Common use of Conditions to Closing Clause in Contracts

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. No Lender shall be obligated to make the Loan hereunder until the following conditions have been satisfied in the sole discretion of, or waived in writing by, the Administrative Agent: (a) The obligations Borrower and the Servicer have each provided evidence satisfactory to the Administrative Agent that each such entity has been duly organized, and is validly existing in good standing, under the laws of the Purchaser under this Agreement will be subject state of its formation, with all requisite power and authority to own or lease its properties and conduct its business as such business is presently conducted, and had at all relevant times and now has all necessary power, authority and legal right to acquire, own, sell and pledge the satisfactionReceivables, on or prior to the Closing Date, of the following conditions:as applicable; (ib) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement Transaction Document shall have been duly performed executed by, and complied with in all material respects; all of delivered to, the representations parties thereto, and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event Administrative Agent shall have occurred whichreceived such other documents, instruments, agreements, financing statements, control agreements, security agreements, insurance certificates and legal opinions as the Administrative Agent shall reasonably request in connection with notice or the passage of time, would constitute a default under transactions contemplated by this Agreement, or including, without limitation, all those specified in the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers schedule of the Seller. (ii) The Purchaser shall have received all of the following closing documentscondition precedent documents attached hereto as Schedule I, in each such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, case in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatoriesAdministrative Agent; (Dc) A certificate The Administrative Agent shall have received (i) reasonably satisfactory evidence that the Borrower and the Servicer each have obtained all required consents and approvals of an officer of the Seller dated as of the Closing Dateall Persons, in a form reasonably acceptable including all requisite Governmental Authorities, to the Purchaserexecution, delivery and attached thereto performance of this Agreement and the resolutions other Transaction Documents to which each is a party and the consummation of the Seller's authorizing the transactions contemplated by this Agreement, together with copies hereby or thereby or (ii) an Officer’s Certificate from each of the charter Borrower and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise Servicer in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating AgencyAdministrative Agent affirming that no such consents or approvals are required; (Fd) A letter from The Borrower and the Servicer shall each be in compliance in all material respects with all Applicable Laws and shall have delivered to the Administrative Agent as to this and other closing matters a certification in the form of Exhibits E-1 and E-2, as applicable; (e) The Borrower and the Servicer shall have delivered to the Administrative Agent duly executed Powers of Attorney in the form of Exhibits F-1 and F-2, as applicable; (f) The Borrower shall have delivered to the Administrative Agent a certificate as to Solvency in the form of Exhibits D; (g) The Administrative Agent shall have received a duly executed copy of the Rating Agencies giving each Class of Certificates set forth on Schedule A Note, in a principal amount equal to the rating set forth on Schedule A; andFacility Amount; (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iiih) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant Borrower shall have delivered to the Underwriting Administrative Agent fully-executed copies of the Securities Account Control Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished with respect to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions:Collection Account); (i) The obligations Backup Servicer has taken, and the Servicer has permitted, all necessary action to obtain access and the information from the Servicer’s servicing system to perform its responsibilities hereunder; (j) All fees and expenses due and payable by the Borrower as of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement Transaction Documents shall have been duly performed and complied received by the applicable party; (k) The Servicer shall have delivered a sample Servicing File to the Administrative Agent which shall be reasonably satisfactory to the Administrative Agent; (l) There shall be no material pending claim, investigation or litigation with respect to the Borrower or the Servicer by any state or federal governmental entity except as disclosed in all material respects, and all of writing to the Administrative Agent prior to the Closing Date; (m) The representations and warranties of the Purchaser under this Agreement shall be Borrower contained in Article IV are true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (En) Such The Administrative Agent shall have received and reviewed such financial and other documents, certificates (including additional representations and warranties) and opinions information as it may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;request.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (Ciii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (Div) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's ’s authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (Ev) One or more opinions of counsel from the Seller's ’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (Fvi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (Gvii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv4) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (Ciii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's ’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (Div) One or more opinions of counsel from the Purchaser's ’s counsel in form and substance reasonably satisfactory to the Seller; and (Ev) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein[Reserved]; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 1 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (GF) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein[Reserved]; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations obligation of Buyer to consummate the transaction contemplated hereby is conditioned upon full satisfaction by Sellers or written waiver by Buyer of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to following conditions precedent as of the Closing Date, of the following conditions: (iA) Each All representations and warranties of Sellers made herein remain materially true and correct; (B) Sellers shall have performed all of the obligations of the Seller required and covenants undertaken by Sellers in this Contract to be performed by Sellers at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the AmendmentClosing; (C) The Pooling and Servicing Agreement, Sellers shall have delivered to Buyer or Title Company all of the documents enumerated in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatoriesSection 8 hereof; (D) A certificate The Improvements (including, but not limited to, the mechanical systems, plumbing, electrical, wiring, appliances, fixtures, heating, air conditioning and ventilating equipment, elevators, boilers, equipment, roofs, structural members and furnaces) shall be at Closing in substantially the same condition as on the Effective Date of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, this Contract except for normal wear and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter tear and by-laws of the Sellersuch damage from casualty or condemnation that is waived or accepted under Section 14 hereof; (E) One or more opinions of counsel from The Property shall have no encumbrances other than the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating AgencyPermitted Exceptions; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure All apartment units located on the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall Property which have been issued and sold vacated more than five (5) business days prior to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement Closing shall be subject in “rent-ready” (as defined below) condition. If all such vacant apartment units are not in a rent-ready condition at Closing, Buyer shall receive a credit against the Purchase Price of $500.00 for each such unit vacant and non rent-ready; provided, however, that if any of such vacant apartment units that are not in a rent-ready condition require replacement of carpet, then the $500.00 rent-ready credit shall increase to the satisfaction$1500.00 for each such unit vacant and non rent-ready. A “rent-ready” unit shall mean a unit that is freshly painted, on carpeting that is cleaned or prior to the Closing Datereplaced, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respectsas necessary, and all of the representations working appliances and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaserfixtures. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. The obligation of each party to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before each Closing Date: (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the respective representations and warranties of the Seller, the Seller under this Agreement Eligible Lender Trustee, the Depositor and the Depositor Eligible Lender Trustee set forth in Articles III and IV hereof, respectively, shall be true and correct in all material respects at and as of the applicable Closing Date as though then made, except that any such representation or warranty made as of a specified date or dates specified (other than the date hereof) shall only need to have been true on and as of such date; (b) Each party shall have performed in all material respects; respects all of the covenants and no event agreements required to be performed and complied with by it under this Agreement prior to the applicable Closing Date; (c) Each party shall have occurred which, with notice or the passage of time, would constitute a default under this Agreementobtained, or caused to be obtained, each consent and approval required in order to complete the Pooling and Servicing Agreement; and transactions contemplated hereby including, without limitation, rating agency confirmations; (d) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the Purchaser consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (e) On the applicable Closing Date, the Seller shall have received certificates to that effect signed by authorized officers of from the Depositor the Purchase Price in immediately available funds; (f) On the Initial Closing Date or each Subsequent Closing Date as applicable, the Seller. , the Seller Eligible Lender Trustee, the Depositor or the Depositor Eligible Lender Trustee, as applicable (ii) The Purchaser shall have received all and any other parties to each of the following closing documentsagreements or instruments), in such forms as are agreed upon shall have executed and reasonably acceptable delivered the following to the Purchaserapplicable parties, duly executed by all signatories other than together with the Purchaser as required pursuant to execution and delivery of this Agreement (provided, however, that this Agreement shall be deem delivered immediately prior to, but nevertheless subject to, the respective terms thereof:delivery of the following agreements or instruments): (A1) If required On the Initial Closing Date, an original executed Depositor Administration Agreement between the Depositor and the Administrator, or, if previously delivered, a confirmation thereof; (2) On the Initial Closing Date, an executed original Depositor Servicing Agreement between the Depositor and the Servicer, or, if previously delivered, a confirmation thereof; (3) On the Initial Closing Date and each Subsequent Closing Date, bills of sale, blanket endorsements and such other instruments of transfer, assignment and delivery as each of the Depositor and the Depositor Eligible Lender Trustee shall have reasonably requested pursuant to Section 3 hereof, 2.02; (4) On the Amendment dated as of the Initial Closing Date and any documents referred each Subsequent Closing Date, a certificate of an appropriate officer of each of the Seller and the Seller Eligible Lender Trustee, dated the applicable Closing Date, stating that the conditions set forth in subsections 7.01 (b) and (c) to therein;be satisfied by the Seller and the Seller Eligible Lender Trustee, respectively, have been satisfied; and (B5) If required pursuant to Section 3 hereofOn the Initial Closing Date, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (Ca) The Pooling and Servicing Agreementlegal opinions, in form and substance reasonably satisfactory to the Trustee parties listed in subsection 7.01(a) and their respective counsel, with respect to the Purchaser, organization and all documents required thereby duly executed by all signatories; (D) A certificate authority of an officer each of the Seller dated as of and the Closing Date, in a form reasonably acceptable to the PurchaserDepositor, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreementsuch other matters as such counsel may reasonably require and (b) such other opinions, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations instruments and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to agreements ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to LLP, the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to Depositor or the Purchaser such other certificates of its officers Depositor Eligible Lender Trustee, or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel their respective counsels, may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (aA) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (Aa) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinMortgage Loan Schedule; (Bb) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (Dc) A a certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the SellerMortgage Loan Seller and evidence as to the good standing of the Mortgage Loan Seller dated as of a recent date; (Ed) One one or more opinions of counsel from the Mortgage Loan Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (Fe) A a letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (Gf) Such such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement and the Purchase Agreement, if applicable, shall have been issued and sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (bB) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (Ca) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions written consent of the shareholder of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, bylaws and evidence as to the good standing of the Purchaser dated as of a recent date; (Db) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; and (Ec) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. The obligations of Agent and Lenders to consummate the transactions contemplated herein and the obligations of Lenders to make the initial Revolving Advance under the Loan are subject to the satisfaction (or waiver), in the sole judgment and discretion of Agent, of the following: (a) The obligations Borrower shall have delivered to Agent (i) a Note payable to each Lender in an aggregate amount up to such Lender’s Revolving Loan Commitment, (ii) the other Loan Documents to which it or any Guarantor is a party, each duly executed by a Responsible Officer of Borrower and the Guarantors parties thereto, and (iii) a Borrowing Base Certificate for the initial Revolving Advances, executed by a Responsible Officer of Borrower; (b) all in form and substance satisfactory to Agent in its Permitted Discretion, Agent shall have received (i) a report of UCC financing statement, bankruptcy, tax and judgment lien searches performed with respect to Borrower and each Guarantor in each jurisdiction determined by Agent in its Permitted Discretion, and such report shall show no Liens on the Collateral (other than Permitted Liens), (ii) each document (including, without limitation, any UCC financing statement) required by any Loan Document or under law or requested by Agent to be filed, registered or recorded to create, in favor of Agent, for the benefit of itself and the other Lenders, a first priority and perfected security interest upon the Collateral, and (iii) evidence of each such filing, registration or recordation and of the Purchaser under this Agreement will be subject payment by Borrower of any necessary fee, tax or expense relating thereto; (c) Agent shall have received (i) the Charter and Good Standing Documents of Borrower and each Guarantor (to the satisfactionextent applicable), on all in form and substance acceptable to Agent in its Permitted Discretion, (ii) a certificate of the secretary or prior to assistant secretary of Borrower and each Guarantor in his or her capacity as such and not in his or her individual capacity dated the Closing Date, as to the incumbency and signature of the following conditions: Persons executing the Loan Documents on behalf of such Person in form and substance acceptable to Agent in its Permitted Discretion, and (iiii) Each a certificate executed by an authorized officer of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement Borrower, which shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling representation and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed warranty by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated Borrower as of the Closing Date and any documents referred to thereinthat the conditions contained in this Agreement have been satisfied; (Bd) If required pursuant Agent shall have received the written (i) legal opinion of Borrower’s outside legal counsel regarding certain customary closing matters, (ii) true-sale opinion of Borrower’s outside counsel and (iii) non-consolidation opinion of Borrower’s outside counsel, each in form and substance satisfactory to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the AmendmentAgent; (Ce) The Pooling Agent shall have received a certificate of the chief financial officer (or, in the absence of a chief financial officer, the chief executive officer) of Borrower, in his or her capacity as such and Servicing Agreementnot in his or her individual capacity, in form and substance reasonably satisfactory to Agent in its Permitted Discretion (each, a “Solvency Certificate”), certifying the Trustee solvency of Borrower, after giving effect to the transactions and the Purchaser, and all documents required thereby duly executed Indebtedness contemplated by all signatoriesthe Loan Documents; (Df) A certificate Agent shall have completed examinations, the results of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise which shall be satisfactory in form and substance reasonably satisfactory to Agent, in its Permitted Discretion, of Borrower and each Guarantor, including, without limitation, (i) an examination of background checks with respect to the Purchaserchief executive officer, chief financial officer and chief operating officer of Holdings and (ii) an examination of the Trustee Collateral and each Rating Agencythe Underwriting Guidelines, and Borrower shall have demonstrated to Agent’s satisfaction, in its Permitted Discretion, that (x) the forms of Portfolio Documents used by Borrower and Holdings comply, in all respects deemed material by Agent, in its Permitted Discretion, with all Applicable Law and (y) no operations of Borrower or Holdings are the subject of any governmental investigation, evaluation or any remedial action which would be reasonably expected to result in it being unable to perform its obligations in connection with these transactions, and (z) Borrower has no liabilities or obligations (whether contingent or otherwise), other than the Obligations, that are deemed material by Agent, in its Permitted Discretion; (Fg) A letter from each Agent shall have received (or is satisfied that it will receive simultaneously with the funding of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (Ginitial Revolving Advance) Such other documentsall fees, certificates (including additional representations charges and warranties) expenses due and opinions as may be reasonably necessary payable to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued Agent and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it Lenders on or prior to the Closing Date pursuant to the terms of this Agreement Loan Documents; (h) all in form and substance satisfactory to Agent, in its Permitted Discretion, Agent shall have been duly performed received such consents, approvals and complied agreements from such third parties as set forth on Schedule 4.1 hereto; (i) all corporate and other proceedings, documents, instruments and other legal matters of Borrower and any Guarantor (to the extent applicable) in connection with in all material respectsthe transactions contemplated by the Loan Documents (including, but not limited to, those relating to corporate and all capital structures of the representations and warranties Borrower) shall be satisfactory to Agent in its Permitted Discretion; (j) the making of the Purchaser under this Agreement Loans shall be true and correct not contravene in all any material respects as any Applicable Laws and there shall exist no Material Adverse Effect; (k) each Lender shall have received all required internal approvals; (l) Agent shall have received duly executed copies of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, Ivy Management Loan Agreement and the Seller documents, agreements, instruments and certificates executed in connection therewith, which shall evidence a minimum principal commitment amount of no less than $12,000,000; (m) Agent shall have received a certificate to that effect signed by an authorized officer duly executed copy of the Purchaser.Convertible Note; (iin) The Seller Agent shall have received copies of all of evidence that the following closing documentsVPC Bridge Notes have been extended to at least December 31, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein2021; (Bo) The Pooling Agent shall have received evidence of release and termination of, or Agent’s authority to release and terminate, any and all Liens and/or UCC financing statements in, on, against or with respect to any of the Collateral (other than Permitted Liens); (p) Backup Servicer shall have received the Verification Deliverables with respect to each Pledged Lease, and shall have issued and delivered to Agent the initial Verification Certificate (without any exceptions noted thereon unless otherwise waived by Agent) provided for in the Backup Servicing Agreement, all in form and substance reasonably satisfactory acceptable to the Seller, and all documents required thereby duly executed by all signatoriesAgent; (Cq) A certificate of an officer Agent shall have received evidence to the effect that Borrower, and Servicer have caused the portions of the Purchaser dated as computer files relating to the Pledged Leases and other Collateral pledged to the Agent on the Closing Date to be clearly and unambiguously marked to indicate that such Leases constitute part of the Closing Date, Collateral pledged by the Borrower in a form reasonably acceptable to accordance with the Seller, and attached thereto the resolutions terms of the Purchaser authorizing Loan Documents; (r) Agent shall have received a copy of the transactions contemplated by this Agreement Purchase and the Pooling and Servicing Sale Agreement, together with copies a certificate of the Purchaser's articles Secretary of incorporationBorrower certifying such document as being a true, correct and evidence as to the good standing of the Purchaser dated as of a recent datecomplete copy thereof; (Ds) One or more opinions of counsel Parent Entity shall have received not less than $5,000,000 from the Purchaser's counsel issuance of Series C stock on terms substantially similar to those set forth in form and substance reasonably satisfactory to the SellerSeries C Convertible Preferred Stock Purchase Agreement attached hereto as Exhibit K; and (Et) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure Agent shall have received evidence that Borrower has deposited an amount of not less than $75,000 into the intended rating from each Rating Agency for the Certificates;Interest Reserve Account.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the each Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the each Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or any of the Pooling and Servicing AgreementTransaction Documents; and the Purchaser shall have received certificates to that effect signed by authorized officers of each of the SellerMortgage Loan Sellers. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (Ci) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (Dii) A certificate of an officer of the Seller EMC dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's EMC authorizing the transactions contemplated by this Agreement, together with copies of the charter and articles of incorporation, by-laws and certificate of the Sellergood standing of EMC; (Eiii) A certificate of an officer of Master Funding dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of Master Funding authorizing the transactions contemplated by this Agreement, together with copies of the written consent of the sole member, limited liability company agreement and certificate of good standing of Master Funding; (iv) One or more opinions of counsel from the Seller's Mortgage Loan Sellers’ counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (Fv) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (Gvi) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv4) The Each Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its their respective counsel may reasonably request. (b) The obligations of the each Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this AgreementAgreement or any of the Transaction Documents, and the each Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Each Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the each Mortgage Loan Seller, duly executed by all signatories other than the related Mortgage Loan Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bi) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the SellerEMC, and all documents required thereby duly executed by all signatories; (Cii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the each Mortgage Loan Seller, and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreementother Transaction Documents to which it is a party, together with copies of the Purchaser's articles ’s certificate of incorporationformation, limited liability company agreement, and evidence as to the good standing of the Purchaser dated as of a recent date; (Diii) One or more opinions of counsel from the Purchaser's ’s counsel in form and substance reasonably satisfactory to each Mortgage Loan Seller and the SellerRating Agencies; and (Eiv) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be each Preferred Stockholder hereunder are subject to the satisfaction, on or satisfaction prior to the Closing Date, issuance of the Conversion Shares of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement Company shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred whichdelivered to Preferred Stockholders a certificate, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in of the Secretary or an Assistant Secretary of the Company, (A) attaching a form reasonably acceptable to the Purchaser, true and attached thereto complete copy of the resolutions of the Seller's authorizing Board of Trustees of the transactions Company, and of all documents evidencing other necessary corporate or shareholder action taken by the Company in connection with the matters contemplated by this Agreement, together with copies (B) attaching a true and complete copy of the charter and by-laws Restated Declaration of Trust, (C) setting forth the incumbency of the Sellerofficer or officers of the Company who sign this Letter Agreement, the other Documents, and each certificate for the Conversion Shares, including therein a signature specimen of such officer or officers, and (D) attaching a certificate of good standing (including tax status, if applicable) of the California Secretary of State; (Eii) One or more opinions of counsel from the Seller's counsel otherwise Company shall have received a "fairness" opinion, in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documentsPreferred Stockholders, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Duff & ▇▇▇▇▇▇▇ , LLC (or other recognized investment banking firm) addressed to the trustees of the Company, together with a letter permitting the Company to deliver the fairness opinion to each of the Preferred Stockholders, and confirming that the transactions contemplated hereby are fair, from a financial point of view, to the Company and the shareholders of the Company other than the Preferred Stockholders. (iii) all representations and warranties of the Company contained in Section 2 shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (other than representations and warranties that are dated as of a specified date earlier than the Closing Date, which shall be certified to be true, correct and complete as of such earlier date) the Company shall have performed all agreements on its part required to be performed under this Letter Agreement on or prior to the Closing Date and Preferred Stockholders shall have received a certificate signed by the chief executive officer of the Company dated as of the Closing Date, certifying as to the effect specified in this paragraph; (iv) the Company shall have delivered to the Preferred Stockholders such other documents, agreements, instruments, certificates and evidence relating to the matters contemplated by this Letter Agreement as Preferred Stockholders or its counsel shall reasonably require; (v) since December 31, 1997, there shall have been no material adverse change or development in the business, financial condition, operating results, assets, operations, business prospects, cash flow, net worth or any franchiser, customer, tenant, supplier or employee relationship of the Company (each a "Material Adverse Effect"); (vi) the Company shall have delivered certificates representing Conversion Shares to each of Preferred Shareholders; (vii) all of the outstanding shares of Preferred Stock shall have been tendered to the Company by Preferred Stockholders; (viii) the Company shall have obtained the consents described in Schedule 2.5 and each of the Preferred Stockholders shall have obtained the consents discussed in Section 3.4; (ix) there shall not be any pending or threatened action or proceeding (a) challenging this Agreement or the transactions contemplated hereby or seeking monetary damages in connection therewith or (b) which, in the reasonable judgement of any Preferred Stockholder, could be reasonably expected to have a Material Adverse Effect on the Company; and (x) the Company and each of the Preferred Stockholders shall have executed and delivered an amendment to that certain Registration Rights Agreement, dated as of October 1, 1994, by and among the Company and each of the Preferred Stockholders (the "Registration Agreement") to clarify that (i) Conversion Shares to be received by the Preferred Stockholders pursuant to the transactions contemplated herein shall be subject to the registration rights described in the Registration Agreement; and (ii) any and all securities that the Preferred Stockholders may receive in exchange for or in respect of Conversion Shares or thereafter shall be subject to the registration rights described in the Registration Agreement; and (xi) the Preferred Stockholders shall have received the opinion of Milbank, Tweed, ▇▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to & ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished , counsel for the Company, in form and substance reasonably acceptable to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably requestPreferred Stockholders. (b) The obligations of the Seller under this Agreement shall be Company hereunder are subject to the satisfaction, on or satisfaction prior to the Closing Date, issuance of the Common Stock of the following conditions: (i) The obligations all representations and warranties of each of the Purchaser Preferred Stockholders contained in Section 3 shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; each of the Preferred Stockholders shall have performed all agreements on its part required to be performed by it under this Agreement or any other Document on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, ; and the Seller Company shall have received a certificate to that effect signed by an authorized officer officer, or other comparable representative, of each of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser Preferred Stockholders dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence certifying as to the good standing of the Purchaser dated as of a recent dateeffect specified in this paragraph; (Dii) One each of the Preferred Stockholders shall have delivered to the Company original certificates representing all shares of Preferred Stock that it owns beneficially and stock powers duly executed or more opinions of counsel from endorsed in blank; (iii) the Purchaser's counsel Company shall have received a "fairness" opinion in form and substance reasonably satisfactory to the Sellertrustees of the Company and the Preferred Stockholders, from Duff & ▇▇▇▇▇▇, LLC (or other recognized investment banking firm) addressed to the trustees of the Company and confirming that the transactions contemplated hereby are fair, from a financial point of view, to the Company and the shareholders of the Company other than the Preferred Stockholders and the Company shall have received a letter from Duff & ▇▇▇▇▇▇, LLC permitting the Company to deliver such fairness opinion to each of the Preferred Stockholders; (iv) the Company shall have obtained the consents described in Section 2.4 and each of the Preferred Stockholders shall have obtained the consents discussed in Section 3.4; and (Ev) Such other documents, certificates (including additional representations and warranties) and opinions as may there shall not be reasonably necessary to secure pending or threatened any action or proceeding challenging this Agreement or the intended rating from each Rating Agency for the Certificates;transactions contemplated hereby or seeking monetary damages in connection therewith.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (bn) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. This Agreement shall become effective on the date (the "LTC Closing Date", which shall not in any event be later than June 30, 1997) that each of the following conditions precedent shall have been satisfied: (a) The obligations receipt by the Agent of counterparts hereof signed by each of the Purchaser under this Agreement will parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by NationsCredit of a duly executed LTC Term Note and LTC Working Capital Note for its account, each in the form provided for herein; (c) receipt by the Agent of duly executed counterparts of each Security Document required to be subject to effective on the satisfaction, on or prior to the LTC Closing Date, together with evidence satisfactory to it in its sole good faith discretion of the following conditions:effectiveness of the security contemplated thereby; (d) receipt by NationsCredit of evidence satisfactory to it in its sole good faith discretion of the satisfaction (without waiver) of all other conditions to the closing of the LTC Merger on the LTC Closing Date, and that all transactions contemplated by the Operative Documents to be consummated on the closing date of the LTC Merger will take place prior to or simultaneously with the transactions hereunder contemplated to take place on the LTC Closing Date, and satisfaction of NationsCredit in its sole good faith discretion with the terms and conditions of the LTC Merger Documents; (e) receipt by NationsCredit of (i) Each evidence satisfactory to it in its sole good faith discretion of the obligations effectiveness of the Seller required all other Operative Documents to be performed at or prior to executed in connection with the Closing Date pursuant to the terms LTC Merger, each of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement which shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to NationsCredit in its sole good faith discretion, and (ii) each opinion, report, and other document required to be delivered pursuant to the Trustee LTC Merger Documents in connection with the LTC Merger, with a letter from each Person delivering any such opinion, report and other document authorizing reliance thereon by the Agent and the PurchaserLenders, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating AgencyNationsCredit; (Ff) A letter from each receipt by NationsCredit of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary evidence satisfactory to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: it that (i) The obligations the shares of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms common stock of this Agreement each of National Cellular and TWI shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;been

