto pursuant to Section 2 of this Agreement.; (div) The the result of any examination of the examination Mortgage Files for, and audit any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and in its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.reasonable determination; (ev) All all other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith in all material respects, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (fvi) The the Seller shall have received the consideration for the Mortgage Loans, as contemplated by Section 1; (vii) the Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to Section 8 hereof.this Agreement; and (gviii) The Certificates to be so rated neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class terminated in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofaccordance with its terms. Each party agrees Both parties agree to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft Sidley Austin LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇, ▇▇▇ obligation of ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Seller and the Purchaser to close Closing Date. The Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement, and all of the representations and warranties of the Purchaser specified set forth in Section 4 of this Agreement (includingAgreement, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (b) Insofar as it affects the obligations of the Seller hereunder, the Pooling and Servicing Agreement shall be in a form mutually acceptable to the Purchaser and the Seller; (c) All Closing Documents documents specified in Section 7 of this AgreementAgreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (cd) The Seller shall have delivered and released to the Purchaser Trustee (or a Custodian on its designee behalf), the Master Servicer and the Special Servicer all documents and funds required to be delivered to the Purchaser as of Trustee, the Closing Date Master Servicer and the Special Servicer, respectively, pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.; (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith in all material respects, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to Section 8 hereof.this Agreement; and (g) The Certificates to be so rated Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class terminated in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofaccordance with its terms. Each party agrees Both parties hereto agree to use its their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. 6.1 The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham ▇▇▇▇▇▇ & Taft ▇▇▇▇▇▇▇ LLP, One World Financial Center, New York, NY 1028▇ ▇▇▇ ▇:▇▇▇▇ a.m.▇▇▇▇▇▇, ▇ew Yor▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇at 9:00 a.m., New York time, on the Closing Date. ▇▇▇ obligation of the Seller and the Purchaser to close The closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) 6.1.1 All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement hereof (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreementhereto) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified datedate (to the extent of the standard, if any, set forth in each representation and warranty). (b) 6.1.2 All Closing Documents specified in Section 7 of this Agreementhereof, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The 6.1.3 Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreementhereof. (d) 6.1.4 The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Seller's Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) 6.1.5 All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The 6.1.6 Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) 6.1.7 The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) 6.1.8 No Underwriter shall have terminated the Underwriting Agreement and none of the Initial Purchaser Purchasers shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser Purchasers shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The 6.1.9 Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. . 6.2 Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇ obligation of & Wood, Two ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Seller and the Purchaser to close Closing Date. The Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (ai) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) herein shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date the Aggregate Cut-off Date Balance shall be true and correct as within the range permitted by Section 1 of such specified date.this Agreement; (bii) All Closing Documents documents specified in Section 7 8 of this AgreementAgreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (ciii) The Seller shall have delivered and released to the Interim Custodian, the Purchaser or its designee the Purchaser's designee, as the case may be, all documents and funds required to be so delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement.hereof; (div) The result of any examination of the examination Mortgage Files and audit Servicing Files performed by or on behalf of the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and in its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.determination; (ev) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (fvi) The Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser pursuant to Section 8 hereof.this Agreement; and (gvii) The Certificates to be so rated Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class terminated in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofaccordance with its terms. Each party agrees Both parties agree to use its their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇ obligation of & ▇▇▇▇ LLP, 2 World Financial Center, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Seller and the Purchaser to close Closing Date. The Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement, and all of the representations and warranties of the Purchaser specified set forth in Section 4 of this Agreement (includingAgreement, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (b) Insofar as it affects the obligations of the Seller hereunder, the Pooling and Servicing Agreement shall be in a form mutually acceptable to the Purchaser and the Seller; (c) All Closing Documents documents specified in Section 7 of this AgreementAgreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (cd) The Seller shall have delivered and released to the Purchaser Trustee (or a Custodian on its designee behalf), the Master Servicer and the Special Servicer all documents and funds required to be delivered to the Purchaser as of Trustee, the Closing Date Master Servicer and the Special Servicer, respectively, pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.; (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith in all material respects, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to Section 8 hereof.this Agreement; and (g) The Certificates to be so rated Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class terminated in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofaccordance with its terms. Each party agrees Both parties hereto agree to use its their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. (a) The closing transaction of Purchase and Sale is to be completed on the day of (the “Closing Date” or “Closing”). The parties acknowledge and confirm that the required Tarion Addendum to Agreement of Purchase and Sale (Freehold Form – Firm Closing Date) (the “Tarion Addendum”) and the required Statement of Critical Dates (Freehold Form – Firm Closing Date) form an integral part of this Agreement. In the event the Vendor shall not be able to complete construction of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or Dwelling prior to the Closing Date: (a) All , the Vendor shall have the right to extend the Closing Date in accordance with Sections 3, 4 or 5 of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (includingTarion Addendum, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall whichever may be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified dateapplicable. (b) All Closing Documents specified in Section 7 The Dwelling shall be deemed to be completed when the Dwelling has been approved for occupancy by the Town of this AgreementAjax notwithstanding that there remains non-substantial interior work and/or any exterior work to be completed including, in such forms as are agreed upon but not limited to paving, walkways, decks, driveways, painting, grading, sodding and reasonably acceptable landscaping. The Vendor shall, on or before Closing, deliver to Purchaser the Seller final certificate, the Occupancy Permit or the Purchasersigned written confirmation of the Vendor, as whichever is applicable, shall be duly executed and delivered by all signatories as required pursuant to under Section 9(a) of the respective terms thereofTarion Addendum. (c) The Seller shall have delivered and released to If the Purchaser Dwelling has been approved for occupancy by the Town of Ajax on or its designee all documents required to be delivered to the Purchaser as of before the Closing Date pursuant and the Vendor has complied with its obligations under Section 9(a) of the Tarion Addendum, the Purchaser shall close the transaction in accordance with the provisions of this Agreement and the Vendor agrees to complete any outstanding details of construction required by this Agreement within a reasonable time thereafter having regard to weather conditions and availability of supplies and labour. (d) The Purchaser is notified that although the Subdivision Agreements (as hereinafter defined) may require the issuance of an Occupancy Permit, the practice of the Municipality may be such that oral consent to occupancy is given and that formal consent is given at some later time, including formal release with reference to other matters referred to in the Subdivision Agreements. The Vendor shall not be obligated as of Closing to provide a formal occupancy permit but shall otherwise comply with its obligations under Section 2 9(a) of the Tarion Addendum and the Purchaser shall complete this transaction in accordance with the terms of this Agreement. (de) The result Purchaser acknowledges that certain external work to the Property such as grading, paving, sodding, exterior painting and/or repair cannot be undertaken until weather conditions permit and that failure to complete all exterior work or non-substantial interior work shall not be deemed to be a failure to complete the Dwelling. The Purchaser further acknowledges that in order to allow for natural settlement of the examination and audit performed by driveway, the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to Vendor will not pave the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed driveway until at least one year after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. 9.1 The closing Closing will take place on the Closing Day. 9.2 On the Closing Day, if the Issuer has satisfied all of its obligations under the Agreement, the Issuer will deposit the Shares with CDS and deliver the certificates representing the Agent’s Warrants on the instructions of the sale Agent, against payment of the Mortgage Loans shall be held at Proceeds to the offices Issuer. 9.3 If the Issuer has satisfied all of Cadwaladerits obligations under this Agreement, Wickersham & Taft LLPon the Closing Day, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ the Agent will pay the Proceeds to the Issuer upon receipt of satisfactory evidence that the Shares have been deposited with CDS in accordance with the instructions of the Agent. 9.4 The obligation of the Seller and Agent to pay the Purchaser Proceeds to close the Issuer shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateprecedent: (a) All completion by the Agent of due diligence on the Issuer to its reasonable satisfaction; (b) the Issuer shall have performed or complied with each covenant and obligation herein provided on its part to be performed or complied with, including but not limited to all deliveries under Section 7 of this Agreement; (c) the Issuer shall have received the Exchange’s bulletin confirming the listing of the Shares and Agent’s Warrant Shares on the Exchange; (d) the Issuer shall have received all necessary regulatory approvals to complete the Offering; (e) each of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) Issuer herein shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required continue to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withtrue, and the Seller and the Purchaser Officers’ Certificate shall have the ability contain certification to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.that effect; and (f) The Seller the Issuer shall have paid all fees and expenses payable by it have, to the Purchaser pursuant to Section 8 hereof. (g) The Certificates satisfaction of Agent’s Counsel, taken or caused to be so rated shall have been assigned ratings by each Rating Agency no lower than taken all steps and proceedings which may be requisite under the ratings specified for each such Class in Applicable Legislation to qualify the Memorandum Distribution, including the filing and the Prospectus Supplement. (h) No Underwriter shall have terminated obtaining of the Underwriting Agreement Preliminary Receipt and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing DateFinal Receipt. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇. , ▇▇▇ obligation of ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Seller and the Purchaser to close Closing Date. The Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (ai) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) herein shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date the Aggregate Cut-off Date Balance shall be true and correct as within the range permitted by Section 1 of such specified date.this Agreement; (bii) All Closing Documents documents specified in Section 7 of this Agreement8 (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (ciii) The Seller shall have delivered and released to the Trustee, the Purchaser or its designee the Purchaser's designee, as the case may be, all documents and funds required to be so delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement.2; (div) The result of any examination of the examination Mortgage Files and audit Servicing Files performed by or on behalf of the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and in its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.determination; (ev) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (fvi) The Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser pursuant to Section 8 hereof.this Agreement; and (gvii) The Certificates to be so rated Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class terminated in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofaccordance with its terms. Each party agrees Both parties agree to use its their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All The Closing will take place at Novartis Campus, Basel, Switzerland at 10:00 a.m. (local time) on the first business day following the fulfillment or waiver of the representations conditions precedent set forth in Sections 1.9(b) and warranties (c) or at such other time and place as the parties hereto may mutually agree. The date on which the Closing occurs is referred to as the “Closing Date.” Subject to the fulfillment or waiver of such conditions precedent, Sellers shall make the Seller and the Purchaser Closing deliveries specified in Section 4 1.7 and Buyer shall make the Closing deliveries specified in Section 1.8, all of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) which shall be true deemed to have occurred simultaneously and correct as none of the Closing Date, provided that any representations and warranties made as of a specified date which shall be true deemed completed unless and correct as until all of such specified datethem shall have been completed (or waived in writing by the Party entitled to performance). (b) The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the following conditions, except to the extent waived by Buyer in writing at the Closing: (i) All representations and warranties of Novartis contained in this Agreement shall be accurate in all material respects as of the Closing Documents specified with the same effect as if made on and as of such date. (ii) Novartis shall have delivered to Buyer the documents set forth in Section 7 of 1.7. (iii) There shall not have been instituted or threatened any legal proceeding (A) relating to, or seeking to prohibit or otherwise challenge this Agreement, in such forms as are agreed upon and the BPS804 Asset Purchase Agreement or the BGS649 Asset Purchase Agreement (collectively, the “Purchase Agreements”), the consummation of the transactions contemplated by any of the Purchase Agreements, or seeking to obtain substantial damages with respect to any of the Purchase Agreements, or (B) which would reasonably acceptable be expected to have a Material Adverse Effect. (iv) There shall not have been any action taken, or any law, rule, regulation, order, judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the Seller transactions contemplated by any of the Purchase Agreements, by any federal, state, local, or other governmental authority or by any court or other tribunal, including the Purchaserentry of a preliminary or permanent injunction, which would reasonably be expected to: (A) makes any of the transactions contemplated by any of the Purchase Agreements illegal or (B) imposes material limitations on the ability of any buyer under any of the Purchase Agreements to operate the Business (as applicabledefined in the respective Purchase Agreements) or to exercise full rights of ownership of the Purchased Assets (as defined in the respective Purchase Agreements). (v) The conditions precedent to the obligations of each buyer under the Purchase Agreements to consummate the transactions contemplated by the respective Purchase Agreement shall have been satisfied or waived by such buyer in writing at the Closing. (vi) There shall not have occurred any Material Adverse Effect (as defined in the respective Purchase Agreements). (vii) Novartis shall have delivered to Buyer, at or prior to the Closing, such other documents as Buyer shall be duly executed have reasonably requested to carry out the provisions of and delivered the transactions contemplated by all signatories as required this Agreement in form and substance reasonably satisfactory to Buyer. (viii) Mereo shall have received funds from subscribers for equity in Mereo, including Novartis pursuant to the respective terms thereofSubscription Agreement, in an aggregate amount not less than GBP £ 20,000,000 less the Investor Counsel Fees (as defined in the Subscription Agreement). (c) The Seller shall have delivered and released obligations of Novartis to consummate the transactions contemplated by this Agreement are subject to the Purchaser or its designee all documents required to be delivered following conditions, except to the Purchaser extent waived by Novartis in writing at the Closing: (i) All representations and warranties of Buyer contained in this Agreement shall be accurate in all material respects as of the Closing Date pursuant to Section 2 with the same effect as if made on and as of this Agreementsuch date. (dii) Buyer shall have delivered to Novartis the documents set forth in Section 1.8. (iii) There shall not have been instituted or threatened any legal proceeding relating to, or seeking to prohibit or otherwise challenge any of the Purchase Agreements, the consummation of the transactions contemplated by any of the Purchase Agreements, or seeking to obtain substantial damages with respect to any of the Purchase Agreements. (iv) There shall not have been any action taken, or any law, rule, regulation, order, judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by any of the Purchase Agreements, by any federal, state, local, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which would reasonably be expected to make any of the transactions contemplated by any of the Purchase Agreements illegal. (v) The result conditions precedent to the obligations of Novartis to consummate the transactions contemplated by each of the examination Purchase Agreements shall have been satisfied or waived by Novartis in writing at the Closing. (vi) Buyer shall have delivered to Novartis, at or prior to the Closing, such other documents as Novartis shall have reasonably requested to carry out the provisions of and audit performed the transactions contemplated by the Purchaser this Agreement in form and its affiliates substance reasonably satisfactory to Novartis. (vii) Mereo shall have received funds from subscribers for equity in Mereo, including Novartis pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates Subscription Agreement, in their sole determination and an aggregate amount not less than GBP £ 20,000,000 less the parties shall have agreed to the form and contents of the Seller Information Investor Counsel Fees (as defined in the Indemnification Subscription Agreement) to be disclosed in the Memorandum and the Prospectus Supplement). (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇ obligation of & ▇▇▇▇ LLP on the Seller and the Purchaser to close Closing Date. The Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser specified set forth in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (b) All Closing Documents documents specified in Section 7 6 of this AgreementAgreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicablethe Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (c) The Seller shall have delivered and released to the Purchaser Trustee (or a Custodian on its designee behalf) and the applicable Master Servicer, respectively, all documents represented to have been or required to be delivered to the Purchaser as of the Closing Date Trustee and such Master Servicer pursuant to Section 2 of this Agreement.; (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, with in all material respects and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (fe) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement as of the Closing Date; (f) One or more letters from the independent accounting firm of Ernst & Young LLP, in form satisfactory to the Purchaser and relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus (as defined in Section 8 hereof.6(d) of this Agreement) and Prospectus Supplement (as defined in Section 6(d) of this Agreement), respectively, shall have been delivered; and (g) The Certificates to be so rated Seller shall have been assigned ratings by each Rating Agency no lower than executed and delivered concurrently herewith that certain Indemnification Agreement, dated as of November 1, 2007, among the ratings specified for each such Class in Seller, the Memorandum and Other Sellers, the Prospectus Supplement. (h) No Underwriter shall have terminated Purchaser, the Underwriting Agreement Underwriters and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofPurchasers. Each party agrees Both parties agree to use its their best reasonable efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans shall be held at the offices office of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ Orri▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇rr▇▇▇▇, ▇▇ & ▇▇▇ ▇▇utc▇▇▇▇▇ ▇▇▇▇▇ at 7:00 a.m., San Francisco time, on the Closing Date. ▇▇▇ obligation of the Seller and the Purchaser to close The closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) Depositor shall be true and correct in all material respects as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (b) All Closing Documents specified in Section 7 8 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or Depositor and the Purchaser, as applicableSeller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (c) The Seller shall have delivered and released to the Purchaser Depositor or its designee designee, all documents required to be delivered to the Purchaser as of the Closing Date Depositor pursuant to Section 2 of this Agreement.; (d) The result of the examination and audit performed by the Purchaser and its affiliates Depositor pursuant to Section 3 hereof shall be satisfactory to the Purchaser and Depositor in its affiliates in their sole determination and the parties shall have agreed to the form and contents content of the Seller Information Seller's information (as defined in the Indemnification AgreementSection 9 hereof) to be disclosed in the Memorandum and the Prospectus Supplement.; (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, with and the Seller and the Purchaser Depositor shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; and (f) The Seller shall have paid all fees All of the terms and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated conditions of the Underwriting Agreement and the Initial Purchaser shall not have terminated Purchase Agreement required to be complied with on or before the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser Closing Date shall have suspended, delayed or otherwise cancelled the Closing Datebeen complied with. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. Section 6.01 The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham ▇▇▇▇▇▇ & Taft ▇▇▇▇▇▇▇ LLP, One World Financial Center, New York, NY 1028▇ ▇▇▇ ▇:▇▇▇▇ a.m.▇▇▇▇▇▇, ▇ew Yor▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇at 9:00 a.m., New York time, on the Closing Date. ▇▇▇ obligation of the Seller and the Purchaser to close The closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement hereof (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreementhereto) shall be true and correct as of the Closing DateDate (to the extent of the standard, provided that any representations if any, set forth in each representation and warranties made as of a specified date shall be true and correct as of such specified datewarranty). (b) All Closing Documents specified in Section 7 of this Agreementhereof, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreementhereof. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Seller's Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and none of the Initial Purchaser Purchasers shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser Purchasers shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. . Section 6.02 Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale and purchase of the Mortgage Loans Shares shall be held take place at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser at 2 p.m., Eastern Standard Time, January 31, 2005, or at such sooner time and location as may be agreed to close shall be subject to by the satisfaction of each of parties (the following conditions on or prior to “Closing”). At the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitationClosing, the representations and warranties set forth on Exhibit 2 to this Agreement) Sellers shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released deliver to the Purchaser one or its designee more certificates for the Shares, in negotiable form, with all documents required to be delivered to requisite stock transfer stamps or the Purchaser as funds therefore attached, together with a copy of the Closing Date pursuant to Section 2 Company’s Articles of this Agreement. (d) The result Incorporation, certified by the Delaware Department of State, and the examination Company’s by-laws, certified by its secretary; and audit performed shall make available for review by the Purchaser and its affiliates pursuant representatives the Company’s minute book, stock transfer book or ledger, and any other Company records as the Purchaser may reasonably request. Following such delivery and review, the Purchaser shall deliver to Section 3 hereof the Sellers that portion of the Purchase Price then due; and the parties shall be satisfactory thereupon cause the Company’s secretary to cancel each certificate delivered to the Purchaser and its affiliates to issue in their sole determination and the parties shall have agreed to the form and contents name of the Seller Information (as defined Purchaser one or more substitute certificates evidencing its ownership of the Shares and register such issuance and ownership in its stock transfer records. Each party shall be responsible for all other fees and costs incurred by him/it or on his/its behalf in connection with the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions negotiation of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller Closing. Upon completion of the Closing, the effective date of the transfer of the Shares shall be 8:00 a.m., December 1, 2004 (the “Effective Date”). Between the Effective Date and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees , the Sellers and expenses payable by it the Company hereby agree to operate the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class Company in the Memorandum ordinary and usual course and only in that manner. If at the Prospectus Supplement. (h) No Underwriter Closing the Sellers shall have terminated fail to tender the Underwriting Agreement and Shares, or if any of the Initial Purchaser conditions specified hereunder shall not have terminated the Certificate Purchase Agreementbeen fulfilled, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser shall, at its option, be relieved of its obligations under this Agreement without thereby waiving any rights it may have by reason of such failure or non-fulfillment. Conversely, if the Purchaser fails to purchase close the Mortgage Loans on transactions herein contemplated for any reason other than a default or breach occasioned by the Closing DateSellers under the terms hereof, the Sellers shall, at their option, be relieved of their obligations under this Agreement without thereby waiving any rights it may have by reason of such failure or non-fulfillment.

