Common use of Closing Documents Clause in Contracts

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

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

Closing Documents. The Closing Documents Purchaser or its designee shall consist have received all of the followingfollowing Closing Documents, in such forms as are agreed upon and acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), and upon which the Interested Parties may rely: (ai) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and Liberty Island Group; (ii) Each of the Pooling and Servicing Agreement and the Xxxx of Sale Indemnification Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan Sellerrespective parties thereto; (biii) An officerOfficer’s certificate Certificate substantially in the form of Exhibit E D-1 hereto, executed by the Secretary or an attesting assistant secretary of Liberty Island Group, the sole member and administrative manager of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Purchaser and the Principals Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of Liberty Island Group, in its capacity as the sole member and administrative manager of the Mortgage Loan Seller, and in its own capacity authorizing the Mortgage Loan Seller’s and Liberty Island Group’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller and all amendments, revisions, restatements and supplements thereofLiberty Island Group; (civ) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior with respect to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied issued by the Mortgage Loan Seller at or Secretary of State of Delaware not earlier than 15 days prior to the Closing Date, and (iii) since upon which the date Interested Parties may rely; and a certificate of this Agreement, there will good standing with respect to Liberty Island Group issued by the Secretary of State of Delaware not have been, immediately earlier than 15 days prior to the transfer Closing Date, and upon which the Interested Parties may rely; (v) Certificates of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition each of the Mortgage Loan SellerSeller and Liberty Island Group, in each case substantially in the form of Exhibit D-2 hereto, executed by an executive officer of the Mortgage Loan Seller, Seller on the Mortgage Loan Seller’s behalf or by an executive officer of Liberty Island Group on Liberty Island Group’s behalf, and dated the Closing Date, and upon which the Purchaser and the Principals Interested Parties may rely; (evi) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions A written opinion of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by independent counsel for the Mortgage Loan Seller and acceptable Liberty Island Group, dated the Closing Date and addressed to the Interested Parties and the Trustee and the other parties to the Pooling and Servicing Agreement, relating to the Mortgage Loan Seller’s and Liberty Island Group’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (vii) A written opinion of special counsel for the PurchaserMortgage Loan Seller and Liberty Island Group, dated the Closing Date and addressed to the Interested Parties and the Trustee and the other parties to the Pooling and Servicing Agreement, relating to the enforceability of this Agreement against the Mortgage Loan Seller and Liberty Island Group; (viii) A letter from special counsel for the Mortgage Loan Seller and Liberty Island Group, dated the Closing Date and addressed to the Purchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Free Writing Prospectus) and the PrincipalsInitial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Free Writing Prospectus and in the Preliminary Private Placement Memorandum (as the same may be amended or supplemented on or before the pricing date for the Certificates) substantially to the effect that nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, contained, with respect to the Mortgage Loan Seller or the Mortgage Loans, any untrue statement of a material fact or omitted to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller or the Mortgage Loans, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading; (gix) Any other opinions of A letter from special counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by and Liberty Island Group, dated the Purchaser Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in connection with the issuance agreed upon sections of the Certificates, each of which shall include the Purchaser Prospectus and the Principals Private Placement Memorandum (as addressees; the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (ia) A certificate nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the senior executive officer Prospectus or the Private Placement Memorandum as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the representative Mortgage Loans, the related borrowers or the related Mortgaged Properties, any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and (b) that, with respect to information regarding the Mortgage Loan Seller and the Mortgage Loans, the related borrowers or the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (x) Copies of all other opinions rendered by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the characterization of the transfer of the Mortgage Loans hereunder as a true sale, with each such opinion to be addressed to the other Interested Parties and the Trustee or accompanied by a letter signed by such counsel stating that the other Interested Parties and the Trustee may rely on such opinion as if it were addressed to them as of date thereof; (xi) One or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasers, dated (A) the date of the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus Supplement and the Private Placement Memorandum, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies), stating in effect that, using the assumptions and methodology used by the Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicable, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan related-documents to the Purchaser information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus Supplement and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Free Writing Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus Supplement and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xii) If any of the Certificates are “mortgage related securities” within the meaning of the Secondary Mortgage Market Enhancement Act of 1984, as amended, a Certificate of the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as regarding origination of the date Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Preliminary ProspectusSecurities Exchange Act of 1934, and as amended (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus“Exchange Act”); and (ixiii) Such further certificates, opinions and documents as the Purchaser may reasonably requestrequest or any Rating Agency may require.