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) a. Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) b. The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser Purchaser) as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (Ciii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (Div) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (Ev) One or more opinions of counsel from the Mortgage Loan Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (Fvi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (Gvii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) c. The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bear Stearns pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇Bear Stearns. (iv) d. The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) a. The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) b. The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (Ciii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (Div) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; and; (Ev) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. The obligation of OPTION GRANTOR to issue the OPTION GRANTOR Shares to OPTION HOLDER hereunder is subject to the conditions that (a) The obligations all waiting periods, if any, under the HSR Act applicable to the issuance and acquisition of the Purchaser under this Agreement will be subject to OPTION GRANTOR Shares hereunder shall have expired or have been terminated; (b) the satisfactionOPTION GRANTOR Shares, on or prior to the Closing Date, and any OPTION HOLDER Shares which are issued in payment of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement Exercise Price, shall have been duly performed and complied with in all material respects; all approved for listing on the NYSE subject only to official notice of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinissuance; (Bc) If all consents, approvals, orders or authorizations of, or registrations, declarations or filings with, any federal, state or local administrative agency or commission or other federal, state or local Governmental Authority, if any, required pursuant to Section 3 hereofin connection with the issuance by OPTION GRANTOR and the acquisition by OPTION HOLDER of the OPTION GRANTOR Shares hereunder shall have been obtained or made, including, without limitation, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart approval of the Amendment; SEC under Sections 9 and 10 of the Public Utility Holding Company Act of 1935, as amended (C) The Pooling and Servicing Agreementthe "1935 Act"), in form and substance reasonably satisfactory to the Trustee approval of the Public Service Commission of Wisconsin of the issuance of the OPTION GRANTOR Shares by OPTION GRANTOR and, if applicable, the acquisition of OPTION GRANTOR Shares by OPTION HOLDER, and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer approval of the Seller dated as Iowa Utilities Board, the Minnesota Public Utilities Commission and the Illinois Commerce Commission of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions acquisition of the Seller's authorizing OPTION GRANTOR Shares by OPTION HOLDER and, if applicable, the transactions contemplated acquisition by this Agreement, together with copies OPTION GRANTOR of the charter and by-laws of OPTION HOLDER Shares constituting the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule AExercise Price hereunder; and (Gd) Such no preliminary or permanent injunction or other documents, certificates (including additional representations and warranties) and opinions as may order by any court of competent jurisdiction prohibiting or otherwise restraining such issuance shall be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) in effect. The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions condition set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. paragraph (b) The obligations above may be waived by OPTION GRANTOR, in the case of OPTION HOLDER Shares, and by OPTION HOLDER, in the case of OPTION GRANTOR Shares, in the sole discretion of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaserwaiving party. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the each Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the each Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of each of the SellerMortgage Loan Sellers. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (Ciii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (Div) A certificate of an officer of the Seller EMC dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's EMC authorizing the transactions contemplated by this Agreement, together with copies of the charter and articles of incorporation, by-laws and certificate of the Sellergood standing of EMC; (Ev) A certificate of an officer of Master Funding dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of Master Funding authorizing the transactions contemplated by this Agreement, together with copies of the written consent of the sole member, limited liability company agreement and certificate of good standing of Master Funding; (vi) One or more opinions of counsel from the Seller's Mortgage Loan Sellers’ counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (Fvii) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (Gviii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv4) The Each Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its their respective counsel may reasonably request. (b) The obligations of the each Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement or the Pooling and Servicing Agreement, and the each Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Each Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the each Mortgage Loan Seller, duly executed by all signatories other than the related Mortgage Loan Seller as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to EMC and the SellerTrustee, and all documents required thereby duly executed by all signatories; (Ciii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and Agreement, the Pooling and Servicing Agreement, together with copies of the Purchaser's articles ’s certificate of incorporationformation, limited liability company agreement and evidence as to the good standing of the Purchaser dated as of a recent date; (Div) One or more opinions of counsel from the Purchaser's ’s counsel in form and substance reasonably satisfactory to each Mortgage Loan Seller, the SellerTrustee and the Rating Agencies; and (Ev) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (ai) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (ia) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling Sale and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (iib) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser Purchaser) as required pursuant to the respective terms thereof: (A1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (C3) The Pooling Trust Agreement, in form and substance reasonably satisfactory to the Purchaser, and all documents required thereby duly executed by all signatories; (4) The Sale and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Indenture Trustee, the Issuing Entity and the Purchaser, and all documents required thereby duly executed by all signatories; (D5) The Indenture, in form and substance reasonably satisfactory to the Indenture Trustee, the Issuing Entity and the Purchaser, and all documents required thereby duly executed by all signatories; (6) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (E7) One or more opinions of counsel from the Mortgage Loan Seller's counsel otherwise ’s counsel, dated as of the Closing Date, with respect to the true sale of the mortgage loans and the enforceability of this Agreement in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) 8) A letter from each of the Rating Agencies giving each Class of Certificates Notes set forth on Schedule A the rating set forth on Schedule A; and (G9) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesNotes. (iiic) The Certificates Notes to be sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇. (ivd) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (bii) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (ia) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (iib) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (A1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C2) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling Sale and Servicing Agreement, together with copies of the Purchaser's ’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D3) One or more opinions of counsel from the Purchaser's ’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; and (E4) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the CertificatesNotes;

Conditions to Closing. It shall be a condition to the Fund’s and the Purchaser’s obligations on the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and, upon such satisfaction or waiver, this Agreement shall be effective: (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed executed and complied with in all material respects; all of delivered by the representations and warranties of parties hereto; (b) the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event VMTP Shares shall have occurred which, with notice or a long-term credit rating of “Aa2” from Moody’s and a long-term issue credit rating of “AAA” from Fitch on the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and Closing Date; (c) receipt by the Purchaser shall have received certificates to that effect signed by authorized officers of opinions of counsel for the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably Fund acceptable to the Purchaser, duly executed by all signatories other than Purchaser in the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as form of the Closing Date and any documents referred to thereinExhibits A-1 through A-3; (Bd) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement there shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished delivered to the Purchaser such other certificates information and copies of its officers or others documents, approvals (if any) and such other documents records, certified where appropriate, of trust and opinions of counsel legal proceedings as the Purchaser may have requested relating to evidence fulfillment of the conditions set forth in Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records, certified where appropriate, of trust and legal proceedings as the Purchaser Fund may have requested relating to the Purchaser’s entering into and its counsel may reasonably request.performing this Agreement and the other Related Documents to which it is a party and the transactions contemplated hereby and thereby; (bf) The obligations receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Seller under this Agreement shall be subject to the satisfactionFund is a party, as in effect on or prior to the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the following conditions:Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) The obligations the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the Purchaser required to be performed by it VMTP Shares) payable on or prior to the Closing Date pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the terms Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form attached hereto as Exhibit A-4; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any arbitrator or governmental authority which, in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of this Agreement or of any other Related Document to which the Fund is a party, or (ii) if the subject of a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of liquidation preference of or dividends on the VMTP Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party; (m) in the good faith judgment of the party invoking this condition, no change in law, rule or regulation (or their interpretation or administration) shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects occurred as of the date hereof of this Agreement which will materially and as adversely affect the consummation of the Closing Date, and no event shall have occurred which would constitute a breach transaction contemplated by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bn) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed receipt by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Datefinal credit and transaction approval from RBC Capital Markets, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the SellerLLC; and (Eo) Such other documentsthere shall have been delivered to the Purchaser any additional documentation and financial information, certificates (including additional representations satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and warranties) the Purchaser agree that consummation of the purchase and opinions as may be reasonably necessary sale of the VMTP Shares pursuant to secure this Agreement shall constitute acknowledgment that the intended rating from each Rating Agency for the Certificates;foregoing conditions have been satisfied or waived.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (Ciii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (Div) A certificate of an officer of the Seller EMC dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's EMC authorizing the transactions contemplated by this Agreement, together with copies of the charter and articles of incorporation, by-laws and certificate of the Sellergood standing of EMC; (Ev) One or more opinions of counsel from the Mortgage Loan Seller's ’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (Fvi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (Gvii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement or the Pooling and Servicing Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to EMC and the SellerTrustee, and all documents required thereby duly executed by all signatories; (Ciii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles ’s certificate of incorporationformation, limited liability company agreement and evidence as to the good standing of the Purchaser dated as of a recent date; (Div) One or more opinions of counsel from the Purchaser's ’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller, the Trustee and the Rating Agencies; and (Ev) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The obligations of the Purchaser under this This Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of and the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller Lender under this Agreement shall be subject to the prior or concurrent satisfaction of the conditions precedent set forth below: (a) the Borrower shall have duly executed and delivered to the Lender this Agreement and any other Loan Documents to which it is a party; (b) the Borrower shall have delivered UCC financing statements and any notices or other documents or instruments in form satisfactory to the Lender necessary to evidence and perfect the security interest in the Collateral granted to the Lender hereunder; (c) UCC and other Lien searches showing no existing security interests in or Liens on the Collateral, together with such payoff documentation reasonably acceptable to Lender as may be necessary to release any Liens on the Collateral; (d) the Borrower shall have paid all reasonable out-of-pocket costs and expenses of the Lender that have been invoiced relating to this Agreement; (e) each representation or warranty by the Borrower contained herein or in any other Loan Document shall be true and correct as of the date or dates specified in all material respects; on and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinDate; (Bf) If required pursuant no Default or Event of Default (i) shall have occurred and be continuing, or (ii) could reasonably be expected or anticipated to Section 3 hereof, result from the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the AmendmentTerm Loan; (Cg) The Pooling the making of the Term Loan shall not violate any requirement of applicable law in any material respect and Servicing Agreementshall not be subject to any injunction or stay; (h) upon the filing of any financing statements, the Liens in favor of the Lender shall have been duly perfected and shall constitute first priority Liens, and the Collateral shall be free and clear of all Liens other than Liens in favor of the Lender; and (i) the Borrower shall have delivered corporate resolutions, incumbency certificates, certified organizational documents, good standing certificates and similar documents, in form and substance reasonably satisfactory to the Trustee Lender. The request and acceptance by the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer Borrower of the Seller dated as proceeds of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement Term Loan shall be subject deemed to the satisfactionconstitute, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof of such request or acceptance, a representation and as of warranty by the Closing Date, and no event shall Borrower that the conditions in this Section 8 have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaserbeen satisfied. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) . The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser Purchaser) as required pursuant to the respective terms thereof: (A1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (C3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (E5) One or more opinions of counsel from the Mortgage Loan Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇Bear Stearns pursuant ▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇Bear Stearns. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (A1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (C3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D4) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; and; (E5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling Sale and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser Purchaser) as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (Ciii) The Pooling Trust Agreement, in form and substance reasonably satisfactory to the Purchaser, and all documents required thereby duly executed by all signatories; (iv) The Sale and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Indenture Trustee, the Issuer and the Purchaser, and all documents required thereby duly executed by all signatories; (Dv) The Indenture, in form and substance reasonably satisfactory to the Indenture Trustee, the Issuer and the Purchaser, and all documents required thereby duly executed by all signatories; (vi) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (Evii) One or more opinions of counsel from the Mortgage Loan Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Issuer, the Indenture Trustee and each Rating Agency; (Fviii) A letter from each of the Rating Agencies giving each Class of Certificates Notes set forth on Schedule A the rating set forth on Schedule A; and (Gix) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesNotes. (iii3) The Certificates Notes to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Underwriters pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇the Underwriters. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) The Pooling and Servicing Trust Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (Ciii) The Sale and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (iv) The Indenture, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (v) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling Sale and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (Dvi) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; and (Evii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the CertificatesNotes; (3) The Certificates shall have been transferred to, or at the direction of, the Mortgage Loan Seller.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein[Reserved]; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule Ain the Prospectus Supplement; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein[Reserved]; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations obligation of each Purchaser to purchase the Purchaser under this Agreement will Notes on the Closing Date shall be subject to the satisfaction, satisfaction of the following conditions precedent: (a) receipt by CFS of a duly executed CFS Note; (b) receipt by CMGI of a duly executed CMGI Note; (c) receipt by each Purchaser of evidence satisfactory to it in its reasonable and good faith discretion of the satisfaction (without waiver) of all conditions to the closing of the transactions contemplated by the Transaction Agreement on or prior the Closing Date; (d) receipt by each Purchaser of evidence satisfactory to it of the effectiveness of and a copy of all Financing Documents required to be effective on the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the such Purchaser, in each case in its reasonable and all documents required thereby duly executed by all signatoriesgood faith discretion; (De) A certificate receipt by each Purchaser of an officer opinion of counsel for the Seller dated as of the Closing Date, in Company (which shall be a form nationally recognized law firm reasonably acceptable to the PurchaserPurchasers), and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise satisfactory in form and substance reasonably satisfactory to the Purchaser, the Trustee such Purchaser and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary covering such matters relating to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the either Purchaser and its counsel may reasonably request.request (by its execution and delivery of this Agreement, the Company authorizes and directs such counsel to deliver such opinions to the Purchasers); (bf) The obligations receipt by each Purchaser of the Seller under this Agreement shall be subject all amounts due and payable to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant under each Financing Document; (g) receipt by each Purchaser of a certificate signed by the chief financial officer or treasurer of the Company to the terms effect that, both before and immediately after the purchase and sale of this the Notes and the other transactions contemplated to take place on the Closing Date, including those contemplated by the Transaction Agreement (i) no Default shall have been duly performed occurred and complied with in all material respects, be continuing and all of (ii) the representations and warranties of the Purchaser under this Agreement shall be true Company and correct its Subsidiaries made in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required or pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinFinancing Documents are true; (Bh) The Pooling receipt by each Purchaser of the certificate referred to in Section 5.04(c); and (i) receipt by each Purchaser of all documents either Purchaser may reasonably request relating to the existence of the Company and Servicing Agreementits Subsidiaries, the authority for and the validity of the Financing Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Sellereach Purchaser, in its sole good faith discretion. The certificates and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser opinions referred to in this Section shall be dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (ai) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser Purchaser) as required pursuant to the respective terms thereof: (Aa) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bb) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (Cc) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (Dd) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (Ee) One or more opinions of counsel from the Mortgage Loan Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (Ff) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (Gg) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (bii) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (Aa) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bb) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (Cc) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (Dd) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; and; (Ee) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (Ai) If if required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (Ciii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (Div) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's ’s authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (Ev) One or more opinions of counsel from the Seller's ’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (Fvi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (Gvii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv4) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of Nukkleus and Brilliant to consummate the Purchaser under this Agreement will be Merger is subject to the satisfactionfulfillment or waiver of certain closing conditions, on or prior to the Closing Dateincluding, of the following conditions: but not limited to, (i) Each the approval of Nukkleus’s stockholders, (ii) the obligations approval of Brilliant’s shareholders, (iii) the Seller required to approval of Nukkleus’s application for the listing on the Nasdaq Capital Market of Nukkleus Common Stock, and (iv) certain other closing conditions as set forth in the Merger Agreement. The closing conditions may be performed at or prior to waived by the Closing Date pursuant to parties in accordance with the terms of this Agreement shall have been duly performed and complied the Merger Agreement, without recirculation or resolicitation. The Combined Company intends to apply to list its shares on the Nasdaq Capital Market (for more information on the listing process with in all material respects; all respect to shares of Nukkleus Common Stock please refer to the section titled “Requirements for Nasdaq listing” from page 110). In addition, the obligation of Nukkleus to consummate the Merger is subject to the fulfillment or waiver of other closing conditions, including, but not limited to, (i) the representations and warranties of the Seller under this Agreement shall be Brilliant being true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant standards applicable to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date such representations and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling warranties and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class covenants of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have Brilliant having been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers performed or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, (ii) no Material Adverse Effect (as defined in the Merger Agreement) having occurred, (iii) Nukkleus having a gross amount of no less than $10,000,000 in cash and all cash equivalents available to it immediately after the Closing, including the proceeds from the Trust Fund (prior to the payment of Transaction Costs), (iv) Brilliant remaining listed on Nasdaq, and (v) Brilliant’s unpaid debt, excluding certain transactions costs, not exceeding a threshold specified in the Merger Agreement. The obligation of Brilliant to consummate the Business Combination is also subject to the fulfillment or waiver of other closing conditions, including, but not limited to, (i) the representations and warranties of the Purchaser under this Agreement shall be Nukkleus being true and correct to the standards applicable to such representations and warranties and each of the covenants of Nukkleus having been performed or complied with in all material respects as of the date hereof and as of the Closing Daterespects, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all no Material Adverse Effect (as defined in the Merger Agreement) having occurred, and (iii) transactions costs of the following closing documents, Business Combination not exceeding certain thresholds set forth in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Merger Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the each Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the each Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement or the Insurance Agreement; and the Purchaser and the Certificate Insurer shall have received certificates to that effect signed by authorized officers of each of the SellerMortgage Loan Sellers. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (Ciii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Trustee, the Certificate Insurer and the Purchaser, and all documents required thereby duly executed by all signatories; (Div) A certificate of an officer of EMC dated as of the Seller Closing Date, in a form reasonably acceptable to the Purchaser and the Certificate Insurer, and attached thereto the resolutions of EMC authorizing the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party, together with copies of the articles of incorporation, by-laws and certificate of good standing of EMC; (v) A certificate of an officer of Master Funding dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's Master Funding authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws written consent of the Sellersole member, limited liability company agreement and certificate of good standing of Master Funding; (Evi) One or more opinions of counsel from the Seller's Mortgage Loan Sellers’ counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee Trustee, the Certificate Insurer and each Rating Agency; (Fvii) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (Gviii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesCertificates (without taking into account the Class II-A-2 Policy). (iii3) The Certificates to be sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv4) The Each Mortgage Loan Seller shall have furnished to the Purchaser and the Certificate Insurer such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser Purchaser, the Certificate Insurer and its their respective counsel may reasonably request. (b) The obligations of the each Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement or the Pooling and Servicing Agreement or the Insurance Agreement, and each Mortgage Loan Seller and the Seller Certificate Insurer shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Each Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the each Mortgage Loan Seller, duly executed by all signatories other than the related Mortgage Loan Seller as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to EMC, the SellerTrustee and the Certificate Insurer, and all documents required thereby duly executed by all signatories; (Ciii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the SellerMortgage Loan Seller and the Certificate Insurer, and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and Agreement, the Pooling and Servicing AgreementAgreement and the other Transaction Documents to which it is a party, together with copies of the Purchaser's articles ’s certificate of incorporationformation, limited liability company agreement and evidence as to the good standing of the Purchaser dated as of a recent date; (Div) One or more opinions of counsel from the Purchaser's ’s counsel in form and substance reasonably satisfactory to each Mortgage Loan Seller, the SellerTrustee, the Certificate Insurer and the Rating Agencies; and (Ev) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Certificates (without taking into account the Class II-A-2 Policy).

Conditions to Closing. (a) The obligations Company’s obligation to complete the purchase and sale of the Securities and deliver such stock certificate(s) and warrant certificates to each Purchaser under is subject to: (i) receipt by the Company of immediately available funds in the full amount of the purchase price for the Securities being purchased hereunder as set forth below such Purchaser’s name on such Purchaser’s signature page hereto (the “Purchase Price”), in accordance with the wire transfer instructions delivered by the Company pursuant to Section 2.1(b); (ii) the accuracy in all material respects of the representations and warranties made by such Purchaser in Section 4 below as of the Closing Date and the fulfillment in all material respects of those undertakings of such Purchaser in this Agreement will to be subject to the satisfaction, fulfilled on or prior to the Closing Date, ; (iii) confirmation that the Shares and the Warrant Shares have been approved for quotation on the Nasdaq National Market; and (iv) the aggregate Purchase Price to be paid by the Purchasers for the Securities at the Closing shall be greater than or equal to $24,000,001. (b) Each Purchaser’s obligation to complete the purchase and sale of the following conditionsSecurities is subject to: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with accuracy in all material respects; all respects of the representations and warranties of made by the Seller under this Agreement shall be true and correct as of the date or dates specified Company in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated below as of the Closing Date and any documents referred the fulfillment in all material respects of those undertakings of the Company in this Agreement to thereinbe fulfilled on or prior to the Closing Date; (Bii) If required pursuant to Section 3 hereof, confirmation that the Final Mortgage Loan Schedule containing Shares and the information set forth Warrant Shares have been approved for quotation on Exhibit 3 hereto, one copy to be attached to each counterpart of the AmendmentNasdaq National Market; (Ciii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory delivery by the Company to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate such Purchaser of an officer of the Seller opinion, dated as of the Closing Date, in a form reasonably acceptable from Seyfarth ▇▇▇▇ LLP, counsel to the PurchaserCompany, and in the form attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Sellerhereto as Exhibit A; (Eiv) One or more opinions delivery by the Company to such Purchaser of an opinion related to certain intellectual property matters, dated as of the Closing Date, from ▇▇▇▇▇▇▇▇▇ Will & ▇▇▇▇▇ LLP, counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the PurchaserCompany, in the Trustee and each Rating Agencyform attached hereto as Exhibit B; (Fv) A letter from each delivery by the Company to such Purchaser of an opinion related to certain regulatory, litigation and intellectual property matters, dated as of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documentsClosing Date, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant , Vice President, General Counsel to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇.Company, in the form attached hereto as Exhibit C; (ivvi) The Seller shall have furnished the Company’s delivery to its transfer agent of irrevocable instructions to issue, subject to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and Section 2.2(a), to such Purchaser or in such nominee name(s) as designated by such Purchaser in the transactions contemplated hereby Securities Certificate Questionnaire attached hereto as the Purchaser and its counsel may reasonably request. (b) The obligations Appendix I such number of the Seller under this Agreement shall be subject to the satisfactionShares set forth on such Purchaser’s signature page hereto, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed if requested by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, one or more certificates representing such Securities registered in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed name(s) or nominee name(s) requested by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the such Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (Evii) Such other documents, certificates (including additional representations and warranties) and opinions as may the aggregate Purchase Price to be reasonably necessary to secure paid by the intended rating from each Rating Agency Purchasers for the Certificates;Securities at the Closing shall be greater than or equal to $24,000,001.

Conditions to Closing. The Purchaser's obligations hereunder are subject to the fulfillment of the following conditions precedent. In the event that any of the conditions set forth below are not satisfied, the Purchaser shall not have any obligation to purchase any of the Mortgage Loans or to pay the Purchase Proceeds as contemplated hereunder and shall instead be entitled, in its sole discretion, to terminate this Agreement in its entirety. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of made by the Seller under this Agreement hereunder shall be true and correct in all material respects as of the date or dates specified in all material respects; Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations Seller shall have delivered to the Purchaser all of the Seller under this Agreement shall be subject Mortgage Loan Documents in accordance with Section 2.5 and a complete Mortgage File with respect to the satisfaction, on or prior to the Closing Date, each Mortgage Loan. (c) Each of the following conditions: (i) The obligations of the Purchaser terms and conditions set forth herein which are required to be performed by it satisfied on or prior to before the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of satisfied unless waived by the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaserprejudiced party(ies). (iid) The Seller shall have received copies of all of delivered to the Purchaser on or before the Closing Date the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereina fully executed Agreement; (B2) The Pooling and Servicing the Mortgage Loan Schedule, which shall include, without limitation, the Stated Principal Balance of each Mortgage Loan; (3) an executed Funding Schedule, in the form of Exhibit B hereto; (4) an Officer's Certificate, in the form of Exhibit C hereto; (5) an executed Authorized Signatories Agreement, in the form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the SellerExhibit D hereto; and (E6) Such such other documents, certificates (including additional representations documents related to the purchase and warranties) sale of the Mortgage Loans and opinions the Servicing Rights as the Purchaser may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;request.