Closing. The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All The Closing will take place at Novartis Campus, Basel, Switzerland at 10:00 a.m. (local time) on the first business day following the fulfillment or waiver of the representations conditions precedent set forth in Sections 1.9(b) and warranties (c) or at such other time and place as the parties hereto may mutually agree. The date on which the Closing occurs is referred to as the “Closing Date.” Subject to the fulfillment or waiver of such conditions precedent, Sellers shall make the Seller and the Purchaser Closing deliveries specified in Section 4 1.7 and Buyer shall make the Closing deliveries specified in Section 1.8, all of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) which shall be true deemed to have occurred simultaneously and correct as none of the Closing Date, provided that any representations and warranties made as of a specified date which shall be true deemed completed unless and correct as until all of such specified datethem shall have been completed (or waived in writing by the Party entitled to performance). (b) The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the following conditions, except to the extent waived by Buyer in writing at the Closing: (i) All representations and warranties of Novartis contained in this Agreement shall be accurate in all material respects as of the Closing Documents specified with the same effect as if made on and as of such date. (ii) Novartis shall have delivered to Buyer the documents set forth in Section 7 of 1.7. (iii) There shall not have been instituted or threatened any legal proceeding (A) relating to, or seeking to prohibit or otherwise challenge this Agreement, in such forms as are agreed upon and the BCT197 Asset Purchase Agreement or the BGS649 Asset Purchase Agreement (collectively, the “Purchase Agreements”), the consummation of the transactions contemplated by any of the Purchase Agreements, or seeking to obtain substantial damages with respect to any of the Purchase Agreements, or (B) which would reasonably acceptable be expected to have a Material Adverse Effect. (iv) There shall not have been any action taken, or any law, rule, regulation, order, judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the Seller transactions contemplated by any of the Purchase Agreements, by any federal, state, local, or other governmental authority or by any court or other tribunal, including the Purchaserentry of a preliminary or permanent injunction, which would reasonably be expected to: (A) makes any of the transactions contemplated by any of the Purchase Agreements illegal or (B) imposes material limitations on the ability of any buyer under any of the Purchase Agreements to operate the Business (as applicabledefined in the respective Purchase Agreements) or to exercise full rights of ownership of the Purchased Assets (as defined in the respective Purchase Agreements). (v) The conditions precedent to the obligations of each buyer under the Purchase Agreements to consummate the transactions contemplated by the respective Purchase Agreement shall have been satisfied or waived by such buyer in writing at the Closing. (vi) There shall not have occurred any Material Adverse Effect (as defined in the respective Purchase Agreements). (vii) Novartis shall have delivered to Buyer, at or prior to the Closing, such other documents as Buyer shall be duly executed have reasonably requested to carry out the provisions of and delivered the transactions contemplated by all signatories as required this Agreement in form and substance reasonably satisfactory to Buyer. (viii) Mereo shall have received funds from subscribers for equity in Mereo, including Novartis pursuant to the respective terms thereofSubscription Agreement, in an aggregate amount not less than GBP £ 20,000,000 less the Investor Counsel Fees (as defined in the Subscription Agreement). (c) The Seller shall have delivered and released obligations of Novartis to consummate the transactions contemplated by this Agreement are subject to the Purchaser or its designee all documents required to be delivered following conditions, except to the Purchaser extent waived by Novartis in writing at the Closing: (i) All representations and warranties of Buyer contained in this Agreement shall be accurate in all material respects as of the Closing Date pursuant to Section 2 with the same effect as if made on and as of this Agreementsuch date. (dii) Buyer shall have delivered to Novartis the documents set forth in Section 1.8. (iii) There shall not have been instituted or threatened any legal proceeding relating to, or seeking to prohibit or otherwise challenge any of the Purchase Agreements, the consummation of the transactions contemplated by any of the Purchase Agreements, or seeking to obtain substantial damages with respect to any of the Purchase Agreements. (iv) There shall not have been any action taken, or any law, rule, regulation, order, judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by any of the Purchase Agreements, by any federal, state, local, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which would reasonably be expected to make any of the transactions contemplated by any of the Purchase Agreements illegal. (v) The result conditions precedent to the obligations of Novartis to consummate the transactions contemplated by each of the examination Purchase Agreements shall have been satisfied or waived by Novartis in writing at the Closing. (vi) Buyer shall have delivered to Novartis, at or prior to the Closing, such other documents as Novartis shall have reasonably requested to carry out the provisions of and audit performed the transactions contemplated by the Purchaser this Agreement in form and its affiliates substance reasonably satisfactory to Novartis. (vii) Mereo shall have received funds from subscribers for equity in Mereo, including Novartis pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates Subscription Agreement, in their sole determination and an aggregate amount not less than GBP £ 20,000,000 less the parties shall have agreed to the form and contents of the Seller Information Investor Counsel Fees (as defined in the Indemnification Subscription Agreement) to be disclosed in the Memorandum and the Prospectus Supplement). (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Loan Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. 6.1 The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham Latham & Taft Watkins LLP, One World Financial Center885 Third Avenue, New York, NY 1028▇ 10022 at 9:00 a.▇., ▇ew ▇▇▇▇ ▇:▇▇ a.m.me, ▇ew Yor▇ ▇▇▇▇, ▇▇ on ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall ▇▇▇▇▇▇▇ ▇▇▇▇l be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) 6.1.1 All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement hereof (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreementhereto) shall be true and correct as of the Closing DateDate (to the extent of the standard, provided that any representations if any, set forth in each representation and warranties made as of a specified date shall be true and correct as of such specified datewarranty). (b) 6.1.2 All Closing Documents specified in Section 7 of this Agreementhereof, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The 6.1.3 Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreementhereof. (d) 6.1.4 The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Seller's Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) 6.1.5 All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The 6.1.6 Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) 6.1.7 The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) 6.1.8 No Underwriter shall have terminated the Underwriting Agreement and none of the Initial Purchaser Purchasers shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser Purchasers shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The 6.1.9 Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. . 6.2 Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All The Closing will take place at Novartis Campus, Basel, Switzerland at 10:00 a.m. (local time) on the first business day following the fulfillment or waiver of the representations conditions precedent set forth in Sections 1.9(b) and warranties (c) or at such other time and place as the parties hereto may mutually agree. The date on which the Closing occurs is referred to as the “Closing Date.” Subject to the fulfillment or waiver of such conditions precedent, Sellers shall make the Seller and the Purchaser Closing deliveries specified in Section 4 1.7 and Buyer shall make the Closing deliveries specified in Section 1.8, all of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) which shall be true deemed to have occurred simultaneously and correct as none of the Closing Date, provided that any representations and warranties made as of a specified date which shall be true deemed completed unless and correct as until all of such specified datethem shall have been completed (or waived in writing by the Party entitled to performance). (b) The obligations of Buyer to consummate the transactions contemplated by this Agreement are subject to the following conditions, except to the extent waived by Buyer in writing at the Closing: (i) All representations and warranties of Novartis contained in this Agreement shall be accurate in all material respects as of the Closing Documents specified with the same effect as if made on and as of such date. (ii) Novartis shall have delivered to Buyer the documents set forth in Section 7 of 1.7. (iii) There shall not have been instituted or threatened any legal proceeding (A) relating to, or seeking to prohibit or otherwise challenge this Agreement, in such forms as are agreed upon and the BPS804 Asset Purchase Agreement or the BCT197 Asset Purchase Agreement (collectively, the “Purchase Agreements”), the consummation of the transactions contemplated by any of the Purchase Agreements, or seeking to obtain substantial damages with respect to any of the Purchase Agreements, or (B) which would reasonably acceptable be expected to have a Material Adverse Effect. (iv) There shall not have been any action taken, or any law, rule, regulation, order, judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the Seller transactions contemplated by any of the Purchase Agreements, by any federal, state, local, or other governmental authority or by any court or other tribunal, including the Purchaserentry of a preliminary or permanent injunction, which would reasonably be expected to: (A) makes any of the transactions contemplated by any of the Purchase Agreements illegal or (B) imposes material limitations on the ability of any buyer under any of the Purchase Agreements to operate the Business (as applicabledefined in the respective Purchase Agreements) or to exercise full rights of ownership of the Purchased Assets (as defined in the respective Purchase Agreements). (v) The conditions precedent to the obligations of each buyer under the Purchase Agreements to consummate the transactions contemplated by the respective Purchase Agreement shall have been satisfied or waived by such buyer in writing at the Closing. (vi) There shall not have occurred any Material Adverse Effect (as defined in the respective Purchase Agreements). (vii) Novartis shall have delivered to Buyer, at or prior to the Closing, such other documents as Buyer shall be duly executed have reasonably requested to carry out the provisions of and delivered the transactions contemplated by all signatories as required this Agreement in form and substance reasonably satisfactory to Buyer. (viii) Mereo shall have received funds from subscribers for equity in Mereo, including Novartis pursuant to the respective terms thereofSubscription Agreement, in an aggregate amount not less than GBP £ 20,000,000 less the Investor Counsel Fees (as defined in the Subscription Agreement). (c) The Seller shall have delivered and released obligations of Novartis to consummate the transactions contemplated by this Agreement are subject to the Purchaser or its designee all documents required to be delivered following conditions, except to the Purchaser extent waived by Novartis in writing at the Closing: (i) All representations and warranties of Buyer contained in this Agreement shall be accurate in all material respects as of the Closing Date pursuant to Section 2 with the same effect as if made on and as of this Agreementsuch date. (dii) Buyer shall have delivered to Novartis the documents set forth in Section 1.8. (iii) There shall not have been instituted or threatened any legal proceeding relating to, or seeking to prohibit or otherwise challenge any of the Purchase Agreements, the consummation of the transactions contemplated by any of the Purchase Agreements, or seeking to obtain substantial damages with respect to any of the Purchase Agreements. (iv) There shall not have been any action taken, or any law, rule, regulation, order, judgment, or decree proposed, promulgated, enacted, entered, enforced, or deemed applicable to the transactions contemplated by any of the Purchase Agreements, by any federal, state, local, or other governmental authority or by any court or other tribunal, including the entry of a preliminary or permanent injunction, which would reasonably be expected to make any of the transactions contemplated by any of the Purchase Agreements illegal. (v) The result conditions precedent to the obligations of Novartis to consummate the transactions contemplated by each of the examination Purchase Agreements shall have been satisfied or waived by Novartis in writing at the Closing. (vi) Buyer shall have delivered to Novartis, at or prior to the Closing, such other documents as Novartis shall have reasonably requested to carry out the provisions of and audit performed the transactions contemplated by the Purchaser this Agreement in form and its affiliates substance reasonably satisfactory to Novartis. (vii) Mereo shall have received funds from subscribers for equity in Mereo, including Novartis pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates Subscription Agreement, in their sole determination and an aggregate amount not less than GBP £ 20,000,000 less the parties shall have agreed to the form and contents of the Seller Information Investor Counsel Fees (as defined in the Indemnification Subscription Agreement) to be disclosed in the Memorandum and the Prospectus Supplement). (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the purchase and sale of the Mortgage Loans Unit (“Closing”) shall take place within five (5) business days after the date on which that the Seller obtains a certificate of occupancy from Bay County or other applicable governing authority (the “Governing Authority”) for the Unit (the “Closing Date”). The issuance of a certificate of occupancy by the Governing Authority shall be binding upon the parties as to whether or not said Unit has been completed. Seller shall give Purchaser at least five (5) days advance written notice of the specific Closing Date. Seller reserves the absolute right to designate Closing Agent. The closing shall be held at the offices of CadwaladerClosing Agent in Miramar Beach, Wickersham & Taft LLPFlorida unless the Seller notifies the Purchaser of an alternate location in its written notice of Closing Date. Notwithstanding anything provided in this Agreement to the contrary, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation Seller covenants and agrees that construction of the Seller Unit will be completed and a certificate of occupancy will be issued no later than two (2) years from the Purchaser to close shall be subject to the satisfaction date of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 execution of this Agreement (includingby Purchaser; provided, without limitationhowever, that the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as foregoing completion date for completion of construction of the Closing DateUnit is subject to extension in the event of any delays in construction which are caused by matters which are legally recognized as defenses to contract actions for non-performance in the State of Florida (“Extension Causes”). It is the intention of the parties that the sale contemplated by this Agreement will qualify for the exemption provided by 15 U.S.C. §1702(a)(2). It is contemplated that, provided that at the time of the Closing, there may be construction or other improvements still underway at or near the Unit. The foregoing shall not in any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to way relieve the Purchaser or its designee of responsibility to close on the Unit and to freely accept any and all documents required responsibilities and obligations undertaken at the closing. Within forty-eight (48) hours prior to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withClosing, and the Seller and the Purchaser shall have the ability right to comply have a walk thru inspection of the Unit being purchased with all terms and conditions and perform all duties and obligations required Seller or a Seller’s representative. In the event that “touch-ups” or minor repairs appear to be complied with or performed after necessary in the Closing Date. (f) The Unit, the Seller shall have paid all fees and expenses payable by it proceed to the Purchaser pursuant to Section 8 hereof. (g) remedy same as soon as practicable. The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed in any way use such need for “touch-ups” or otherwise cancelled minor repairs as grounds to defer the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing DateUnit.

Closing. The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial CenterFi▇▇▇▇▇▇▇ ▇▇nte▇, New York▇ew Yor▇, NY 1028▇▇ ▇▇▇▇▇ ▇▇ ▇:▇▇ a.m.▇.▇., ▇ew Yor▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇e Closing Date. ▇▇▇ The obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing Closing of the purchase and sale of the Mortgage Loans Transferred Assets shall be held occur at the Time of Closing on the Closing Date at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇the Purchaser at 132 ▇▇▇▇▇ ▇▇▇▇., North York, Ontario, M2N 4C4. ▇▇▇ obligation At or before the Time of Closing, upon fulfilment of all the Seller and conditions set out in Article VIII which have not been waived in writing by the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing DatePurchaser: (a) All of the representations and warranties of the Seller and The Vendor shall deliver to the Purchaser specified in Section 4 all necessary deeds, conveyances, bills of this Agreement (includingsale, without limitationassurances, transfers, assignments and any other documents necessary or reasonably required to transfer the representations Transferred Assets to the Purchaser with a good and warranties set forth on Exhibit 2 to this Agreement) shall be true marketable title, free and correct as clear of the Closing Dateall mortgages, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.liens, charges, pledges, claims, security interests or encumbrances whatsoever; (b) All Closing Documents specified The Vendor shall deliver physical possession of the Transferred Assets, including without limitation share certificates representing all of the outstanding shares of the Company duly endorsed in Section 7 of this Agreementblank for transfer and any promissory note evidencing the NEI Advance together with duly executed assignment thereof, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (c) The Seller Vendor shall have delivered take or cause to be taken by itself and released the Company all necessary or desirable actions, steps and corporate proceedings to approve or authorized validly and effectively the transfer of the Transferred Assets to the Purchaser or its designee and the execution and delivery of this Agreement and other agreements and documents contemplated hereby and shall cause all documents required necessary meetings of directors and shareholders of the Vendor and the Company to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement.held for such purpose; (d) The result Vendor shall, if and to the extent requested, cause the directors, officers and accountants of the examination and audit performed by the Purchaser and its affiliates pursuant Company to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates resign in their sole determination and the parties shall have agreed to the form and contents favour of nominees of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.Purchaser; and (e) All other terms The Vendor shall deliver to the Purchaser the Vendor's Books and conditions Records, which shall become the property of this Agreement the Purchaser. The Purchaser agrees that it will preserve the Vendor's Books and Records so delivered to it for such period as is required to be complied with on or before the Closing Date shall have been complied withby any applicable law, and will permit the Seller Vendor or its authorized representative(s) reasonable access thereto and the Purchaser shall have not destroy any of such Vendor' Books and Records either before or after such period without giving the ability Vendor opportunity to comply with all terms take back such Vendor' Books and conditions and perform all duties and obligations required to be complied with or performed after Records, but the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated be responsible or liable to the Certificate Purchase Agreement, Vendor as a result of any accidental loss or destruction of or damage to any such Vendor's Books and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing DateRecords. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center100 Maiden Lane, New York, NY 1028▇ ▇▇ New York 10038 at 1▇:▇▇ a.m.▇.▇., Ne▇ ▇ew Yor▇rk Cit▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation The Closing shall be subject to each of the following conditions: (i) all of the representations and warranties of each of the Seller and the Purchaser made pursuant to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (includingsubject, without limitationin the case of the Seller, to the representations and warranties exceptions set forth on Exhibit 2 to this Agreementin Schedule C-1 hereto) shall be true and correct in all material respects as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (bii) All Closing Documents all documents specified in Section 7 of this AgreementAgreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects the obligations of the Seller hereunder) and other documents to be delivered by or on behalf of the Purchaser, as applicableto the Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (ciii) The the Seller shall have delivered and released to the Purchaser or its designee designee, all documents documents, funds and other assets required to be delivered to the Purchaser as of thereto on or before the Closing Date pursuant to Section 2 of this Agreement.; (div) The the result of any examination of the examination Mortgage Files for, and audit any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and in its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.reasonable determination; (ev) All all other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith in all material respects, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date.; (fvi) The the Seller shall have paid received the consideration for the Mortgage Loans, as contemplated by Section 1; (vii) the Seller shall have paid, or made arrangements satisfactory to the Purchaser to pay, all fees and expenses payable by it to the Purchaser or otherwise pursuant to Section 8 hereof.this Agreement; and (gviii) The Certificates to be so rated neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class terminated in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofaccordance with its terms. Each party agrees Both parties agree to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing Closing of each Mortgage Loan Package shall take place on the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller related Closing Date and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to conditions, unless otherwise waived by the Closing Date:prejudiced party(ies): (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of Countrywide under this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing DateDate and no event shall have occurred that, provided that any with notice or the passage of time, would constitute a default under this Agreement; (b) All of the representations and warranties made as of a specified date the Purchaser under this Agreement shall be true and correct in all material respects as of such specified date.the Closing Date and no event shall have occurred that, with notice or the passage of time, would constitute a default under this Agreement; (bc) All Both parties shall have executed the related Trade Confirmation and Purchase Confirmation; (d) at least two Business Days prior to the related Closing Documents Date, Countrywide shall deliver to the Purchaser a a listing on a loan level basis of the necessary information to compute the Purchase Proceeds of the Mortgage Loans delivered on such Closing Date (including accrued interest) in a format as mutually agreed upon by Countrywide and the Purchaser, and prepare a Mortgage Loan Schedule; (e) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 7 2.12 of this Agreement, in such forms as are agreed upon and reasonably acceptable to by the Seller or the Purchaserparties, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.hereof; and (cf) The Seller Countrywide shall have delivered and released to the Purchaser or its designee Custodian all documents Collateral Documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 2.05 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ he obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing for the purchase and sale of any Mortgage Loans shall take place on (i) the Initial Closing Date with respect to the purchase and sale of the Mortgage Loans set forth on the Initial Portfolio Mortgage Loan Schedule and (ii) on the Closing Date set forth in a duly executed Commitment Letter with respect to the purchase and sale of Mortgage Loans pursuant thereto. At the Purchaser's option, any closing shall be held either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the offices parties shall agree. The closing for the purchase and sale of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser Mortgage Loans to close be purchased on any Closing Date shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) All all of the representations and warranties of the Seller and the Purchaser specified in Section 4 of under this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.Closing Date, no default shall have occurred and no event shall have occurred which, with notice or the passage of time or both, would constitute a default under this Agreement; (b) All Closing Documents the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 7 10 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereof.hereof; (c) The the Seller shall have delivered and released to the Purchaser or its designee all documents Mortgage Loan Documents with respect to each Mortgage Loan not otherwise required under the Residential Servicing Agreement to be delivered to in the Purchaser as possession of, and actually in the possession of the Closing Date pursuant to Section 2 of this Agreement.Servicer; and (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All all other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with. Subject to the foregoing conditions, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it pay to the Purchaser Seller on the applicable Closing Date the applicable Purchase Price, plus accrued interest pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase 4 of this Agreement, and neither by wire transfer of immediately available funds to the Underwriters nor account designated by the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing DateSeller. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The (a) Upon the terms and subject to the conditions of this Agreement, the closing (“Closing”) of the purchase and sale of the Mortgage Loans Purchase Shares shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ & ▇▇▇▇. ▇▇▇ obligation of , 29th Floor, Gloucester Tower, The Landmark, 15 Queen’s Road Central, Hong Kong, on December 17, 2014, or any other date and time that is agreed upon in writing by the Seller Company and the Purchaser (the “Closing Date”). At the Closing, the Purchaser shall, by wire transfer of immediately available funds to close shall be subject an account designated by the Company in writing, pay to the satisfaction Company the portion of Purchase Price it receives from the employees of the Company pursuant to the Employee Subscription Mechanism (as defined below), and the Company shall cause the Register of Members of the Company be updated to reflect the Purchase Shares being issued to the Purchaser. To the extent that the Purchase Price is not fully paid up by the Purchaser at the Closing, any outstanding payment can be made within two (2) years of the Closing; provided that, the Company shall cause the portion of the Purchase Shares for which the purchase price has not been paid be recorded as “unpaid shares” on the Company’s Register of Members. At each of the following conditions on or prior to the Closing Date: (a) All of the representations sixth-month, twelfth-month, eighteenth-month and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as twenty-fourth-month anniversary of the Closing Date, provided the Company shall cause the Register of Members of the Company be updated to reflect the portion of the Purchase Shares that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified has been paid in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to full. After the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as twenty-fourth-month anniversary of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of Date, the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser Company shall have the ability right to comply call and forfeit any unpaid Purchase Shares in accordance with all terms the provisions of its Memorandum of Association and conditions Articles of Association (as amended and perform all duties and obligations required restated from time to be complied with or performed after time, the Closing Date“M&A”). (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing Closing of this Agreement shall be conducted as follows, with the performance of the sale Parties to be mutually dependent, and all transfers deemed to have taken place simultaneously. 13.1 Subject to satisfaction or waiver of the Mortgage Loans conditions set forth in Article 10 and Article 11, the Closing of the transactions contemplated by this Agreement shall be held at occur on March 4, 2015 or, if all of the offices conditions set forth in Article 10 and Article 11 are not satisfied or waived by such date, such other date as the Parties may agree (the “Closing Date”). 13.2 At the Closing, Landmark shall deliver to OpCo: (a) such customary instruments of Cadwaladertransfer and conveyance as necessary to vest all right, Wickersham & Taft LLPtitle and interest of Landmark in and to the Assets to OpCo, One World Financial Centerincluding, New Yorkwith respect to the Membership Interest, NY 1028▇ ▇▇ ▇:▇▇ a.m.an Assignment of Membership Interests substantially in the form of Exhibit D; (b) all necessary forms and certificates complying with applicable Law, ▇ew Yor▇ ▇▇▇▇duly executed and acknowledged, ▇▇ ▇▇▇ certifying that the transactions contemplated hereby are exempt from withholding under Section 1445 of the Code and any state or local equivalent thereof; (c) copies of documents, including all leases, grants of easements and non-disturbance agreements relating to the Direct Assets and the ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of Assets, including any amendments, guarantees or other documents relating thereto; and (d) a settlement statement mutually approved by the Seller and the Purchaser Parties; and (e) each other document or instrument specified in or as may be reasonably required by this Agreement. 13.3 At Closing, OpCo shall deliver to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing DateLandmark: (a) All of the representations Purchase Price (subject to the prorations and warranties of the Seller and the Purchaser specified adjustments provided for in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.13.4; (b) All Closing Documents specified executed counterparts, if applicable, of such customary instruments of transfer and conveyance as necessary to vest all right, title and interest of Landmark in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the PurchaserAssets to OpCo, as applicableincluding, shall be duly executed and delivered by all signatories as required pursuant with respect to the respective terms thereof.Membership Interest, an Assignment of Membership Interests substantially in the form of Exhibit D; (c) The Seller shall have delivered and released to a settlement statement mutually approved by the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement.Parties; and (d) The result of the examination and audit performed each other document or instrument specified in or as may be reasonably required by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification this Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the for each purchase and sale of the Mortgage Loans Units (an “Article X Closing”) pursuant to this Article X shall be held at the offices of Cadwaladerthe Company within 30 days after the later of (i) the delivery of an Exercise Notice, Wickersham & Taft LLP(ii) in the case of Offers to Sell, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇30 days after the receipt of an acceptance of an Offer to Sell and (iii) the day that is six months and one day after such Units were first acquired by the Seller. ▇▇▇ obligation of The date on which the Seller and the Purchaser respective Article X Closing takes place is referred to close shall be subject to the satisfaction of each of the following conditions on or prior to the in this Agreement as its “Article X Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation”. At each Article X Closing, the representations parties shall execute an Assignment of Unit Agreement in form and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and substance reasonably acceptable to the Seller or purchaser and the Purchaser, as applicable, seller in such transaction and an amendment to this Agreement in accordance with Section 14.4 reflecting such transfer and the reallocated Units (including the related portion of the Capital Account). The transfer of any Units pursuant to this Section 10.10 shall be duly executed free and delivered clear of all claims, liens and encumbrances other than as created by all signatories as the provisions of this Agreement. Prior to any Article X Closing, the applicable purchaser and seller shall use their best efforts to obtain any required governmental or regulatory approval or approvals. MDC shall have the right to postpone any scheduled Article X Closing until any such governmental or regulatory approval is obtained. In connection with a sale pursuant to this Article X, the respective terms thereof. (c) The Seller transferor shall be entitled to distributions pursuant to Section 3.4 as and when declared by the Board of Managers in respect of any amounts which have delivered and released been allocated to the Purchaser or its designee all documents required to be delivered to the Purchaser transferred Units as of the day prior to the effective date of any Put or Call or, in the case of an Offer to Sell, the applicable Article X Closing Date Date, and the transferee shall be entitled to distributions pursuant to Section 2 3.4 in respect of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory any amounts which are allocated to the Purchaser transferred Units on and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the effective date or the Article X Closing Date, as the case may be. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. 6.1 The closing of the sale of the Mortgage Loans and the Linc LIC Trust B Note shall be held at the offices of Cadwalader, Wickersham & Taft Sidley Austin LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇, ▇▇▇ obligation of ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 9:00 a.m., New York time, on the Seller and the Purchaser to close Closing Date. The closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) 6.1.1 All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement hereof (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreementhereto) shall be true and correct as of the Closing DateDate (to the extent of the standard, provided that any representations if any, set forth in each representation and warranties made as of a specified date shall be true and correct as of such specified datewarranty). (b) 6.1.2 All Closing Documents specified in Section 7 of this Agreementhereof, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The 6.1.3 Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreementhereof. (d) 6.1.4 The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Seller’s Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum Free Writing Prospectus, the Preliminary Memoranda, the Final Memoranda and the Prospectus Supplement. (e) 6.1.5 All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The 6.1.6 Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) 6.1.7 The Private Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than received the ratings specified for each such Class indicated in the Memorandum Final Memoranda, and the Prospectus SupplementPublic Certificates shall have received the ratings indicated in the Free Writing Prospectus. (h) 6.1.8 No Underwriter shall have terminated the Underwriting Agreement and none of the Initial Purchaser Purchasers shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have Agreement or suspended, delayed or otherwise cancelled the Closing Date. (i) The 6.1.9 Seller shall have received the purchase price for the Mortgage Loans and the Linc LIC Trust B Note pursuant to Section 1 hereof. . 6.2 Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans and the Linc LIC Trust B Note on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇Sidley ▇▇▇▇▇▇ ▇▇▇▇. ▇ & ▇▇▇▇ obligation of LLP on the Seller and the Purchaser to close Closing Date. The Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser specified set forth in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (b) All Closing Documents documents specified in Section 7 6 of this AgreementAgreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicablethe Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (c) The Seller shall have delivered and released to the Purchaser Trustee (or a Custodian on its designee behalf) and the Master Servicer, respectively, all documents represented to have been or required to be delivered to the Purchaser as of Trustee and the Closing Date Master Servicer pursuant to Section 2 of this Agreement.; (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, with in all material respects and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (fe) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to Section 8 hereof.this Agreement as of the Closing Date; (f) One or more letters from the independent accounting firm of Ernst & Young LLP, in form satisfactory to the Purchaser and relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, respectively; and (g) The Certificates to be so rated Seller shall have been assigned ratings by each Rating Agency no lower than executed and delivered concurrently herewith that certain Indemnification Agreement, dated as of December 1, 2005, among the ratings specified for each such Class in Seller, Countrywide Commercial Real Estate Finance, Inc., KeyBank National Association, IXIS Real Estate Capital Inc., the Memorandum and Purchaser, the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement Underwriters and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofPurchasers. Each party agrees Both parties agree to use its their best reasonable efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing Closing of this Agreement shall be conducted as follows, with the performance of the sale Parties to be mutually dependent, and all transfers deemed to have taken place simultaneously. 13.1 Subject to satisfaction or waiver of the Mortgage Loans shall be held at conditions set forth in Article 10 and Article 11, the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation Closing of the Seller and the Purchaser to close transactions contemplated by this Agreement shall be subject to the satisfaction of each occur on July 21, 2015 or, if all of the following conditions on set forth in Article 10 and Article 11 are not satisfied or prior to waived by such date, such other date as the Parties may agree (the “Closing Date”). 13.2 At the Closing, Landmark shall deliver to OpCo: (a) All such customary instruments of transfer and conveyance, including the representations Assignment and warranties Assumption Agreements, as necessary to vest all right, title and interest of Landmark in and to the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 Assets to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.OpCo; (b) All Closing Documents specified in Section 7 of this Agreementall necessary forms and certificates complying with applicable Law, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to acknowledged, certifying that the respective terms transactions contemplated hereby are exempt from withholding under Section 1445 of the Code and any state or local equivalent thereof.; (c) The Seller shall have delivered copies of documents, including all leases, grants of easements and released non-disturbance agreements relating to the Purchaser Assets, including any amendments, guarantees or its designee all other documents relating thereto; (d) a settlement statement mutually approved by the Parties; and (e) each other document or instrument specified in or as may be reasonably required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of by this Agreement. 13.3 At Closing, OpCo shall deliver to Landmark: (a) the Purchase Price (subject to the prorations and adjustments provided for in Section 13.4); (b) executed counterparts, if applicable, of such customary instruments of transfer and conveyance, including the Assignment and Assumption Agreements, as necessary to vest all right, title and interest of Landmark in and to the Assets to OpCo; (c) a settlement statement mutually approved by the Parties; and (d) The result of the examination and audit performed each other document or instrument specified in or as may be reasonably required by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification this Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. (a) The closing obligation of each of the sale of Zhou Parties to consummate the Mortgage Loans shall be held at Closing is subject to the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇satisfaction or waiver by ▇▇. ▇▇▇▇ obligation at or prior to the Closing Date of the Seller following conditions: (i) the representations and warranties of the Purchaser to close Shen Parties set forth in this Agreement shall be subject true and correct in all material respects as of the date hereof and as of the Closing Date as though made on or as of such date, except to the satisfaction extent any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date, (ii) ▇▇. ▇▇▇▇ has received all closing deliveries from the Shen Parties under Section 2.4, and (iii) each of the following conditions on Shen Parties has performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date:. (ab) All The obligation of each of the Shen Parties to consummate the Closing is subject to the satisfaction or waiver by ▇▇. ▇▇▇▇ at or prior to the Closing Date of the following conditions: (i) the representations and warranties of the Seller and the Purchaser specified Zhou Parties set forth in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the date hereof and as of the Closing Date, provided that any representations and warranties Date as though made on or as of a specified date such date, except to the extent any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be so true and correct as of such specified earlier date. , (bii) All Closing Documents specified in ▇▇. ▇▇▇▇ has received all closing deliveries from the Zhou Parties under Section 7 of this Agreement2.3, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (ciii) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as each of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit Zhou Parties has performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform material respects all duties and obligations required to be complied with performed by it under this Agreement at or performed after prior to the Closing Date. (fc) The Seller shall have paid all fees and expenses payable by it Subject to the Purchaser pursuant satisfaction or waiver of the closing conditions set forth in this Section 2.2, the consummation of the Share Exchange (the “Closing”) shall take place electronically on March 30, 2018 or at such other date and time as the Parties may mutually agree upon in writing (the “Closing Date”). The Closing may be accomplished by facsimile or email (in PDF format) transmission to Section 8 hereof. (g) the Parties of the requisite documents, duly executed where required, delivered upon actual confirmed receipt. The Certificates Parties acknowledge and agree that all transactions occurring at the Closing shall be deemed to be so rated taken, and all documents to be executed and delivered by all Parties at the Closing shall be deemed to have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum executed and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreementdelivered, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans simultaneously on the Closing Date, and no proceedings shall be deemed taken nor any document executed or delivered until all have been taken, executed and delivered.

Closing. (a) The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser Puyi to close shall be the transactions contemplated by this Agreement (the “Closing”) is subject to the satisfaction of each of the following conditions on or waiver by Puyi at or prior to the Closing Date: Date of (ai) All of the representations and warranties of the Seller and the Purchaser specified Fanhua Parties set forth in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations date hereof and warranties made as of a specified date the Closing Date as though made on or as of such date, except (X) to the extent any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such specified earlier date, and (Y) the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement (notwithstanding the foregoing, the representations and warranties set forth in Section 4.4(a) shall be true and correct in all material respects), (ii) ▇▇▇▇ has received all closing deliveries from the Fanhua Parties under Section 2.4, and (iii) the Fanhua Parties have performed in all material respects all obligations required to be performed by them under this Agreement at or prior to the Closing Date. (b) All The obligation of the Fanhua Parties to the Closing Documents specified is subject to the satisfaction or waiver by the Fanhua Parties at or prior to the Closing Date of (i) the representations and warranties of the Puyi set forth in this Agreement shall be true and correct as of the date hereof and as of the Closing Date as though made on or as of such date, except (X) to the extent any such representation and warranty expressly speaks as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date, and (Y) the failure of such representations and warranties to be true and correct, individually or in the aggregate, has not had and would not reasonably be expected to prevent, materially delay or materially impede the consummation of the transactions contemplated by this Agreement (notwithstanding the foregoing, the representations and warranties set forth in Section 7 of 3.4(a) shall be true and correct in all material respects), (ii) the Fanhua Parties have received all closing deliveries from Puyi under Section 2.3, and (iii) Puyi has performed in all material respects all obligations required to be performed by it under this Agreement, in such forms as are agreed upon and reasonably acceptable Agreement at or prior to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereofClosing Date. (c) The Seller Closing shall have delivered take place at the offices of Sidley Austin, 39/F, Two Int’l Finance Centre, Central, Hong Kong, on December 29, 2023 or as soon as possible thereafter (the “Closing Date”) (or at such other date and released time as the Parties may mutually agree upon in writing). The Closing may be accomplished by email (in PDF format) transmission to the Purchaser or its designee all documents required respective offices of legal counsel for the Parties of the requisite documents, duly executed where required, delivered upon actual confirmed receipt, with originals to be delivered to the Purchaser as of thereafter. The Parties acknowledge and agree that all transactions occurring at the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) deemed to be disclosed in the Memorandum taken, and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required all documents to be complied with on or before executed and delivered by all Parties at the Closing Date shall be deemed to have been complied withexecuted and delivered, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans simultaneously on the Closing Date, and no proceedings shall be deemed taken nor any document executed or delivered until all have been taken, executed and delivered.