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

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

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

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

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

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

Closing Documents. The Closing Documents shall consist of the following: (a) 7.1 This Agreement and the Xxxx of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller;each Seller Party. (b) An officer’s 7.2 A certificate substantially in the form of Exhibit E heretoeach Seller Party, executed by the Secretary or an attesting secretary a duly authorized officer of the Mortgage Loan Seller, such Seller Party and dated the Closing Date, and upon which the Purchaser Purchaser, its successors and assigns, and the Principals Underwriters and the Initial Purchasers may rely, attaching thereto to the effect that: (i) the representations and warranties of such Seller Party in this Agreement are true and correct in all material respects on and as exhibits of the Mortgage Loan SellerClosing Date with the same force and effect as if made on the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date; and (ii) such Seller Party has complied with all agreements and satisfied all conditions on its part to be performed or satisfied on or prior to the Closing Date. 7.3 True, complete and correct copies of each Seller Party’s organizational documents limited liability company agreement and all amendments, revisions, restatements and supplements thereof;certificate of formation. (c) 7.4 A certificate of good standing regarding of each Seller Party from the Mortgage Loan Seller, Secretary of State of Delaware dated not earlier than 30 days prior to the Closing Date;. (d) 7.5 A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Secretary or Assistant Secretary of each Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing DateParty, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to dated the Closing Date, and upon which Purchaser, its successors and assigns, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of such Seller Party, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures. 7.6 An opinion of counsel (iiiwhich, other than as to the opinion described in paragraph 7.6.6 below, may be in-house counsel) since to each Seller Party, dated the date Closing Date, and addressed to Purchaser, the Underwriters and the Initial Purchasers, substantially to the effect of the following (with such changes and modifications as Purchaser may approve and subject to such counsel’s reasonable qualifications): 7.6.1 Such Seller Party is validly existing under the laws of the State of Delaware and has full limited liability or organizational power and authority to enter into and perform its obligations under this Agreement. 7.6.2 This Agreement has been duly authorized, executed and delivered by such Seller Party. 7.6.3 No consent, approval, authorization or order of any federal court or governmental agency or body is required for the consummation by such Seller Party of the transactions contemplated by the terms of this AgreementAgreement except any approvals as have been obtained. 7.6.4 Neither the execution, there will not have beendelivery or performance of this Agreement by such Seller Party, immediately prior nor the consummation by such Seller Party of any of the transactions contemplated by the terms of this Agreement (A) conflicts with or results in a breach or violation of, or constitutes a default under, the organizational documents of such Seller Party, (B) to the transfer knowledge of such counsel, constitutes a default under any term or provision of any material agreement, contract, instrument or indenture, to which such Seller Party is a party or by which it or any of its assets is bound or results in the Mortgage Loans creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, other than pursuant to this Agreement, or (C) conflicts with or results in a breach or violation of any law, rule, regulation, order, judgment, writ, injunction or decree of any federal or State of New York court or governmental authority having jurisdiction over such Seller Party or its assets, except where in any of the instances contemplated by clauses (B) or (C) above, any conflict, breach or default, or creation or imposition of any lien, charge or encumbrance, will not have a material adverse effect on the consummation of the transactions contemplated hereby by such Seller Party or materially and adversely affect its ability to perform its obligations and duties hereunder or result in any material adverse change in the business, operations, financial condition condition, properties or assets of such Seller Party, or in any material impairment of the right or ability of such Seller Party to carry on its business substantially as now conducted. 7.6.5 To his or her knowledge, there are no legal or governmental actions, investigations or proceedings pending to which such Seller Party is a party, or threatened against such Seller Party, (a) asserting the invalidity of this Agreement or (b) which materially and adversely affect the performance by such Seller Party of its obligations under, or the validity or enforceability of, this Agreement. 7.6.6 This Agreement is a valid and binding agreement of such Seller Party, enforceable against such Seller Party in accordance with its terms, except as such enforcement may be limited by (1) laws relating to bankruptcy, insolvency, reorganization, receivership or moratorium, (2) other laws relating to or affecting the rights of creditors generally, (3) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (4) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification from liabilities under applicable securities laws. Such opinion may express its reliance as to factual matters on, among other things specified in such opinion, the representations and warranties made by, and on certificates or other documents furnished by officers of, the parties to this Agreement. In rendering the opinions expressed above, such counsel may limit such opinions to matters governed by the federal laws of the United States and the corporate laws of the State of Delaware and the State of New York, as applicable. 7.7 Such other opinions of counsel as any Rating Agency may request in connection with the sale of the Mortgage Loan SellerLoans by Seller to Purchaser or a Seller Party’s execution and delivery of, executed by an executive officer of or performance under, this Agreement, in each case also addressed to the Mortgage Loan SellerPurchaser, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser Underwriters and the Principals may rely;Initial Purchasers. (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser7.8 A negative assurance letter, dated the Closing Date and addressed to the Purchaser, the Underwriters, and the Initial Purchasers, in form reasonably acceptable to Purchaser, the Underwriters, and the Initial Purchasers, as to the disclosure provided by Seller to Purchaser with respect to itself and the Mortgage Loans for inclusion in the Free Writing Prospectus, the Preliminary Memorandum, the Final Memorandum and the Prospectus Supplement. 7.9 An opinion of counsel, dated the Closing Date and addressed to Purchaser and the Principals; Underwriters, in form reasonably acceptable to Purchaser and the Underwriters, that such disclosure complies as to form with the applicable requirements of Regulation AB with respect to each Seller Party’s role as “Sponsor” and/or as an “Originator” (gor, if such Seller Party was not the originator with respect to any Mortgage Loan, the role of the related originator as an “Originator”) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser (each as defined in Regulation AB) in connection with the issuance of Certificates. 7.10 A letter from a nationally recognized certified public accounting firm in form reasonably acceptable to Purchaser, the CertificatesUnderwriters and the Initial Purchasers, each dated the date hereof, addressed to Purchaser, the Underwriters and the Initial Purchasers, to the effect that they have performed certain specified procedures as a result of which shall include they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser Free Writing Prospectus, the Preliminary Memorandum, the Final Memorandum, and the Principals as addressees;Prospectus Supplement agrees with the records of each Seller Party. (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) 7.11 Such further certificates, opinions and documents as the Purchaser may reasonably request. 7.12 An officer’s certificate of Purchaser, dated the Closing Date, with the resolutions of Purchaser authorizing the transactions described herein attached thereto, together with certified copies of the charter, by-laws and certificate of good standing of Purchaser dated not earlier than 30 days prior to the Closing Date. 7.13 Such other certificates of Purchaser’s officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as Seller or its counsel may reasonably request. 7.14 An executed Xxxx of Sale.