Conditions to Closing. (a) The obligations closing for the purchase and sale of each Mortgage Loan Package shall take place on the Purchaser under this Agreement will related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on each Closing Date shall be subject to the satisfaction, on or prior to the Closing Date, each of the following conditions: (i) Each of the obligations of the Seller required to be performed at or least two Business Days prior to the related Closing Date, the Seller shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date pursuant to the terms of this Agreement shall have been duly performed (including accrued interest), and complied with in all material respects; prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Seller under this Agreement and of the Interim Servicer under the Interim Servicing Agreement (with respect to each Mortgage Loan for an interim period, as specified therein) shall be true and correct as of the date or dates specified in all material respects; related Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or an Event of Default under the Pooling and Interim Servicing Agreement; and ; (iii) the Purchaser shall have received certificates to that effect signed by authorized officers of received, or the Seller. (ii) The Purchaser Purchaser's attorneys shall have received in escrow, all closing documents as specified in Article XI of the following closing documentsthis Agreement, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof:hereof; (Aiv) If the Seller shall have delivered and released to the Custodian all documents required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Custodial Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (Gv) Such all other documents, certificates (including additional representations terms and warranties) conditions of this Agreement and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting related Purchase Price and Terms Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished complied with. Subject to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as foregoing conditions, the Purchaser and its counsel may reasonably request. (b) The obligations of shall pay to the Seller under this Agreement shall be subject to on the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the related Closing Date the Purchase Price, plus accrued interest pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms Article IV of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer wire transfer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable immediately available funds to the Seller, duly executed account designated by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The Subject to the provisions of Sections 13 and 14 and unless expressly waived by Buyer through written notice to Seller, Buyer's obligations of the Purchaser under this Agreement will be subject to are expressly conditioned upon the satisfaction, on satisfaction or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, occurrence of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement Seller set forth in Section 4 shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the date hereof and respects, as of the Closing Dateand Seller shall have complied with all covenants as set forth in Section 6 herein, and no event shall have occurred which would constitute a breach otherwise performed all of its obligations hereunder, in all material respects; (ii) All consents to or authorization of the performance by it Seller of its obligations hereunder and the consummation of the transaction contemplated hereby shall have been obtained; (iii) Seller shall have delivered the items required to be delivered to Buyer pursuant to Section 9 and delivered or made available all other items and information required by this Agreement in accordance with the terms of this Agreement, ; (iv) Buyer shall have notified Seller pursuant to Section 10 herein that Buyer has not discovered a Material Adverse Condition (as defined in Section 10 herein) or Buyer shall be deemed to have so notified Seller; (v) The physical condition of the Property shall not have changed in any material respect from the condition in existence on the last day of the Due Diligence Period (as hereafter defined) and the financial condition of the Property shall not have changed in any material and adverse respect from the condition reflected in the then most current financial statements and other relevant financial materials delivered by Seller to Buyer during the Due Diligence Period (as hereinafter defined); (vi) Unless otherwise expressly instructed through written notice from Buyer to Seller, Seller shall have received arranged without any cost or liability to Buyer for the termination effective as of or prior to the Closing, of any management contract of any property manager relating to the Property and shall provide Buyer with written confirmation of such termination on or prior to Closing; (vii) The Title Company shall be ready, willing and able to issue the Title Policy to Buyer in accordance with the provisions of Section 7 hereof; (viii) The transactions described on EXHIBIT H and the closing of the Merger (as that term is defined in the Merger Agreement) and the transactions contemplated by the Portfolio Purchase Agreements shall have closed simultaneously with, or immediately preceding or immediately following the Closing of this transaction; and (ix) Seller (or Seller's designees) shall have executed and delivered the Investment Representation Letter attached hereto as EXHIBIT I and the Registration Rights Agreement attached hereto as EXHIBIT J. (b) Subject to the provisions of Sections 13 and 14 and unless expressly waived by Seller through written notice to Buyer, Seller's obligations under this Agreement are expressly conditioned upon the occurrence of the following events: (i) The representations and warranties of Buyer set forth in Section 5 and 16 of this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects, as of the Closing and Buyer shall have otherwise performed all of its obligations hereunder, in all material respects; (ii) Buyer shall have delivered the items required to be delivered to Seller pursuant to Section 9(c); (iii) the closing of the Merger (as that term is defined in the Merger Agreement) and the transactions contemplated by the Portfolio Purchase Agreements shall have closed simultaneously with, or immediately preceding or immediately following the Closing of this transaction; (iv) All consents to or authorization of the performance by Buyer of its obligations hereunder and the consummation of the transaction contemplated hereby shall have been obtained; and (v) Buyer shall have executed and delivered the Registration Rights Agreement attached hereto as EXHIBIT J. (c) Since the Portfolio Properties constitute substantially all of the assets of MIG Residential REIT, Inc., a certificate Maryland corporation ("MIG REIT"), through MIG REIT's ownership of all the shares of Seller and the Other Owners, MIG REIT's Board of Directors has a fiduciary obligation to that effect the holders of MIG REIT stock to maximize the current and long term value of their shares in MIG REIT. Accordingly, it is agreed that, notwithstanding anything in this Agreement to the contrary, Seller shall have the right (the "Fiduciary Out") to terminate this Agreement and cancel the Earn▇▇▇ ▇▇▇ey Escrow on the following terms and conditions: (i) During the period between the date hereof and the Schedule Closing Date, MIG REIT shall be entitled to provide financial information about the Portfolio Properties to third parties who request such information and sign a confidentiality agreement substantially similar to the one signed by Buyer. The parties intend that this Section 8(c) will provide MIG REIT with an authorized officer opportunity to sell the Portfolio Properties on the following basis. After the date hereof, MIG REIT shall cease or cause to cease all active marketing of the PurchaserPortfolio Properties by MIG REIT (or others acting on behalf of MIG REIT) through the use of brokers, financial advisors, advertising or other forms of active solicitation. MIG REIT shall, however, be entitled to respond to inquiries from third parties ("Third Party Buyers") to whom information has been supplied previously, or who may learn of the transaction contemplated in this Agreement through public disclosure thereof. (ii) The Seller Third Party Buyers shall have received copies of be entitled to make offers (the "Third Party Officers") to purchase all of the following closing documentsPortfolio Properties. (iii) If MIG REIT's Committee of Independent Directors recommends that any Third Party Offer should be presented to MIG REIT's Board of Directors, Seller shall provide Buyer with a complete copy of any Third Party Offer(s) so presented promptly after the Board of Directors has had an opportunity to review same. (iv) If, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereofopinion of MIG REIT's Board of Directors, the Amendment dated as terms of the Closing Date and any documents referred a Third Party Offer are superior to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by in this Agreement and the Pooling and Servicing AgreementPortfolio Purchase Agreements, together with copies in that MIG REIT's shareholders would realize more value as a result of the Purchaseracceptance of such Third Party Offer and, as a result, in the opinion of MIG REIT's articles of incorporationlegal counsel, MIG REIT's directors would have a fiduciary duty to accept such Third Party Offer, Seller shall have the right to send Buyer a written notice (the "Fiduciary Out Notice") to such effect. Seller's sending the Fiduciary Out Notice to Buyer shall constitute an election by Seller to terminate this Agreement and evidence cancel the Earn▇▇▇ ▇▇▇ey Escrow, subject to subsection (v) below. (v) If a Fiduciary Out Notice is sent to Buyer, Buyer shall have the right to elect, by giving Seller written notice thereof within ten (10) business days after such Fiduciary Out Notice is sent to Buyer, to either: (A) do nothing, or (B) propose terms and conditions for Buyer to purchase the Property which are at least as advantageous to Seller as the terms and conditions set forth in such Fiduciary Out Notice, which proposed terms and conditions shall include a total purchase price for all the Portfolio Properties at least equal to the good standing total purchase price proposed by the Third Party Buyer named in such Fiduciary Out Notices, plus $250,000. If Buyer elects to do nothing, Seller shall have no obligation to sell the Property to Buyer, but Buyer shall have the right to be paid the Break-Up Fee (as defined below) on the same contingent basis specified in subsection (vii)(B) below. If Buyer proposes such new terms and conditions which are accepted by Seller, in Seller's role and absolute discretion, the Break-Up Fee shall not be payable to Buyer and the parties shall proceed with and complete the purchase and sale of the Purchaser dated as of a recent date;Property in accordance therewith. If Buyer elects to do nothing, or if Seller does not accept such new terms and conditions proposed by Buyer, Seller shall give written notice to Buyer and the Title Company that this Agreement is terminated and the Earn▇▇▇ ▇▇▇ey Escrow is canceled (the "Termination Notice"). (Dvi) One or more opinions of counsel If Seller sends the Termination Notice, the Title Company shall automatically and immediately without further instruction from Seller to Buyer, release the Purchaser's counsel in form and substance reasonably satisfactory Earn▇▇▇ Money Deposit, plus accrued interest, to the Seller; andBuyer. (Evii) Such other documentsIf Seller sends the Termination Notice, certificates then Seller shall be obligated to pay to Buyer an all-inclusive fee (including additional representations and warrantiesthe "Break-Up Fee") and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;purpose of compensating Buyer for the loss of the opportunity to purchase the Property and reimbursing Buyer for all out-of-pocket costs incurred by Buyer in the course of its due diligence review. The Break-Up Fee shall be three percent (3%) of the Appraised Value and shall be paid to Buyer simultaneously with the delivery of the Termination Notice, by wire transfer of immediately available federal funds. UPON THE SENDING OF THE TERMINATION NOTICE, THIS AGREEMENT SHALL BE TERMINATED AND THE BREAK-UP FEE SHALL BE PAID TO BUYER AS PROVIDED ABOVE AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT BUYER'S ACTUAL DAMAGES AS A RESULT OF A TERMINATION OF THIS AGREEMENT PURSUANT TO THIS SECTION 8(c) WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE BREAK-UP FEE HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF BUYER'S DAMAGES AND AS BUYER'S EXCLUSIVE REMEDY AGAINST SELLER FOR TERMINATING THIS AGREEMENT UNDER THIS SECTION 8(c).

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or any of the Pooling and Servicing AgreementTransaction Documents; and the Purchaser and the Certificate Insurers shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (Ciii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Trustee, the Certificate Insurers and the Purchaser, and all documents required thereby duly executed by all signatories; (Div) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the PurchaserPurchaser and the Certificate Insurers, and attached thereto the resolutions of the Seller's Mortgage Loan Seller authorizing the transactions contemplated by this AgreementAgreement and the other Transaction Documents to which it is a party, together with copies of the charter and articles of incorporation, by-laws and certificate of good standing of the Mortgage Loan Seller; (Ev) One or more opinions of counsel from the Mortgage Loan Seller's ’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee Trustee, the Certificate Insurers and each Rating Agency; (Fvi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (Gvii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesCertificates (without taking into consideration the Insurance Policies). (iii3) The Certificates to be sold to Bear S▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to Bear S▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser and the Certificate Insurers such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser Purchaser, the Certificate Insurers and its their respective counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this AgreementAgreement or any of the Transaction Documents, and the Mortgage Loan Seller and the Certificate Insurers shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the SellerMortgage Loan Seller and the Certificate Insurers, and all documents required thereby duly executed by all signatories; (Ciii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the SellerMortgage Loan Seller and the Certificate Insurers, and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreementother Transaction Documents to which it is a party, together with copies of the Purchaser's articles ’s certificate of incorporationformation, limited liability company agreement, and evidence as to the good standing of the Purchaser dated as of a recent date; (Div) One or more opinions of counsel from the Purchaser's ’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller, the Certificate Insurers and the Rating Agencies; and (Ev) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Certificates (without taking into account the Insurance Policies).

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or any of the Pooling and Servicing AgreementTransaction Documents; and the Purchaser and the Certificate Insurers shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (Ciii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Trustee, the Certificate Insurers and the Purchaser, and all documents required thereby duly executed by all signatories; (Div) A certificate of an officer of the Seller Sponsor dated as of the Closing Date, in a form reasonably acceptable to the PurchaserPurchaser and the Certificate Insurers, and attached thereto the resolutions of the Seller's Sponsor authorizing the transactions contemplated by this AgreementAgreement and the other Transaction Documents to which it is a party, together with copies of the charter and articles of incorporation, by-laws and certificate of good standing of the SellerSponsor; (Ev) One or more opinions of counsel from the Mortgage Loan Seller's ’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee Trustee, the Certificate Insurers and each Rating Agency; (Fvi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (Gvii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesCertificates (without taking into consideration the Insurance Policies). (iii3) The Certificates to be sold to Bear S▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to Bear S▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser and the Certificate Insurers such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser Purchaser, the Certificate Insurers and its their respective counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this AgreementAgreement or any of the Transaction Documents, and the Mortgage Loan Seller and the Certificate Insurers shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the SellerSponsor and the Certificate Insurers, and all documents required thereby duly executed by all signatories; (Ciii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the SellerMortgage Loan Seller and the Certificate Insurers, and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreementother Transaction Documents to which it is a party, together with copies of the Purchaser's articles ’s certificate of incorporationformation, limited liability company agreement, and evidence as to the good standing of the Purchaser dated as of a recent date; (Div) One or more opinions of counsel from the Purchaser's ’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller, the Certificate Insurers and the Rating Agencies; and (Ev) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Certificates (without taking into account the Insurance Policies).

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to Agent shall have received in connection with the Closing Date, of the following conditionsin form and substance satisfactory to Agent: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this This Loan Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed duly executed by authorized officers of the Seller.Borrower; (ii) The Purchaser shall have received all Copies, certified by the Secretary or Assistant Secretary of Borrower, of: (A) the Certificate of Incorporation and Bylaws of Borrower (as amended to the date of this Loan Agreement), (B) the resolutions adopted by Borrower’s board of directors authorizing the transaction and the documents being executed in connection therewith, and (C) the incumbency of the following closing documentsofficers executing this Loan Agreement and the other Transaction Documents on behalf of Borrower. (iii) Good Standing Certificate(s) (including tax status if available) with respect to Borrower from Borrower’s state of incorporation and principal place of business, in such forms if different, (each) as are agreed upon and reasonably of a date acceptable to Agent. (iv) Evidence of the Purchaserinsurance coverage required by Section 5.06 of this Loan Agreement. (v) All necessary consents of shareholders and other third parties with respect to the subject matter of the Loan Agreement and the other documents being executed in connection therewith. (vi) A Warrant Purchase Agreement in the form provided by Agent and agreed to by Borrower, duly executed by all signatories other than the Purchaser as required pursuant Borrower. (vii) The Warrants to be issued to the respective terms thereof:designees of the Lenders in forms provided by Agent and agreed to by Borrower, duly executed by Borrower. (Aviii) If required pursuant A Management Rights Agreement in the form provided by Agent and agreed to Section 3 hereofby Borrower, the Amendment dated as of the Closing Date and any documents referred to therein;duly executed by Borrower. (Bix) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment;All other documents as Agent shall have reasonably requested. (Cx) The Pooling A legal opinion of counsel to Borrower in form and Servicing substance reasonably satisfactory to Agent. (xi) A Subordination Agreement, or an amendment to the existing Subordination Agreement with Silicon Valley Bank, in form and substance reasonably satisfactory to Agent. (xii) A landlord waiver in form and substance satisfactory to Agent, from each owner of record of real property at which items of Collateral will be located, setting forth the Trustee rights of Agent with respect to such items of Collateral. (xiii) Agreements sufficient to perfect a security interest in Borrower’s deposit accounts and the Purchasersecurities accounts as required under Section 5.20, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Dateeach applicable bank or other financial institution, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesAgent. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Standby Purchaser under this Agreement will be to consummate the transactions contemplated hereunder are subject to the satisfactionfulfillment, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement Company in Section 3 shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as if made on such date (except for representations and warranties (A) made as of a specified date, which shall be true and correct in all material respects as of such specified date or (B) qualified as to materiality, which shall be true and correct in all respects, subject to such qualifications); (ii) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have been any Material Adverse Effect, nor shall there have occurred any breach of any covenant of the Company set forth in Section 6 hereof; (iii) As of the Closing Date, and no event trading in the Common Stock shall not have been suspended by the Commission or NASDAQ or trading in securities generally on NASDAQ shall not have been suspended or limited or minimum prices for securities generally shall not have been established on the NASDAQ (a “Market Adverse Effect”); (iv) The Company shall have occurred which would constitute a breach by it received shareholder approval of (A) the sale to the Standby Purchasers and (B) an amendment to the Company’s Certificate of Amendment to the Certificate of Incorporation to increase the number of shares of authorized Common Stock to authorize sufficient shares of Common Stock for completion of the terms of Stock Offerings as contemplated by this Agreement, and the Seller such amendment shall have received a certificate been duly filed, and become effective; (v) The Company shall have obtained any (A) required federal, state and regulatory approvals for the Stock Offerings on conditions reasonably satisfactory to that effect signed by an authorized officer the Designated Investor Directors, including, without limitation, approvals of Banking Regulators, if any, and (B) any stockholder approvals or other approvals required under applicable law or NASDAQ rules; (vi) On or before the Closing Date, the Company shall cause the Board of Directors of the Purchaser.Company to take the following actions, subject to the approval of applicable Banking Regulators: A. In accordance with Article SIXTH of the Certificate of Incorporation, (i) increase the number of members of the Board of Directors from five to ten and (ii) The Seller shall have received copies name ▇▇▇▇▇▇▇ O’Dell, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and two individuals designated by ▇▇▇▇▇▇▇ O’Dell (the “Designated Investor Directors”) to fill the vacancies created by the increase in the number of all directors, with the five new members being assigned to the classes of directors whose terms expire in the following years: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, ▇▇: 2012 ▇▇▇▇▇ ▇▇▇▇▇▇▇▇: 2012 ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇: 2013 ▇▇▇▇▇▇▇ O’Dell: 2014 ▇▇▇▇ ▇. ▇▇▇▇▇: 2014 B. Obtain and accept the resignation of ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as Chairman of the following closing documentsBoard of Directors of the Company and elect ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ to serve in such capacity; C. Obtain and accept the resignation of ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ as Chief Executive Officer of the Company and elect ▇▇▇▇▇▇▇ O’Dell to serve in such capacity; and D. Obtain and accept the resignation of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ as President of the Company and elect ▇▇▇▇ ▇▇▇▇▇ to serve in such capacity; (vii) Before the date on which the members of the Board of Directors take the action in accordance with subparagraph (vi), the Company and the members of the Board of Directors shall enter into a mutually acceptable agreement with ▇▇▇▇▇▇▇ O’Dell, ▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ which provides for (a) the renomination of the Designated Investor Directors for election to the Board of Directors of the Company for at least one three-year term upon the expiration of each such Designated Investor Director’s initial term, unless any such Designated Investor Director gives notice to the Company that he does not seek such renomination and (b) subject to any limitation imposed by law or by any Banking Regulator, in such forms the event that any Designated Investor Director is unable to serve as are agreed upon and a director, whether because of resignation, removal or otherwise, the designation by the Designated Investor Directors of a substitute nominee who is reasonably acceptable to the SellerCompany’s Board of Directors, duly executed by all signatories other than and the Seller as required pursuant appointment of such nominee to the respective terms thereof: (A) If required pursuant Board to Section 3 hereof, the Amendment dated complete such Designated Investor Director’s term as of the Closing Date and any documents referred to thereina director; (Bviii) The Pooling and Servicing Agreementaggregate Tier I Capital of the Bank (as defined by applicable Banking Regulators), in form and substance reasonably satisfactory after the inclusion of the net proceeds from the Stock Offerings contributed by the Company to the SellerBank and the redemption by the Company of its Fixed Rate Cumulative Perpetual Preferred Stock Series A, and all documents required thereby duly executed shall equal or exceed 8.0% of Total Assets (as defined by all signatoriesBanking Regulators); (Cix) A certificate The Company must have received net proceeds of an officer at least $16.5 million from the Rights Offering and the Public Reoffer, if any (excluding any and all proceeds from the sale of the Purchaser dated as Securities to the Standby Purchasers); provided, however, that if the U.S. Treasury has agreed in writing prior to the Closing to permit the Company to redeem the outstanding shares of Fixed Rate Cumulative Perpetual Preferred Stock Series A at a discount to their stated redemption price, this condition shall be satisfied by the Company’s receipt of net proceeds from the Rights Offering and the Public Reoffer, if any (excluding any and all proceeds from the sale of the Closing Date, in a form reasonably acceptable Securities to the Seller, and attached thereto Standby Purchaser) in the resolutions amount of $16.5 million less the amount of such discount; (x) The approval or non-objection of the Purchaser authorizing Banking Regulators of any applications or other filings submitted by the transactions Designated Investor Directors contemplated by this Agreement and without the Pooling and Servicing Agreement, together with copies imposition of any condition which the Designated Investor Directors reasonably determine would be unduly burdensome. Without limiting the generality of the Purchaser's articles of incorporationforegoing sentence, and evidence as a condition to the good standing approval of one or more change of control applications which requires the Purchaser dated as submission of a recent datefinancial or other information by Persons other than the Designated Investor Directors shall be deemed to be unduly burdensome; (Dxi) One or more opinions The applicable Banking Regulator shall have informed the Company and the Standby Purchaser in writing that the following provisions of counsel from the Purchaser's counsel in form cease-and-desist order outstanding against the Bank (Order No. CN-11-14) shall not be effective as of and substance reasonably satisfactory to after the SellerClosing: Paragraph 9 (respecting the submission of a Contingency Plan); and Paragraph 12 (E) Such other documents, certificates the prohibition on non-homogeneous lending); Paragraph 14 (including additional representations limitations on the release of borrowers and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;guarantors); Paragraph 21 (concerning a management succession plan); Paragraph 33 (limiting asset growth); Paragraph 24

Conditions to Closing. ‌ 3.1 Closing shall be conditional on: (a) the Conditions specified in Clause 3.2 (the Seller Conditions) having been fulfilled by the Seller or waived in accordance with this Agreement; and (b) the Conditions specified in Clause 3.3 (the Purchaser Conditions) having been fulfilled by the Purchaser or waived in accordance with this Agreement. 3.2 The obligations Seller Conditions are as follows: (a) resolutions of the shareholders of CSCL shall have been passed approving the Proposed Transactions in accordance with Shanghai Listing Rules and Hong Kong Listing Rules; (b) the CSCL Asset Restructuring having received all necessary filings, approvals and consents, and no part of the CSCL Asset Restructuring having been terminated or similar event having occurred; (c) representations and warranties: each of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement Warranties shall be true and correct as of the date or dates specified accurate in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of at the Closing Date; 3.3 The Purchaser Conditions are as follows: (a) resolutions of the shareholders of China COSCO having been passed approving the Proposed Transactions in accordance with Shanghai Listing Rules and Hong Kong Listing Rules; (b) the COSCO Asset Restructuring having received all necessary filings, approvals and consents, and no event shall have occurred which would constitute a breach by it part of the terms COSCO Asset Restructuring having been terminated or similar event having occurred; (c) save as disclosed to the Purchaser, no material adverse change to the Target’s business, operations, assets and liabilities since Valuation Date; (d) representations and warranties: each of the Seller Warranties shall be true and accurate in material respects as of the date hereof and as at the Closing Date; (e) the Seller having performed or complied with, in all material respects, all of its undertakings and obligations under Clause 4 required to be performed or complied with prior to Closing. 3.4 The Seller shall, at its own cost, use all reasonable efforts to ensure that the Conditions set out in Clauses 3.2(a), 3.2(b), 3.3(c) to (e) are fulfilled as soon as possible after the date of this Agreement, and shall notify the Purchaser promptly upon becoming aware that any such Condition has been fulfilled and provide the Purchaser with evidence of such fulfilment as soon as possible. 3.5 The Purchaser shall, at its own cost, use all reasonable efforts to ensure that the Conditions set out in Clauses 3.2(c), 3.3(a) and 3.3(b) are fulfilled as soon as possible after the date of this Agreement, and shall notify the Seller shall have received a certificate to promptly upon becoming aware that effect signed by an authorized officer any Purchaser Condition has been fulfilled and provide the Seller with evidence of the Purchasersuch fulfilment as soon as possible. (ii) 3.6 The Seller Purchaser shall have received copies of all of the following closing documentsbe entitled, in such forms as are agreed upon and reasonably acceptable its absolute discretion, by written notice to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and waive any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as Conditions either in whole or in part (except for conditions 3.2 (a) and (b)), and the Seller shall be entitled, in its absolute discretion, by written notice to the Purchaser, to waive any of the Closing Seller Conditions either in whole or in part (except for conditions 3.3(a) and (b)). 3.7 The first Business Day on or by which all Conditions have been fulfilled (or waived in accordance with Clauses 3.1 and 3.6) is the Unconditional Date. 3.8 If the Unconditional Date has not occurred on or before 31 December 2016 (the Long Stop Date) (or such later date as the Parties may agree in writing), this Agreement shall automatically terminate (other than in a form reasonably acceptable to the Seller, and attached thereto the resolutions respect of the Purchaser authorizing the transactions contemplated by Surviving Provisions). In such event, neither Party (nor any of its Affiliates) shall have any claim under this Agreement of any nature whatsoever against the other Party (or any of its Affiliates) except in respect of any rights and the Pooling and Servicing Agreement, together with copies liabilities which have accrued before termination or under any of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Surviving Provisions.