Closing. The closing At or prior to the Pricing, the parties shall take all actions necessary to prepare to (i) effect the Merger (including, if permitted by applicable state law, the filing with the appropriate state authorities of the sale Articles of Merger which shall become effective at the Effective Time of the Mortgage Loans Merger) and (ii) effect the conversion and delivery of shares referred to in Sections 2 and 3 hereof; provided, that such actions shall not include the actual completion of the Merger or the conversion and delivery of the shares and certified check(s) or the initiation of wire transfers referred to in Section 3 hereof, each of which actions shall only be held taken upon the Funding and Consummation Date. In the event that there is no Funding and Consummation Date and this Agreement terminates, PARENT covenants and agrees to do all things required by Delaware law and all things which counsel for the COMPANY advise PARENT are required by applicable laws of the State of Texas in order to rescind the merger contemplated by the filing of the Articles of Merger as described in this Section. The taking of the actions described in clauses (i) and (ii) above (the "Closing") shall take place on the closing date (the "Closing Date") at the offices of CadwaladerBracewell & Patterson, Wickersham & Taft LLPL.L.P., One World Financial Center, New York, NY 1028▇ South Tower ▇▇▇▇▇▇▇▇ Place, 711 Louisiana, Suite 2900, Hous▇:▇▇ a.m.▇, ▇ew Yor▇▇▇▇ ▇▇▇▇, ▇. ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇. ▇▇▇ obligation ▇▇▇▇▇▇on Date, (x) the Articles of Merger shall be or shall have been filed with the appropriate state authorities so that they shall be effective as early as practicable on the Funding and Consummation Date and the Merger shall thereby be effected, (y) all transactions contemplated by this Agreement, including the conversion and delivery of shares, the delivery of a certified check or checks or the initiation of a wire transfer or transfers in an amount equal to the cash portion of the Seller and consideration which the Purchaser to close STOCKHOLDERS shall be subject entitled to receive pursuant to the satisfaction of each Merger and (z) the closing with respect to the IPO shall occur and be deemed to be completed. The date on which the actions described in the preceding clauses (x), (y) and (z) occurs shall be referred to as the "Funding and Consummation Date." Except as otherwise provided in Section 12, during the period from the Closing Date to the Funding and Consummation Date, this Agreement may only be terminated by the parties if the underwriting agreement in respect of the following conditions on or prior IPO is terminated pursuant to the Closing Date: (a) All terms of such agreement. This Agreement shall in any event terminate if the representations Funding and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as Consummation Date has not occurred within 15 business days of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as . Time is of the Closing Date pursuant to Section 2 of this Agreementessence. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ 227 West Tr▇▇▇ ▇:▇▇▇▇▇, S▇▇▇▇ a.m.2400, ▇ew Yor▇ ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇▇▇▇▇▇▇ obligation of ▇▇▇▇, ▇▇ the Seller and the Purchaser to close Closing Date. The Closing shall be subject to the satisfaction of each of the following conditions on conditions, which can only be waived or prior to modified by mutual consent of the Closing Date:parties hereto. (ai) All of the representations and warranties of the Seller and of the Purchaser specified in Section Sections 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) 5 hereof shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (bii) All Closing Documents documents specified in Section 7 8 of this AgreementAgreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicablePurchaser and Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (ciii) The Seller shall have delivered and released to the Purchaser Purchaser, the Trustee or its designee a Custodian, or the Master Servicer shall have received to hold in trust pursuant to the Pooling and Servicing Agreement, as the case may be, all documents and funds required to be so delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement.Sections 2(c), 2(d) and 2(e) hereof; (div) The result of any examination of the examination Mortgage Files and audit Servicing Files for the Mortgage Loans performed by or on behalf of the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and in its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.reasonable determination; (ev) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (fvi) The Seller (or an affiliate thereof) shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise pursuant to Section 8 hereof.this Agreement; and (gvii) The Certificates to be so rated Neither the Certificate Purchase Agreement nor the Underwriting Agreement shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class terminated in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofaccordance with its terms. Each party agrees Both parties agree to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇ obligation of & ▇▇▇▇, LLP, 2 World Financial Center, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Seller and the Purchaser to close Closing Date. The Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement, and all of the representations and warranties of the Purchaser specified set forth in Section 4 of this Agreement (includingAgreement, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (b) Insofar as it affects the obligations of the Seller hereunder, the Pooling and Servicing Agreement shall be in a form mutually acceptable to the Purchaser and the Seller; (c) All Closing Documents documents specified in Section 7 8 of this AgreementAgreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (cd) The Seller shall have delivered and released to the Purchaser Trustee (or a Custodian on its designee behalf), the Master Servicer and the Special Servicer all documents and funds required to be delivered to the Purchaser as of Trustee, the Closing Date Master Servicer and the Special Servicer, respectively, pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.; (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith in all material respects, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to Section 8 hereof.this Agreement; and (g) The Certificates to be so rated Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class terminated in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofaccordance with its terms. Each party agrees All parties hereto agree to use its their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The On the terms and subject to the conditions set forth in this Agreement, the closing of the sale of Merger and the Mortgage Loans transactions contemplated by this Agreement (the “Closing”) shall be held consummated immediately prior to the Effective Time by the exchange of signatures by PDF or other electronic transmission or, if such exchange is not practicable, at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ Eversheds ▇▇▇▇▇▇▇▇▇▇ (US) LLP, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇, ▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ obligation ▇▇▇▇▇, at 10:00 a.m. local time, on the second Business Day following the satisfaction or waiver of the Seller and conditions set forth in Article 5 hereof (other than conditions which by their terms are to be performed at the Purchaser to close Closing, provided that such conditions are satisfied at the Closing); provided that in no event shall be subject the Closing take place prior to the satisfaction of each of fifth Business Day following the following conditions date hereof unless otherwise agreed in writing by ▇▇▇▇▇▇ and Sellers Representative. The date on or which the Closing shall occur is referred to herein as the “Closing Date.” On the Business Day immediately prior to the Closing Date: (a) All , Parent and Company shall conduct a pre-Closing at the same location as the Closing, commencing at 10:00 a.m. local time, at which each party shall present for review by the other parties copies in execution form of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered by such party at the Closing. At the Closing, (i) Parent and Merger Sub shall deliver to the Purchaser as Sellers and Company all of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination certificates, instruments and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement documents required to be complied with on or before delivered by such Person under Section 5B in order for the Closing Date conditions of Sellers and Company to be satisfied, (ii) Sellers and Company shall have been complied withdeliver to Parent and Merger Sub all of the certificates, instruments and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations documents required to be complied with or performed after delivered by such Person under Section 5A in order for the Closing Date. (f) The Seller shall have paid all fees conditions of Parent and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates Merger Sub to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplementsatisfied. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing obligation of the sale of the Mortgage Loans shall be held an Investor to purchase Series D Units at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall be Closing is subject to the fulfillment to the satisfaction of such Investor at or prior to the Closing of each of the following conditions: (a) Each of the representations and warranties of the Company contained in Article VII shall be true, correct and complete on and as of the Closing Date as though then made, except for such representations and warranties which expressly speak as of a certain date, which representations and warranties shall be true, correct and complete in all material respects as of the date specified; (b) All covenants, agreements and conditions contained in this Agreement to be performed or complied with by the Company on or prior to the Closing Date shall have been performed or complied with; (c) On or prior to the Closing Date, any authorizations, consents, approvals or permits of any Governmental Authority that are required by law in connection with the lawful sale and issuance of the Series D Units, and the consummation of the transactions contemplated by this Agreement and each of the Transaction Documents, shall have been duly obtained by the Company and shall be effective on and as of the Closing Date, except for any notice filings pursuant to Regulation D under the Securities Act and pursuant to applicable state securities laws not required to be made on or prior to the Closing Date; (d) No Event of Noncompliance (as defined in Series D Certificate of Designation), or event which with notice or lapse of time or both would constitute such an event, shall have occurred; and (e) The Company shall have delivered to the Investors each of the following: (ai) All Stamped filed copy of the representations and warranties Certificate of Incorporation, as amended to date including evidence of the Seller filing of the Second Amended Series A Designation, the Amended Series B Designation, the Amended Series C and the Purchaser specified in Section 4 Series D Certificate of this Agreement Designation relating to the Series D Preferred Stock; (includingii) Certificate of Good Standing and Certificate of Status of the Company, without limitationas applicable, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct issued as of a recent date by the Secretary of State of the States of Delaware and Florida; (iii) Certificate of the Chief Executive Officer or the President of the Company, dated the Closing Date, provided to the effect that any representations and warranties made as of a the conditions specified date shall be true and correct as of such specified date.in Sections 3.1(a) through 3.1(d) have been satisfied fully; (biv) All Certificate of the Secretary or an Assistant Secretary of the Company, dated the Closing Documents specified in Section 7 of this AgreementDate, in such forms as are agreed upon form and substance reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser Investors, as to: (A) no amendments to the Certificate of Incorporation since the date of certification referenced in Section 3.1(e)(i) above; (B) the A&R By-laws; (C) the resolutions duly adopted by the Board authorizing and its affiliates in their sole determination approving, as appropriate, the execution, delivery and performance of this Agreement and each of the Transaction Documents to which the Company is a party and the parties shall have agreed to transactions contemplated hereby and thereby, including the form issuance, sale and contents delivery of the Seller Information Series D Units and the reservation for issuance of the Conversion Common Shares; (D) resolutions duly adopted by a majority of the stockholders of the Company approving the Second Amended Series A Designation, the Amended Series B Designation, the Amended Series C Designation and the Series D Designation; and (D) the incumbency and signatures of the officers of the Company authorized to execute and deliver this Agreement and any of the Transaction Documents to which the Company is a party; (v) stock certificates representing the Series D Preferred Shares, duly executed by the Company and registered in the names of the Investors (or their nominees); (vi) its executed counterpart to this Agreement; (vii) the Series D Warrant Agreement, duly executed by the Company, together with Warrant Certificates (as defined in the Indemnification Series D Warrant Agreement) to be disclosed ), duly executed by the Company and registered in the Memorandum and names of the Prospectus Supplement.Investors (or their nominees); (eviii) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withSecond A&R Securityholders’ Agreement, duly executed by the Company, the Investors, and the Seller holders of at least a majority of the outstanding shares of Common Stock on a fully-diluted basis (including a majority of the Other Preferred Stock voting as a separate class and on a fully-diluted and as converted basis); (ix) the A&R Registration Rights Agreement, duly executed by the Company, the holders of a majority of the Registrable Securities (as defined in the Registration Rights Agreement) and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.Investors; (fx) The Seller shall have paid all fees the A&R Series B Warrant Agreement, duly executed by the Company and expenses payable at least a majority of the holders of the Series B Warrants; (xi) the A&R Series C Warrant Agreement, duly executed by it the Company and at least a majority of the holders of the Series C Warrants; and (xii) such other documents, instruments, approvals or opinions relating to the Purchaser pursuant to Section 8 hereoftransactions contemplated by this Agreement as the Investors may reasonably request. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. 6.1 The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham Latham & Taft Watkins LLP, One World Financial Center885 Third Avenue, New York, NY 1028▇ ▇▇ ▇:▇▇ 10022 at 9:00 a.m., ▇ew ▇▇ Yor▇ ▇▇▇▇, ▇▇ ▇▇on th▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall be ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇ subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) 6.1.1 All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement hereof (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreementhereto) shall be true and correct as of the Closing DateDate (to the extent of the standard, provided that any representations if any, set forth in each representation and warranties made as of a specified date shall be true and correct as of such specified datewarranty). (b) 6.1.2 All Closing Documents specified in Section 7 of this Agreementhereof, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The 6.1.3 Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreementhereof. (d) 6.1.4 The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Seller's Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) 6.1.5 All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The 6.1.6 Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) 6.1.7 The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) 6.1.8 No Underwriter shall have terminated the Underwriting Agreement and none of the Initial Purchaser Purchasers shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser Purchasers shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The 6.1.9 Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. . 6.2 Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center100 Maiden Lane, New York, NY 1028▇ 10038 at 9:00 a.▇., ▇▇▇ ▇:▇▇ a.m., ▇ew Yor▇ rk ▇▇▇▇, ▇▇ ▇on t▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation ▇bligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Seller's Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of CadwaladerOrrick, Wickersham Herrington & Taft Sutcliffe LLP, One World Financial Center666 Fifth Avenue, New YorkYor▇, NY 1028▇▇▇ Yo▇▇ ▇▇▇▇▇ ▇t 10:▇▇ a.m.▇.▇., New Yo▇ew Yor▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (ai) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) herein shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date the Aggregate Cut-off Date Balance shall be true and correct as within the range permitted by Section 1 of such specified date.this Agreement; (bii) All Closing Documents documents specified in Section 7 of this Agreement8 (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (ciii) The Mortgage Loan Seller shall have delivered and released to the Trustee, the Purchaser or its designee the Purchaser's designee, as the case may be, all documents and funds required to be so delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement.2; (div) The result of any examination of the examination Mortgage Files and audit Servicing Files performed by or on behalf of the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and in its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.determination; (ev) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (fvi) The Mortgage Loan Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser pursuant to Section 8 hereof.this Agreement; and (gvii) The Certificates to be so rated Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class terminated in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofaccordance with its terms. Each party agrees Both parties agree to use its their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. (a) The closing Closing of the sale of the Mortgage Loans transactions contemplated by this Agreement shall be held take place at the offices of CadwaladerPurchaser, Wickersham & Taft LLPor at such other place as may be mutually agreed upon by the parties hereto, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation following satisfaction (or waiver thereof) of all of the Seller conditions set forth in Sections 6 and 7 hereof at a date established by the Purchaser to close which shall be subject to no later than the satisfaction of each second anniversary of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 date of this Agreement (including, without limitationthe "Closing Date"). Notwithstanding the preceding, the representations and warranties set forth on Exhibit 2 Purchaser may, in its sole discretion, elect to this Agreement) shall be true and correct as purchase portions of the Shares at various dates within the two-year period commencing on the date hereof. In that event there will be more than one closing date and each event that is to occur on the Closing Date, provided that any representations and warranties made Date shall occur on each date set by the Purchaser as the closing date with respect to the pro rata number of a specified date shall be true and correct as of Shares being purchased on such specified date. (b) All Closing Documents specified At the Closing: (i) Each of the Sellers (except as otherwise indicated below) will deliver to the Purchaser: (A) certificates representing the number of Shares set forth opposite the name of such Seller on Exhibit A hereto, duly endorsed (or accompanied by duly executed stock powers), with signatures guaranteed by a commercial bank or by a member firm of the New York Stock Exchange, for transfer to the Purchaser; and (B) a certificate executed by such Seller to the effect that each of such Seller's representations and warranties in Section 7 this Agreement was true and correct in all material respects as of the date of this Agreement, Agreement and is true and correct in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser material respects as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans if made on the Closing Date, and that such Seller has performed all acts, obligations and conditions required to be performed by such Seller at or prior to the Closing (collectively, the "Sellers' Certificates"). (ii) The Purchaser will deliver to the Sellers: (A) the Purchase Price in the respective amounts set forth opposite the name of each Seller on Exhibit A hereto by wire transfer to an account specified by such Seller or by such other method as the Purchaser and each Seller may agree; and (B) a certificate executed by the Purchaser to the effect that each of the Purchaser's representations and warranties in this Agreement was true and correct in all material respects as of the date of this Agreement and is true and correct in all material respects as of the Closing Date as if made on the Closing Date, and that the Purchaser has performed all acts, obligations and conditions required to be performed by it at or prior to the Closing (the "Purchaser's Certificate").

Closing. 9.1 The closing of the purchase and sale of the Mortgage Loans hereunder shall be held closed on or before sixty (60) days following the Effective Date, on the date and at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇time and place designated by ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇▇ obligation by not less than three (3) days' written notice to Seller (the “Closing”). The date of the Seller and the Purchaser to close shall be Closing is subject to the satisfaction of each of the following conditions on or prior to extension as provided in Article 13. 9.2 At the Closing Dateeach party shall execute and deliver all documents reasonably necessary to effect and complete the Closing, including without limitation the documents referred to in this Article. 9.3 At the Closing, Seller shall execute and deliver to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ the following: (a) All A general warranty deed meeting the requirements of the representations Section 1.2, in a form reasonably satisfactory to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.its title insurer; (b) All Closing Documents specified An owner’s affidavit and all other bonds and documentation in Section 7 of this Agreement, in such forms as are agreed upon form and substance reasonably acceptable satisfactory to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant permit ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ title insurer to the respective terms thereofissue an owner’s title insurance policy. (c) The Appropriate certificates and/or affidavits indicating that Seller shall have delivered and released to the Purchaser is not a foreign citizen or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement.entity; (d) The result of the examination A Closing Statement, itemizing and audit performed by the Purchaser approving all receipts and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates disbursements made in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.connection with Closing; (e) Appropriate standard form lien waivers with respect to the Property; (f) A certificate, in a form reasonably requested by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, evidencing compliance with pre-Closing covenants, conditions, warranties, and representations; and (g) Such other documents reasonably necessary to effect and complete the Closing. 9.4 At Closing, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall execute and deliver to Seller the following: (a) The purchase price in accordance with Article 2 (with credit for the ▇▇▇▇▇▇▇ Money); (b) A Closing Statement, itemizing and approving all receipts and disbursements made in connection with Closing; (c) A certificate, in a form reasonably requested by Seller, evidencing compliance with pre-Closing covenants, conditions, warranties, and representations; and (d) Such other documents reasonably necessary to effect and complete the Closing. 9.5 Seller shall pay any transfer tax, stamp tax, deed tax, grantor's tax, or other tax payable in connection with the transfer of the Property. 9.6 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall pay all costs of recording the deed and all other documents related to this transaction. 9.7 Ad valorem taxes on the Property for the calendar year in which the Closing occurs shall be prorated as of the end of the day of Closing. If tax bills have not been issued for the year of Closing, taxes shall be prorated based on the previous year's tax ▇▇▇▇, with a reproration following receipt of the new tax bills. All other terms income received and conditions expenses incurred with respect to the Property shall also be prorated as of this Agreement required the date of Closing, with appropriate payments or credits being made at Closing. Seller shall deliver possession of the Property to be complied with ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Datedate of Closing. 9.8 The ▇▇▇▇▇▇▇ Money shall be paid by the Title Company to Seller at closing (f) The Seller with credit given to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ against the purchase price). 9.9 Each party shall have paid all pay its own attorneys’ fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting connection with this Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Datecontemplated hereunder. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇. , ▇▇▇ obligation of ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Seller and the Purchaser to close Closing Date. The Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (ai) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) herein shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date the Aggregate Cut-off Date Balance shall be true and correct as within the range permitted by Section 1 of such specified date.this Agreement; (bii) All Closing Documents documents specified in Section 7 of this Agreement8 (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (ciii) The Seller shall have delivered and released to the Trustee, the Purchaser or its designee the Purchaser's designee, as the case may be, all documents and funds required to be so delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement.2; (div) The result of any examination of the examination Mortgage Files and audit Servicing Files performed by or on behalf of the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and in its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.determination; (ev) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (fvi) The Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser pursuant to Section 8 hereof.this Agreement; and (gvii) The Certificates to be so rated Neither the Underwriting Agreement nor either of the Certificate Purchase Agreements shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class terminated in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofaccordance with its terms. Each party agrees Both parties agree to use its their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing Closing of this Agreement shall be conducted as follows, with the performance of the sale Parties to be mutually dependent, and all transfers deemed to have taken place simultaneously. 13.1 Subject to satisfaction or waiver of the Mortgage Loans shall be held at conditions set forth in Article 10 and Article 11, the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation Closing of the Seller transactions contemplated by this Agreement shall occur on November 18, 2015 or, if all of the conditions set forth in Article 10 and Article 11 are not satisfied or waived by such date, such other date as the Purchaser to close Parties may agree (the “Closing Date”). 13.2 At the Closing, Fund C shall be subject deliver to the satisfaction of each of the following conditions on or prior to the Closing DatePartnership: (a) All such customary instruments of transfer and conveyance, including the representations Assignment Agreement, as necessary to vest all right, title and warranties interest of Fund C in and to the Seller and Membership Interest to the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.Partnership; (b) All Closing Documents specified in Section 7 of this Agreementall necessary forms and certificates complying with applicable Law, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to acknowledged, certifying that the respective terms transactions contemplated hereby are exempt from withholding under Section 1445 of the Code and any state or local equivalent thereof.; (c) The Seller shall have delivered copies of documents, including all leases, grants of easements and released non-disturbance agreements relating to the Purchaser Assets, including any amendments, guarantees or its designee all other documents required to be delivered relating thereto; (d) a settlement statement mutually approved by the Parties; (e) the executed counterpart to the Purchaser Credit Facility Amendment Agreement and other ancillary agreements thereto; (f) an executed payoff letter from the administrative agent under the Fund C Facility, evidencing the payoff of all indebtedness under the Fund C Facility, the release of liens, and authorizing the filing of UCC-3 termination statements; and (g) each other document or instrument specified in or as of the Closing Date pursuant to Section 2 of may be reasonably required by this Agreement. 