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

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

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

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

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

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

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

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

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ab) This Agreement and the Xxxx of Sale Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and (bc) An officer’s certificate substantially in the form of Exhibit E hereto, Officer's Certificate executed by the Secretary or an attesting secretary authorized officer of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Purchaser Underwriters and the Principals BACM may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof;of the Seller; and (cd) A certificate Certificate of good standing regarding the Mortgage Loan SellerSeller from the Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date;; and (de) A certificate of the Seller, executed by an executive officer or authorized officer certifying signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely to the effect that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on the Closing Datedate hereof, and (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this the Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively;hereof; and (f) Written opinions A written opinion of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing Date and addressed to the Purchaser Purchaser, the Underwriters, the Trustee, the Initial Purchasers and each Rating Agency any other opinions of counsel for the Principals;Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (ih) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective parties thereto; and (j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memorandum, respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.

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

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

Closing Documents. The Closing Documents Company shall consist have delivered to the Purchasers all of the followingfollowing documents: (a) This Agreement an Officer's Certificate of the Company, dated the date of the Closing, stating that (i) the conditions specified in SECTION 2 have been fully satisfied; (ii) since December 31, 1997 there has been no Materially Adverse Effect or event, development, circumstance or other matter which may impose any materially adverse condition upon the consummation of the financing contemplated hereby and (iii) such Person has delivered to the Xxxx Purchasers at least one day prior to the Closing all environmental reviews and audits with respect to all of Sale duly executed the real estate and delivered by the Purchaser and the Mortgage Loan Sellerbusinesses of such entity; (b) An officer’s certificate substantially copies of the resolutions duly adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement, the issuance of the Securities, the Share Purchase Option Agreement, the Xxxxxxxx Purchase Agreement, the Xxxxxxxx Side Letter, the Stockholders Agreement, the Registration Agreement and each of the other agreements contemplated hereby or thereby to which the Company is a party, the reservation of 1,197,194 shares of Common Stock for issuance upon exercise of the Warrants, and the filing of the Certificates of Designation contemplated by SECTION 2E above accompanied by an Officer's Certificate of the Company certifying that the same are in full force and effect without modification or amendment, accompanied by a certification of the incumbency of each individual executing any agreement or document contemplated hereby in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary name of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofCompany; (c) A copies of the Articles of Incorporation and bylaws of the Company as in effect as of the Closing, certified by an officer of the Company together with a certificate of good standing regarding status or similar evidence from the Mortgage Loan SellerState of Texas and each jurisdiction in which the Company is then qualified to do business as a foreign corporation or in which the ownership of its assets or the conduct of its business would reasonably require it to so qualify, in each case dated not earlier than 30 days a recent date prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to copies of all third party and governmental consents, approvals and filings required in connection with the Purchaser in writing, the representations and warranties consummation of the Mortgage Loan Seller in or made pursuant to Section 4(a) transactions contemplated hereunder (including all environmental disclosures, blue sky filings and Section 4(b) waivers of this Agreement are true preemptive rights and correct in all material respects at and as rights of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyfirst refusal); (e) Powers of Attorney copies of the Mortgage Loan SellerAgreement and the Share Purchase Option Agreements, each as in effect at the form Closing, in each case certified by an officer of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectivelyCompany; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser Stockholders Agreement and the PrincipalsRegistration Agreement, executed by the Company; (g) Any other opinions evidence satisfactory to the Purchasers of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged payment in full of all Indebtedness and related obligations owing or owed by the Purchaser in connection Company (other than pursuant to the Loan Agreement and the Notes), the entire amount of which will be paid contemporaneously with the issuance Closing; (h) evidence of insurance coverage regarding the CertificatesCompany reasonably satisfactory in terms, each of which shall include amount and scope and provided by insurers all reasonably satisfactory to the Purchaser and the Principals as addresseesPurchasers; (i) A certificate the audited consolidated balance sheet of the senior executive officer Company as of December 31, 1997 and December 31, 1996 and the related consolidated and consolidating statements of earnings and cash flows as of and for the Fiscal Years then ended; (j) for each Purchaser which is an SBIC, duly completed and executed XXX Xxxxx 000, 000, xxx 0000 (Xxxx X) together with a five-year business plan showing the Company's financial projections (including balance sheets and income and cash flows statements) for each five-year period and a written statement from the Company regarding its intended use of the Mortgage Loan Seller or proceeds from the representative financing; (k) the STOCKHOLDERS SCHEDULE, which shall include a list of each of the Mortgage Loan Seller directly responsible for following after giving effect to the underwriting, origination and/or sale transactions contemplated by this Agreement: (a) the name of each of the Mortgage LoansCompany's directors, in (b) the form name and substance acceptable to title of each of the Purchaser Company's officers, (c) a list from the Company's transfer agent setting forth the name of each record holder of the Company's Common Stock and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated number of shares held by such holder as of the record date of the Preliminary ProspectusMay 23, 1998 shareholders meeting and (iid) a Mortgage Loan Seller CEO Certification dated as the name of each of the date Company's other stockholders setting forth the number and class of the Final Prospectusshares held; and (il) Such further certificatessuch other documents relating to the transactions contemplated by this Agreement as either the BA Purchasers or Xxxxxxxx & Xxxxx, opinions and documents as special counsel to the Purchaser Purchasers, may reasonably request.