Conditions to Closing. (a) The Company’s obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing consummate the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement Put Right shall be subject to the satisfaction, on satisfaction (or prior to express waiver by the Closing Date, Company) of each of the following conditions: (i) The obligations parties shall have obtained all required consents, approvals, notices and waivers from governmental or regulatory bodies, including without limitation, any required FCC approval of the Purchaser required to be performed transactions contemplated by it on the Put Right by an effective order, decision, or prior to public notice of the Closing Date pursuant to FCC or a duly-authorized bureau or division thereof (or, at the terms of this Agreement Company’s and American III’s election, within five (5) Business Days after such order, decision, or public notice shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, become final and no event shall have occurred which would constitute a breach by it of the terms of this Agreementlonger subject to further reconsideration, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser.review or appeal); (ii) The Seller waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, if applicable, shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof:expired or been terminated; and (Aiii) If required pursuant to Section 3 hereof, At the Amendment dated as closing of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement the Put Right, all of the collective Interests held by the SNR Members shall be transferred to the Company free and clear of all Liens, and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as SNR Members shall have furnished to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance Company documentation reasonably satisfactory to American III providing for the Sellerrelease of all then-existing Liens on such Interests. (b) SNR’s obligations to consummate the transactions contemplated by the Put Right shall be subject to the satisfaction (or express waiver by SNR) of each of the following conditions: (i) The parties shall have obtained all required consents, approvals, notices and waivers from governmental or regulatory bodies, including without limitation, FCC approval of the transactions contemplated by the Put Right by an effective order, decision, or public notice of the FCC or a duly-authorized bureau or division thereof; and (Eii) Such The applicable waiting period under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended, shall have expired or been terminated. (c) Each of the parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions, and to do, or cause to be done, and to assist and cooperate with the other documentsparties hereto in doing, certificates (including additional representations all the things reasonably necessary, proper or advisable, in the most expeditious manner practicable, to satisfy the conditions set forth in this Section 8.2 and warranties) to consummate and opinions as may be reasonably necessary to secure make effective the intended rating from each Rating Agency for transactions contemplated by the Certificates;Put Right and this ARTICLE 8.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling Sale and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (C3) The Pooling Trust Agreement, in form and substance reasonably satisfactory to the Purchaser, and all documents required thereby duly executed by all signatories; (4) The Sale and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Mortgage Loan Seller, Issuer, Indenture Trustee, Securities Administrator and the Purchaser, and all documents required thereby duly executed by all signatories; (D5) The Indenture, in form and substance reasonably satisfactory to the Indenture Trustee, Securities Administrator, the Issuer and the Purchaser, and all documents required thereby duly executed by all signatories; (6) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (E7) One or more opinions of counsel from the Mortgage Loan Seller's ’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Issuer, the Note Insurer, the Indenture Trustee and each Rating Agency; (F) 8) A letter from each of the Rating Agencies giving each Class of Certificates Notes set forth on Schedule A the rating set forth on Schedule A; and (G9) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesNotes. (iiib) The Certificates Notes to be sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇. (ivc) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) Section 14.1. The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (ia) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (iib) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser Purchaser) as required pursuant to the respective terms thereof: (Aa) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bb) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (Cc) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (Dd) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (Ee) One or more opinions of counsel from the Mortgage Loan Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (Ff) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (Gg) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iiic) The Certificates to be sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇. (ivd) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) Section 14.2. The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (ia) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (iib) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (Aa) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bb) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (Cc) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (Dd) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; and; (Ee) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or Buyer’s waiver) of the following conditions as of the Closing Date: (a) The obligations representations and warranties set forth in Section 3 and Section 4 shall be true and correct at and as of the Purchaser date of this Agreement and the Closing Date as though then made (other than those representations and warranties that address matters as of particular dates which shall be true and correct at and as of such particular dates), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect; (b) The Company and Seller shall have performed in all material respects all of the covenants and agreements required to be performed by the Company and Seller under this Agreement will be subject to the satisfaction, on at or prior to the Closing Date, ; (c) The Seller and the Company shall have delivered to the Buyer the balance sheet of the following conditionsCompany dated as of December 31, 2018 and December 31, 2019 together with the statement of operations and cash flows of the Company for the two fiscal years ended December 31, 2019, as audited by KPMG or other nationally recognized accounting firm that is a member of the Public Company Accounting Oversight Board, in accordance with either International Financial Reporting Standards (“IFRS”) or generally accepted accounting standards (“GAAP”), including a comparison of the effect on GAAP accounting of financial statements prepared in accordance with IFRS (the “Company Audited Financial Statements”); (d) Following the delivery of the Company Audited Financial Statements, the Buyer Offering Circular shall have been qualified by the SEC and the Buyer shall have the right to sell its securities pursuant to such Buyer Offering Circular; (e) All applicable waiting periods under applicable laws shall have expired and required notices, consents and waivers which are required by Buyer and Seller shall have be obtained, including, without limitation, shareholder consent of the Buyer and Seller; (f) No final judgment, decree or order shall have been entered or legal requirement enacted which would prevent the consummation of the Closing; and (e) The Company and Seller shall have delivered to Buyer each of the following: (i) Each a certificate of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed Company and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred whichSeller, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, stating that the conditions specified in a form reasonably acceptable Section 2(a) and 2(b), as they relate to the PurchaserCompany and Seller, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Sellerhave been satisfied; (Eii) One one or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each certificates representing all of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other outstanding Company Shares, duly endorsed for transfer or accompanied by appropriate transfer documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates.; (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant certified copies of each of the following: (i) the Company’s certificate of formation, as amended, certified by the Secretary of State of its jurisdiction of formation as of a recent date; (ii) a certificate of the Secretary of State of the Company’s jurisdiction of formation as of a recent date as to the Underwriting Agreement shall have been issued legal existence and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. good standing of the Company; (iii) the Company’s limited company agreement, as amended; and (iv) The Seller shall have furnished to votes adopted by the Purchaser such other certificates of its officers or others equityholders and such other documents and opinions of counsel to evidence fulfillment resolutions adopted by the managers of the Company authorizing the execution, delivery and performance of this Agreement and the sale of the Company Shares. If the Closing occurs, all closing conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall Section 2 which have not been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated fully satisfied as of the Closing Date shall be deemed to have been fully waived by Buyer and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. The initial Advance by the Lenders under this Agreement is subject to the satisfaction of the following conditions precedent: (a) The obligations of the Purchaser under this Agreement will Borrower shall have delivered or cause to be subject delivered to the satisfactionAdministrative Agent the following documents and instruments, on or prior all of which shall be in a form and substance reasonably acceptable to the Closing Date, of the following conditionsAdministrative Agent and each Facility Agent: (i) Each this Agreement; (ii) the Purchase and Sale Agreement; (iii) each Performance Undertaking Agreement; and; (iv) all other agreements, documents and instruments relating to Advances, the Receivables and Related Security and Collections contemplated by this Agreement or the Purchase and Sale Agreement to be delivered on or before the Closing Date and described in the list of the obligations of the Seller documents attached hereto and made a part hereof as Exhibit D; each duly executed where appropriate; (b) The Administrative Agent shall have received all fees and reasonable and documented expenses required to be performed at or prior to paid on the Closing Date date of such Advance pursuant to the terms of this Agreement shall have been duly performed Agreement, the Management Fee Letter and complied with the Fee Letter or other Transaction Documents, in all material respects; all each case (except fees, the amounts of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates which are specified in all material respects; and no event shall have occurred which, with notice or an applicable fee letter) payable pursuant to the passage of time, would constitute a default under this Agreement, or extent invoiced at least two Business Days prior to the Pooling and Servicing Agreement; and the Purchaser Closing Date; (c) The Administrative Agent shall have received certificates to that effect signed by authorized officers evidence of the Seller.existence of the Collection Accounts and the Concentration Account; (iid) The Purchaser Administrative Agent shall have received the Monthly Report for the September, 2012 Monthly Period; (e) Each initial Conduit Lender shall have received evidence satisfactory to it that its Advances hereunder will not result in a reduction or withdrawal of the rating of its Commercial Paper by ▇▇▇▇▇’▇ and S&P; and (f) The Administrative Agent and each Lender shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached with respect to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant Party reasonably requested by it or required by Governmental Authorities under applicable “know your customer” and anti-money-laundering Laws, including, without limitation, the Patriot Act, in each case to the Underwriting Agreement shall have extent such information has been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to requested in writing by the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or Administrative Agent at least ten calendar days prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Subsequent Transfer Date, of the following conditions: (i1) Each of the obligations of the Seller required to be performed at or prior to the Closing Subsequent Transfer Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Subsequent Transfer Date and any documents referred to therein; (Bii) If required pursuant to Section 3 hereof, the Final Subsequent Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (Ciii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (Div) A certificate of an officer An Initial Certification of the Seller dated as Custodian substantially in the form of the Closing Date, in a form reasonably acceptable Exhibit One to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Custodial Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (Gv) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to Each of the Underwriting conditions set forth in Section 2.07 of the Pooling and Servicing Agreement shall have been issued and sold satisfied on or prior to ▇▇▇▇▇▇▇ ▇▇▇▇▇the related Subsequent Transfer Date. (iv4) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Subsequent Transfer Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Subsequent Transfer Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Subsequent Transfer Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Subsequent Transfer Date and any documents referred to therein; (Bii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (Ciii) A certificate of an officer An Initial Certification of the Purchaser dated as Custodian substantially in the form of the Closing Date, in a form reasonably acceptable Exhibit One to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Custodial Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (Eiv) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser Purchaser) as required pursuant to the respective terms thereof: (A1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (C3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (E5) One or more opinions of counsel from the Mortgage Loan Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (A1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (C3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D4) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; and; (E5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will several Subscribers to purchase the Units shall be subject to the satisfaction, satisfaction of each of the following conditions on or prior to the Closing Date, of the following conditions: (i) Each All necessary regulatory approvals for the issuance and sale of the obligations of Units by the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement Company shall have been duly performed obtained and complied with shall be in all material respects; all of the full force and effect; (ii) The representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified Company contained in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing DateExecution Date and, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: representations and warranties contained in Sections 5(j) and (Al) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date as if made at and any documents referred as of such dates; the Company shall have furnished or caused to thereinbe furnished to the Subscribers at the Closing, certificates of officers of the Company as to such accuracy of the representations and warranties of the Company and as to the performance by the Company of all of its respective obligations in this Agreement to be performed at or prior to the Closing; (Biii) The Pooling and Servicing AgreementSubscribers shall have received an opinion of F. ▇▇▇▇ ▇▇▇▇▇▇▇▇, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer General Counsel of the Purchaser Company dated as of the Closing Date, in a form reasonably acceptable substantially to the Sellereffect set forth in Annex I hereto; (iv) The Subscribers shall have received an opinion of ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as counsel to the good standing of the Purchaser Company, dated as of a recent datethe Closing Date, substantially to the effect set forth in Annex II hereto; (Dv) One or more opinions The offer and sale of counsel the Units, including the securities constituting the Units, being the Senior Notes, the Purchase Contracts and the shares of Common Stock issuable pursuant to the terms of the Purchase Contracts (such constituent securities together, the “Underlying Securities”), to the Subscribers pursuant to this Agreement shall be exempt from the Purchaser's counsel in form and substance reasonably satisfactory to registration requirements of the SellerSecurities Act of 1933, as amended (the “Securities Act”); and (Evi) Such other documentsThe Company shall have executed and delivered to the Subscribers the registration rights agreement in the form of Annex III between the Company and each of the Subscribers, certificates dated as of the Closing Date (including additional the “Registration Rights Agreement”). (vii) The definitive Purchase Documents shall have been executed and delivered by the parties thereto, on substantially the terms and conditions described in the Confidential Private Offering Memorandum and shall be in full force and effect. (b) The obligations of the Company shall be subject to the following conditions: (i) The several Subscribers’ representations and warranties, as set forth in Section 7 to this Agreement, shall be true and correct at and as of the Execution Date and the Closing Date as if made at and as of such dates; and (ii) and opinions The purchases of the Units including the Underlying Securities by the Subscribers pursuant to this Agreement shall be exempt from the registration requirements of the Securities Act; and (iii) The receipt of the purchase price as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;provided in Section 3 hereof.

Conditions to Closing. The obligation of each Lender to make a Loan on the Closing Date is subject to satisfaction of the following conditions precedent at or substantially simultaneously with the making of such Loan: (a) The obligations Agent shall have received each of the Purchaser under this Agreement will following, each of which shall be subject to originals or facsimiles or PDFs delivered by electronic mail (followed promptly by originals) unless otherwise specified, each properly executed by a Responsible Officer of the satisfactionsigning Obligor, on or prior to each dated the Closing Date (or, in the case of certificates of governmental officials, a recent date before the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Agent: (i) executed counterparts of this Agreement, the U.S. Pledge Agreement and the Purchaser, and all documents required thereby duly UK Share Pledge; and (ii) a Note executed by the Borrowers in favor of each Lender that has requested a Note at least three (3) Business Days prior to the Closing Date. (b) The Agent shall have received the following personal property collateral requirements: (i) proper financing statements in form appropriate for filing, duly prepared for filing under the Uniform Commercial Code, covering the Collateral described in the U.S. Pledge Agreement; (ii) evidence of the completion of, or of arrangements reasonably satisfactory to the Agent for the completion of, all signatoriesother actions, recordings and filings of or with respect to the U.S. Pledge Agreement and the UK Share Pledge that the Agent may deem reasonably necessary in order to perfect the Liens created thereby; and (iii) evidence that all other action that the Agent may reasonably deem necessary in order to perfect the Liens created under the U.S. Pledge Agreement and the UK Share Pledge has been taken or that arrangements reasonably satisfactory to the Agent for the completion thereof have been made. (c) The Agent shall have received: (i) in respect of the Parent, Cirrata Group and Cirrata V: (A) a copy of the articles or certificate of incorporation or equivalent document of each Obligor as in effect on the Closing Date, certified by the Secretary of State (or similar applicable Government Authority) of its jurisdiction of incorporation or organization as of a recent date; (B) a copy of the bylaws, operating agreement, or equivalent document of each Obligor as in effect on the Closing Date, certified by the Secretary or Assistant Secretary of such Obligor as of the Closing Date; (C) copies of the resolutions of the board of directors, authorized subcommittee thereof, or other equivalent body of each Obligor authorizing the execution, delivery and performance of the Loan Documents to which such Obligor is a party, certified as of the Closing Date by the Secretary or an Assistant Secretary of such Obligor (or in the case of a limited liability company, of its manager); (D) A a certificate of an officer the Secretary or Assistant Secretary of each Obligor (or in the case of a limited liability company, of its manager) certifying the names and true signatures of the Seller dated officers of such Obligor authorized to execute, deliver and perform, as of the Closing Dateapplicable, in a form reasonably acceptable this Agreement and all other Loan Documents to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated be delivered by this Agreement, together with copies of the charter and by-laws of the Sellersuch Obligor hereunder; (E) One a certificate of good standing or more opinions of counsel equivalent document for each Obligor from the Seller's counsel otherwise Secretary of State (or similar, applicable Governmental Authority) of its jurisdiction of incorporation or organization as of a recent date; and (ii) in form respect of Cirrata UK: (A) a copy of the constitutional documents (certificate of incorporation, most recent articles of association, memorandum of association and substance reasonably satisfactory change of name certificates); (B) a copy of a resolution of the board of directors; (C) a specimen signature of each person authorized by the board resolutions above in relation to the Purchaser, Loan Documents and related documents; (D) a copy of a resolution signed by all the Trustee holders of the issued shares approving the terms of and each Rating Agencythe transactions contemplated by the Loan Documents; (E) a certificate of an authorized signatory or director of Cirrata UK: (F) A letter from each of confirming that borrowing, guaranteeing or securing the Rating Agencies giving each Class of Certificates set forth Obligations would not cause any borrowing, guarantee, security or similar limit binding on Schedule A the rating set forth on Schedule Ait to be exceeded; and (G) Such other documentscertifying that each copy document relating to it specified in this section V is correct, certificates (including additional representations complete and warranties) in full force and opinions effect and has not been amended or superseded as may be reasonably necessary to secure at the intended ratings from each Rating Agency for date no earlier than the Certificatesdate of this Agreement. (iiid) The Certificates Acquisition Agreement shall not have been amended or waived, and no consents shall have been given with respect thereto, in any material respect, by the Parent or its Subsidiaries in a manner materially adverse to the interests of the Lenders without the consent in writing (such consent not to be sold unreasonably withheld, conditioned or delayed) by the Lenders (it being understood and agreed that (i) any amendment, waiver or consent that results in any increase in the consideration for the Beat Acquisition shall not be deemed to be materially adverse to the interests of the Lenders so long as such increase in consideration is not funded with additional indebtedness for borrowed money and (ii) any amendment, waiver or consent that results in any decrease in the consideration for the Beat Acquisition shall not be deemed to be materially adverse to the interests of the Lenders so long as (a) any such decrease is (x) pursuant to a purchase price adjustment under the Acquisition Agreement, (y) no greater than 10% of the total amount of consideration required to consummate the Beat Acquisition set forth in the Acquisition Agreement (as in effect on the date hereof) or (z) applied (A) first to reduce the Cash and Equity Amount to 40% of the Funded Capitalization and (B) after giving effect to the application of the reduction of the amount of consideration in clause (A) above, as follows: (1) 60% to reduce the commitments under the Term Loan Facility and (2) 40% to reduce the Cash and Equity Amount). (e) The Agent shall have received a customary written opinion, reasonably acceptable to the Agent in form and substance, (addressed to the Agent and the Lenders and dated the Closing Date) from each of (i) Debevoise & ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to LLP, New York counsel for the Underwriting Agreement shall have been issued Obligors and sold to ▇(ii) ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, Delaware counsel for the Obligors. (ivf) The Seller Agent shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to received evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser that all fees required to be performed by it paid on or prior to the Closing Date pursuant to the terms Fee Letter will, upon the borrowing of the Loans, be paid (which amounts may be offset against the proceeds of the Loans); provided that this Agreement condition shall be deemed to have been duly performed and complied with satisfied by the inclusion of such payments in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller Loan Notice. (g) The Agent shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documentsa Responsible Officer, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, confirming that (i) all of the closing conditions under the Acquisition Agreement have been satisfied (save for payment of the purchase price and any other step that is to be or can only be satisfied on the Closing Date) or waived and (ii) the Cash Contribution Requirement shall have been satisfied. (h) So long as requested by the Agent in a form reasonably acceptable writing at least ten (10) business days prior to the SellerClosing Date, the Agent shall have received, at least three (3) Business Days prior to the Closing Date, all documentation with respect to the Borrowers (after giving effect to the Transactions) that is required by regulatory authorities under applicable “know your customer” and anti-terrorism, sanctions, and attached thereto anti-money laundering rules and regulations, including, without limitation, the resolutions Patriot Act. (i) No Major Event of the Purchaser authorizing the transactions contemplated by this Agreement Default shall have occurred and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as be continuing on such date or immediately after giving effect to the good standing of proposed Credit Extension on the Purchaser dated as of a recent date;Closing Date. (Dj) One or more opinions of counsel from The Agent shall have received a Loan Notice in accordance with the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;requirements hereof.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Subsequent Closing Date, of the following conditions: (i1) Each of the obligations of the Seller required to be performed at or prior to the Subsequent Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) a. If required pursuant to Section 3 hereof, the Amendment dated as of the Subsequent Closing Date and any documents referred to therein; (B) b. If required pursuant to Section 3 hereof, the Final Subsequent Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) c. A certificate of an officer of the Seller dated as of the Subsequent Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's ’s authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller;; and (E) d. One or more opinions of counsel from the Seller's ’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv3) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Subsequent Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Subsequent Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Subsequent Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) a. If required pursuant to Section 3 hereof, the Amendment dated as of the Subsequent Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) b. A certificate of an officer of the Purchaser dated as of the Subsequent Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's ’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date;; and (D) c. One or more opinions of counsel from the Purchaser's ’s counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The obligations of Acquirer to consummate the Purchaser under Transaction and the other transactions contemplated by this Agreement will be are subject to the satisfaction, satisfaction (or waiver by Acquirer) on or prior to the Closing Date, of each of the following conditionsconditions precedent: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the The representations and warranties of the Seller under SPAC and Sellers set forth in Sections 9, 10 and 11 of this Agreement Agreement, respectively, shall be true and correct in all material respects (except for the representations and warranties contained in Sections 9(a), 9(b), 9(d), 9(e), 10(a), 10(b), 10(d), 10(e), 11(a), 11(c), and 11(g), which shall be true and correct in all respects) as of the Closing Date with the same effect as though made at and as of such date or dates (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all material respects; and no event shall have occurred which, with notice or the passage respects as of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller.specified date); (ii) The Purchaser SPAC and Sellers shall have received performed, satisfied and complied in all of the following closing documents, material respects with all covenants and agreements contained in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinthis Agreement; (Biii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance SPAC and/or Sponsor shall have delivered evidence reasonably satisfactory to the Trustee and the PurchaserAcquirer that, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to all liabilities or obligations (absolute, accrued, contingent or otherwise), other than the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the SellerWarrant Liabilities have been paid or discharged; (Eiv) One or more opinions of counsel from the Seller's counsel otherwise in form and substance SPAC shall have delivered evidence reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from Acquirer that each of Citi & UBS has waived the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ deferred underwriting fee pursuant to the Underwriting Agreement; (v) Sellers shall have executed and delivered to the Acquirer stock powers and/or other instruments of transfer duly conveying the Transferred Securities to the Sponsor; (vi) SPAC shall have delivered to Acquirer the resignation of each officer and director of SPAC on the terms as set forth in Section 6 of this Agreement; (vii) Sponsor shall have obtained all requisite consents necessary for the consummation of the Transaction; (viii) Sponsor and SPAC shall have delivered to Acquirer a copy of the termination agreement to the Insider Letter duly executed by all parties to the Insider Letter; (ix) SPAC shall have delivered to Acquirer a copy of the joinder the Registration Rights Agreement duly executed by SPAC; (x) SPAC’s shareholders shall have approved the Extension at the Shareholder Meeting; (xi) Access to SPAC’s bank account(s) shall have been issued and sold transferred to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of Acquirer and/or its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably requestdesignees. (b) The obligations of SPAC and Sellers to consummate the Seller under Transaction and the other transactions contemplated by this Agreement shall be are subject to the satisfaction, satisfaction (or waiver by Sponsor) on or prior to the Closing Date, of each of the following conditionsconditions precedent: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under Acquirer set forth in Section 12 of this Agreement shall be true and correct in all material respects as of (except for the date hereof representation and as of the Closing Datewarranty contained in Section 12(a), which shall be true and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (iicorrect in all respects) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date with the same effect as though made at and any documents referred to thereinas of such date (except those representations and warranties that address matters only as of a specified date, which shall be true and correct in all respects as of that specified date); (Bii) The Pooling Acquirer shall have performed, satisfied and Servicing complied in all material respects with all covenants and agreements contained in this Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (Ciii) A certificate of an officer of Acquirer shall have paid the Purchaser dated as of the Closing Date, in a form reasonably acceptable Purchase Price to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the SellerSponsor; and (Eiv) Such other documentsAcquirer shall have provided Sponsor with a printer proof of the Company’s proposed filing with the Securities and Exchange Commission required by Rule 14f-1 of the Exchange Act, certificates (including additional representations and warranties) and opinions as may to be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;filed immediately upon completion of Closing.