13.3 At Closing, the Partnership shall deliver to Fund C: (a) the Units, in certificated or book-entry form; (b) the Cash Consideration, in immediately available funds to an account or accounts designated by Fund C; (c) the executed counterpart to the Credit Facility Amendment Agreement and other ancillary agreements thereto; (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory executed counterpart to the Purchaser Assignment Agreement, necessary to vest all right, title and its affiliates interest of Fund C in their sole determination and the parties shall have agreed to the form and contents of Membership Interest to the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.Partnership, (e) All other terms the Assignment Agreement necessary to vest all right, title and conditions interest of this Agreement required the Partnership in and to be complied with on or before the Closing Date shall have been complied withMembership Interest to OpCo, and such other customary instruments of transfer and conveyance, including, if requested by the Seller partnership, the Assignment and Assumption Agreement between LD 8 and Landmark Infrastructure Asset OpCo LLC, necessary to vest all right, title and interest of LD 8 in and to certain of the Purchaser shall have the ability Assets to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.Landmark Infrastructure Asset OpCo LLC; (f) The Seller shall have paid all fees and expenses payable a settlement statement mutually approved by it to the Purchaser pursuant to Section 8 hereof.Parties; and (g) The Certificates to each other document or instrument specified in or as may be so rated shall have been assigned ratings reasonably required by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplementthis Agreement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of CadwaladerSidley & Austin, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇. , ▇▇▇ obligation of ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Seller and the Purchaser to close Closing Date. The Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (ai) All all of the representations and warranties of the Seller and the Purchaser specified in made pursuant to Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (bii) All Closing Documents all documents specified in Section 7 of this AgreementAgreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects to obligations of the Seller or hereunder), to the Purchaser, as applicableSeller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (ciii) The the Seller shall have delivered and released to the Purchaser or its designee designee, all documents documents, funds and other assets required to be delivered to the Purchaser as of the Closing Date thereto pursuant to Section 2 of this Agreement.; (div) The the result of any examination of the examination Mortgage Files for, and audit any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and in its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.reasonable determination; (ev) All all other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith in all material respects, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (fvi) The the Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to Section 8 hereof.this Agreement; and (gvii) The Certificates to be so rated neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class terminated in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofaccordance with its terms. Each party agrees Both parties agree to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center100 Maiden Lane, New York, NY 1028▇ 10038 at 9:00 a.▇., ▇▇▇ ▇:▇▇ a.m., ▇ew Yor▇ rk ▇▇▇▇, ▇▇ ▇on t▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation ▇bligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. (j) The Master Servicer and Seller shall have entered into an Primary Servicing Agreement. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing 4.1 Prior to Closing, the Subscriber agrees to deliver to the Issuer: (a) this duly completed and executed Agreement, including all applicable Schedules hereto and Appendices thereto; and (b) the aggregate subscription funds subscribed for under this Agreement in accordance with the Instructions on the Cover Page or payment of the sale same amount in such other manner as is acceptable to the Issuer. If payment is made in a currency other than Canadian dollars, the Subscriber acknowledges and agrees that it shall be responsible to make up for any deficiency in the payment of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation aggregate subscription price as a result of the Seller exchange of such funds into Canadian dollars. 4.2 The Subscriber acknowledges and agrees that the Purchaser to close shall be offer, sale and issuance of the Shares as contemplated by this Subscription Agreement is subject to the satisfaction of each of to, among other things, the following conditions being fulfilled or performed on or prior to before the Closing Date, which conditions are for the exclusive benefit of the Issuer and may be waived, in whole or in part, by the Issuer in its sole discretion: (a) All the Subscriber, on or before the Closing Date, delivering the following in accordance with the terms and instructions set-out in this Agreement: (i) a fully completed and executed copy of this Subscription Agreement; and (ii) the aggregate subscription funds. (b) the offer, sale and issuance of the Shares by the Issuer to the Subscriber being exempt from the requirements as to the filing of a prospectus and as to the preparation of an offering memorandum or similar document contained in any statute, regulation, instrument, rule or policy applicable to the sale of the Shares or upon the issue of such orders, consents or approvals as may be required to permit such sale without the requirement of filing a prospectus or delivering an offering memorandum or similar document; (c) the Issuer obtaining all orders, permits, approvals, waivers, consents, licenses or similar authorizations under Applicable Securities Laws necessary to complete the offer, sale and issuance of the Shares; and (d) the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be Subscriber having been true and correct as of the Closing Date, provided that any representations date of this Subscription Agreement and warranties made as of a specified date shall be being true and correct as at the time of such specified dateClosing. (b) All Closing Documents specified in Section 7 of this Agreement4.3 On request by the Issuer, in such forms the Subscriber agrees to complete and deliver any other documents, questionnaires, notices and undertakings as are agreed upon may possibly be required by regulatory authorities, stock exchanges and reasonably acceptable Applicable Securities Laws to complete the Seller or the Purchaser, as applicable, shall be duly executed and delivered transactions contemplated by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with 4.4 Closing will occur on or before the Closing Date shall have been complied with, and at which time certificates or DRS statements representing the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to Shares will be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it available against payment of funds for delivery to the Purchaser pursuant to Section 8 hereofSubscriber as the Subscriber will instruct. The Subscriber hereby waives receiving any prior notice of Closing. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. (a) The closing (the “Closing”) of the sale of Subject Transactions shall take place on the Mortgage Loans shall be held date hereof, at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇, ▇▇▇▇▇ obligation ▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, or via e-mail, conference call and facsimile, effective concurrently with the execution of this Agreement (the “Closing Date”). (b) At the Closing, each Shareholder shall: (i) deliver to the Buyer stock certificate(s) with appropriate transfer stamps, if any, affixed thereto, representing the Shares owned by such Shareholder with appropriate stock powers duly endorsed in blank or accompanied by other duly executed instruments of transfer; (ii) deliver to the Buyer customary transfer documentation, including bills of sale, in order to vest in Buyer all of the Seller Shareholders’ right, title and the Purchaser to close shall be subject interest in and to the satisfaction of each of the following conditions Assets; (iii) deliver all other documents required to be delivered by such Shareholder on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of Date pursuant to this Agreement (including, without limitation, or any Ancillary Agreement to which such Shareholder is or is required to be a party pursuant to the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 terms of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller At the Closing, the Companies shall have delivered and released deliver to the Purchaser or its designee Buyer all documents required to be delivered by the Companies at the Closing pursuant to this Agreement or any Ancillary Agreement to which any Company is or is required to be a party pursuant to the Purchaser as of the Closing Date pursuant to Section 2 terms of this Agreement. (d) The result At the Closing, the Buyer shall (i) deliver to each Shareholder the amount to be paid to each Shareholder as determined in accordance with Section 2.02(d), but in each such case subject to the satisfaction of the examination and audit performed conditions specified therein; (ii) deliver to any holder of Closing Date Debt by wire transfer to the Purchaser and its affiliates bank account designated in the related payoff letter delivered pursuant to Section 3 hereof shall 8.01(p) hereto immediately available funds in an amount indicated in such payoff letter as required to satisfy in full such Closing Date Debt; and (iii) deliver all other documents required to be satisfactory delivered by the Buyer on or prior to the Purchaser and its affiliates in their sole determination and Closing Date pursuant to this Agreement or any Ancillary Agreement to which the parties shall have agreed Buyer is or is required to be a party pursuant to the form and contents terms of the Seller Information (as defined in the Indemnification this Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required payments to be complied with on made by the Buyer pursuant to Section 2.03(d)(ii) shall be made by wire transfer of immediately available funds to such bank account or before bank accounts as designated by the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability Shareholders at least three (3) Business Days prior to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇Sidley ▇▇▇▇▇▇ ▇▇▇▇. ▇ & ▇▇▇▇ obligation of LLP on the Seller and the Purchaser to close Closing Date. The Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser specified set forth in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (b) All Closing Documents documents specified in Section 7 6 of this AgreementAgreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicablethe Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (c) The Seller shall have delivered and released to the Purchaser Trustee (or a Custodian on its designee behalf) and the Master Servicer, respectively, all documents represented to have been or required to be delivered to the Purchaser as of Trustee and the Closing Date Master Servicer pursuant to Section 2 of this Agreement.; (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, with in all material respects and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (fe) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to Section 8 hereof.this Agreement as of the Closing Date; (f) One or more letters from the independent accounting firms of Ernst & Young LLP and PriceWaterhouseCoopers LLP, in form satisfactory to the Purchaser and relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, respectively; and (g) The Certificates to be so rated Seller shall have been assigned ratings by each Rating Agency no lower than executed and delivered concurrently herewith that certain Indemnification Agreement, dated as of December 1, 2005, among the ratings specified for each such Class in Seller, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc., KeyBank National Association, IXIS Real Estate Capital Inc., the Memorandum and Purchaser, the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement Underwriters and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofPurchasers. Each party agrees Both parties agree to use its their best reasonable efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing Closing of each Mortgage Loan Package shall take place on the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller related Closing Date and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to conditions, unless otherwise waived by the Closing Date:prejudiced party(ies): (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of Countrywide under this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing DateDate and no event shall have occurred that, provided that any with notice or the passage of time, would constitute a default under this Agreement; (b) All of the representations and warranties made as of a specified date the Purchaser under this Agreement shall be true and correct in all material respects as of such specified date.the Closing Date and no event shall have occurred that, with notice or the passage of time, would constitute a default under this Agreement; (bc) All Both parties shall have executed the related Trade Confirmation and Purchase Confirmation; (d) at least two Business Days prior to the related Closing Documents Date, Countrywide shall deliver to the Purchaser a listing on a loan level basis of the necessary information to compute the Purchase Proceeds of the Mortgage Loans delivered on such Closing Date (including accrued interest) in a format as mutually agreed upon by Countrywide and the Purchaser, and prepare a Mortgage Loan Schedule; (e) the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all closing documents as specified in Section 7 2.12 of this Agreement, in such forms as are agreed upon and reasonably acceptable to by the Seller or the Purchaserparties, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.hereof; and (cf) The Seller Countrywide shall have delivered and released to the Purchaser or its designee Custodian all documents Collateral Documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 2.05 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. (a) The closing consummation of the sale of transactions contemplated hereby (the Mortgage Loans “Closing”) shall be held take place at the offices of CadwaladerPurchaser’s counsel or at such other place as is agreed upon by the parties on or before April 3, Wickersham & Taft LLP2019, One World Financial Centeror such other date as may be agreed upon by the parties (the “Closing Date”). (b) The following shall occur at the Closing, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall be subject each being a condition precedent to the satisfaction of each of the following conditions on or prior to the Closing Dateothers and all being considered as occurring simultaneously: (ai) All of Seller shall execute, acknowledge, and deliver to Purchaser the representations and warranties of Deed, said Deed being subject only to the Seller and the Purchaser specified matters described in Section 4 and to any Exceptions accepted by Purchaser; (ii) Seller shall execute, acknowledge, and deliver to Purchaser one or more warranty bills of sale conveying to Purchaser good and marketable title to the Personal Property, free of all encumbrances, in form and substance acceptable to Seller; (iii) Seller shall execute, acknowledge, and deliver to Purchaser one or more instruments conveying to Purchaser good and marketable title to the Warranties, free of all encumbrances, in form and substance acceptable to Seller; (iv) Seller shall execute and deliver the title insurance affidavits and indemnities as provided in this Agreement Agreement; (including, without limitation, the v) Seller and Purchaser shall deliver certifications confirming that their respective representations and warranties set forth on Exhibit 2 in this Agreement continue to this Agreement) shall be true and correct as of the Closing Date; (vi) Seller shall deliver an affidavit indicating that Seller is not a foreign person and that the transaction is exempt from the requirements of 26 U.S.C. § 1445, provided that any representations and warranties made as of a specified date or in lieu thereof, Purchaser shall be true entitled to withhold and correct account for a portion of the Purchase Price as required by such statute and corresponding regulations; (vii) Seller shall deliver an affidavit indicating that Seller is a Maine resident, or in lieu thereof, Purchaser shall be entitled to withhold and account for a portion of the Purchase Price as required by 33 M.R.S. §5250-A; (viii) Each party shall deliver to the other a manager’s or member’s certificate certifying as to authority and appropriate resolutions adopted by the party, current officers or other parties authorized to execute documents on behalf of such specified date.party, and such other organizational and/or authority documents as shall be reasonably requested in connection with this transaction; (bix) All Closing Documents specified Purchaser shall pay the Purchase Price as provided in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination Agreement and the parties shall have agreed execute and deliver a settlement statement memorializing the Purchase Price, the adjustments thereto, and other costs and expenses to be paid, or credited to or debited from the amounts due from or to either Party, at Closing; (x) Each party shall deliver to the form other such other documents, certificates and contents the like as may be required herein or as may be necessary to carry out the obligations under this Agreement; and (xi) Seller shall deliver to Purchaser keys to and possession of the Premises, free and clear of any tenancy or persons in possession other than Seller Information (as defined in tenant under the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus SupplementLeases. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing Closing of this Agreement shall be conducted as follows, with the performance of the sale Parties to be mutually dependent, and all transfers deemed to have taken place simultaneously. 13.1 Subject to satisfaction or waiver of the Mortgage Loans shall be held at conditions set forth in Article 10 and Article 11, the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation Closing of the Seller and the Purchaser to close transactions contemplated by this Agreement shall be subject to the satisfaction of each occur on December 18, 2015 or, if all of the following conditions on set forth in Article 10 and Article 11 are not satisfied or prior to waived by such date, such other date as the Parties may agree (the “Closing Date”). 13.2 At the Closing, Landmark shall deliver to OpCo: (a) All such customary instruments of transfer and conveyance, including the representations Assignment and warranties Assumption Agreement, as necessary to vest all right, title and interest of Landmark in and to the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 Assets to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.OpCo; (b) All Closing Documents specified in Section 7 of this Agreementall necessary forms and certificates complying with applicable Law, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to acknowledged, certifying that the respective terms transactions contemplated hereby are exempt from withholding under Section 1445 of the Code and any state or local equivalent thereof.; (c) The Seller shall have delivered copies of documents, including all leases, grants of easements and released non-disturbance agreements relating to the Purchaser Assets, including any amendments, guarantees or its designee all other documents relating thereto; (d) a settlement statement mutually approved by the Parties; and (e) each other document or instrument specified in or as may be reasonably required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of by this Agreement. 13.3 At Closing, OpCo shall deliver to Landmark: (a) the Purchase Price (subject to the prorations and adjustments provided for in Section 13.4); (b) executed counterparts, if applicable, of such customary instruments of transfer and conveyance, including the Assignment and Assumption Agreement, as necessary to vest all right, title and interest of Landmark in and to the Assets to OpCo; (c) a settlement statement mutually approved by the Parties; and (d) The result of the examination and audit performed each other document or instrument specified in or as may be reasonably required by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification this Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇Sidley ▇▇▇▇▇▇ ▇▇▇▇. ▇ & ▇▇▇▇ obligation of LLP on the Seller and the Purchaser to close Closing Date. The Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser specified set forth in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (b) All Closing Documents documents specified in Section 7 6 of this AgreementAgreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicablethe Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (c) The Seller shall have delivered and released to the Purchaser Trustee (or a Custodian on its designee behalf) and the Master Servicer, respectively, all documents represented to have been or required to be delivered to the Purchaser as of Trustee and the Closing Date Master Servicer pursuant to Section 2 of this Agreement.; (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, with in all material respects and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (fe) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to Section 8 hereof.this Agreement as of the Closing Date; (f) A letter from the independent accounting firm of Ernst & Young LLP in form satisfactory to the Purchaser, relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, respectively; and (g) The Certificates to be so rated Seller shall have been assigned ratings by each Rating Agency no lower than executed and delivered concurrently herewith that certain Indemnification Agreement, dated as of April 23, 2004 among the ratings specified for each such Class in Seller, Bank of America, N.A., KeyBank National Association, the Memorandum and Purchaser, the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement Underwriters and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofPurchasers. Each party agrees Both parties agree to use its their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing This Agreement shall become effective when all the following conditions have been satisfied (or waived in accordance with Section 9.05): (a) the Administrative Agent shall have received (i) counterparts hereof signed by the Borrower, the Lenders listed on the Commitment Schedule and the Agents or (ii) in the case of any such party as to which an executed counterpart shall not have been received, telex, facsimile or other written confirmation (in form satisfactory to the Administrative Agent) that a counterpart hereof has been executed by such party; (b) the Administrative Agent shall have received a duly executed Note, dated on or before the Closing Date and complying with the provisions of Section 2.05, for each Lender; (c) the Administrative Agent shall have received evidence satisfactory to it that the Borrower will comply with the provisions of Section 3.02 on the Closing Date and that it has received all consents (if any) required to enable it to do so from the lenders under the Borrower's Existing Credit Agreement that are not parties to this Agreement; (d) the Administrative Agent shall have received a certificate, substantially in the form of Exhibit E hereto, dated the Closing Date and signed by a Senior Officer of the sale Borrower; (e) the Administrative Agent shall have received an opinion of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel for the Borrower, substantially in the form of Exhibit F hereto, dated the Closing Date and covering such other matters incident to the transactions contemplated by this Agreement as any Agent shall reasonably request; (f) the Administrative Agent shall have received an opinion of the Borrower's General Counsel, dated the Closing Date, substantially in the form of Exhibit G hereto and covering such other matters incident to the transactions contemplated by this Agreement as any Agent shall reasonably request; (g) the Administrative Agent shall have received an opinion of ▇▇▇▇▇ ▇▇▇▇. ▇ & ▇▇▇ obligation of ▇▇▇▇▇▇, special counsel for the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (includingAdministrative Agent, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of dated the Closing Date, provided that substantially in the form of Exhibit H hereto and covering such other matters incident to the transactions contemplated by this Agreement as any representations and warranties made as of a specified date Agent shall be true and correct as of such specified date.reasonably request; (bh) All the Administrative Agent shall have received a certificate of the Secretary of the Borrower, dated the Closing Documents specified in Section 7 of this AgreementDate, in such forms as are agreed upon and reasonably acceptable to the Seller restated articles of incorporation and restated bylaws of the Borrower, the absence of amendments thereto, the adoption by the Borrower's board of directors of the resolutions referred to in clause (i) below and the incumbency of each officer of the Borrower who executed or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser will execute any Financing Document or its designee all documents required any other document to be delivered pursuant to this Agreement on the Closing Date; (i) the Administrative Agent shall have received a copy of resolutions (in form and substance satisfactory to the Purchaser as Agents) of the Borrower's board of directors authorizing the execution, delivery and performance of the Financing Documents, certified by the Secretary of the Borrower to be in full force and effect without modification on the Closing Date; (j) the Borrower shall have paid or made arrangements satisfactory to the Administrative Agent for paying all expenses payable by the Borrower on or before the Closing Date pursuant to Section 2 of this Agreement.9.03(a); (dk) The result the Borrower shall have paid to the Administrative Agent for the account of each Lender a fee in the amount heretofore mutually agreed upon by the Lenders and the Administrative Agent; and (l) the Administrative Agent shall have received all documents it may reasonably request relating to the existence of the examination Borrower, the corporate authority for and audit performed by the Purchaser validity of the Financing Documents and its affiliates pursuant to Section 3 hereof shall be any other matters relevant thereto, all in form and substance reasonably satisfactory to the Purchaser and its affiliates in their sole determination Administrative Agent. When this Agreement becomes effective, the Administrative Agent shall promptly notify the Borrower and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withLenders that it is effective, and the Seller such notice shall be conclusive and the Purchaser shall have the ability to comply with binding on all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Dateparties hereto. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing Subject to the terms and conditions of this Agreement, the sale and purchase of the sale of Shares contemplated by this Agreement shall take place at a closing (the Mortgage Loans shall be “Closing”) held at the offices of Cadwalader_____________________________________ on the date hereof (the “Closing Date”). Except to the extent expressly set forth in this Agreement to the contrary, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation and notwithstanding the actual occurrence of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions Closing at any particular time on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations the Closing shall be deemed to occur and warranties made be effective as of a specified date shall be true 12:01 a.m. Brussels time on the Closing Date. Upon the terms and correct as of such specified date. (b) All Closing Documents specified in Section 7 subject to the conditions of this Agreement, at the Closing, Seller shall deliver to Buyer copies of the resolutions (or local equivalent) of the board of directors (or local equivalent) and, where required, the stockholder(s) of Seller, authorizing and approving the transactions contemplated by this Agreement, certified by the respective corporate secretary (or local equivalent) or a director to be true and complete and in such forms full force and effect and unmodified as are agreed upon of the Closing. Upon the terms and reasonably acceptable subject to the conditions of this Agreement, at the Closing, the Buyer shall deliver to Seller copies of the resolutions (or local equivalent) of the Purchaserboard of directors (or local equivalent) and, where required, the stockholder(s) of Buyer, authorizing and approving the transactions contemplated by this Agreement, certified by the respective corporate secretary (or local equivalent) or a director to be true and complete and in full force and effect and unmodified as applicable, of the Closing. Each document of transfer or assumption referred to in this Section 4.2 (or in any related definition set forth in Article 1) that is not attached as an Exhibit to this Agreement shall be duly executed and delivered by all signatories as required pursuant in customary form (including with respect to the respective terms thereof. (cjurisdiction to which it pertains) The Seller and shall have delivered be reasonably satisfactory in form and released substance to the Purchaser parties thereto, but shall not contain any representations, warranties, covenants or agreements other than those specifically contemplated in or referred to in this Agreement. Upon the terms and subject to the conditions of this Agreement, at the Closing, the Parties shall sign the transfer of the Shares in the share register of Company. Seller hereby gives [ ], the power to transfer for it and in its designee all documents name the Shares to the Buyer and to that effect sign for it and in its name, in the capacity of assignor, the transfer of the Shares to the Buyer in the share register of the Company. Buyer hereby gives [_________________], the power to accept for it and in its name the Shares from the Seller and to that effect sign for it and in its name, in the capacity of assignee, the transfer of the Shares from the Seller to the Buyer in the share register of the Company. MISCELLANEOUS . Any notice required to be given hereunder shall be sufficient if in writing, and sent by facsimile transmission (provided that any notice received by facsimile transmission or otherwise at the addressee's location on any business day after 5:00 p.m. (addressee's local time) shall be deemed to have been received at 9:00 a.m. (addressee's local time) on the next business day), by reliable overnight delivery service (with proof of service), hand delivery or certified or registered mail (return receipt requested and first-class postage prepaid), addressed as follows: To Buyer: ___________________________ ___________________________ ___________________________ Facsimile: [•] Attention: [•] with a copy to: [•] Facsimile: [•] Attention: [•] To Seller: ___________________________ ___________________________ ___________________________ Facsimile: [•] Attention: [•] with a copy to: [•] Facsimile: [•] Attention: [•] or to such other address as any Party shall specify by written notice so given, and such notice shall be deemed to have been delivered to the Purchaser as of the Closing Date pursuant date so telecommunicated, personally delivered or mailed. Any Party to Section 2 this Agreement may notify any other Party of this Agreement. (d) The result any changes to the address or any of the examination and audit performed by other details specified in this paragraph; provided, however, that such notification shall only be effective on the Purchaser and its affiliates pursuant date specified in such notice or five (5) business days after the notice is given, whichever is later. Rejection or other refusal to Section 3 hereof accept or the inability to deliver because of changed address of which no notice was given shall be satisfactory deemed to be receipt of the notice as of the date of such rejection, refusal or inability to deliver. . This Agreement may be executed in two or more consecutive counterparts (including by facsimile), each of which shall be an original, with the same effect as if the signatures thereto and hereto were upon the same instrument, and shall become effective when one or more counterparts have been signed by each of the Parties and delivered (by telecopy or otherwise) to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplementother Parties. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. (a) The closing consummation of the sale of transactions contemplated hereby (the Mortgage Loans “Closing”) shall be held take place at the offices of CadwaladerPurchaser’s counsel or at such other place as is agreed upon by the parties on or before April 3, Wickersham & Taft LLP2019, One World Financial Centeror such other date as may be agreed upon by the parties (the “Closing Date”). (b) The following shall occur at the Closing, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall be subject each being a condition precedent to the satisfaction of each of the following conditions on or prior to the Closing Dateothers and all being considered as occurring simultaneously: (ai) All of Seller shall execute, acknowledge, and deliver to Purchaser the representations and warranties of Deed, said Deed being subject only to the Seller and the Purchaser specified matters described in Section 4 and to any Exceptions accepted by Purchaser; (ii) (reserved.); (iii) Seller shall execute, acknowledge, and deliver to Purchaser one or more instruments conveying to Purchaser good and marketable title to the Warranties, free of all encumbrances, in form and substance acceptable to Seller; (iv) Seller shall execute and deliver the title insurance affidavits and indemnities as provided in this Agreement Agreement; (including, without limitation, the v) Seller and Purchaser shall deliver certifications confirming that their respective representations and warranties set forth on Exhibit 2 in this Agreement continue to this Agreement) shall be true and correct as of the Closing Date; (vi) Seller shall deliver an affidavit indicating that Seller is not a foreign person and that the transaction is exempt from the requirements of 26 U.S.C. § 1445, provided that any representations and warranties made as of a specified date or in lieu thereof, Purchaser shall be true entitled to withhold and correct account for a portion of the Purchase Price as required by such statute and corresponding regulations; (vii) Seller shall deliver an affidavit indicating that Seller is a Maine resident, or in lieu thereof, Purchaser shall be entitled to withhold and account for a portion of the Purchase Price as required by 33 M.R.S. §5250-A; (viii) Each party shall deliver to the other a manager’s or member’s certificate certifying as to authority and appropriate resolutions adopted by the party, current officers or other parties authorized to execute documents on behalf of such specified date.party, and such other organizational and/or authority documents as shall be reasonably requested in connection with this transaction; (bix) All Closing Documents specified Purchaser shall pay the Purchase Price as provided in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination Agreement and the parties shall have agreed execute and deliver a settlement statement memorializing the Purchase Price, the adjustments thereto, and other costs and expenses to be paid, or credited to or debited from the amounts due from or to either Party, at Closing; (x) Each party shall deliver to the form other such other documents, certificates and contents the like as may be required herein or as may be necessary to carry out the obligations under this Agreement; and (xi) Seller shall deliver to Purchaser keys to and possession of the Premises, free and clear of any tenancy or persons in possession other than Seller Information (as defined in tenant under the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus SupplementLeases. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (a) Unless this Purchase Agreement shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller have been terminated and the Purchaser transactions herein contemplated shall have been abandoned pursuant to close shall be Section 7.1(a) and subject to the satisfaction of each or waiver of the conditions set forth in Article V, the closing (the "Closing") of the transactions contemplated ------- by Section 2.1 will take place on the earlier of (i) the second Business Day following conditions on the date hereof and (ii) such other date, time and place as the parties shall otherwise mutually agree (in either event, the date of the Closing being referred to herein as the "Closing Date"). ------------ (i) Premier shall pay or cause to be paid the aggregate Cash Consideration to or for the account of the Seller by wire transfer to such bank account (the "Designated Bank Account") as the Seller shall designate in writing prior to the Closing Date:; (aii) All At the effective time of the representations and warranties Closing, Premier shall issue shares of Premier Common Stock constituting the Stock Consideration to the Seller and as directed by the Purchaser specified Seller in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 writing prior to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (biii) All Closing Documents specified At the effective time of the Closing, Premier shall issue the warrants constituting the Warrant Consideration (in Section 7 of this Agreement, in such forms the form attached hereto as are agreed upon Exhibits "B" and reasonably acceptable "C") to the Seller or as directed by the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant Seller in writing prior to the respective terms thereof.Closing Date; (civ) The parties shall execute and deliver, the Registration Rights Agreement; (v) The Seller shall have delivered and released to the Purchaser deliver or its designee all documents required cause to be delivered to Premier or its designee such documents as Premier may reasonably request, including certificates for all Securities to evidence the Purchaser as transfer to Premier of good and marketable title in and to all of the Closing Date Securities owned by the Seller free and clear of any Lien or Restriction on such Securities (other than any Lien or Restriction imposed pursuant to Section 2 the terms of this Purchase Agreement or the Warrant Agreement.) or the applicable federal or state securities laws, and (dvi) The result of the examination Each party shall take such other actions, and audit performed by the Purchaser shall execute and its affiliates pursuant to Section 3 hereof deliver such other instruments or documents, as shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.under Article V.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLPTaft, One World Financial Center100 Maiden Lane, New York, NY 1028▇ New York, or at such o▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇ion ▇▇ ag▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇o, at 10:00 a.m., New York City time, on the Closing Date. ▇▇▇ obligation The Closing shall be subject to each of the following conditions: (i) all of the representations and warranties of each of the Seller and the Purchaser made pursuant to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (includingsubject, without limitationin the case of the Seller, to the representations and warranties exceptions set forth on Exhibit 2 to this Agreementin Schedule C-1 hereto) shall be true and correct in all material respects as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (bii) All Closing Documents all documents specified in Section 7 of this AgreementAgreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects the obligations of the Seller or hereunder), to the Purchaser, as applicableSeller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (ciii) The the Seller shall have delivered and released to the Purchaser or its designee designee, all documents documents, funds and other assets required to be delivered to the Purchaser as of thereto on or before the Closing Date pursuant to Section 2 of this Agreement.; (div) The the result of any examination of the examination Mortgage Files for, and audit any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and in its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.reasonable determination; (ev) All all other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith in all material respects, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date.; (fvi) The the Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to Section 8 hereof.this Agreement; (gvii) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Loans, as contemplated by Section 1 hereof1; and (viii) neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms. Each party agrees Both parties agree to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans Loan (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇Sidley ▇▇▇▇▇▇ ▇▇▇▇. ▇ & ▇▇▇▇ obligation of LLP on the Seller and the Purchaser to close Closing Date. The Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser specified set forth in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (b) All Closing Documents documents specified in Section 7 6 of this AgreementAgreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicablethe Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (c) The Seller shall have delivered and released to the Purchaser Trustee (or a Custodian on its designee behalf) and the Master Servicer, respectively, all documents represented to have been or required to be delivered to the Purchaser as of Trustee and the Closing Date Master Servicer pursuant to Section 2 of this Agreement.; (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, with in all material respects and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (fe) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to Section 8 hereof.this Agreement as of the Closing Date; (f) One or more letters from the independent accounting firms of Ernst & Young LLP and PriceWaterhouseCoopers LLP, in form satisfactory to the Purchaser and relating to certain information regarding the Mortgage Loan and Certificates as set forth in the Prospectus and Prospectus Supplement, respectively; and (g) The Certificates to be so rated Seller shall have been assigned ratings by each Rating Agency no lower than executed and delivered concurrently herewith that certain Indemnification Agreement, dated as of December 1, 2005, among the ratings specified for each such Class in Seller, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc., Countrywide Commercial Real Estate Finance, Inc., KeyBank National Association, the Memorandum and Purchaser, the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement Underwriters and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofPurchasers. Each party agrees Both parties agree to use its their best reasonable efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans Loan on the Closing Date.

Closing. The closing of the sale Mergers (the “Closing”) shall occur on the third (3rd) Business Day after all of the Mortgage Loans conditions set forth in Article VII (other than those conditions that by their terms are required to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of such conditions) shall have been satisfied or waived by the party entitled to the benefit of the same or at such other time and date as shall be held agreed upon by the parties; provided, however, that notwithstanding the satisfaction of all of the conditions set forth in Article VII (other than those conditions that by their terms are required to be satisfied or waived at the Closing), in no event shall Parent, the Parent Operating Partnership or Merger Sub be required to consummate the Mergers until the earlier of (i) the date that is five (5) Business Days after all of the consents and approvals of Third Parties set forth in Section 2.2 of the Company Disclosure Letter have been obtained and (ii) subject to the following proviso, October 31, 2013; provided that if as of October 31, 2013 any such consents or approvals have not been obtained, in no event shall Parent, the Parent Operating Partnership or Merger Sub be required to consummate the Mergers until December 2, 2013, it being understood that if any such consents or approvals are not obtained as of December 2, 2013, Parent, the Parent Operating Partnership and Merger Sub shall be required to consummate the Closing on December 2, 2013. In the event that the Closing is delayed pursuant to either of the foregoing provisos, if Parent, the Parent Operating Partnership and Merger Sub are prepared to consummate the Mergers prior to October 31, 2013 or December 2, 2013, as applicable, Parent shall deliver written notice to the Company stating that it is prepared to consummate the Closing and the Closing shall occur on the third (3rd) Business Day following the delivery of such notice. The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. The Closing shall take place at the offices of Cadwalader, Wickersham & Taft Proskauer Rose LLP, One World Financial CenterEleven Times Square, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m.New York, ▇ew Yor▇ ▇▇▇▇10036, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser or at such other place as agreed to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplementhereto. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing (a) Notwithstanding any other provision of this Agreement, the Offeror shall have the right to withdraw the Offer and not take up and pay for, or extend the period of time during which the Offer is open and postpone taking up and paying for, any Shares deposited under the Offer unless all of the sale of conditions set forth in Schedule A (as such conditions may be amended, varied or waived pursuant to Section 2.1(c)) are satisfied or waived by the Mortgage Loans shall be held Offeror at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing DateExpiry Time. (b) Prior to the Expiry Time, the Offeror shall have received a certificate of the Company, signed on behalf of the Company by the Chief Executive Officer and the Chief Financial Officer of the Company (without personal liability) acceptable to the Offeror, acting reasonably, dated as of the Expiry Time, confirming that: (ai) All the Company shall have complied in all material respects with its covenants and obligations under this Agreement to be complied with at or prior to the Expiry Time (without giving effect to, applying or taking into consideration any materiality qualification already contained in such covenant or obligation), and a Replacement Title shall have been issued to the Company or a Company Subsidiary for each Concession under the New Mining Law unless the Company shall have provided to the Offeror an opinion of Ecuadorian counsel satisfactory to the Offeror, acting reasonably, that Replacement Titles are no longer required under the New Mining Law; and (ii) all representations and warranties of made by the Seller and the Purchaser specified Company in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct at and as of the Closing DateExpiry Time, provided that any as if made at and as of such time (except for those expressly stated in this Agreement to speak at or as of an earlier time), except where such inaccuracies in the representations and warranties made as (without giving effect to, applying or taking into consideration any materiality or Material Adverse Effect qualification already contained within such representations and warranties), individually or in the aggregate, would not reasonably be expected to (i) have a Material Adverse Effect in respect of a specified date shall be true the Company or, if the Offer or any other Contemplated Transaction were consummated, the Offeror, or (ii) prevent, materially delay or materially and correct as adversely affect the consummation of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller Offer or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.any other Contemplated Transaction; (c) The Seller Provided all of the conditions set forth in Schedule A shall have delivered and released to been satisfied or waived by the Purchaser Offeror (as such conditions may be amended, varied or its designee all documents required to be delivered to the Purchaser as of the Closing Date waived pursuant to Section 2 of this Agreement. (d2.1(c)) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller Offeror shall have received the purchase price certificate described in Section 2.2(b), the Offeror shall as soon as practicable within the time periods required by Applicable Securities Laws take up and pay for all of the Mortgage Loans pursuant Shares validly deposited under, and not validly withdrawn from, the Offer, at which time the closing will be considered to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Datehave taken place.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Centerspecial counsel to the Purchaser at 10:00 a.m., New YorkYork City time, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇on the Closing Date. ▇▇▇ obligation of the Seller and the Purchaser to close The Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (ai) All of the representations and warranties of the Mortgage Loan Seller and each of the Purchaser specified in LC Guarantors made pursuant to Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct Date (or as of such specified date.other specific date expressly contemplated by any such representation or warranty); (bii) All Closing Documents documents specified in Section 7 of this AgreementAgreement (the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such Agreement affects the obligations of the Mortgage Loan Seller or any of the PurchaserLC Guarantors hereunder or the rights of the Mortgage Loan Seller or any of the LC Guarantors as a third party beneficiary thereunder), as applicable, to the Mortgage Loan Seller and the LC Guarantors shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (ciii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee designee, all documents documents, funds and other assets required to be delivered to the Purchaser as of thereto on or before the Closing Date pursuant to Section 2 of this Agreement.; (div) The result of any examination of the examination Mortgage Files for, and audit any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and in its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.reasonable determination; (ev) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withwith in all material respects, and the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date.; (fvi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to Section 8 hereof.this Agreement; (gvii) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans pursuant to Loans, as contemplated by Section 1 hereofof this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; and (ix) The Securities and Exchange Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement. Each party of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of Exchange (the Mortgage Loans "Closing") shall be held take place at the offices of CadwaladerDavis Polk & Wardwell, Wickersham & Taft LLP, One World Financial Center450 Lexington Avenue, New York, NY 1028New York, a▇ ▇▇▇▇ ▇▇ pos▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇ut ▇▇ ▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation ays, after satisfaction or waiver of the Seller conditions set forth in Article 8, or at such other time or place as GE and LM may agree. The parties agree that at the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing DateClosing: (a) All The GE Entities shall deliver to LM certificates for the shares of LM Preferred Stock or LM Common Stock to be delivered by the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to GE Entities under this Agreement) shall be true , free and correct as clear of all Liens, preemptive or similar rights or any other limitation or restriction (other than the Closing DateStandstill Agreement), provided that duly endorsed or accompanied by stock powers duly endorsed in blank, with any representations and warranties made as of a specified date shall be true and correct as of such specified daterequired transfer stamps affixed thereto. (b) All Closing Documents specified LM shall deliver to each of the GE Entities certificates for the number of shares of the Company Common Stock or the Company Preferred Stock, as the case may be, set forth opposite such GE Entity's name in Section 7 2.02 of this Agreementthe Exchange Disclosure Schedule, free and clear of all Liens, preemptive or similar rights or any other limitation or restriction, duly endorsed or accompanied by stock powers duly endorsed in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaserblank, as applicable, shall be duly executed and delivered by all signatories as with any required pursuant to the respective terms thereoftransfer stamps affixed thereto. (c) The Seller LM or the applicable Subsidiary of LM and the Company shall enter into (i) the Intellectual Property License, (ii) the Transitional Services Agreement, (iii) the Technical Consulting Agreement, (iv) the Baltimore Facility Lease and (v) the Tax Assurance Agreement, in each case, having terms and conditions consistent with those referred to in the Contribution Agreement and such other terms and conditions as otherwise may have delivered been mutually agreed by LM, the Company and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this AgreementGE. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof Standstill Agreement shall be satisfactory to the Purchaser terminated, and its affiliates in their sole determination and the parties without any further action being required by any party thereto, shall have agreed to the form and contents be of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplementno further force or effect. (e) All other terms LM shall deliver to GE the resignations, effective as of the Closing, of all of the directors and conditions officers of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing DateCompany. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial CenterFi▇▇▇▇▇▇▇ ▇▇nte▇, New York▇ew Yor▇, NY 1028▇▇ ▇▇▇▇▇ ▇▇ ▇:▇▇ a.m.▇.▇., ▇ew Yor▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇e Closing Date. ▇▇▇ The obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Loan Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center100 Maiden Lane, New York, NY 1028▇ 10038 at 9:00 a.▇., ▇▇▇ ▇:▇▇ a.m., ▇ew Yor▇ rk ▇▇▇▇, ▇▇ ▇on t▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation ▇bligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham O'Melveny & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇LLP, New York, New York, at 10:00 a.m. New York time, on the Closing Date. ▇▇▇ obligation of the Seller and the Purchaser to close The closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Mortgage Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter Neither Initial Purchaser shall have terminated the Underwriting Agreement and the Initial Purchaser Bear ▇▇▇▇▇▇▇ shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. (j) The Pooling and Servicing Agreement shall have been executed and delivered by the parties thereto. (k) The Seller shall have executed and delivered the Indemnification Agreement. Each party agrees All parties agree to use its their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans an acquisition pursuant to Sections 12.1 through 12.3 shall be held at the offices principal place of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation business of the Seller and Company on a mutually acceptable date (the Purchaser to close shall be subject to "Closing Date") not later than 180 days after the satisfaction Initiating Notice, in the event the Buy-Sell Option is exercised following the existence of each a Major Dispute or an Unpermitted Transfer or 120 days after the Initiating Notice in any other event. At the Closing of the disposition and acquisition of such interests the following conditions on or prior to the Closing Dateshall occur: (a) All The selling Member shall assign to the acquiring Member or its designee the selling Member's Membership Interest in accordance with the instructions of the representations acquiring Member, and warranties shall execute and deliver to the acquiring Member or its designee all documents which may be reasonably required to give effect to the disposition and acquisition of such interests, in each case free and clear of all liens, claims, and encumbrances, with covenants of general warranty; (b) If the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct selling Member holds any Default Loans as of the Closing Date, provided that any representations and warranties made as of a specified date then such Default Loans shall be true assigned, without recourse and correct as without warranty to the acquiring Member or its designee and the selling Member shall execute and deliver to the acquiring Member or its designee all documents which may be reasonably required to give effect to such assignment (for the avoidance of doubt, the assignment of any such specified date. (b) All Closing Documents specified Default Loans by the selling Member to the acquiring Member or its designee shall in Section 7 of no way affect the purchase price due the selling Member in accordance with this AgreementArticle 12 which will be determined, in such forms as are agreed upon and reasonably acceptable part, by the amount of any Default Loans held by the selling Member immediately prior to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.assignment thereof in accordance with this Subsection 12.2(b)); and (c) The Seller acquiring Member shall have delivered and released pay to the Purchaser or its designee all documents required to be delivered to selling Member the Purchaser as of the Closing Date pursuant to Section 2 of this Agreementconsideration therefor in cash. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇Sidley ▇▇▇▇▇▇ ▇▇▇▇. ▇ & ▇▇▇▇ obligation of LLP on the Seller and the Purchaser to close Closing Date. The Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser specified set forth in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (b) All Closing Documents documents specified in Section 7 6 of this AgreementAgreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicablethe Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (c) The Seller shall have delivered and released to the Purchaser Trustee (or a Custodian on its designee behalf) and the Master Servicer, respectively, all documents represented to have been or required to be delivered to the Purchaser as of Trustee and the Closing Date Master Servicer pursuant to Section 2 of this Agreement.; (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, with in all material respects and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (fe) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to Section 8 hereof.this Agreement as of the Closing Date; (f) One or more letters from the independent accounting firm of Ernst & Young LLP, in form satisfactory to the Purchaser and relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, respectively; and (g) The Certificates to be so rated Seller shall have been assigned ratings by each Rating Agency no lower than executed and delivered concurrently herewith that certain Indemnification Agreement, dated as of June 21, 2005, among the ratings specified for each such Class in Seller, Countrywide Commercial Real Estate Finance, Inc., PNC Bank, National Association, the Memorandum and Purchaser, the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement Underwriters and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofPurchasers. Each party agrees Both parties agree to use its their best reasonable efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of transactions contemplated hereby will be completed at the sale of the Mortgage Loans shall be held Closing Time at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller Gervais LLP in Calgary, Alberta and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing DateSubscriber agrees and acknowledges as follows: (a) All at the Closing Time, subject to the terms and conditions of the representations Agency Agreement, the Agent shall deliver to the Corporation all completed subscription agreements, including this Subscription Agreement, and warranties the aggregate Subscription Amount against delivery by the Corporation of the Seller certificates representing the Flow-Through Shares and the Purchaser specified in Section 4 of this Agreement (includingsuch other documentation as may be required, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.and (b) All the Agent is hereby irrevocably appointed to act in its sole and absolute discretion as the Subscriber’s agent to represent the Subscriber at the Closing Documents specified in Section 7 for the purpose of this Agreementall closing matters and deliveries of documents and receipt of certificates representing the Flow-Through Shares. Without limiting the generality of the foregoing, the Agent is irrevocably authorized, in such forms as are agreed upon its sole and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. absolute discretion: (i) The Seller shall have received to complete or correct manifest errors or omissions in the purchase price information provided by the Subscriber in this Subscription Agreement and any other forms or documents delivered by the Subscriber in connection with the transactions contemplated hereby, if any; (ii) to receive on its behalf certificates representing the Flow-Through Shares purchased under this Subscription Agreement (iii) to act as its representative at the closing and to execute in its name and on its behalf all closing receipts and documents required; (iv) to approve any opinions, certificates or other documents addressed to the Subscriber; (v) to waive, in whole or in part, any representations, warranties, covenants or conditions for the Mortgage Loans pursuant benefit of the Subscriber and contained in the Agency Agreement; (vi) to Section 1 hereof. Each party agrees register or permit the registration of the Flow-Through Shares purchased hereunder by way of one or more certificates registered in the name of the Agent and/or in the name of each subscriber to use its best efforts the offering of Flow-Through Shares and/or in the name of such other nominee or nominees as the Corporation and the Agent may agree; and (vii) to perform its respective obligations hereunder exercise any rights of termination contained in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing DateAgency Agreement.

Closing. The obligations of the Placement Agent, and the closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall be Placement Agent Securities hereunder are subject to the satisfaction accuracy, when made and on the Closing Date, of the representations and warranties on the part of the Company contained herein and in the Purchase Agreement, to the performance by the Company of its obligations hereunder and in the Purchase Agreement, and to each of the following conditions additional terms and conditions, except as otherwise disclosed to and acknowledged and waived by the Placement Agent: (A) All corporate proceedings and other legal matters incident to the authorization, form, execution, delivery and validity of each of this Agreement, the Placement Agent Securities, and all other legal matters relating to this Agreement and the transactions contemplated hereby with respect to the Placement Agent Securities have been completed or resolved in a manner reasonably satisfactory in all material respects to the Placement Agent. (B) The Placement Agent shall have received from outside counsel to the Company a reliance letter from such counsel allowing the Placement Agent to rely upon such counsel’s written opinion with respect to the Placement Agent Securities delivered to the Purchasers. (C) The Placement Agent has received customary certificates of the Company’s Chief Executive Officer (the “Officer’s Certificate”) as to the accuracy of the representations and warranties contained in the Purchase Agreement, and a certificate of the Company’s Secretary (or other suitable executive officer) (the “Secretary’s Certificate”) certifying (i) that the Company’s organizational documents are true and complete, have not been modified and are in full force and effect; (ii) that the resolutions of the Company’s Board of Directors (or any authorized committee thereof) relating to the Placement are in full force and effect and have not been modified; and (iii) as to the incumbency of the officers of the Company. Each of the Officer’s Certificate and Secretary’s Certificate must be dated as of the Closing Date, and all documents referenced in the Secretary’s Certificate must be attached thereto. (D) The Common Stock, including the Shares and the Warrant Shares, shall be registered under the Exchange Act. The Company shall have taken no action designed to terminate, or likely to have the effect of terminating, the registration of the Common Stock under the Exchange Act or delisting or suspending from trading the Common Stock from the Trading Market or other applicable U.S. national exchange, nor has the Company received any information suggesting that the Commission or the Trading Market or other U.S. applicable national exchange is contemplating terminating such registration or listing except as otherwise publicly disclosed. (E) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any governmental agency or body which would, as of the Closing Date, prevent the issuance or sale of the Placement Agent Securities or materially and adversely affect or potentially and adversely affect the business or operations of the Company; and no injunction, restraining order or order of any other nature by any federal or state court of competent jurisdiction shall have been issued as of the Closing Date which would prevent the issuance or sale of the Placement Agent Securities or materially and adversely affect or potentially and adversely affect the business or operations of the Company. (F) The Company shall have entered into a Purchase Agreement with each of the several Purchasers of the Placement Agent Securities, and such agreements shall be in full force and effect and contain representations, warranties and covenants of the Company as agreed upon between the Company and the Purchasers. (G) FINRA shall have raised no objection to the fairness and reasonableness of the terms and arrangements of this Agreement. In addition, the Company shall, if requested by the Placement Agent, make or authorize Placement Agent’s counsel to make on or the Company’s behalf, any filing with the FINRA Corporate Financing Department pursuant to FINRA Rule 5110 with respect to the Placement and pay all filing fees required in connection therewith. (H) The Placement Agent shall have received an executed lock-up agreement from each of the Company’s executive officers and directors prior to the Closing Date:. (aI) All The Placement Agent shall have received an executed FINRA questionnaire from each of the Company and the Company’s executive officers and directors. (J) On or before the Closing Date, the Placement Agent and counsel for the Placement Agent have received such information and documents as they may reasonably require for the purposes of enabling them to pass upon the issuance and sale of the Placement Agent Securities as contemplated herein, or in order to evidence the accuracy of any of the representations and warranties of the Seller and Company, or the Purchaser satisfaction of any of the conditions or agreements, herein contained. If any of the conditions specified in this Section 4 of this Agreement (including, without limitation, the representations 9 shall not have been fulfilled when and warranties set forth on Exhibit 2 to as required by this Agreement) shall , all obligations of the Placement Agent hereunder may be true and correct as of cancelled by the Placement Agent at, or at any time prior to, the Closing Date, provided that any representations and warranties made as . Notice of a specified date such cancellation shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable given to the Seller Company in writing or the Purchaser, as applicable, orally. Any such oral notice shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereofconfirmed promptly thereafter in writing. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans hereunder shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of occur when all the following conditions on or prior to the Closing Datehave been satisfied: (a) All The Borrower shall have paid all accrued fees of the representations Administrative Agent, the Lead Arranger and warranties the Banks and all accrued expenses of the Seller and the Purchaser specified in Section 4 of this Agreement Administrative Agent (including, without limitation, all fees and expenses of counsel to the Administrative Agent payable pursuant to Section 9.03); (b) The Agent shall have received (i) an opinion of the Assistant General Counsel of the Borrower, substantially in the form of Exhibit B-1 hereto and (ii) Shearman & Sterling, LLP, special counsel for the Borrower, substantially in the form of Exhibit B-2, each dated as of the Closing Date and covering such additional matters relating to the transactions contemplated hereby as the Required Banks may reasonably request; (c) The Administrative Agent shall have received evidence, satisfactory to it, in the form of pro forma calculations, that the issuance of, and L/C Drawings under, the Letters of Credit under this Agreement and the making of Borrowings under this Agreement are permitted under the terms of the Debt of the Borrower outstanding on the Closing Date; (d) The Administrative Agent shall have received copies of the resolutions of the Board of Directors of the Borrower authorizing the execution, delivery and performance by the Borrower of this Agreement, certified by a duly authorized officer of the Borrower (which certificate shall state that such resolutions are in full force and effect on the Closing Date); (e) The Administrative Agent shall have received certified copies of all approvals, authorizations or consents of, or notices to or registrations with, any governmental body or agency required for the Borrower, if necessary, to enter into this Agreement to which it is a party; (f) The Administrative Agent shall have received a certificate of a duly authorized officer of the Borrower certifying the names and true signatures of the officers of the Borrower authorized to sign this Agreement and the other documents to be delivered by the Borrower; (g) The Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower dated the Closing Date, to the effect that: (i) the representations and warranties set forth on Exhibit 2 to this Agreement) shall be contained in Article IV hereof are true and correct in all material respects (or to the extent qualified by materiality, true and correct) on and as of the Closing Date as though made on and as of such date; (ii) no Default has occurred and is continuing or would result from the issuance of the Letters of Credit requested by the Borrower to be issued on such date and the Borrowings requested by the Borrower to be made on such date, and (iii) confirming compliance as to the matters set forth in Section 4.15; (h) The Administrative Agent shall have received a certificate signed by a duly authorized officer of the Borrower to the effect that the execution, delivery and performance by the Borrower of this Agreement is within the Borrower’s corporate or other organizational powers, have been duly authorized by all necessary corporate or other organizational action, require no action by or in respect of, or filing with, any governmental body, agency or official and do not contravene, or constitute a default under, any provision of applicable law or regulation or of the certificate of incorporation (or certificate of formation, as applicable) or by-laws (or other organizational documents, as applicable) of the Borrower or of any agreement, judgment, injunction, order, decree or other instrument binding upon the Borrower or any of its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect or result in the creation or imposition of any Lien on any asset of the Borrower; (i) The Administrative Agent shall have received all documents it may reasonably request relating to the existence of the Borrower, the corporate or other organizational authority for and the validity of this Agreement, and any other matters relevant hereto, all in form and substance satisfactory to the Administrative Agent. The Administrative Agent shall promptly notify the Borrower and the Banks of the Closing Date, provided that any representations and warranties made as of a specified date such notice shall be true conclusive and correct as of such specified datebinding on all parties hereto. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the "Closing") shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇Sidley ▇▇▇▇▇▇ ▇▇▇▇. ▇ & ▇▇▇▇ obligation of LLP on the Seller and the Purchaser to close Closing Date. The Closing shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) All of the representations and warranties of the Seller set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser specified set forth in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.; (b) All Closing Documents documents specified in Section 7 6 of this AgreementAgreement (the "Closing Documents"), in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicablethe Seller, the Underwriters and their respective counsel in their reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof.; (c) The Seller shall have delivered and released to the Purchaser Trustee (or a Custodian on its designee behalf) and the Master Servicer, respectively, all documents represented to have been or required to be delivered to the Purchaser as of Trustee and the Closing Date Master Servicer pursuant to Section 2 of this Agreement.; (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, with in all material respects and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.; (fe) The Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to Section 8 hereof.this Agreement as of the Closing Date; (f) A letter from the independent accounting firm of Ernst & Young LLP in form satisfactory to the Purchaser, relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, respectively; and (g) The Certificates to be so rated Seller shall have been assigned ratings by each Rating Agency no lower than executed and delivered concurrently herewith that certain Indemnification Agreement, dated as of April 23, 2004 among the ratings specified for each such Class in Seller, ▇▇▇▇▇▇▇ ▇▇▇▇▇ Mortgage Lending, Inc., Bank of America, N.A., the Memorandum and Purchaser, the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement Underwriters and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereofPurchasers. Each party agrees Both parties agree to use its their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing Closing of this Agreement shall be conducted as follows, with the performance of the sale Parties to be mutually dependent, and all transfers deemed to have taken place simultaneously. 13.1 Subject to satisfaction or waiver of the Mortgage Loans shall be held at conditions set forth in Article 10 and Article 11, the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation Closing of the Seller transactions contemplated by this Agreement shall occur on August 18, 2015 or, if all of the conditions set forth in Article 10 and Article 11 are not satisfied or waived by such date, such other date as the Purchaser to close Parties may agree (the “Closing Date”). 13.2 At the Closing, Fund E shall be subject deliver to the satisfaction of each of the following conditions on or prior to the Closing DatePartnership: (a) All such customary instruments of transfer and conveyance, including the representations Assignment Agreement, as necessary to vest all right, title and warranties interest of Fund E in and to the Seller and Membership Interest to the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.Partnership; (b) All Closing Documents specified in Section 7 of this Agreementall necessary forms and certificates complying with applicable Law, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to acknowledged, certifying that the respective terms transactions contemplated hereby are exempt from withholding under Section 1445 of the Code and any state or local equivalent thereof.; (c) The Seller shall have delivered copies of documents, including all leases, grants of easements and released non-disturbance agreements relating to the Purchaser Assets, including any amendments, guarantees or its designee all other documents required to be delivered relating thereto; (d) a settlement statement mutually approved by the Parties; (e) the executed counterpart to the Purchaser Credit Facility Amendment Agreement and other ancillary agreements thereto; (f) an executed payoff letter from the administrative agent under the Fund E Facility, evidencing the payoff of all indebtedness under the Fund E Facility, the release of liens, and authorizing the filing of UCC-3 termination statements; and (g) each other document or instrument specified in or as of the Closing Date pursuant to Section 2 of may be reasonably required by this Agreement. 13.3 At Closing, the Partnership shall deliver to Fund E: (a) the Units, in certificated or book-entry form; (b) the Cash Consideration, in immediately available funds to an account or accounts designated by Fund E; (c) the executed counterpart to the Credit Facility Amendment Agreement and other ancillary agreements thereto; (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory executed counterpart to the Purchaser Assignment Agreement, necessary to vest all right, title and its affiliates interest of Fund E in their sole determination and the parties shall have agreed to the form and contents of Membership Interest to the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement.Partnership, (e) All other terms the Assignment Agreement necessary to vest all right, title and conditions interest of this Agreement required the Partnership in and to be complied with on or before the Closing Date shall have been complied withMembership Interest to OpCo, and such other customary instruments of transfer and conveyance, including the Seller Assignment and Assumption Agreement between LD 11 and Landmark Infrastructure Asset OpCo LLC, necessary to vest all right, title and interest of LD 11 in and to certain of the Purchaser shall have the ability Assets to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date.Landmark Infrastructure Asset OpCo LLC; (f) The Seller shall have paid all fees and expenses payable a settlement statement mutually approved by it to the Purchaser pursuant to Section 8 hereof.Parties; and (g) The Certificates to each other document or instrument specified in or as may be so rated shall have been assigned ratings reasonably required by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplementthis Agreement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All At the Closing, Shareholder Group will deliver to Purchaser a certificate or certificates representing the Shares being purchased, duly endorsed for transfer or accompanied by appropriate stock powers duly executed in blank, and Purchaser will pay the purchase price in immediately available funds by wire transfer to an account designated by Shareholder Group. Transfer taxes, if any, imposed as a result of the representations and warranties exercise of the Seller Purchase Option and the Purchaser specified in Section 4 transfer of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall any Applicable Shares will be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified datepaid by Shareholder Group. (b) All Closing Documents specified in Section 7 The obligation of Purchaser and Shareholder Group to consummate the purchase and sale of the Applicable Shares pursuant to this Agreement, in such forms as are agreed upon and reasonably acceptable Article III will be subject to the Seller fulfillment of the following conditions: (i) the expiration or termination of the Purchaser, as applicable, waiting period applicable to the consummation of such transactions under the HSR Act and any other applicable antitrust laws; and (ii) none of the parties hereto shall be duly executed and delivered by all signatories as required pursuant subject to any order or injunction of a court of competent jurisdiction which prohibits the respective terms thereofconsummation of such transactions. (c) The Seller obligations of Shareholder Group pursuant to this Article III shall also be subject to Purchaser not violating any of its material obligations under the Tender Agreement. Each of the parties hereto will promptly make and will use all reasonable efforts to cause each of their respective affiliates to make, all such filings and take all such actions as may be reasonably required in order to permit the lawful exercise of the Purchase Option, as promptly as possible. The date of any Closing may be extended, if required, to the next business day following (1) the date that any applicable waiting period(s) under the HSR Act and any other applicable antitrust laws shall have delivered and released to expired or been earlier terminated, (2) the Purchaser or its designee date that all documents required to be delivered to other necessary governmental approvals for the Purchaser as sale of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of Shares for which the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date Purchase Option shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated exercised shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreementobtained, and neither (3) the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled satisfaction of any other condition to the Closing Dateunder the Tender Agreement. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of a Transfer or Change of Control to which Section 4.2 or Section 4.3 applies shall take place at such time and place as the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on Dragging Shareholders or prior to the Closing Date: Initiating Shareholders (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreementas applicable) shall be true and correct as of specify by notice to each Participating Seller within 30 days after the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller Tag Along Offer or the PurchaserDrag Along Notice, as applicable, shall is provided by the Company or the Dragging Shareholders or Initiating Shareholders (as applicable) in accordance with Section 4.2 or Section 4.3. At the closing of such Tag Along Transfer or Approved Sale, each Participating Seller shall, if applicable, deliver any certificates evidencing the Company Securities to be Transferred by such Participating Seller, duly executed endorsed for Transfer and/or such other instruments of Transfer as the Company or the Dragging Shareholders or Initiating Shareholders (as applicable) may reasonably require, free and delivered clear of any liens or encumbrances, with any necessary Transfer tax stamps affixed, against delivery of the applicable consideration. The delivery of any applicable Transfer documentation under this Section 4.4.4 will be deemed a representation and warranty by the Participating Seller delivering such documentation that: (i) such Participating Seller has full right, title and interest in and to the Company Securities being sold by such Participating Seller; (ii) such Participating Seller has all signatories necessary power and authority and has taken all necessary action to sell the Company Securities being sold by such Participating Seller as contemplated; (iii) the Company Securities being sold by such Participating Seller are free and clear of any and all liens or encumbrances, (iv) there is no adverse claim pending or, to the Participating Seller’s knowledge, threatened, with respect to the Company Securities being sold by such Participating Seller and (v) there are no consents required in connection with, or legal or contractual restrictions on, the Transfer of such Company Securities (other than pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in , the Memorandum and the Prospectus SupplementArticles of Association or applicable securities laws). (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The (a) Subject to Article VII, unless otherwise mutually agreed in writing between the Company and the Requisite Commitment Parties, the closing of the sale of Backstop Commitments (the Mortgage Loans “Closing”) shall be held take place at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ & ▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation , Suite 3300, Houston, Texas 77002, at 10:00 a.m., Houston, Texas time, on the date on which all of the Seller and conditions set forth in Article VII shall have been satisfied or waived in accordance with this Agreement (other than conditions that by their terms are to be satisfied at the Purchaser to close shall be Closing, but subject to the satisfaction or waiver of each of the following conditions such conditions). The date on or prior to which the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) actually occurs shall be true and correct referred to herein as of the “Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.” (b) All Closing Documents specified At the Closing, the funds held in Section 7 of this Agreement, in such forms as are agreed upon the Escrow Account (and reasonably acceptable any amounts paid to a Rights Offering Subscription Agent bank account pursuant to the Seller or the Purchaserlast sentence of Section 2.4(b)) shall, as applicable, shall be duly executed released and delivered by all signatories as required pursuant to utilized in accordance with the respective terms thereofPlan. (c) The Seller shall have delivered At the Closing, issuance of the Unsubscribed Shares and released Available Shares will be made by the Reorganized Company to the Purchaser each Commitment Party (or to its designee all documents required in accordance with Section 2.6(a)) against payment of the aggregate Per Share Purchase Price for the Unsubscribed Shares and Available Shares purchased by such Commitment Party, in satisfaction of such Commitment Party’s Backstop Commitment. Unless a Commitment Party requests delivery of a physical stock certificate, the entry of any Unsubscribed Shares and Available Shares to be delivered pursuant to this Section 2.5(c) into the account of a Commitment Party pursuant to the Purchaser as Reorganized Company’s book entry procedures and delivery to such Commitment Party of an account statement reflecting the Closing Date pursuant to Section 2 book entry of such Unsubscribed Shares and Available Shares shall be deemed delivery of such Unsubscribed Shares and Available Shares for purposes of this Agreement. . Notwithstanding anything to the contrary in this Agreement, all Unsubscribed Shares and Available Shares will be delivered with all issue, stamp, transfer, sales and use, or similar transfer Taxes or duties that are due and payable (dif any) The result in connection with such delivery duly paid by the Company on behalf of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus SupplementReorganized Company. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing Subject to the satisfaction or waiver of the sale conditions to closing set forth in ARTICLE VII, the closing (the “Closing”) of the Mortgage Loans transactions contemplated by this Agreement shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ Sidley Austin LLP at ▇▇▇▇▇ Fargo Plaza, ▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇, ▇▇▇▇▇ obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditions ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇ on or prior to the Closing Date:. The Closing shall be deemed to be effective as of the Effective Time. (a) All At the Closing, each of the representations Contributing Parties shall, for and warranties on behalf of itself, execute and deliver to the Company a certificate in the form specified in Treasury Regulation Section 1.1445-2(b)(2)(iv), certifying that such Contributing Party is not a “foreign person” within the meaning of Section 1445 of the Seller and the Purchaser specified in Section 4 of this Agreement Code (including, without limitationcollectively, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date“Contributor FIRPTA Certificates”). (b) All Closing Documents specified At the Closing, in Section 7 addition to any other documents to be delivered under other provisions of this Agreement, the Parties shall, execute and deliver to the other Parties the following documents to which each such Party is party thereto, respectively (collectively, the “Closing Deliverables”): (i) the A&R Remora Holdings LLC Agreement; (ii) the Conveyance Documents; (iii) the Class B Subscription Agreement; (iv) an executed and acknowledged recordable release or releases in such forms as are agreed upon and a form reasonably acceptable to the Seller or Company, in sufficient counterparts for recording in all applicable jurisdictions, of any trust, mortgages, financing statements, fixture filings and security agreements, in each case, securing indebtedness for borrowed money made by the PurchaserContributing Party affecting each Contributing Party’s Contributed Interests, as applicable, shall be duly executed and delivered ; (v) any state or federal conveyance form required by all signatories any applicable Governmental Entity to consummate the transactions contemplated by this Agreement on the terms contained herein. (vi) the Registration Rights Agreement substantially in the form attached as required pursuant an exhibit to the respective Registration Statement at the time of the pricing of the Initial Public Offering (the “Registration Rights Agreement”); (vii) the Management Services Agreement substantially in the form attached as an exhibit to the Registration Statement at the time of the pricing of the Initial Public Offering; and (viii) any other document reasonably requested by the Company to consummate the transactions contemplated by this Agreement on the terms thereofcontained herein. (c) The Seller shall have delivered and released At the Closing, in addition to the Purchaser or its designee all any other documents required to be executed and delivered to the Purchaser as of the Closing Date pursuant to Section 2 under other provisions of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date.: (i) The Seller the Company shall have received adopt the purchase price for First Amended and Restated Bylaws of the Mortgage Loans pursuant Company, in substantially the form attached as an exhibit to Section 1 hereof. Each party agrees the Registration Statement at the time of the pricing of the Initial Public Offering (the “Bylaws”); and (ii) the Company shall execute the Amended and Restated Certificate of Incorporation of the Company, in substantially the form attached as an exhibit to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase Registration Statement at the Mortgage Loans time of the pricing of the Initial Public Offering (the “A&R Certificate of Incorporation”), and, on the Closing Date, file the same with the Delaware Secretary of State and provide evidence of acceptance for filing from the Delaware Secretary of State to the Parties.