Conditions to Closing. (a) The Remarketing Agent’s obligations of the Purchaser under this Agreement will be hereunder are subject to the satisfactionaccuracy, on or prior to as of the date of this Reoffering Agreement and as of the Closing DateTime, of the following conditions: (i) Each representations and warranties of the obligations Company contained in Section 2 hereof and in all certificates of officers of the Seller required Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder to be performed at or prior to the Closing Date pursuant Time, and to the terms of this following further conditions: (i) The Indenture, the Loan Agreement, the Remarketing Agreement and the Reimbursement Agreement shall have been duly performed executed and complied with delivered in all material respects; all of the representations and warranties of forms heretofore approved by the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; Remarketing Agent and the Purchaser Remarketing Agent shall have received certificates to that effect signed by authorized officers of the Sellerexecuted originals or copies thereof. (ii) The Purchaser At the Closing Time, the Remarketing Agent shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereofreceived: (A) If required pursuant to Section 3 hereofThe opinion or opinions, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to of (i) P▇▇▇▇▇ ▇▇▇▇▇ P.A., Bond Counsel, covering the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates matters set forth on Schedule A the rating set forth on Schedule A; and in Exhibit A-1 and Exhibit A-2 hereto, (Gii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇B▇▇▇▇▇▇ ▇▇▇▇▇ pursuant ▇▇▇▇▇▇▇ & I▇▇▇▇▇▇▇▇, LLP, Special Tax Counsel covering the matters set forth in Exhibit B hereto, (iii) K▇▇▇ ▇. ▇▇▇▇, Esq., General Counsel of the Company, and P▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇▇, counsel for the Company, covering the matters set forth in Exhibit C and Exhibit D hereto, respectively, (iv) C▇▇▇▇▇▇▇▇ & B▇▇▇▇▇▇ LLP, special counsel to the Underwriting Agreement shall have been issued and sold to Company, covering the matters set forth in Exhibit E hereto, (v) Pillsbury W▇▇▇▇▇▇▇ ▇▇▇▇ ▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of ▇▇▇▇▇ LLP, counsel to evidence fulfillment of BNY, covering the conditions matters set forth in this Agreement Exhibit F hereto, and (vi) D▇▇▇▇ & L▇▇▇▇▇▇ LLP, counsel to the transactions contemplated hereby Remarketing Agent; and such counsel shall have received such papers and information as the Purchaser and its counsel they may reasonably request.request to enable them to pass upon such matters; (bB) The obligations A certificate, reasonably satisfactory in form and substance to the Remarketing Agent, of the Seller under this Agreement shall be subject Chairman, the President, any Senior Vice President, any Vice President, the Treasurer or any Assistant Treasurer of the Company, dated as of the Closing Date, to the satisfactioneffect that, on to the best of his or her knowledge: (i) since the respective dates as of which information contained in the Reoffering Circular is given, and except as set forth in or contemplated by the Reoffering Circular or a document incorporated by reference therein, there has not been any Material Adverse Change; (ii) the Company has duly performed all of its obligations under such agreements to be performed at or prior to the Closing Date, of the following conditions: Time; and (iiii) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all each of the representations and warranties of the Purchaser under this Company contained in the Reoffering Agreement shall be is true and correct in all material respects as of the Closing Time; (C) Evidence, reasonably satisfactory to the Remarketing Agent, to the effect that Standard & Poor’s Ratings Group, a division of The M▇▇▇▇▇-▇▇▇▇ Companies, Inc. (“S&P”), shall have given the Bonds a rating of “A-1+” and M▇▇▇▇’▇ Investors Service, Inc. (“Moody’s”) shall have given the Bonds a rating of “VMIG-1”; (D) A letter from PricewaterhouseCoopers LLP, dated as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Reoffering Agreement, in form and substance reasonably satisfactory to the Seller, Remarketing Agent and all documents required thereby duly executed by all signatoriesa bringdown with respect to such letter dated the Closing Date; (CE) A certificate of an officer of the Purchaser dated as of the Closing Datecertificate, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel satisfactory in form and substance reasonably satisfactory to the SellerRemarketing Agent, of BNY, regarding Appendix C to the Reoffering Circular; and (EF) Such additional certificates and other documentsdocuments as the Remarketing Agent may reasonably request to evidence performance of or compliance with the covenants, certificates (including additional agreements, representations and warranties) warranties of this Reoffering Agreement and opinions as may the transactions contemplated hereby or by the Reoffering Circular, all such certificates and other documents to be reasonably satisfactory in form and substance to the Remarketing Agent and its counsel, D▇▇▇▇ & L▇▇▇▇▇▇ LLP. (b) The Remarketing Agent shall have the right to terminate its obligation hereunder to remarket the Bonds (and such termination shall not constitute a default for purposes of Section 6 hereof) by notifying the Company in writing of its election to do so between the date hereof and the Closing Time, if at any time hereafter and prior to the Closing Time: (i) legislation shall be passed by the House of Representatives or the Senate of the Congress of the United States, or favorably reported for passage to either the House of Representatives or the Senate by any committee of either such body to which such legislation shall have been referred for consideration, a decision by a court established under Article III of the Constitution of the United States or the Tax Court of the United States shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed, in any case having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which results in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Authority from the Loan Agreement, or upon interest received on obligations of the general character of the Bonds, which, in the Remarketing Agent’s opinion, might materially and adversely affect the market price of the Bonds, or the market price generally of obligations of the general character of the Bonds, or would make it impracticable to market the Bonds on the terms and in the manner contemplated in the Reoffering Circular; (ii) any legislation, ordinance, rule or regulation shall be enacted or adopted, or any order or declaration shall be issued, by any governmental body, department or agency in the State of New Jersey or in any other state in which the Company shall be doing business, or a decision by any court of competent jurisdiction within such states shall be rendered which, in the Remarketing Agent’s opinion, might materially and adversely affect the market price of the Bonds, or would make it impracticable to market the Bonds on the terms and in the manner contemplated in the Reoffering Circular; (iii) a ruling, regulation or official statement by, or on behalf of, the Commission shall be issued or made to the effect that the issuance, offering or sale of the Bonds or obligations of the general character of the Bonds, as contemplated hereby or by the Reoffering Circular, is or would be in violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); (iv) legislation shall be passed by the House of Representatives or the Senate of the Congress of the United States of America, or favorably reported for passage to either the House of Representatives or the Senate by any committee of either such body to which such legislation shall have been referred for consideration, a decision by a court of the United States of America shall be rendered, or a ruling, regulation or official statement by or on behalf of the Commission or other governmental agency having jurisdiction of the subject matter shall be made or proposed, in any case to the effect that the Bonds, or obligations of the general character of the Bonds, are not exempt from registration, qualification or other requirements of the Securities Act, the Exchange Act or the Trust Indenture Act; (v) the information contained or incorporated by reference in the Reoffering Circular shall be untrue or incorrect in any material respect, shall contain any untrue or misleading statement of a material fact, or shall omit to state a material fact required to be stated therein or necessary to secure make the intended rating statements contained therein, in light of the circumstances under which they were made, not misleading; (vi) legislation shall be enacted by any legislative body which would adversely affect the exemption of interest on the Bonds from each Rating Agency for New Jersey income taxation; (vii) additional material restrictions not in force as of the Certificatesdate hereof shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange or any suspension of or limitation on trading in securities generally on any national securities exchange, or any suspension of trading of any securities of the Company in any such exchange or in the over-the-counter market or if there is a material disruption in securities settlement, payment or clearance services in the United States; (viii) the New York Stock Exchange or other national securities exchange or any governmental authority shall impose, as to the Bonds or similar obligations, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, underwriters; (ix) a general banking moratorium shall have been established by federal, New York or New Jersey authorities; (x) the Bonds shall not have been rated at least “A-1+” by S&P and “VMIG-1” by M▇▇▇▇’▇; (xi) an outbreak of hostilities or an escalation thereof, a declaration of war by Congress, another substantial calamity or crisis or another event or occurrence of a similar character shall have occurred, which, in the Remarketing Agent’s opinion, materially and adversely affects the market price of the Bonds or would make it impracticable to market the Bonds on the terms and in the manner contemplated in the Reoffering Circular; or (xii) there shall have occurred any change in or affecting the business, properties, financial condition or results of operations of the Company from that set forth or incorporated by reference in the Reoffering Circular which, in the Remarketing Agent’s opinion, materially and adversely affects the investment quality or marketability of the Bonds.

Conditions to Closing. The obligation of each party to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before each Closing Date: (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the respective representations and warranties of the Seller under this Agreement Depositor, the Depositor Eligible Lender Trustee, the Trust and the Trust Eligible Lender Trustee set forth in Articles III and IV hereof, respectively, shall be true and correct in all material respects at and as of the applicable Closing Date as though then made, except that any such representation or warranty made as of a specified date or dates specified (other than the date hereof) shall only need to have been true on and as of such date; (b) Each party shall have performed in all material respects; respects all of the covenants and no event agreements required to be performed and complied with by it under this Agreement prior to the applicable Closing Date; (c) Each party shall have occurred which, with notice or the passage of time, would constitute a default under this Agreementobtained, or caused to be obtained, each consent and approval required in order to complete the Pooling and Servicing Agreement; and transactions contemplated hereby including, without limitation, rating agency confirmations; (d) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the Purchaser consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (e) On the applicable Closing Date, the Depositor shall have received certificates to that effect signed by authorized officers of from the Seller.Trust the Purchase Price in immediately available funds; (iif) The Purchaser shall have received all On the Initial Closing Date or each Subsequent Closing Date, as applicable, the Depositor, the Depositor Eligible Lender Trustee, the Trust or the Trust Eligible Lender Trustee, as applicable (and any other parties to each of the following closing documentsagreements or instruments), in such forms as are agreed upon shall have executed and reasonably acceptable delivered the following to the Purchaserapplicable parties, duly executed by all signatories other than together with the Purchaser as required pursuant to execution and delivery of this Agreement (provided, however, that this Agreement shall be deem delivered immediately prior to, but nevertheless subject to, the respective terms thereof:delivery of the following agreements or instruments): (A1) If required On the Initial Closing Date, an executed original Administration Agreement between the Trust and the Administrator, or, if previously delivered, a confirmation thereof; (2) On the Initial Closing Date, an executed original Servicing Agreement between the Trust and the Servicer, or, if previously delivered, a confirmation thereof; (3) On the Initial Closing Date and each Subsequent Closing Date, bills of sale, blanket endorsements and such other instruments of transfer, assignment and delivery as each of the Trust and the Trust Eligible Lender Trustee shall have reasonably requested pursuant to Section 3 hereof, 2.02; (4) On the Amendment dated as of the Initial Closing Date and any documents referred each Subsequent Closing Date, a certificate of an appropriate officer of the Depositor and the Depositor Eligible Lender Trustee, dated the applicable Closing Date, stating that the conditions set forth in subsections 7.01 (b) and (c) to therein;be satisfied by the Depositor and the Depositor Eligible Lender Trustee, respectively, have been satisfied; and (B5) If required pursuant to Section 3 hereofOn the Initial Closing Date, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (Ca) The Pooling and Servicing Agreementlegal opinions, in form and substance reasonably satisfactory to the Trustee parties listed in subsection 7.01(a) and their counsel, with respect to the Purchaser, organization and all documents required thereby duly executed by all signatories; (D) A certificate of an officer authority of the Seller dated Depositor and Trust and such other matters as of the Closing Datesuch counsel may reasonably require and (b) such other opinions, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations instruments and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to agreements ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to LLP, the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to Trust or the Purchaser such other certificates of its officers Trust Eligible Lender Trustee, or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel their respective counsels, may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling Sale and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser Purchaser) as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (Ciii) The Pooling Trust Agreement, in form and substance reasonably satisfactory to the Purchaser, and all documents required thereby duly executed by all signatories; (iv) The Sale and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Indenture Trustee, the Issuer and the Purchaser, and all documents required thereby duly executed by all signatories; (Dv) The Indenture, in form and substance reasonably satisfactory to the Indenture Trustee, the Issuer and the Purchaser, and all documents required thereby duly executed by all signatories; (vi) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (Evii) One or more opinions of counsel from the Mortgage Loan Seller's ’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Issuer, the Indenture Trustee and each Rating Agency; (Fviii) A letter from each of the Rating Agencies giving each Class of Certificates Notes set forth on Schedule A the rating set forth on Schedule A; and (Gix) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesNotes. (iii3) The Certificates Notes to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ the Underwriters pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇the Underwriters. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) The Pooling and Servicing Trust Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (Ciii) The Sale and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (iv) The Indenture, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (v) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling Sale and Servicing Agreement, together with copies of the Purchaser's ’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (Dvi) One or more opinions of counsel from the Purchaser's ’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; and (Evii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the CertificatesNotes; (3) The Certificates shall have been transferred to, or at the direction of, the Mortgage Loan Seller.

Conditions to Closing. (a) The obligations of 7.1 Purchaser shall not be obligated to close the Purchaser under purchase and sale transaction contemplated by this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received until all of the following closing documents, in such forms as are agreed upon conditions have been satisfied: 7.1.1 Lessee shall have executed and reasonably acceptable delivered with respect to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: Project (A) If required pursuant to Section 3 hereof, five (5) original counterparts of a lease agreement (the Amendment dated "Lease") in the form attached hereto as of Exhibit 7.1.1 and at the Closing Date rents indicated in Exhibit 7.1.1; and any documents referred to therein; (B) If required pursuant a memorandum of lease in the form specified in the Lease (the "Memorandum of Lease"); 7.1.2 Lessee shall have delivered to Section 3 hereofPurchaser certificates evidencing the insurance coverage to be carried by Lessee under the terms of the Lease naming Purchaser and Lender, the Final Mortgage Loan Schedule containing the information if any, as loss payees and additional named insureds; 7.1.3 All representations, warranties and covenants of Seller set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaserherein, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates Lessee set forth on Schedule A in the rating set forth on Schedule A; and (G) Such other documentsLease, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued true and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with correct in all material respects, respects when made and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof at and as of the Closing; 7.1.4 All agreements and conditions required to be performed or complied with by Seller prior to or at the time of Closing Date, and no event in connection with the transaction contemplated hereby shall have occurred been duly performed or complied with prior to or at such time; 7.1.5 There shall have been no material adverse change in the financial condition of Seller since the date of its audited financial statements most recently delivered to Purchaser and there shall be no conditions then existing which would constitute cause a breach by it material adverse change to the financial condition of Seller; 7.1.6 Seller shall have delivered to Purchaser and Lender appropriate evidence (including attorneys opinions) as to the terms existence, good standing and qualification of Seller, the due authorization, execution, delivery, legality, binding effect and enforceability of this Agreement, the Lease and, upon execution and delivery, the Lease and other documents to be delivered by Seller pursuant hereto and thereto, and as to such other matters as Purchaser or Lender may reasonably require; 7.1.7 There shall exist neither any Event of Default under the Lease or a material default by Seller under this Agreement nor any event or circumstance with which the giving of notice or passage of time or both would constitute an Event of Default under the Lease; 7.1.8 Purchaser shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreementreceived, in form and substance content reasonably satisfactory to Purchaser and satisfactory to Lender, updates of the SellerAppraisal, Environmental Report and the Architectural/Engineering Report (as all documents required thereby duly executed by all signatoriesare defined in Exhibit 5.2); (C) A certificate of an officer 7.1.9 The Loan shall have been funded substantially in accordance with the terms of the Purchaser dated as of the Closing Date, in a form Loan Commitment and pursuant to loan documents reasonably acceptable to the Seller, and attached thereto the resolutions Purchaser; and 7.1.10 The closing of the transaction contemplated under the Other Agreement. In the event any of the foregoing conditions are not satisfied at or prior to Closing, Purchaser authorizing the transactions contemplated by may elect to terminate this Agreement and in which event neither party shall have any further liability to the Pooling and Servicing Agreementother hereunder, together with copies except for Surviving Covenants. Purchaser shall have the right in its absolute discretion to waive any or all of the Purchaser's articles of incorporation, and foregoing conditions. 7.2 Seller shall not be obligated to close until all the following conditions have been satisfied: 7.2.1 Purchaser shall have delivered to Seller appropriate evidence as to the existence, good standing and qualification of Purchaser to transact business in the Purchaser dated as of a recent datestate in which the Project is located; 7.2.2 Purchaser shall have delivered to Seller appropriate evidence (Dincluding attorneys opinions) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory as to the Sellerexistence, good standing and qualification of Purchaser, the due authorization, execution, delivery, legality, binding effect and enforceability of this Agreement, and, upon execution and delivery, the Lease and other documents to be delivered by Purchaser pursuant hereto, and as to such other matters as Seller may reasonably require; 7.2.3 There shall exist no material default on the part of Purchaser under the Lease or this Agreement; 7.2.4 All representations, warranties and covenants of Purchaser set forth herein shall have been true and correct when made and shall be true and correct at Closing; 7.2.5 All agreements and conditions required to be performed or complied with by Purchaser prior to or at the time of Closing in connection with the transaction contemplated hereby shall have been duly performed or complied with prior to or at such time; and (E) Such 7.2.6 The closing of the transaction contemplated under the Other Agreement. In the event any of the foregoing conditions are not satisfied at or prior to Closing, Seller may elect to terminate this Agreement in which event neither party shall have any further liability to the other documentshereunder, certificates (including additional representations and warranties) and opinions as may be reasonably necessary except for Surviving Covenants. Seller shall have the right in its absolute discretion to secure waive any or all of the intended rating from each Rating Agency for the Certificates;foregoing conditions.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to Agent shall have received in connection with the Closing Date, of the following conditionsin form and substance satisfactory to Agent: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this This Loan Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed duly executed by authorized officers of the Seller.Borrowers; (ii) The Purchaser shall have received all Copies, certified by the Secretary or Assistant Secretary of each Borrower, of: (A) the Certificate of Incorporation and Bylaws of each Borrower (as amended to the date of this Loan Agreement), (B) the resolutions adopted by each Borrower’s board of directors authorizing the transaction and the documents being executed in connection therewith, and (C) the incumbency of the following closing documentsofficers executing this Loan Agreement and the other Transaction Documents on behalf of each Borrower party thereto. (iii) Good Standing Certificate(s) (including tax status if available) with respect to each Borrower from such Borrower’s state of incorporation and principal place of business, in such forms if different, each as are agreed upon and of a date reasonably acceptable to Agent. (iv) Evidence of the Purchaserinsurance coverage required by Section 5.06 of this Loan Agreement. (v) All necessary consents of shareholders and other third parties with respect to the subject matter of the Loan Agreement and the other documents being executed in connection therewith. (vi) The Warrants to be issued to the designees of the Lenders in forms provided by Agent and agreed to by Parent, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof:Parent. (Avii) If required pursuant A Management Rights Agreement in the form provided by Agent and agreed to Section 3 hereofby Borrowers, the Amendment dated as duly executed by Borrowers. (viii) Agreements sufficient to perfect a security interest in each Borrower’s deposit accounts and securities accounts executed by each applicable bank or other financial institution, in forms reasonably acceptable to Agent. (ix) A consent by Lighthouse Capital Partners VI, L.P. in favor of the Closing Date Borrowers, and any documents referred to therein;a subordination agreement by and between Lighthouse Capital Partners VI, L.P. and Agent (“Subordination Agreement”) (Bx) If required pursuant A legal opinion of counsel to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, Borrowers in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesAgent. (iiixi) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement All other documents as Agent shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇reasonably requested. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 EXHIBIT 2 hereto, one copy to be attached to each counterpart of the Amendment; (Ciii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (Div) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and articles of incorporation, by-laws and certificate of good standing of the Mortgage Loan Seller; (Ev) One or more opinions of counsel from the Mortgage Loan Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (Fvi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (Gvii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement or the Pooling and Servicing Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the SellerMortgage Loan Seller and the Trustee, and all documents required thereby duly executed by all signatories; (Ciii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles certificate of incorporationformation, limited liability company agreement and evidence as to the good standing of the Purchaser dated as of a recent date; (Div) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller, the Trustee and the Rating Agencies; and (Ev) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The Subject to the provisions of Sections 13 and 14 and unless expressly waived by Buyer through written notice to Seller, Buyer's obligations of the Purchaser under this Agreement will be subject to are expressly conditioned upon the satisfaction, on satisfaction or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, occurrence of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement Seller set forth in Section 4 shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the date hereof and respects, as of the Closing Dateand Seller shall have complied with all covenants as set forth in Section 6 herein, and no event shall have occurred which would constitute a breach otherwise performed all of its obligations hereunder, in all material respects; (ii) All consents to or authorization of the performance by it Seller of its obligations hereunder and the consummation of the transaction contemplated hereby shall have been obtained; (iii) Seller shall have delivered the items required to be delivered to Buyer pursuant to Section 9 and delivered or made available all other items and information required by this Agreement in accordance with the terms of this Agreement, and the Seller ; (iv) Buyer shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The notified Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred 10 herein that Buyer has elected to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing proceed with the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (Dv) One or more opinions The physical condition of counsel the Property shall not have changed in any material respect from the Purchaser's counsel condition in form existence on the last day of the Due D i ligence Period (as hereafter defined) and substance reasonably satisfactory the financial condition of the Property shall not have changed in any material and adverse respect from the condition reflected in the then most current financial statements and other relevant financial materials delivered by Seller to Buyer during the Due Diligence Period (as hereinafter defined); ( v i) Unless otherwise expressly instructed through written notice from Buyer to Seller, Seller shall have arranged without any cost or liability to Buyer for the termination effective as of or prior to the SellerClosing, of any management contract of any property manager relating to the Property and shall provide Buyer with written confirmation of such termination on or prior to Closing; and (Evii) Such other documentsThe Title Company shall be ready, certificates (including additional representations willing and warranties) and opinions as may be reasonably necessary able to secure issue the intended rating from each Rating Agency for Title Policy to Buyer in accordance with the Certificatesprovisions of Section 7 hereof;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. The obligation of each party to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before each Closing Date: (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the respective representations and warranties of the Seller under this Agreement Depositor, the Depositor Eligible Lender Trustee, the Trust and the Trust Eligible Lender Trustee set forth in Articles III and IV hereof, respectively, shall be true and correct in all material respects at and as of the applicable Closing Date as though then made, except that any such representation or warranty made as of a specified date or dates specified (other than the date hereof) shall only need to have been true on and as of such date; (b) Each party shall have performed in all material respects; respects all of the covenants and no event agreements required to be performed and complied with by it under this Agreement prior to the applicable Closing Date; (c) Each party shall have occurred which, with notice or the passage of time, would constitute a default under this Agreementobtained, or caused to be obtained, each consent and approval required in order to complete the Pooling and Servicing Agreement; and transactions contemplated hereby including, without limitation, rating agency confirmations; (d) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the Purchaser consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (e) On the applicable Closing Date, the Depositor shall have received certificates to that effect signed by authorized officers of from the Seller.Trust the Purchase Price in immediately available funds; (iif) The Purchaser shall have received all On the Initial Closing Date or each Subsequent Closing Date, as applicable, the Depositor, the Depositor Eligible Lender Trustee, the Trust or the Trust Eligible Lender Trustee, as applicable (and any other parties to each of the following closing documentsagreements or instruments), in such forms as are agreed upon shall have executed and reasonably acceptable delivered the following to the Purchaserapplicable parties, duly executed by all signatories other than together with the Purchaser as required pursuant to execution and delivery of this Agreement (provided, however, that this Agreement shall be deem delivered immediately prior to, but nevertheless subject to, the respective terms thereof:delivery of the following agreements or instruments): (A1) If required On the Initial Closing Date, an executed original Administration Agreement between the Trust and the Administrator, or, if previously delivered, a confirmation thereof; (2) On the Initial Closing Date, an executed original Master Servicing Agreement between the Trust and the Master Servicer, or, if previously delivered, a confirmation thereof; (3) On the Initial Closing Date and each Subsequent Closing Date, bills of sale, blanket endorsements and such other instruments of transfer, assignment and delivery as each of the Trust and the Trust Eligible Lender Trustee shall have reasonably requested pursuant to Section 3 hereof, 2.02; (4) On the Amendment dated as of the Initial Closing Date and any documents referred each Subsequent Closing Date, a certificate of an appropriate officer of the Depositor and the Depositor Eligible Lender Trustee, dated the applicable Closing Date, stating that the conditions set forth in subsections 7.01 (b) and (c) to therein;be satisfied by the Depositor and the Depositor Eligible Lender Trustee, respectively, have been satisfied; and (B5) If required pursuant to Section 3 hereofOn the Initial Closing Date, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (Ca) The Pooling and Servicing Agreementlegal opinions, in form and substance reasonably satisfactory to the Trustee parties listed in subsection 7.01(a) and their counsel, with respect to the Purchaser, organization and all documents required thereby duly executed by all signatories; (D) A certificate of an officer authority of the Seller dated Depositor and Trust and such other matters as of the Closing Datesuch counsel may reasonably require and (b) such other opinions, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations instruments and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to agreements ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ LLP, the Trust or the Trust Eligible Lender Trustee, or their respective counsels, may request. (6) On the Initial Closing Date and each Subsequent Closing Date, a certificate of each Subservicer to the effect that: (A) the Financed Student Loans identified on Exhibit A to such certificate were transferred to Lender Identification Number 834042 and the applicable portfolio number and are being serviced on behalf of the Trust by the Subservicer pursuant to the Underwriting Agreement shall have been issued applicable subservicing agreement between, inter alia, such Subservicer and sold the Master Servicer; and (B) the loan files relating to the Financed Student Loans set forth on Exhibit A to such certificate are in the possession of the Subservicer. (7) On the Initial Closing Date and each Subsequent Closing Date, a certificate of the Indenture Trustee certifying that the Financed Student Loans listed on each Subservicer Certificate delivered pursuant to Section 7.01(f)(6) above are the same Financed Student Loans listed on ▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇ hereto. (iv) The Seller shall have furnished to 8) On the Purchaser such other certificates of its officers or others Initial Closing Date and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the each Subsequent Closing Date, a certificate of the following conditions: (i) The obligations Indenture Trustee confirming that the amount of premium paid as part of the Purchaser required to be performed Purchase Price does not exceed the amount of premium reflected in the most recent cash flows approved by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaserrating agencies. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. The obligation of Bank to enter into this --------------------- Amendment are subject to, and this Amendment shall become effective upon ("Effective Date"), the following conditions having been satisfied in full to the complete satisfaction of Bank: (a) The obligations of the Purchaser under this Agreement will Borrower shall have delivered, or cause to be subject delivered, to the satisfaction, on or prior to the Closing Date, of Bank the following conditions:documents (all to be in form and substance acceptable in all respects to Bank): (i) Each this Amendment properly executed by Borrower and Surety; (ii) a certificate from the secretary of each of Borrower and Surety certifying resolutions adopted by the obligations respective board of directors of Borrower and Surety authorizing the Seller execution of, as appropriate, this Amendment, the granting of security interest in the Collateral, the prefiling of UCC-1 Financing statements and any other agreement, instrument or other document required to be performed at or prior to executed and/or delivered by Borrower and/or Surety under any section hereof and authorizing the Closing Date performance of the transactions contemplated herein; (iii) a security agreement executed by Borrower pursuant to the terms of this Agreement shall have been duly performed and complied with which Borrower will grant Bank a first priority security interest in all material respects; of Borrower's personal property assets (tangible or intangible) including but not limited to existing and future accounts, contracts, chattel paper, documents, instruments, deposit accounts, general intangibles, investment property, inventory, equipment, and fixtures, and proceeds of all of the representations foregoing (the "Collateral"); (iv) a guaranty and warranties suretyship agreement executed by Teleservices Technology Company; (v) a trademark security agreement executed by Teleservices Technology Company; and (vi) such other agreements, instruments, and documents required to be executed and/or delivered under any provision of the Seller under Credit Agreement, as amended hereby, or as Bank may reasonably determine to carry out the intentions of parties hereunder. (b) after giving effect to the waiver set forth in Paragraph 3 of this Agreement shall be true and correct as Amendment, no Event of the date or dates specified in all material respects; Default and no event shall have occurred or condition which, with notice or the passage of time, the giving of notice, or both, would constitute a default an Event of Default under this the Credit Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinis existing; (Bc) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart payment of the Amendment; a non-refundable waiver fee of Twenty Thousand Dollars (C$20,000) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule ABank; and (Gd) Such other documentspayment or reimbursement by Borrower of all fees owing to Bank and Expenses (including, certificates (including additional representations without limitation, reasonable attorneys' fees) incurred by Bank to analyze, prepare and warranties) negotiate and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in conclude this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, Amendment and all of the representations related agreements and warranties of the Purchaser under this Agreement shall be true and correct in transactions described herein, as well as all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach outstanding attorney's fees incurred by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the PurchaserBank. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of each of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (Ci) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (Dii) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and articles of incorporation, by-laws and certificate of good standing of the Mortgage Loan Seller; (Eiii) One or more opinions of counsel from the Mortgage Loan Seller's ’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, Purchaser the Trustee and each Rating Agency; (Fiv) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (Gv) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement or the Pooling and Servicing Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bi) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the SellerMortgage Loan Seller and the Trustee, and all documents required thereby duly executed by all signatories; (Cii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, Mortgage Loan Seller and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and Agreement, the Pooling and Servicing Agreement, together with copies of the Purchaser's articles ’s certificate of incorporationformation, limited liability company agreement and evidence as to the good standing of the Purchaser dated as of a recent date; (Diii) One or more opinions of counsel from the Purchaser's ’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller, the Trustee and the Rating Agencies; and (Eiv) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The obligations of Lender to consummate the Purchaser under this Agreement will be Closing are subject to the satisfaction, each in the sole judgement of Lender, of the following: (a) Lender shall have received information and responses to its due diligence requests, and completed examinations related to the Collateral, the financial statements and the books, records, business, obligations, financial condition and operational state of Borrower and any other information reasonably requested by Lender, and all such information and responses as well as the results of such examinations and Borrower shall demonstrate to Lender’s satisfaction that (i) its operations comply, in all respects deemed material by Lender, in its sole judgment, with all applicable federal, state, foreign and local laws, statutes and regulations, (ii) its operations are not the subject of an investigation, evaluation or any remedial action by any Governmental Authority which could result in any expenditure or liability deemed material by Lender, in its sole judgment and (iii) it has no liability (whether contingent or otherwise) that is deemed material by Lender, in its sole judgment; (b) Borrower shall have delivered to Lender (i) the Loan Documents to which it is a party, each duly executed by an authorized officer of Borrower and the other parties thereto, and (ii) if a request for a Term Loan Advance is made at Closing, a Term Loan Borrowing Certificate for the initial Term Loan Advance under the Term Loan executed by an authorized officer of Borrower; (c) all in form and substance satisfactory to Lender, Lender shall have received (i) a report of Uniform Commercial Code financing statement, tax and judgment lien searches performed with respect to Borrower in each jurisdiction determined by Lender, and such report shall show no Liens on the Collateral (other than Permitted Liens), (ii) each document (including, without limitation, any Uniform Commercial Code financing statement) required by any Loan Document or prior under law or requested by Lender to be filed, registered or recorded to create in favor of Lender, a perfected first priority security interest upon the Collateral and (iii) evidence of each such filing, registration or recordation and of the payment by Borrower of any necessary fee, tax or expense relating thereto; (d) Lender shall have received (i) the Organizational and Good Standing Documents of Borrower and Guarantors, all in form and substance acceptable to Lender, (ii) a certificate of the corporate secretary or assistant secretary of Borrower and Guarantors dated the Closing Date, as to the incumbency and signature of the following conditions: (i) Each of Persons executing the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing AgreementDocuments, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to Lender and (iii) the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions written legal opinion of counsel from the Seller's counsel otherwise for Borrower and Guarantors, in form and substance reasonably satisfactory to the Purchaser, the Trustee Lender and each Rating Agencyits counsel; (Fe) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement Lender shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: received (i) The obligations a Solvency Certificate executed by a Responsible Officer of Borrower and Guarantors, in form and substance satisfactory to Lender and (ii) an officer’s certificate in the form attached hereto as Exhibit H, executed by a Responsible Officer of Borrower and Guarantors; (f) Lender shall have received all fees, including the Origination Fee, charges and expenses (including reimbursement of Lender’s legal fees) for the preparation and negotiation of the Purchaser required Loan Documents at the Closing of the Loan) payable to be performed by it Lender on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed Loan Documents; (g) all in form and complied with in all material respectssubstance satisfactory to Lender, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller Lender shall have received a certificate such consents, approvals and agreements from such third parties as Lender and its counsel shall determine are necessary or desirable with respect to that effect signed by an authorized officer of (i) the Purchaser. Loan Documents and/or the transactions contemplated thereby, and/or (ii) The Seller claims against Borrower, Guarantors, or the Collateral; (h) Borrower and Guarantors shall be in compliance with Section 8.5, and Lender shall have received copies of all insurance policies or binders, original certificates of all insurance policies of Borrower and Guarantors confirming that they are in effect and that the following closing documentspremiums due and owing with respect thereto have been paid in full and endorsements of such policies issued by the applicable Insurers and in each case naming Lender as first loss payee or additional insured, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinappropriate; (Bi) The Pooling all corporate and Servicing Agreementother proceedings, documents, instruments and other legal matters in connection with the transactions contemplated by the Loan Documents (including, but not limited to, those relating to corporate and capital structures of Borrower) shall be satisfactory to Lender; (j) Lender shall have received all documentation and other information required by regulatory authorities under applicable “beneficial ownership”, “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; and (k) Lender shall have received such other documents, certificates, information or legal opinions as Lender may request, all in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Lender.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the each Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the each Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of each of the SellerMortgage Loan Sellers. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (Ciii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (Div) A certificate of an officer of the Seller EMC dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's EMC authorizing the transactions contemplated by this Agreement, together with copies of the charter and articles of incorporation, by-laws and certificate of the Sellergood standing of EMC; (Ev) A certificate of an officer of Master Funding dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of Master Funding authorizing the transactions contemplated by this Agreement, together with copies of the written consent of the sole member, limited liability company agreement and certificate of good standing of Master Funding; (vi) One or more opinions of counsel from the Seller's Mortgage Loan Sellers’ counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (Fvii) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (Gviii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will parties hereto to consummate the purchase and sale of the Transferred Interests and the other transactions provided for herein shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date Closing, of the following closing conditions and closing deliveries (which the parties hereto agree to take all necessary steps to accomplish): (a) The Buyers shall deliver to Sellers the cash payment of $200,580.85 provided for in Paragraph 3(a) of this Agreement, credited against the Purchase Price for the Transferred Interests. (b) Buyers shall execute and deliver to Sellers the Promissory Note for the Deferred Purchase Price. (c) Sellers shall deliver to Buyers any of FLP's bank checkbooks, bank account records, investment or money market account checkbooks or records, any of FLP's accounting and tax records, filings and tax returns (Sellers may retain copies of tax records, filings and returns solely for Sellers' own use in connection with their personal taxes) and any other books, records, files, contracts, reports, and documentation pertaining to FLP in the possession of Sellers. (d) Sellers shall deliver to Multiplex the reimbursement of expenses for the Firesafe litigation pursuant to the terms of this Agreement Section 7(i). (e) Sellers and Buyers shall have been duly performed executed and complied with in all material respects; all delivered a separate assignment of the representations FLP Interest. (f) Sellers shall deliver to Buyers stock certificates for the Firecom Shares, together with stock powers with respect to such shares endorsed to Buyers; if new certificates in the name of Buyers are not available at the Closing, documentation of appropriate instructions to Firecom's transfer agent requesting the issuance of such shares will be provided. (g) There shall be no litigation or governmental proceedings pending against the Sellers, Buyers, FLP or Firecom seeking to restrain the transactions provided for under this Agreement. (h) Buyers shall have received satisfactory lien searches recording no liens or encumbrances against FLP or Sellers, and warranties Buyers shall have received satisfactory documentation of the Seller under this Agreement current partnership certificate of FLP. (i) All representations, warranties and covenants of the parties hereto shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it the parties on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respectsperformed, and the parties shall at the Closing exchange certifications thereof. (j) The Sellers must sell all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate Transferred Interests to that effect signed by an authorized officer of the PurchaserBuyers simultaneously. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (ai) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser Purchaser) as required pursuant to the respective terms thereof: (Aa) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bb) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (Cc) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (Dd) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (Ee) One or more opinions of counsel from the Mortgage Loan Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (Ff) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (Gg) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ Bear Stearns pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇Bear Stearns. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (bii) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (Aa) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bb) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (Cc) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (Dd) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; and; (Ee) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. The obligation of each Lender to make its Loans hereunder on the Closing Date is subject to satisfaction of the following conditions precedent (it being understood that the conditions set forth in Section 3.02 must also be satisfied prior to the initial extension of Loans hereunder): (a) The obligations Administrative Agent’s receipt of the Purchaser under this Agreement will following, each of which shall be subject to the satisfactionoriginals or facsimiles (or delivered by other electronic transmission, on or prior to the Closing Dateincluding as “pdf” files transmitted by electronic mail) unless otherwise specified, each properly executed by a Responsible Officer of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred whichsigning Loan Party, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Administrative Agent and its legal counsel: (i) executed counterparts of (A) this Agreement, (B) the PurchaserIntercreditor Agreement and (C) the Guaranty; (ii) a Revolving Credit Note executed by the Borrower in favor of each Lender that has requested such note at least two (2) Business Days in advance of the Closing Date; (iii) executed counterparts of the Security Agreement and each other Collateral Document set forth on Schedule 3.01(a), and all documents required thereby duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) evidence that all signatoriesdocuments, actions, recordings and filings (including the filing of Uniform Commercial Code financing statements) that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; and (C) the Intercompany Subordination Agreement, duly executed by the Loan Parties and (as applicable) their Restricted Subsidiaries; (Div) A certificate a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of an officer each Loan Party, together with all attachments contemplated thereby and the results of a search of the Seller Uniform Commercial Code (or equivalent) filings and tax and judgment lien searches made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.06 or have been or will contemporaneously with the initial funding of Loans on the Closing Date be released or terminated; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and attaching copies of the Organization Documents of each Loan Party, certified by the Secretary of State of its jurisdiction of organization, together with a good standing certificate from the Secretary of State of its jurisdiction of organization, each dated as of a recent date prior to the Closing Date; (vi) a customary written opinion of Sidley Austin LLP, in its capacity as California, Delaware, New York and Texas counsel to the Loan Parties, dated the Closing Date, in form and substance reasonably acceptable to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that there has been no change, effect, event or occurrence since September 29, 2020, that has had or would reasonably be expected to result in a Material Adverse Effect; (viii) a certificate dated as of the Closing Date from the chief financial officer (or other officer with reasonably equivalent responsibilities) of Holdings certifying that, after giving effect to the Transactions on the Closing Date, in the Loan Parties and their Restricted Subsidiaries, on a form reasonably acceptable consolidated basis, are Solvent; (ix) evidence that all insurance (including title insurance) required to be maintained pursuant to the PurchaserLoan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee or as additional insured, and attached thereto as applicable, under each insurance policy with respect to such insurance as required under the resolutions Loan Documents; provided that endorsements of insurance policies shall not be conditions to closing; (x) copies of the Seller's authorizing Term Loan Agreement, duly executed by the transactions contemplated by this Agreementparties thereto, together with copies all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the charter Borrower that such documents are in full force and by-laws effect as of the SellerClosing Date; (Exi) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaserextent applicable, a Notice of Borrowing no less than (x) two (2) Business Days prior to the Trustee and each Rating Agency; Closing Date in the case of a Borrowing of Eurodollar Loans on the Closing Date or (Fy) A letter from each one (1) Business Day prior to the Closing Date in the case of a Borrowing of ABR Loans on the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule AClosing Date; and (Gxii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment extent not previously delivered, a Borrowing Base Certificate in respect of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably requestmonth ended August 24, 2021. (b) The obligations All fees and expenses required to be paid on the Closing Date (including pursuant to the Engagement Letter), and in the case of expenses invoiced before the Closing Date shall have been paid in full in cash in immediately available funds. (c) Prior to or substantially concurrently with the initial funding of the Seller under this Agreement Loans hereunder, including by use of proceeds thereof, the Closing Date Refinancing shall be subject to consummated. (d) The Arrangers and the satisfactionLenders shall have received (i) the Audited Financial Statements and the audit report for such financial statements, which audit report has not been withdrawn by the Borrower’s auditors, and Parent has not received any notice or indication from its auditors that such audit report may not be relied upon and (ii) unaudited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of Parent for the Fiscal Quarters ended on or about June 29, 2021, March 30, 2021 and December 29, 2020 (the “Unaudited Financial Statements”), which financial statements described in clauses (i) and (ii) shall be prepared in accordance with GAAP. (e) The Arrangers and the Lenders shall have received a certificate from a Responsible Officer of the Borrower certifying compliance with Section 3.02(a) and Section 3.02(b). (f) At least three (3) Business Days prior to the Closing Date, of the following conditions: Administrative Agent shall have received (i) The obligations of all documentation and other information that the Purchaser Administrative Agent has reasonably determined is required to be performed by it on or prior bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the Closing Date pursuant to extent requested by the terms Administrative Agent (including on behalf of this Agreement shall have been duly performed and complied with any Lender) at least ten days in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as advance of the Closing Date and any documents referred (ii) to therein;the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower. (Bg) Each of the conditions precedent under Section 3.01 of the Term Loan Agreement shall have been (or, substantially simultaneously with the initial Credit Extension hereunder, shall be) satisfied to the satisfaction of the Term Agent and the gross proceeds of the Term Loans shall have been (or substantially simultaneously with the initial Credit Extension hereunder, shall be) funded in an amount of not less than $1,250,000,000. (h) The Pooling and Servicing Agreement, in form and substance Administrative Agent shall have received fully executed release letters or other documentation reasonably satisfactory to Administrative Agent confirming that, or otherwise be reasonably satisfied that, all obligations owing by any Loan Party to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of lenders with respect to the Closing Date, Date Refinancing shall have been satisfied in a form reasonably acceptable to the Seller, full and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence terminated (other than contingent indemnification obligations as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;which no claim has been asserted).

Conditions to Closing. (a) The obligations of the Standby Purchaser under this Agreement will be to consummate the transactions contemplated hereunder are subject to the satisfactionfulfillment, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement Company in Section 3 shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as if made on such date (except for representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such specified date); (ii) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have been any Material Adverse Effect, nor shall there have occurred any breach of any covenant of the Company set forth in Section 7 hereof; (iii) As of the Closing Date, and no event trading in the Common Stock shall not have occurred which would constitute been suspended by the Commission or Nasdaq Capital Market or trading in securities generally on the Nasdaq Capital Market shall not have been suspended or limited or minimum prices shall not have been established on the Nasdaq Capital Market (a breach by it of the terms of this Agreement, and the Seller “Market Adverse Effect”); (iv) The Company shall have received a certificate to that effect signed by an authorized officer shareholder approval of the Purchaser. (ii) The Seller shall have received copies redemption of all $10.0 million aggregate liquidation amount of trust preferred securities, the following closing documents, in such forms as are agreed upon and reasonably acceptable sale to the Seller, duly executed by all signatories other than the Seller as required pursuant Standby Purchasers and an amendment to the respective terms thereof: (A) If required pursuant Company’s First Amended and Restated Articles of Incorporation to Section 3 hereof, increase the Amendment dated as number of the Closing Date and any documents referred to thereinshares of authorized Common Stock; (Bv) The Pooling Company shall have obtained any required federal, state and Servicing Agreement, in form and substance regulatory approvals for the Stock Offerings on conditions reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatoriesCompany; (Cvi) A certificate of No circumstances have occurred that would result in the Standby Purchaser, individually or otherwise with any other person or entity, being required to register as a depository institution holding company under federal or state laws or regulations, or to submit an officer of the Purchaser dated as of the Closing Dateapplication, in or notice, to a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Sellerfederal regulatory authority; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (ai) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser Purchaser) as required pursuant to the respective terms thereof: (Aa) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bb) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (Cc) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (Dd) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (Ee) One or more opinions of counsel from the Mortgage Loan Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (Ff) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (Gg) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear Stearns ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant t to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇Bear Stearns. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (bii) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (Aa) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bb) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (Cc) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (Dd) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; and; (Ee) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 EXHIBIT 2 hereto, one copy to be attached to each counterpart of the Amendment; (Ciii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (Div) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and articles of incorporation, by-laws and certificate of good standing of the Mortgage Loan Seller; (Ev) One or more opinions of counsel from the Mortgage Loan Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (Fvi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (Gvii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to ▇▇▇▇Bear Stearns pursuant to ▇▇▇ ▇▇▇▇▇ pursuant to derwriting Agreement and the Underwriting Purchase Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇Bear Stearns. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement or the Pooling and Servicing Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the SellerMortgage Loan Seller and the Trustee, and all documents required thereby duly executed by all signatories; (Ciii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles certificate of incorporationformation, limited liability company agreement and evidence as to the good standing of the Purchaser dated as of a recent date; (Div) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller, the Trustee and the Rating Agencies; and (Ev) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (aA) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Subsequent Transfer Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Subsequent Transfer Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (Aa) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinMortgage Loan Schedule; (Bb) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (Dc) A a certificate of an officer of the Mortgage Loan Seller dated as of the Closing Subsequent Transfer Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the SellerMortgage Loan Seller and evidence as to the good standing of the Mortgage Loan Seller dated as of a recent date; (Ed) One one or more opinions of counsel from the Mortgage Loan Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (Fe) A a letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (Gf) Such such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement and the Purchase Agreement, if applicable, shall have been issued and sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (bB) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Subsequent Transfer Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Subsequent Transfer Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Subsequent Transfer Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (Ca) A certificate of an officer of the Purchaser dated as of the Closing Subsequent Transfer Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions written consent of the shareholder of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, bylaws and evidence as to the good standing of the Purchaser dated as of a recent date; (Db) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; and (Ec) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. The obligation of each Lender to make its Loans hereunder on the Closing Date is subject to satisfaction of the following conditions precedent (it being understood that the conditions set forth in Section 3.02 must also be satisfied prior to the initial extension of Loans hereunder): (a) The obligations Administrative Agent’s receipt of the Purchaser under this Agreement will following, each of which shall be subject to the satisfactionoriginals or facsimiles (or delivered by other electronic transmission, on or prior to the Closing Dateincluding as “pdf” files transmitted by electronic mail) unless otherwise specified, each properly executed by a Responsible Officer of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred whichsigning Loan Party, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Administrative Agent and its legal counsel: (i) executed counterparts of (A) this Agreement, (B) the PurchaserIntercreditor Agreement and (C) the Guaranty; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note in advance of the Closing Date; (iii) executed counterparts of the Security Agreement and each other Collateral Document set forth on Schedule 3.01(a), and all documents required thereby duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) evidence that all signatoriesdocuments, actions, recordings and filings (including the filing of Uniform Commercial Code financing statements) that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; and (C) the Intercompany Subordination Agreement, duly executed by the Loan Parties and (as applicable) their Restricted Subsidiaries; (Div) A certificate a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of an officer each Loan Party, together with all attachments contemplated thereby and the results of a search of the Seller Uniform Commercial Code (or equivalent) filings and tax and judgment lien searches made with respect to the Loan Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.06 or have been or will contemporaneously with the initial funding of Loans on the Closing Date be released or terminated; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and attaching copies of the Organization Documents of each Loan Party, certified by the Secretary of State of its jurisdiction of organization, together with a good standing certificate from the Secretary of State of its jurisdiction of organization, each dated as of a recent date prior to the Closing Date; (vi) a customary written opinion of Sidley Austin LLP, in its capacity as California, Delaware, New York and Texas counsel to the Loan Parties, dated the Closing Date, in form and substance reasonably acceptable to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that there has been no change, effect, event or occurrence since September 29, 2020, that has had or would reasonably be expected to result in a Material Adverse Effect; (viii) a certificate dated as of the Closing Date from the chief financial officer (or other officer with reasonably equivalent responsibilities) of Holdings certifying that, after giving effect to the Transactions on the Closing Date, in the Loan Parties and their Restricted Subsidiaries, on a form reasonably acceptable to the Purchaserconsolidated basis, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Sellerare Solvent; (Eix) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory evidence that all insurance (including title insurance) required to be maintained pursuant to the PurchaserLoan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee or as additional insured, as applicable, under each insurance policy with respect to such insurance as required under the Trustee and each Rating Agency; (F) A letter from each Loan Documents; provided that endorsements of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule Ainsurance policies shall not be conditions to closing; and (Gx) Such other documentscopies of the ABL Credit Agreement, certificates (including additional representations duly executed by the parties thereto, together with all material agreements, instruments and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the conditions set forth Borrower that such documents are in this Agreement full force and effect as of the transactions contemplated hereby as the Purchaser and its counsel may reasonably requestClosing Date. (b) The obligations All fees and expenses required to be paid on the Closing Date (including pursuant to the Engagement Letter), and in the case of expenses invoiced before the Closing Date shall have been paid in full in cash in immediately available funds. (c) Prior to or substantially concurrently with the initial funding of the Seller under this Agreement Loans hereunder, including by use of proceeds thereof, the Closing Date Refinancing shall be subject to consummated. (d) The Arrangers and the satisfactionLenders shall have received (i) the Audited Financial Statements and the audit report for such financial statements, which audit report has not been withdrawn by the Borrower’s auditors, and Parent has not received any notice or indication from its auditors that such audit report may not be relied upon and (ii) unaudited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of Parent for the fiscal quarters ended on or about June 29, 2021, March 30, 2021 and December 29, 2020 (the “Unaudited Financial Statements”), which financial statements described in clauses (i) and (ii) shall be prepared in accordance with GAAP. (e) The Arrangers and the Lenders shall have received a certificate from a Responsible Officer of the Borrower certifying compliance with Section 3.02(a) and Section 3.02(b). (f) At least three (3) Business Days prior to the Closing Date, of the following conditions: Administrative Agent shall have received (i) The obligations of all documentation and other information that the Purchaser Administrative Agent has reasonably determined is required to be performed by it on or prior bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the Closing Date pursuant to extent requested by the terms Administrative Agent (including on behalf of this Agreement shall have been duly performed and complied with any Lender) at least ten days in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as advance of the Closing Date and any documents referred to therein; (Bii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Sellerextent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, a Beneficial Ownership Certification in a form reasonably acceptable relation to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Borrower.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser Purchaser) as required pursuant to the respective terms thereof: (A1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (C3) The Pooling Trust Agreement, in form and substance reasonably satisfactory to the Purchaser, and all documents required thereby duly executed by all signatories; (4) The Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Grantor Trustee, the Issuer and the Purchaser, and all documents required thereby duly executed by all signatories; (D5) The Indenture, in form and substance reasonably satisfactory to the Indenture Trustee, the Issuer and the Purchaser, and all documents required thereby duly executed by all signatories; (6) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (E7) One or more opinions of counsel from the Mortgage Loan Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) 8) A letter from each of the Rating Agencies giving each Class of Certificates Notes set forth on Schedule A the rating set forth on Schedule A; and (G9) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesNotes. (iii) The Certificates Notes to be sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (A1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B2) The Pooling and Servicing Trust Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (C3) The Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (4) The Indenture, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (5) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D6) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; and (E7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the CertificatesNotes;