Closing. The closing (a) On the Closing Date and subject to the satisfaction or waiver of the sale terms and conditions of this Agreement, the Subscriber, in the amounts set forth on the signature page hereto, shall purchase and the Company shall sell to each such Subscriber in the amount set forth on the signature page hereto, the Purchased Shares and the Warrants as described in Section 3 of this Agreement. (b) The occurrence of the Mortgage Loans shall be held at Closing is expressly contingent on (i) payment by the offices Subscriber of Cadwaladerthe Purchase Price, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ (ii) delivery by the Company to ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation & Prager, LLP, to be held in escrow pending the Closing, of one or more original signed stock certificates representing the Purchased Shares, issued in the name of the Seller Subscriber and original ink-signed Warrants issued by the Purchaser to close shall be subject Company to the satisfaction of each of Subscriber (such stock certificates and Warrants, the following conditions “Delivered Certificates”), (iii) the truth and accuracy, on or prior to the Closing Date: (a) All Date of the representations and warranties of the Seller Company and Subscriber contained in this Agreement, (iv) the Purchaser specified continued compliance with the covenants of the Company set forth in this Agreement through such date, (v) the non-occurrence prior to that date of any event that with the passage of time or the giving of notice could become an Event of Default, as defined in Section 4 7 hereof or other default by the Company of its obligations and undertakings contained in this Agreement Agreement, (including, without limitation, vi) the delivery by the Company on the Closing Date of a certificate substantially in the form of Exhibit E (the “Closing Certificate”) signed by its chief executive officer or chief financial officer (1) representing the truth and accuracy of all the representations and warranties set forth on Exhibit 2 to made by the Company contained in this Agreement) shall be true and correct , as of the Closing Date, provided that any as if such representations and warranties were made and given on such date, except for changes that will not have alone, or in any combination in the aggregate, a Material Adverse Effect (as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified defined in Section 7 5(a) of this Agreement), (2) certifying that the information contained in such forms the schedules and exhibits hereto is substantially accurate as are agreed upon of the Closing Date, except for changes that do not constitute a Material Adverse Effect, (3) adopting and reasonably acceptable renewing the covenants and representations set forth in Sections 5, 7, 8, 9, 10, 11, and 12 of this Agreement in relation to the Seller or Closing Date, the PurchaserPurchased Shares and the Warrants, as applicableand (4) certifying that no Event of Default has occurred, shall be duly executed and delivered by all signatories as required pursuant (vii) a legal opinion of Company Counsel nearly identical to the respective terms thereof. (c) The Seller legal opinion referred to in Section 6 of this Agreement shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of Subscriber on the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory in relation to the Purchaser and its affiliates in their sole determination Company, the Purchased Shares and the parties shall have agreed to Warrants (the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement“Closing Legal Opinion ”). (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The Subject to the satisfaction (or waiver by the applicable parties) of the conditions set forth in Section 5.1 below, the closing of the sale of Transactions (the Mortgage Loans shall be held “Closing”) will take place remotely on May 22, 2023 or at such time and place as the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller Company and the Purchaser to close shall be subject to parties may agree in writing (the satisfaction of each of the following conditions on or prior to the “Closing Date: ”). At the Closing, (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) each Holder shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller deliver or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required cause to be delivered to the Purchaser Company all right, title and interest in and to its Exchanged Notes as specified on Exhibit A hereto, free and clear of any mortgage, lien, pledge, charge, security interest, encumbrance, title retention agreement, option, equity or other adverse claim thereto (collectively, “Liens”), together with any documents of conveyance or transfer that the Company may deem necessary or desirable to transfer to and confirm in the Company all right, title and interest in and to the Exchanged Notes, free and clear of any Liens (no later than 12:00 noon Eastern Daylight Time on the day of Closing), and (b) the Company shall deliver or cause to be delivered to each Holder the Exchange Consideration specified for such Holder on Exhibit A hereto, as specified on, and pursuant to the wire instructions provided by each Holder on, Exhibit B hereto, which Exhibit B, may be provided within one (1) Business Day of the date set forth at the top of this Agreement. For the avoidance of doubt, in the event of any delay in the Closing as described above, the Holders shall not be required to deliver the Exchanged Notes until the Closing occurs. The Company may at any time (whether before, simultaneously with or after the Closing) deliver the Exchange Consideration to one or more other holders of Outstanding Notes or to other investors (any such issuances pursuant to agreements dated as of the Closing Date pursuant to Section 2 of this Agreement. (d) date hereof, the “Aggregated Transactions”). The result delivery of the examination and audit performed Exchanged Notes shall be effected promptly following the receipt by such Holder of the Exchange Consideration through the direction by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents Holder of the Seller Information (as defined eligible DTC participant through which the Holder holds a beneficial interest in the Indemnification Agreement) Exchanged Notes to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price a free delivery through DTC for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans aggregate principal amount of Exchanged Notes set forth on the Closing Date.Exhibit A.

Closing. 20.1. The closing of transfers and deliveries to be made pursuant to this agreement (the sale of the Mortgage Loans "Closing") shall be held made by and take place at the offices of Cadwaladerthe Exchange Agent or other location designated by the Constituent Corporations without requiring the meeting of the parties hereof. All proceedings to be taken and all documents to be executed at the Closing shall be deemed to have been taken, Wickersham & Taft LLPdelivered and executed simultaneously, One World Financial Centerand no proceeding shall be deemed taken nor documents deemed executed or delivered until all have been taken, New Yorkdelivered and executed. 20.2. Any copy, NY 1028▇ ▇▇ ▇:▇▇ a.m.facsimile telecommunication or other reliable reproduction of the writing or transmission required by this agreement or any signature required thereon may be used in lieu of an original writing or transmission or signature for any and all purposes for which the original could be used, ▇ew Yor▇ provided that such copy, facsimile telecommunication or other reproduction shall be complete reproduction of the entire original writing or transmission or original signature. 20.3. At the Closing, S▇▇▇▇▇ shall deliver to the Exchange Agent in satisfactory form, if not already delivered to New Millennium: (i) A list of the holders of record of the shares of S▇▇ ▇▇▇▇ Common Stock being exchanged, with an itemization of the number of shares held by each, the address of each holder, and the aggregate number of shares of New Millennium Common Stock to be issued to each holder; (ii) Evidence of the execution and adoption of this Agreement in such manner as is required by law including all appropriate action by directors and, if required, by shareholders; (iii) Certificate of the Secretary of State of Delaware as of a recent date as to the good standing of S▇▇▇▇▇▇▇ ; (iv) Certified copies of the resolutions of the board of directors of S▇▇▇▇. ▇ authorizing the execution of this agreement and the consummation of the Merger; (v) The S▇▇▇▇▇ obligation Financial Statements; (vi) Secretary's certificate of incumbency of the Seller officers and directors of S▇▇▇▇▇; (vii) Any document as may be specified herein or required to satisfy the Purchaser conditions, representations and warranties enumerated elsewhere herein; and (viii) The share certificates for the outstanding Common Stock of S▇▇▇▇▇ to close be exchanged hereunder or, where any such certificate is not delivered, an affidavit of lost certificate or other reason for non-delivery. 20.4. At the Closing, New Millennium shall be subject deliver to the satisfaction of each of the following conditions on or prior Exchange Agent in satisfactory form, if not already delivered to the Closing DateS▇▇▇▇▇: (ai) All A list of its shareholders of record; (ii) Evidence of the execution and adoption of this Agreement in such manner as is required by law including all appropriate action by directors and, if required, by shareholders; (iii) Certificate of the Secretary of State of its state of incorporation as of a recent date as to the good standing of New Millennium; (iv) Certified copies of the resolutions of the board of directors of New Millennium authorizing the execution of this agreement and the consummation of the Merger; (v) The New Millennium Financial Statements; (vi) Secretary's certificate of incumbency of the officers and directors of New Millennium; (vii) Any document as may be specified herein or required to satisfy the conditions, representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date.enumerated elsewhere herein; and (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (cviii) The Seller shall have delivered and released to the Purchaser or its designee all documents required share certificates of New Millennium to be delivered to the Purchaser as shareholders of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination S▇▇▇▇▇ hereunder, in proper names and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied withamounts, and the Seller bearing legends, if any, required and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Dateappropriate under applicable securities laws. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans This Agreement shall be held at the offices of Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller become effective and the Purchaser to close closing hereunder shall be subject occur upon receipt by the Administrative Agent of (x) all fees and other amounts due and payable to the satisfaction of each of the following conditions Administrative Agent on or prior to the Closing DateDate and (y) the following documents, each dated the Closing Date unless otherwise indicated, and each in form and substance reasonably satisfactory to the Administrative Agent: (a) All executed counterparts of this Agreement; (b) a duly executed Note of the representations and warranties Company for the account of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 each Bank that has requested a Note at least two Domestic Business Days prior to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with dated on or before the Closing Date and complying with the provisions of Section 2.04; (c) an opinion of (i) in-house Ohio counsel to the Company and (ii) local counsel to each of the other Credit Parties; (d) an opinion of White & Case LLP, New York counsel to the Company; (e) certified copies of (x) the organizational or constitutional documents of the Credit Parties, (y) resolutions evidencing the authority for and the validity of this Agreement and the Notes, and (z) all documents evidencing other necessary organizational action and governmental approvals, if any, with respect to this Agreement and the Notes; (f) an officer’s certificate of the Company certifying that (i) no Default as of the Closing Date has occurred and is continuing, and (ii) the representations and warranties contained in Article 4 are true and correct in all material respects on and as of the Closing Date as if made on and as of such date (except (i) where such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall have been complied withtrue and correct in all material respects as of such earlier date and (ii) any representation or warranty that is qualified as to materiality or “Material Adverse Effect” shall be true and correct in all respects); (g) a certificate from the Secretary of State of the jurisdiction of organization of each Credit Party that is organized under the laws of the United States or any State thereof dated a date reasonably close to the Closing Date as to the good standing of, if applicable, and organizational documents filed by such Credit Party; (h) a secretary’s certificate of each Credit Party certifying the Seller names and true signatures of the officers of such Credit Party authorized to sign this Agreement and the Purchaser shall have Notes and the ability other documents to be delivered hereunder to which such Credit Party is a party; (i) at least three Business Days prior to the Closing Date, any documentation or other evidence reasonably requested by the Administrative Agent and the Banks at least three Business Days prior to the Closing Date in order to comply with all terms necessary “know your customer” or other similar checks under all applicable laws and conditions regulations and, to the extent any Credit Party qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a duly executed Beneficial Ownership Certification in relation to such Credit Party; and (j) evidence that, substantially concurrently with the closing hereunder, all commitments under the Existing Credit Agreements shall be terminated, and perform all duties amounts owing thereunder shall be repaid in full. The Administrative Agent shall promptly notify the Company and obligations required to be complied with or performed after the Banks of the occurrence of the Closing Date. (f) The Seller , and such notice shall be conclusive and binding on all parties hereto. Without limiting the generality of Section 7.04, for purposes of determining compliance with the conditions specified in this Section 3.01, each Bank that has signed this Agreement shall be deemed to have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates consented to, approved or accepted or to be so rated shall have been assigned ratings satisfied with, each document or other matter required thereunder to be consented to or approved by each Rating Agency no lower than or acceptable or satisfactory to a Bank unless the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller Administrative Agent shall have received notice from such Bank prior to the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use proposed Closing Date specifying its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Dateobjection thereto.

Closing. 6.1 The closing of the sale of the Mortgage Loans shall be held at the offices of Cadwalader, Wickersham Latham & Taft Watkins LLP, One World Financial Center885 Third Avenue, New York, NY 1028▇ 10022 at 9:00 a.▇., ▇ew ▇▇▇▇ ▇:▇▇ a.m.me, ▇ew Yor▇ ▇▇▇▇, ▇▇ on ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall ▇▇▇▇▇▇▇ ▇▇▇▇▇ be subject to the satisfaction of each of the following conditions on or prior to the Closing Dateconditions: (a) 6.1.1 All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement hereof (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreementhereto) shall be true and correct as of the Closing DateDate (to the extent of the standard, provided that any representations if any, set forth in each representation and warranties made as of a specified date shall be true and correct as of such specified datewarranty). (b) 6.1.2 All Closing Documents specified in Section 7 of this Agreementhereof, in such forms as are agreed upon and reasonably acceptable to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The 6.1.3 Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreementhereof. (d) 6.1.4 The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Seller's Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) 6.1.5 All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The 6.1.6 Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) 6.1.7 The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) 6.1.8 No Underwriter shall have terminated the Underwriting Agreement and none of the Initial Purchaser Purchasers shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser Purchasers shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The 6.1.9 Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. . 6.2 Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing consummation of the sale transaction contemplated by this Agreement by delivery of documents and payments of money shall take place at 1:00 p.m. Eastern Time on the Mortgage Loans shall be held Scheduled Closing Date at the offices of CadwaladerFried, Wickersham & Taft LLPFrank, One World Financial CenterHarris, New York, NY 1028▇ ▇▇▇▇▇▇▇ & ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇▇, located at ▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser to close shall be subject Notwithstanding anything in this Agreement to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (contrary, including, without limitation, Seller’s right to adjourn the representations and warranties Scheduled Closing Date set forth on Exhibit 2 to this Agreement) in Section 6.3(a), the Scheduled Closing Date shall be true adjourned to no later than November 15, 2003 (the “Outside Closing Date). If the Closing does not occur by the Outside Closing Date, this Agreement shall automatically terminate and correct as shall be of no further force and effect, whereupon (x) the ▇▇▇▇▇▇▇ Money Deposit shall be returned to Purchaser, unless the failure of the Closing Dateto occur by the Outside Closing Date is due to a default by either party, provided in which event the provisions of Article XIII shall apply, and (y) neither party hereto shall have any further rights under this Agreement other than with respect to the Termination Surviving Obligations. At Closing, the events set forth in this Article X will occur, it being understood that any representations the performance or tender of performance of all matters set forth in this Article X are mutually concurrent conditions which may be waived by the party for whose benefit they are intended. The acceptance of the LLC Assignment and warranties made as of a specified date Assumption by Purchaser shall be true deemed to be full performance and correct as discharge of such specified date. (b) All each and every agreement and obligation on the part of Seller to be performed hereunder, other than the Closing Documents specified in Section 7 Surviving Obligations. The acceptance of this Agreementthe Purchase Price by Seller shall be deemed to be full performance and discharge of each and every agreement and obligation on the part of the Purchaser to be performed hereunder, other than the Closing Surviving Obligations. The parties agree to provide all of the documents required under Sections 10.2 and 10.3 to the Escrow Agent, in such forms as are agreed upon and reasonably acceptable escrow, at least one day prior to the Seller or the Purchaser, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement. (d) The result of the examination and audit performed by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (e) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Scheduled Closing Date. (f) The Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The (a) Subject to the satisfaction or, if permissible, waiver of the conditions set forth in ARTICLE IX, the closing of the sale Transactions (the “Closing”) will take place at 10:00 a.m., New York time, on the third Business Day after the date on which the last of the Mortgage Loans shall conditions required to be held satisfied or waived pursuant to ARTICLE IX hereof is either satisfied or waived (other than conditions that, by their nature, are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), but no earlier than December 1, 2010 at the offices of CadwaladerSkadden, Wickersham & Taft LLPArps, One World Financial CenterSlate, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇. , ▇▇▇ obligation ▇▇▇▇ ▇▇▇▇▇, unless another time, date or place is agreed to in writing by the parties hereto (such date on which the Closing occurs, the “Closing Date”). The parties will cooperate to cause the Closing to occur immediately following or concurrently with the closing of the Seller CBNA Transaction and the Purchaser to close shall be subject to the satisfaction of each of the following conditions on or prior to the Closing Date: (a) All closing of the representations and warranties of the Seller and the Purchaser specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct as of the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified dateMerger Transaction. (b) All Closing Documents specified in Section 7 of this Agreement, in such forms as are agreed upon and reasonably acceptable Each condition precedent to the Seller Closing will be deemed to have been satisfied or waived for the Purchaserpurposes of ARTICLE IX, as applicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof. (c) The Seller shall have delivered and released to the Purchaser or its designee all documents required to be delivered to the Purchaser as each of the Closing Date pursuant Transactions will be deemed to Section 2 of this Agreement. (d) The result of have been consummated, upon the examination execution and audit performed delivery by the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in their sole determination and the parties shall have agreed to the form and contents Seller of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum Satisfaction Certificate and the Prospectus Supplement. (e) All other terms execution and conditions delivery by Buyer Parent of the Buyer Satisfaction Certificate. The execution and delivery of a Buyer Satisfaction Certificate or Seller Satisfaction Certificate is not intended to affect any party’s rights under any Merger Transaction Agreement, CBNA Transaction Agreement or Transaction Agreement after the Closing, including any right to claim that a breach of any representation, warranty or covenant in this Agreement required to be complied with on or before the Closing Date shall have been complied with, and the Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed after the Closing Date. (f) The Seller shall have paid all fees and expenses payable by it has occurred at any time prior to the Purchaser pursuant to Section 8 hereofClosing. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise cancelled the Closing Date. (i) The Seller shall have received the purchase price for the Mortgage Loans pursuant to Section 1 hereof. Each party agrees to use its best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.