Conditions to Closing. 3.1 Closing shall be conditional on the following Conditions having been fulfilled or waived in accordance with this Agreement: (a) The obligations the passing of an ordinary resolution by the shareholders of the Purchaser under this Agreement approving the Proposed Transaction for the purposes of Chapter 10 of the Listing Rules and the passing of a resolution by the shareholders of the Purchaser authorising the directors of the Purchaser to allot the Consideration Shares (the Resolutions); (b) the Consideration Shares having been allotted to the Sellers unconditionally subject only to their admission to the Official List and to trading as referred to in Clause 3.1(c); (c) the UK Listing Authority having acknowledged that the application for the admission of the Consideration Shares to the Official List has been approved and will become effective and the London Stock Exchange having acknowledged that the Consideration Shares will be subject admitted to trading on the satisfaction, on or prior to the Closing Date, of the following conditionsLondon Stock Exchange’s main market for listed securities with effect from Closing; (d) either: (i) Each of confirmation having been received in writing by the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice Purchaser or the passage of time, would constitute a default under this Agreement, or Sellers from the Pooling UK Competition and Servicing Agreement; and Markets Authority (the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (iiCMA) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereofthat: (A) If required pursuant the CMA does not intend to Section 3 hereofrefer the Proposed Transaction or any matters arising therefrom for a Phase 2 CMA Reference; or (B) the CMA does not intend to refer the Proposed Transaction or any matters arising therefrom for a Phase 2 CMA Reference on the condition that undertakings in lieu are provided and the Purchaser agreeing to give such undertakings as the Purchaser (in its sole discretion, but in coordination and consultation with the Amendment dated as Sellers) considers satisfactory; or (ii) following a Phase 2 CMA Reference of the Closing Date and Proposed Transaction or any documents referred matters arising therefrom, confirmation having been received by the Purchaser from the CMA that: (A) the Proposed Transaction has not resulted or may not be expected to thereinresult in a substantial lessening of competition within any market or markets in the UK for goods or services (SLC); (B) If required pursuant the Proposed Transaction has resulted, or may be expected to Section 3 hereofresult, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 heretoin a SLC but no action should be taken by itself or others to remedy, one copy to be attached to each counterpart of the Amendment;mitigate or prevent such outcome; or (C) The Pooling and Servicing Agreementthe Proposed Transaction has resulted, or may be expected to result, in form a SLC and substance that it will seek undertakings or make an order, and the Purchaser agreeing to give such undertakings or accept such order as, acting reasonably and in coordination and consultation with the Sellers, the Purchaser considers satisfactory (in consultation with the Sellers) provided that (a) the Purchaser shall not be obliged to give any undertakings sought or agree to any orders proposed by the CMA or otherwise take ancillary actions reasonably necessary to ensure clearance that (i) have a cumulative material adverse effect on the Purchaser and/or the Target Group; or (ii) would not be reasonable for the Purchaser and/or the Target Group from a financial or strategic perspective; and (b) in the event the Purchaser agrees any such undertakings or accepts any such orders and those undertakings or orders have a financial impact on the Purchaser and/or the Target Group (the Reasonable Remedies Impact Amount), the Initial Price will be reduced by a reasonable contribution to the Trustee and Reasonable Remedies Impact Amount by the Purchaser, and all documents required thereby duly executed by all signatoriesSellers (the Remedies Contribution Amount); (De) A certificate insofar as the Proposed Transaction lacks a “Community dimension” within the meaning of an officer article 1 of Council Regulation (EC) No 139/2004 (the European Union Merger Regulation), the competition authority of any relevant EU Member State in which notification is required requesting referral to the European Commission pursuant to article 22(1) of the Seller dated as European Union Merger Regulation to review all or part of the Closing Date, in Proposed Transaction and such a form reasonably acceptable to the Purchaserrequest being accepted, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditionseither: (i) The obligations the European Commission declaring the Proposed Transaction to be compatible with the common market pursuant to article 6(1)(b) (an EUMR Article 6.1 (b) Decision), 8(1) or 8(2) (an EUMR Article 8 (1) or 8 (2) Decision) of the Purchaser required to be performed by it on European Union Merger Regulation applied directly or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all article 22(4) subparagraph 1 of the representations and warranties European Union Merger Regulation in respect of all parts of the Purchaser under this Agreement shall be true and correct in all material respects as Proposed Transaction which were the subject of the date hereof and as of the Closing Datesuch a request, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereofeither unconditionally or: (A) If required pursuant in the case of an EUMR Article 6(1)(b) decision, on conditions satisfactory to Section 3 hereofthe Purchaser (in its sole discretion, in coordination and consultation with the Amendment dated as of the Closing Date and any documents referred to therein;Sellers; or (B) The Pooling and Servicing Agreementin the case of an EUMR Article 8(1) or 8(2) Decision, in form and substance reasonably on conditions satisfactory to the SellerPurchaser acting reasonably and in coordination and consultation with the Sellers provided that (a) the Purchaser shall not be obliged to give any remedies sought by the European Commission or otherwise take ancillary actions reasonably necessary to secure clearance that (i) have a cumulative material adverse effect on the Purchaser and/or the Target Group; or (ii) would not be reasonable for the Purchaser and/or the Target Group from a financial or strategic perspective; and (b) in the event the Purchaser agrees any such remedies and those remedies have a financial impact on the Purchaser and/or the Target Group (the Reasonable Remedies Impact Amount), and the Initial Price will be reduced by a reasonable contribution to the Reasonable Remedies Impact Amount by the Sellers (the Remedies Contribution Amount); or (ii) all documents required thereby duly executed by all signatoriesparts of the Proposed Transaction which were the subject of the request having been deemed compatible with the common market pursuant to article 10(6) of the European Union Merger Regulation applied directly or pursuant to article 22(4) subparagraph 1 of the European Union Merger Regulation; (Cf) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Sellerno EE Material Adverse Change having occurred; and (Eg) Such other documentsno BT Material Adverse Change having occurred. 3.2 The Purchaser can deduct from the Initial Price its estimate of the Remedies Contribution Amount (acting reasonably and in good faith). If Closing occurs and the Initial Price has been reduced by the Remedies Contribution Amount (being the Contribution Price Reduction), certificates then if the Sellers consider (including additional representations acting reasonably and warrantiesin good faith) that the valuation of the Reasonable Remedies Impact Amount was too high and, accordingly, that the Remedies Contribution Amount was too great, then the Sellers may, within 10 Business Days of Closing, serve a written notice on the Purchaser requiring that such matters be agreed or determined pursuant to and opinions in accordance with the Closing Statement process, in which case the mechanism and provisions of Schedule 9 to this Agreement shall be construed so as may also to apply, mutatis mutandis, to the agreement or determination of the Reasonable Remedies Impact Amount and the Remedies Contribution Amount and if, pursuant to such mechanism and provisions, the Remedies Contribution Amount is agreed or determined to be reasonably necessary less than the amount of the Contribution Price Reduction, then the Purchaser shall pay an amount equal to secure such shortfall to the intended rating from Sellers, and the provisions of paragraphs 6 and 7 of Part C of Schedule 9 shall apply to such payment. 3.3 The Purchaser shall, at its own cost, use all reasonable endeavours to ensure that each Rating Agency for of the Certificates;Conditions set out in Clauses 3.1(a) to 3.1

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (Ai) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (Bii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (Ciii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (Div) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, Purchaser and attached thereto the resolutions of the Seller's Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and articles of incorporation, by-laws and certificate of good standing of the Mortgage Loan Seller; (Ev) One or more opinions of counsel from the Mortgage Loan Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (Fvi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (Gvii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to ▇▇▇▇Bear Stearns pursuant to ▇▇▇ ▇▇▇▇▇ pursuant to derwriting Agreement and the Underwriting Purchase Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇the Bear Stearns. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein[Reserved]; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 2 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule Ain the Prospectus Supplement; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement or the Purchase Agreement, as applicable, shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein[Reserved]; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The respective obligations of the Purchaser under this Agreement will --------------------- parties to effect the Merger shall be subject to the satisfaction, on satisfaction or waiver prior to the Closing Date, Effective Time of the following conditions: (a) The Agreement and the transactions contemplated hereby shall have been approved by the requisite vote of the shareholders of Cardinal and SBI (if applicable) in accordance with applicable law, as well as the articles of incorporation and bylaws of each of Cardinal and SBI. (b) All approvals, consents or waivers required by any of the Cardinal Regulatory Agencies or the SBI Regulatory Agencies with respect to this Agreement (including the Merger) and the transactions contemplated hereby including, without limitation, the approvals, notices to, consents or waivers of (i) Each the Board, and (ii) the Pennsylvania Department of Banking (the Cardinal Regulatory Agencies and the SBI Regulatory Agencies, are, collectively the "Regulatory Agencies") shall have been obtained and shall remain in full force and effect, and all applicable statutory waiting periods (including without limitation all applicable statutory waiting periods relating to the Merger) shall have expired; and the parties shall have procured all other regulatory approvals, consents or waivers of governmental authorities or other persons that are necessary or appropriate to the consummation of the obligations transactions contemplated by this Agreement except those approvals, consents or waivers, if any, for which failure to obtain would not, individually or in the aggregate, have a Material Adverse Effect on SBI, SBI Merger Sub, Cardinal or FANBP (after giving effect to the transaction contemplated hereby); provided, however, that no approval, consent or waiver referred to in this Section 5.1(b) shall be deemed to have been received if it shall include any condition or requirement that reasonably would result in a Material Adverse Effect on SBI or SBI Merger Sub. (c) All other requirements prescribed by law which are necessary to the consummation of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of transactions contemplated by this Agreement shall have been duly performed and complied with in all material respects; all satisfied. (d) No party hereto shall be subject to any order, decree or injunction of a court or agency of competent jurisdiction which enjoins or prohibits the consummation of the representations Merger or any other transaction contemplated by this Agreement, and warranties no litigation or proceeding shall be pending against any of the Seller under parties herein or any of their subsidiaries brought by any governmental agency seeking to prevent consummation of the transactions contemplated hereby. (e) No statute, rule, regulation, order, injunction or decree shall have been enacted, entered, promulgated or enforced by any governmental authority which prohibits, restricts or makes illegal consummation of the Merger or any other transaction contemplated by this Agreement Agreement. (f) The Merger shall be true and correct as of the date or dates specified in all material respects; of the Closing meet the requirements for pooling-of-interests accounting treatment under generally accepted accounting principles and no event shall have occurred whichunder the accounting rules of the SEC, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser SBI shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, a letter from Coopers & ▇▇▇▇▇▇▇ L.L.P. in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated SBI as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by matters specified in this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesSection 5.1(f). (iiig) The Certificates Registration Statement shall have been filed (the date of which is referred to herein as the "Filing Date") by SBI with the SEC under the Securities Act, and shall have been declared effective prior to the time the Proxy Statement/ Prospectus is first mailed to the shareholders of Cardinal, and no stop order with respect to the effectiveness of the Registration Statement shall have been issued; the SBI Common Stock to be sold issued pursuant to this Agreement shall be duly registered or qualified under the securities or "blue sky" laws of all states in which such action is required for purposes of the initial issuance of such shares and the distribution thereof to the shareholders of Cardinal entitled to receive such shares. (h) A ruling from the IRS or an opinion of ▇▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, counsel to SBI and SBI Merger Sub, to the effect that: i. The Merger will constitute a reorganization within the meaning of Section 368(a) of the Code and Cardinal and SBI will each be a "party to a reorganization" within the meaning of Section 368(b) of the Code; ii. No gain or loss will be recognized by Cardinal or SBI by reason of the Merger; iii. Except for cash received in lieu of fractional shares or with respect to any shareholder of Cardinal who receives cash as a dissenting shareholder, no gain or loss will be recognized by the shareholders of Cardinal who receive solely SBI Common Stock upon the exchange of their shares of Cardinal Common Stock for shares of SBI Common Stock; iv. The basis of the SBI Common Stock to be received by the Cardinal shareholders will be, in each instance, the same as the basis of the Cardinal Common Stock surrendered in exchange therefor; v. The holding period of the SBI Common Stock received by a Cardinal shareholder receiving SBI Common Stock will include the period during which the Cardinal Common Stock surrendered in exchange therefor was held; and vi. Cash received by a Cardinal shareholder in lieu of a fractional share interest of SBI Common Stock will be treated as having been received as a distribution in full payment in exchange for the fractional share interest of SBI Common Stock which he would otherwise be entitled to receive and will qualify as capital gain or loss. vii. No gain or loss will be recognized by the holders of the Cardinal Options as a result of the assumption of the Cardinal Options by SBI pursuant to Section 1.6 of this Agreement. In case a ruling from the IRS is sought, Cardinal and SBI shall cooperate and each shall furnish to the other and to the IRS such information and representations as shall, in the opinion of counsel for SBI and Cardinal, be necessary or advisable to obtain such ruling. (i) The existing employment contract between Cardinal and FANBP, on the one side, and ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇. ▇▇▇▇▇▇▇ , on the other side, shall be canceled immediately prior to the Effective Time, without prejudice to either side (including, without limitation, by way of any payment or severance, bonus, change of control benefit or any other amount) and ▇▇. ▇▇▇▇▇. (iv) The Seller ▇ shall have furnished to entered into an agreement with SBI in the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby form attached hereto as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: Schedule 5.1 (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser). (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. The Lenders, the Loan Agent, the Collateral Agent and the Document Custodian shall not be obligated to take, fulfill or perform any action hereunder, until the following conditions have been satisfied in the sole discretion of or waived in writing by the Lead Lender: (a) The obligations Each Transaction Document shall have been duly executed by, and delivered to, the parties thereto, and the Loan Agent and each Lender shall have received such other documents, instruments, agreements and legal opinions each Lender shall reasonably request in connection with the transactions contemplated by this Agreement, including, without limitation, all those specified in the schedule of the Purchaser under this Agreement will be subject condition precedent documents attached hereto as Schedule I, each in form and substance satisfactory to the satisfaction, on or prior to the Closing Date, of the following conditions:each Lender; (ib) The Borrower shall have paid all fees and expenses required to be paid hereunder and under the other Transaction Documents, including all fees required hereunder and under the applicable Lender Fee Letters, the Document Custodian Fee Letter and the Loan Agent Fee Letter, and, without duplication of Section 2.13(d), shall have reimbursed the Loan Agent, Collateral Agent, the Document Custodian, the Securities Intermediary, the Lenders and the Lead Lender for all fees, costs and expenses of closing the transactions contemplated hereunder and under the other Transaction Documents, including the reasonable attorney fees and any other legal and document preparation costs incurred by the Lenders, the Loan Agent, the Collateral Agent, the Securities Intermediary, the Document Custodian and the Lead Lender; (c) [Reserved]; (d) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed Loan Agent, Collateral Agent, Document Custodian and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser each Lender shall have received all documentation and other information requested by it in its sole discretion and/or required by regulatory authorities with respect to the Borrower, the Parent and the Collateral Manager under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act, including a duly-executed W-9 tax form (or such other applicable IRS tax form) of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereofBorrower, the Amendment dated as of Parent and the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereofCollateral Manager, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, all in form and substance reasonably satisfactory to the Trustee Loan Agent, Collateral Agent and the Purchaser, and all documents required thereby duly executed by all signatorieseach Lender; (De) A certificate The results of an officer each Lender’s financial, legal, tax and business due diligence relating to the Borrower, the Collateral Manager, the Eligible Loans and the transactions contemplated hereunder are satisfactory to each Lender (which, for the avoidance of doubt, shall include the review of the Seller dated as Parent’s governing documents) (it being understood that this clause (e) shall be deemed satisfied upon the occurrence of the Closing Date); (f) Each Lender shall have received (i) satisfactory evidence that the Borrower and the Collateral Manager have obtained all required consents and approvals of all Persons, in a form reasonably acceptable including all requisite Governmental Authorities, to the Purchaserexecution, delivery and attached thereto performance of this Agreement and the resolutions other Transaction Documents to which each is a party and the consummation of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; hereby or thereby (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates such satisfaction to be sold to evidenced by such ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant ’s execution and delivery of this Agreement) or (ii) an Officer’s Certificate from each of the Borrower and the Collateral Manager in form and substance satisfactory to each Lender affirming that no such consents or approvals are required; it being understood that the Underwriting Agreement acceptance of such evidence or Officer’s Certificate shall have in no way limit the recourse of any Secured Party against the Collateral Manager or the Borrower for a breach of the Borrower’s and the Collateral Manager’s representation or warranty that all such consents and approvals have, in fact, been issued obtained; (g) The Borrower, the Parent and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇the Collateral Manager shall each be in compliance in all material respects with all Applicable Law. (ivh) The Seller Borrower, the Parent and the Collateral Manager shall each have furnished delivered to the Purchaser such other certificates Loan Agent, the Collateral Agent and each Lender an Officer’s Certificate as to closing matters and as to solvency in the form of Exhibit C. By its officers or others execution and such other documents delivery of this Agreement, each of the Borrower and opinions of counsel to evidence fulfillment the Collateral Manager hereby certifies that each of the conditions precedent to the effectiveness of this Agreement set forth in this Agreement and Section 3.1 have been satisfied; provided that, with respect to conditions precedent that expressly require the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations consent or approval of the Seller under this Agreement shall be subject to the satisfaction, on Lead Lender or prior to the Closing Date, of the following conditions: another party (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant Borrower or the Collateral Manager), the foregoing certification is only to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as knowledge of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement Borrower and the Pooling and Servicing AgreementCollateral Manager, together as applicable, with copies of the Purchaser's articles of incorporation, and evidence as respect to the good standing of the Purchaser dated as of a recent date; (D) One such consents or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;approvals.

Conditions to Closing. (a) The obligations obligation of each Lender to make the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement initial Loans shall be subject to the satisfactionreceipt by Agent of each agreement, document and instrument set forth on the closing checklist prepared by Agent or prior to the Closing Dateits counsel, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, each in form and substance reasonably satisfactory to the SellerAgent, and such other closing deliverables reasonably requested by Agent and Lenders, and to the satisfaction of the following conditions precedent, each to the satisfaction of Agent and Lenders and their respective counsel in their sole discretion: (a) the payment of all documents required thereby duly executed by all signatoriesfees, expenses and other amounts due and payable under each Financing Document on the Restatement Closing Date; (Cb) A certificate of an officer the prepayment of the Purchaser dated as Original Term Loan in an amount equal to $31,537,000.00; provided however that not more than $19,503,000.00 of the Original Term Loan shall be deemed prepaid for purposes of satisfying the condition in this clause (b) upon receipt by Agent of a written request from Borrower Representative to borrow Revolving Loans in such amount and for such purpose on the Restatement Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (Dc) One since December 31, 2012, the absence of any material adverse change in any aspect of the business, operations, properties, prospects or more opinions condition (financial or otherwise) of counsel from the Purchaser's counsel Borrowers, taken as a whole, or any event or condition which could reasonably be expected to result in form and substance reasonably satisfactory to the Sellersuch a material adverse change; and (Ed) Such the receipt of the initial Borrowing Base Certificate, prepared as of the Restatement Closing Date. Each Lender, by delivering its signature page to this Agreement, shall be deemed to have acknowledged receipt of, and consented to and approved, each Financing Document and each other documentsdocument, certificates (including additional representations and warranties) and opinions agreement and/or instrument required to be approved by Agent, Required Lenders or Lenders, as may be reasonably necessary to secure applicable, on the intended rating from each Rating Agency for the Certificates;Restatement Closing Date.

Conditions to Closing. The obligation of each party to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before each Closing Date: (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the respective representations and warranties of the Seller under this Agreement Depositor, the Depositor Eligible Lender Trustee, the Trust and the Trust Eligible Lender Trustee set forth in Articles III and IV hereof, respectively, shall be true and correct in all material respects at and as of the applicable Closing Date as though then made, except that any such representation or warranty made as of a specified date or dates specified (other than the date hereof) shall only need to have been true on and as of such date; (b) Each party shall have performed in all material respects; respects all of the covenants and no event agreements required to be performed and complied with by it under this Agreement prior to the applicable Closing Date; (c) Each party shall have occurred which, with notice or the passage of time, would constitute a default under this Agreementobtained, or caused to be obtained, each consent and approval required in order to complete the Pooling and Servicing Agreement; and transactions contemplated hereby including, without limitation, rating agency confirmations; (d) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the Purchaser consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (e) On the applicable Closing Date, the Depositor shall have received certificates to that effect signed by authorized officers of from the Seller.Trust the Purchase Price in immediately available funds; (iif) The Purchaser shall have received all On the Initial Closing Date or each Subsequent Closing Date, as applicable, the Depositor, the Depositor Eligible Lender Trustee, the Trust or the Trust Eligible Lender Trustee, as applicable (and any other parties to each of the following closing documentsagreements or instruments), in such forms as are agreed upon shall have executed and reasonably acceptable delivered the following to the Purchaserapplicable parties, duly executed by all signatories other than together with the Purchaser as required pursuant to execution and delivery of this Agreement (provided, however, that this Agreement shall be deem delivered immediately prior to, but nevertheless subject to, the respective terms thereof:delivery of the following agreements or instruments): (A1) If required On the Initial Closing Date, an executed original Administration Agreement between the Trust and the Administrator, or, if previously delivered, a confirmation thereof; (2) On the Initial Closing Date, an executed original Master Servicing Agreement between the Trust and the Master Servicer, or, if previously delivered, a confirmation thereof; (3) On the Initial Closing Date and each Subsequent Closing Date, bills of sale, blanket endorsements and such other instruments of transfer, assignment and delivery as each of the Trust and the Trust Eligible Lender Trustee shall have reasonably requested pursuant to Section 3 hereof, 2.02; (4) On the Amendment dated as of the Initial Closing Date and any documents referred each Subsequent Closing Date, a certificate of an appropriate officer of the Depositor and the Depositor Eligible Lender Trustee, dated the applicable Closing Date, stating that the conditions set forth in subsections 7.01 (b) and (c) to therein;be satisfied by the Depositor and the Depositor Eligible Lender Trustee, respectively, have been satisfied; and (B5) If required pursuant to Section 3 hereofOn the Initial Closing Date, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (Ca) The Pooling and Servicing Agreementlegal opinions, in form and substance reasonably satisfactory to the Trustee parties listed in subsection 7.01(a) and their counsel, with respect to the Purchaser, organization and all documents required thereby duly executed by all signatories; (D) A certificate of an officer authority of the Seller dated Depositor and Trust and such other matters as of the Closing Datesuch counsel may reasonably require and (b) such other opinions, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations instruments and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to agreements ▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to LLP, the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to Trust or the Purchaser such other certificates of its officers Trust Eligible Lender Trustee, or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel their respective counsels, may reasonably request. (b6) The obligations of On the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Initial Closing Date and each Subsequent Closing Date, a certificate of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior each Subservicer to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereofthat: (A) If required the Financed Student Loans identified on Exhibit A to such certificate were transferred to Lender Identification Number [______________] and the applicable portfolio number and are being serviced on behalf of the Trust by the Subservicer pursuant to Section 3 hereofthe applicable subservicing agreement between, inter alia, such Subservicer and the Amendment dated as of the Closing Date and any documents referred to therein;Master Servicer; and (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory the loan files relating to the Seller, and all documents required thereby duly executed by all signatories;Financed Student Loans set forth on Exhibit A to such certificate are in the possession of the Subservicer. (C7) A certificate of an officer of On the Purchaser dated as of the Initial Closing Date and each Subsequent Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions certificate of the Purchaser authorizing Indenture Trustee certifying that the transactions contemplated by this Agreement Financed Student Loans listed on each Subservicer Certificate delivered pursuant to Section 7.01(f)(6) above are the same Financed Student Loans listed on Appendix D-1 hereto. (8) On the Initial Closing Date and the Pooling and Servicing Agreementeach Subsequent Closing Date, together with copies a certificate of the Purchaser's articles Indenture Trustee confirming that the amount of incorporation, and evidence premium paid as to the good standing part of the Purchaser dated as Purchase Price does not exceed the amount of a premium reflected in the most recent date; (D) One or more opinions of counsel from cash flows approved by the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;agencies.

Conditions to Closing. The Closing Date shall not occur, nor shall the Lender, the Administrative Agent, the Backup Servicer or the Collateral Custodian be obligated to take, fulfill or perform any other action hereunder, until, all of the following conditions have been satisfied, in the sole discretion of the Administrative Agent: (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement Transaction Document shall have been duly performed executed by, and complied with in all material respects; all of delivered to, the representations parties hereto and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; thereto and the Purchaser Administrative Agent shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing such other documents, instruments, agreements and Opinions of Counsel as the Administrative Agent shall request in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing connection with the transactions contemplated by this Agreement, together with copies including all those specified in the Schedule of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise Documents, each in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably requestAdministrative Agent. (b) The obligations Administrative Agent shall have received (i) satisfactory evidence, which may be in the form of an Opinion of Counsel or Officer’s Certificate, that the Borrower, the Servicer, the Originator, the Backup Servicer, DTAG and the Collateral Custodian have obtained all required consents and approvals of all Persons, including all requisite Governmental Authorities, to the execution, delivery and performance of this Agreement and the other Transaction Documents to which each is a party and the consummation of the Seller under this Agreement shall be subject transactions contemplated hereby or thereby or (ii) an Officer’s Certificate from each of the Borrower, the Servicer, the Originator, the Backup Servicer, DTAG and the Collateral Custodian in form and substance satisfactory to the satisfactionAdministrative Agent affirming that no such consents or approvals are required; it being understood that the acceptance of such evidence or Officer’s Certificate shall in no way limit the recourse of the Administrative Agent or any Secured Party against the Originator or the Borrower for a breach of the Borrower’s representation or warranty that all such consents and approvals have, in fact, been obtained. (c) The Borrower, the Servicer, DTAG and DTAC shall each be in compliance in all material respects with all Applicable Laws and shall have delivered an Officer’s Certificate to the Administrative Agent as to such compliance and other closing matters. (d) The Borrower shall have paid all fees required to be paid by it on or prior to the Closing Date, including all fees required hereunder and under the Fee Letter. (e) No Termination Event, Foreclosure Event or Unmatured Termination Event shall have occurred. (f) No Servicer Termination Event or any event that, with the giving of notice or the lapse of time, or both, would become a Servicer Termination Event shall have occurred. (g) [reserved] (h) The Administrative Agent, on behalf of the following conditions:Lender, shall have received the original executed copy of the Performance Guaranty. (i) The obligations Administrative Agent, on behalf of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respectsLender, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Master Agency Agreement and the Pooling and Servicing AgreementDTAC Indenture, together with copies all amendments, modifications, waivers, supplements, restatements and replacements thereto, together with a certificate of the Purchaser's articles a responsible officer of incorporation, and evidence DTAC as to the good standing completeness of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;such document.

Conditions to Closing. (a) The obligations of Funds shall not be delivered by Lender to Funds Agent and the Purchaser under this Agreement will Documents shall not be subject recorded or delivered to the satisfaction, on any person or prior to the Closing Date, entity until each of the following conditionsconditions is satisfied: (i) Each 1. Funds Agent is unconditionally and irrevocably prepared to disburse the Funds following receipt thereof in accordance with Paragraph E hereof. 2. Document Agent has received the Documents, and Document Agent has approved the forms of the obligations of the Seller required to be performed at or prior Documents (and, to the Closing Date pursuant extent that the Documents are sent to Document Agent by Borrower, has confirmed that the Documents are in the respective forms delivered by the undersigned to Document Agent). Document Agent is unconditionally and irrevocably prepared to record the Documents in accordance with Paragraph E hereof. 3. Document Agent has confirmed that the Documents are properly dated, executed and acknowledged where required, that all exhibits or schedules have been attached to the terms of this Agreement shall Documents, and all blanks have been duly performed completed. 4. Escrow Agent has satisfied, or has obtained all documents necessary to satisfy, all requirements of Escrow Agent in connection with this transaction, including, but not limited to, receipt of payoff letters or the necessary releases for all mortgages, deeds of trust or deeds to secure debt, as the case may be, and complied with assignments of leases and rents, if any, encumbering the Property (collectively, the "Existing Liens") and will have a sufficient amount of money from the Funds to pay off and release the Existing Liens. 5. Title Underwriter is unconditionally and irrevocably prepared to issue to Lender an ALTA Loan Policy of Title Insurance (2006) (the "Title Policy"), in such policy amount and in the exact form, containing only those exceptions and containing all material respects; all of endorsements shown on the representations proforma ▇▇▇▇-ups, attached hereto as Annex 2 and warranties of the Seller under incorporated herein by this Agreement reference. The Title Policy shall be true issued and correct effective as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers Funds Agent's disbursement of the Seller. (ii) The Purchaser Funds but shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment be dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart recording date of the Amendment;Documents. Title Underwriter, thereby agrees to accept all risks and liabilities for the issuance of the Title Policy notwithstanding the fact that the Documents may not have been recorded or filed. (C) The Pooling 6. Escrow Agent has received authorization from Lender's Counsel, on behalf of Lender, to close. 7. Escrow Agent has received authorization from an authorized representative of Borrower to close. 8. This letter is executed by Escrow Agent and Servicing AgreementBorrower and copies of this letter, in form and substance reasonably satisfactory as executed, are faxed or sent via e-mail to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificatesundersigned. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) Section 3.1 Conditions to the Purchaser's Obligations. The obligations of the Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions as of the Closing Date: (a) The representations and warranties set forth in Article V hereof shall be true and correct in all material respects (except that the representations and warranties which are qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) at and as of the Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures made by the Sellers or any of their representatives or agents to the Purchaser pursuant to Section 4.1(g) or 5.23 hereof); (b) The Sellers shall have performed and complied in all material respects with all of the covenants and agreements required to be performed by them under this Agreement will be subject to the satisfaction, on or prior to the Closing DateClosing; (c) All consents by third parties that are set forth on the Required Consents Schedule attached hereto shall have been obtained on terms reasonably satisfactory to the Purchaser; (d) All governmental filings, authorizations and approvals that are required for the transfer of the following conditions:Acquired Assets to the Purchaser and the consummation of the other transactions contemplated hereby shall have been duly made and obtained on terms reasonably satisfactory to the Purchaser; (e) The purchase of the Acquired Assets by the Purchaser hereunder shall not be prohibited by any applicable law or governmental regulation, shall not subject the Purchaser to any material penalty or liability under or pursuant to any applicable law or governmental regulation, and shall be permitted by the laws and regulations of the jurisdictions to which the Purchaser is subject; (f) The applicable waiting periods, if any, under the ▇▇▇▇-▇▇▇▇▇- ▇▇▇▇▇▇ Antitrust Improvement Act of 1976, as amended (the "HSR Act") shall have expired or been terminated; (g) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of the Purchaser to own, operate or control the Acquired Assets, and no judgment, decree, injunction, order or ruling shall have been entered which has any of the foregoing effects; (h) Since the date hereof, there shall have been no Material Adverse Effect; (i) Each of the obligations of the Seller required to be performed at or prior The Sellers shall have delivered to the Closing Date pursuant Purchaser releases of any and all Liens (other than Permitted Encumbrances), including appropriate UCC termination statements, held by third parties against the Acquired Assets, in each case on terms satisfactory to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller.Purchaser; (iij) The Purchaser shall have received all of the following closing documentsopinions, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable of ▇▇▇▇▇▇ ▇▇▇▇ & Priest LLP, counsel to the PurchaserSellers, and attached thereto of Morris, Nichols, Arsht & ▇▇▇▇▇▇▇, counsel to the resolutions Sellers with respect to Section 271 of the Seller's authorizing the transactions contemplated by this AgreementDelaware General Corporation Law, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in each case in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (Fk) A letter from The Sellers shall have entered into the Escrow Agreement, and it shall be in full force and effect as of the Closing; (l) The Sellers shall have entered into the Transition Services Agreement and it shall be in full force and effect as of the Closing. (m) The Sellers shall have entered into each of the Rating Agencies giving each Class of Certificates set forth on Schedule A spin-off agreements attached hereto as Exhibit B (the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties"Spin-Off Agreements") and opinions the Spin-Off Agreements shall be in full force and effect as may be reasonably necessary to secure of the intended ratings from each Rating Agency for the CertificatesClosing. (iiin) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement Sellers shall have been issued entered into the License Agreement, and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇it shall be in full force and effect as of the Closing. (ivo) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on On or prior to the Closing Date, the Sellers shall have delivered to the Purchaser all of the following conditionsfollowing: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of from the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, Sellers in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in a form and substance reasonably satisfactory to the SellerPurchaser, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, stating that they have taken all actions required on their part to satisfy the preconditions specified in a form reasonably acceptable to Sections 3.1(a) through (k); (ii) copies of all third party and governmental consents, approvals, filings, releases and terminations required of the Seller, and attached thereto Sellers in connection with the consummation of the transactions contemplated herein; (iii) certified copies of the resolutions of the Purchaser authorizing board of directors of each Seller approving the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations As a condition to Closing for the benefit of the Purchaser under this Agreement will be subject to the satisfactionand Seller, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of obtained the Purchaser’s Waiver and Seller shall have obtained the Seller. (ii) The ’s Waiver. Each of Purchaser and Seller shall have received all of deliver at Closing an updated Parties-in-Interest Certification in the following closing documentsform attached as Exhibit E, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart of the Amendment; (C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of the Seller dated as of the Closing Date, in a form reasonably acceptable prepared by the Title Company, certifying as to the Purchaser, and attached thereto the resolutions identity of the any party-in-interest with respect to Seller's authorizing the transactions contemplated by this AgreementPremises and Purchaser’s Premises, together with copies of the charter and by-laws of the Seller; (E) One or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇ pursuant to the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably requestrespectively. (b) The As a condition of Closing, for the benefit of Purchaser and Seller, (i) no Project Litigation shall have been filed, or if any Project Litigation is filed, all such Project Litigation shall have been dismissed on the merits pursuant to a final, non-appealable judgment or order by a court of competent jurisdiction, and (ii) no Adverse Determination shall have been rendered. (c) As conditions precedent to Purchaser's obligations of the Seller under this Agreement shall be subject with respect to the satisfaction, on or Closing: 1) No later than three (3) business days prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate delivered to that effect Escrow Agent (x) signed by an authorized officer of the Purchaser. (ii) The Seller shall have received execution copies of all of the following closing documents, in such forms as are agreed upon instruments and reasonably acceptable other deliverables required to the Seller, duly be executed and delivered by all signatories other than the Seller as required pursuant to this Agreement at the respective terms thereof:Closing and (y) Seller’s Waiver; (A2) If required No material representation or warranty made by Seller pursuant to Section 3 hereof6(a) hereof shall be untrue, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in any material respect (it being understood that a form reasonably acceptable to representation and warranty shall be deemed untrue in a “material respect” only if the Seller, and attached thereto inaccuracy therein prevents Seller from selling the resolutions of Subject Floor Area Development Rights in the Purchaser authorizing the transactions manner contemplated by this Agreement or would expose Purchaser to material post-closing liability or claims); 3) There shall be no material default by Seller in its covenants hereunder which would prevent Seller from selling the Subject Floor Area Development Rights in the manner contemplated by this Agreement; 4) The Title Company shall issue the Development Rights Endorsement; provided that if no Development Rights Endorsement coverage is available then Purchaser may, upon written notice to Seller and Escrow Agent within thirty (30) days after receipt of written notice from the Pooling and Servicing Title Company or Escrow Agent that the Development Rights Endorsement coverage is unavailable, terminate this Agreement, together with copies whereupon Escrow Agent shall immediately, irrespective of any instruction to the contrary, (i) release and disburse to the Purchaser the amount remaining in Account A after any disbursements made or due to Seller on account of all Incurred Pier 40 Recognized Expenses and all unpaid and documented Litigation Expenses actually incurred by Seller up to Purchaser’s receipt of such notice from the Title Company or Escrow Agent; (ii) release and disburse to the Purchaser the amount remaining in Account C after any disbursements made or due to Seller on account of all unpaid and documented Title Related Costs actually incurred by Seller up to the date of Purchaser’s receipt of such notice from the Title Company or Escrow Agent and (iii) release and disburse to Purchaser the entire remainder of the Purchaser's articles of incorporationDeposit, including all funds in Account B, and evidence as thereafter neither Purchaser nor Seller shall have any further liability or obligation to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the Sellereach other under this Agreement; and 5) Seller shall have otherwise satisfied, on or prior to the Closing, all of its obligations under this Agreement in all material respects. (Ed) Such other As conditions precedent to Seller's obligations with respect to the Closing: 1) no later than three (3) business days prior to the Closing Date, Purchaser shall have delivered to Escrow Agent (x) signed execution copies of all of the documents, certificates instruments and other deliverables required to be executed and delivered by Purchaser at the Closing pursuant to this Agreement, and (including additional representations y) Purchaser’s Waiver. 2) no material representation or warranty made by Purchaser pursuant to Section 6(b) hereof shall be untrue, as of the Closing Date, in any material respect (it being understood that a representation and warrantieswarranty shall be deemed untrue in a “material respect” only if the inaccuracy therein prevents Seller from selling the Subject Floor Area Development Rights in the manner contemplated by this Agreement or would expose Seller to material post-closing liability or claims); 3) and opinions as may There shall be reasonably necessary no material default by Purchaser in its covenants hereunder which would prevent Purchaser from purchasing the Subject Floor Area Development Rights in a manner contemplated by this Agreement; and 4) Purchaser shall have otherwise satisfied, on or prior to secure the intended rating from each Rating Agency for the Certificates;Closing, all of its obligations under this Agreement in all material respects.

Conditions to Closing. (a) The obligations At or before Closing, and contemporaneo usly with the acceptance of delivery of the Purchaser under this Agreement Bonds, the District will be subject provide to the satisfaction, on or prior to the Closing Date, of the following conditionsUnderwriters: (i1) Each a certificate, signed by an official of the obligations District, confirming to the Underwriters that the Preliminary Official Statement as of its date did not, and the Officia l Statement as of its date and at the time of Closing did not and does not, to the best of the Seller required knowledge of said official, contain any untrue statement of a material fact or omit to be performed state a material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading, and that there has been no material adverse change in the financial condition or affairs of the District which would make it unreasonable for the purchaser of the Bonds to rely upon the Official Statement in connection with the resale of the Bonds; excluding in each case any information contained therein relating to DTC or its book-entry only system; CUSIP numbers of the Bonds; information contained therein describing the investment policy of the County of Alameda, its current portfolio holdings, and valuation procedures (as they relate to funds of the District held by the Treasurer-Tax Collector); and information provided by the Underwriters regarding the prices or yields at or prior which the Bonds were re-offered to the Closing Date pursuant public, as to all of which the District expresses no view. (2) a certificate, signed by an official of the County of Alameda, confirming to the terms Underwriters that the Preliminary Official Statement as of this Agreement shall have been duly performed its date did not, and complied with in all material respects; all the Official Statement as of its date and at the time of Closing did not and does not, to the best of the representations knowledge of said official, solely with respect to the information contained therein describing the County’s investment policy, current portfolio holdings, and warranties valuatio n procedures (as they relate to funds of the Seller District held by the Treasurer-Tax Collector), contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made therein, in the light of the circumstances under this Agreement shall be true and correct which they were made, not misleading. (3) a certificate, signed by an official of the District (or an opinion of counsel to the District), confirming to the Underwriters that, as of the date or dates specified in all material respects; of this Purchase Agreement and at the time of Closing, there is no event shall have occurred whichlitigation pending, with notice service of process completed, or, to the best of the knowledge of said person, threatened, concerning the validity of the Bonds, the levy of taxes to repay the Bonds or the passage application of timetax proceeds to that purpose, would constitute a default under this Agreementthe corporate existence of the District, or the Pooling and Servicing Agreement; and entitlement of the Purchaser shall have received certificates to that effect signed by authorized officers of the SellerDistrict who have signed the Bonds and the various certificates and agreements of the District relating to the issuance and sale of Bonds, to their respective offices. (ii4) The Purchaser shall have received all a certificate or certificates, signed by an official of the following closing documentsDistrict, in such forms as are agreed upon and reasonably acceptable confir ming to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated Underwriters that as of the Closing Date and any documents referred to therein; (B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one copy to be attached to each counterpart all of the Amendment; (C) The Pooling and Servicing Agreement, representations of the District contained in form and substance reasonably satisfactory to the Trustee and the Purchaserthis Purchase Agreement are true, and all documents required thereby duly executed by all signatories; (D) A certificate of an officer of that the Seller dated as of the Closing DateResolution is in full force and effect and has not been amended, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Seller; (E) One modified or more opinions of counsel from the Seller's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificatesrescinded. (iii5) The Certificates to be sold to the opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ pursuant LLP, Bond Counsel with respect to the Underwriting Agreement shall have been issued and sold issuance of the Bonds (“Bond Counsel”), addressed to ▇the District, approving the validity of the Bonds, dated the date of Closing, substantially in the form set forth as Appendix C to the Official Statement. (6) a supplemental opinion of Bond Counsel in a form acceptable to the Underwriters, dated the date of Closing, substantially in the form set forth as Appendix B herein. (7) an opinion of ▇▇▇▇▇▇ ▇▇▇▇▇▇ LLP, counsel for the Underwriters (“Underwriters’ Counsel”), dated the date of Closing and addressed to the Underwriters, satisfactory in form and substance to the Underwriters. (iv) The Seller shall have furnished to 8) the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment duly executed Tax Certificate of the conditions set forth District, dated the date of Closing, in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably requestform satisfactory to Bond Counsel. (b9) The obligations the receipt of the Seller under this Agreement shall be subject District or its agent confirming payment by the Underwriters of the Purchase Price of the Bonds. (10) the duly executed Continuing Disclosure Certificate of the District, in substantially the form attached as Appendix D to the satisfactionPreliminary Official Statement. (11) a certified copy of the adopted Resolution. (12) an executed copy of the Paying Agent Agreement. (13) an executed copy of this Purchase Agreement. (14) an executed copy of the Official Statement. (15) the letter of S&P Global Ratings (“S&P”) and Fitch Ratings (“Fitch”), on to the effect that such rating agencies have rated the Bonds “[ ]” and “[ ],” respectively (or prior such other equivalent rating as each such rating agency may give), and that each such rating has not been revoked or downgraded. (16) a certificate signed by a District official setting forth a projection evidencing that tax rates with respect to the 2020E Bonds are projected not to exceed $30.00 per $100,000 of assessed value during the term of the 2020E Bonds. (17) a certificate signed by a District official setting forth a projection evidencing that tax rates with respect to the 2020A Bonds are projected not to exceed $30.00 per $100,000 of assessed value during the term of the 2020A Bonds. (18) a certificate signed by a County official confirming that the District is in compliance with applicable bonding capacity limitations. (19) such additional opinions, certificates, and documents as Bond Counsel or the Underwriters may reasonably request to evidence the truth and correctness, as of the Closing Date, of the following conditionsrepresentations of the parties contained herein, and of the District contained in the Official Statement, and the due performance or satisfaction by the parties at or prior to such time of all agreements then to be performed and all conditions then to be satisfied. (b) At or before Closing, and contemporaneously with the acceptance of delivery of the Bonds and the payment of the Purchase Price thereof, the Underwriters will provide to the District: (i1) The obligations the receipt of the Purchaser required to be performed by it on or prior Underwriters, in form satisfactory to the Closing Date pursuant to the terms of this Agreement shall have been duly performed District and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies Representative, confirming delivery of the Bonds to the Underwriters and the satisfaction or waiver of all conditions and terms of this Purchase Agreement by the following closing documentsDistrict, in such forms as are agreed upon and reasonably acceptable confirming to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated District that as of the Closing Date all of the representations of the Underwriters contained in this Purchase Agreement are true, complete and any documents referred to therein;correct in all material respects. (B2) The Pooling and Servicing Agreementthe certifications of the Underwriters, in form and substance reasonably satisfactory to Bond Counsel, regarding the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of prices at which the Purchaser dated as of the Closing Date, in a form reasonably acceptable Bonds have been reoffered to the Sellerpublic, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel described in form and substance reasonably satisfactory to the Seller; and (E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Section 3 hereof.

Conditions to Closing. 3.01 Conditions to Buyer's Obligations. --------------------------------- The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction or waiver in writing by Buyer of the following conditions as of the Closing Date: (a) The obligations representations and warranties set forth in Articles IV and V (other than those representations and warranties that address matters as of particular dates) shall be true and correct at and as of the Purchaser Closing Date as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except where the failure of such representation and warranties to be so true and correct would not, in the aggregate, have a Material Adverse Effect; (b) The Company and Sellers shall have performed in all material respects all of the covenants and agreements required to be performed by them under this Agreement will be subject at or prior to the satisfactionClosing; (c) The applicable waiting periods, if any, under the HSR Act shall have expired or been terminated; (d) No action or proceeding before any court or government body shall be pending wherein an unfavorable judgment, decree or order would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby; (e) Buyer shall have received fully executed payoff letters or UCC-3 termination statements and other terminations, pay-offs and/or releases, necessary to terminate or release, as the case may be, all Liens on the Company's and the Company Subsidiary's properties and assets (other than Permitted Liens), and the Company shall have satisfied in full the Indebtedness giving rise to such Liens (or made adequate provision in a manner reasonably acceptable to Buyer for such Indebtedness to be paid at the Closing (including out of proceeds paid by Buyer at the Closing)); (f) The Company shall have paid in full all Sale Bonuses and all Closing Expenses (or made adequate provision in a manner reasonably acceptable to Buyer for such Sale Bonuses and Closing Expenses to be paid at the Closing (including out of proceeds paid by Buyer at the Closing)); (g) Subject to the second to last sentence of Section 7.06(a), no event or events shall have occurred or failed to have occurred since the date of this Agreement that together with any Pre-Signing Matter(s), individually or in the aggregate, have had a Material Adverse Effect; (h) That certain Amended and Restated Stockholders Rights Agreement, dated as of December 16, 2003, among the Company and the Sellers, that certain Amended and Restated Consulting Agreement, dated as of December 29, 2004, between the Company and Lincolnshire Management, Inc. and all other agreements among the Sellers or the Sellers (or their Affiliates) and the Company shall have been terminated; and (i) The Company or Seller Representative (on behalf of Sellers), as the case may be, shall have delivered to Buyer each of the following: (A) a certificate of the Company, dated the Closing Date, stating that the conditions specified in subsections (a), (b) and (d) of this Section 3.01, as they relate to the Company and the Company Subsidiary, have been satisfied; (B) a certificate of Seller Representative (on behalf of Sellers), dated the Closing Date, stating that the conditions specified in subsections (a), (b) and (d) of this Section 3.01, as they relate to Sellers, have been satisfied; (C) evidence of the receipt of the governmental and other third party consents set forth on Schedule 3.01; (D) the stock certificates representing the outstanding Shares, in each case duly endorsed for transfer or accompanied by duly executed stock powers or transfer documents; (E) the Warrants duly marked "CANCELLED"; (F) all minute books, stock books, ledgers and registers, corporate seals, if any, and other corporate records relating to the organization, ownership and maintenance of the Company and the Company Subsidiary, if not already located on the premises of the Company or the Company Subsidiary; (G) resignations effective as of the Closing Date from all non-employee officers and directors of the Company and the Company Subsidiary as Buyer shall have requested in writing and delivered to Seller Representative not less than five (5) Business Days prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories other than the Purchaser as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (BH) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 3 hereto, one a copy to be attached to each counterpart of the Amendment; (C) The Pooling certificate of incorporation of the Company and Servicing Agreementthe Company Subsidiary, in form each case, certified by the Secretary of State of Delaware, and substance reasonably satisfactory to a certificate of good standing from Delaware for each of the Trustee Company and the PurchaserCompany Subsidiary, and all documents required thereby duly executed by all signatories; in each case, dated within five (D5) A certificate of an officer of the Seller dated as days of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Seller's authorizing the transactions contemplated by this Agreement, together with ; (I) certified copies of the charter resolutions duly adopted by the Company's board of directors authorizing the Company's execution, delivery and by-laws performance of this Agreement and the Sellerother agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (EJ) One or more opinions a certified copy of counsel from the SellerCompany's counsel otherwise and the Company Subsidiary's by-laws, in form and substance reasonably satisfactory to the Purchasereach case, the Trustee and each Rating Agencywith all amendments thereto; (FK) A letter from each any back up copies of any source code of any Products in the Rating Agencies giving each Class possession of Certificates set forth on Schedule A the rating set forth on Schedule A; andLincolnshire Management, Inc. or any of its Affiliates; (GL) Such other documentsan opinion of Kirkland & Ellis LLP, certificates (including additional representations and warranties) and opinions counsel to the Company, dated as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to of th▇ ▇▇▇▇▇▇▇ g D▇▇▇▇▇ pursuant to , covering the Underwriting Agreement shall have been issued and sold to ▇▇▇▇▇▇▇ ▇▇▇▇▇. (iv) The Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions matters set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the respective terms thereof: (A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Seller, and all documents required thereby duly executed by all signatories; (C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (D) One or more opinions of counsel from the Purchaser's counsel in form and substance reasonably satisfactory to the SellerExhibit C hereto; and (EM) Such other documentsa copy of a statement issued by the Company satisfying the requirements of Treasury Regulations Section 1.1445-2(c), certificates (including additional representations and warranties) and opinions certifying that the Shares are not a United States real property interest within the meaning of Code Section 897, a form of which is attached as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Exhibit D hereto.