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

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

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

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

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

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

Closing Documents. The Closing Documents shall consist (i) Amendment No. 1 to Loan and Security Agreement, together with certain amended and restated Exhibits thereto (ii) Amended and Restated Revolving Note (iii) Amendment to Real Property Mortgage with respect to owned real property located at 000 Xxxxx Xxxx, Xxxx Xxxx, Xxxxxxxx 00000 together with date down endorsement (iv) Secretary’s Certificate for each Borrower (A) Certified Articles of Incorporation/Formation (B) By-laws/LLC Agreement (C) Resolutions of Board of Directors/Managers (D) Incumbency (v) Certificates of Good Standing for each Borrower in its jurisdiction of organization (vi) Summary of updated UCC searches (vii) Summary of intellectual property searches (viii) Opinion of Xxxxxxxx Xxxxxxx Van Deuren re loan documents, addressed to Xxxxxx and the Lenders (ix) BMO Xxxxxx Bank N.A. Lockbox and Assigned Account Agreements (A) Auto Manufacturing, Inc. (B) Power Great Lakes, Inc. (C) Power Global Solutions, Inc. (D) Power Solutions, Inc. $50,000,000 March 20, 0000 Xxxxxxx, Xxxxxxxx FOR VALUE RECEIVED, the undersigned (hereinafter “Borrowers”), hereby, jointly and severally, PROMISE TO PAY to the order of BMO Xxxxxx Bank N.A., formerly known as Xxxxxx X.X. (“Lender”), or its registered assigns, at the principal office of BMO Xxxxxx Bank N.A., as agent for such Lender, or at such other place in the United States of America as the holder of this Note may designate from time to time in writing, in lawful money of the following: United States of America and in immediately available funds, the principal amount of Fifty Million Dollars (a$50,000,000), or such lesser principal amount as may be outstanding pursuant to the Loan Agreement (as hereinafter defined) with respect to the Revolving Credit Loan, together with interest on the unpaid principal amount of this Note outstanding from time to time. This Note is one of the Revolving Credit Notes referred to in, and issued pursuant to, that certain Loan and Security Agreement dated as of April 29, 2011 (as amended from time to time, the “Loan Agreement”), by and among Borrowers, the lender signatories thereto (including Lender) and BMO Xxxxxx Bank N.A., as agent for such Lenders (in such capacity “Agent”), and is entitled to the benefit and security of the Loan Agreement. All of the terms, covenants and conditions of the Loan Agreement and the Xxxx Security Documents are hereby made a part of Sale duly executed this Note and delivered are deemed incorporated herein in full. All capitalized terms herein, unless otherwise specifically defined in this Note, shall have the meanings ascribed to them in the Loan Agreement. The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and on the dates specified in the Loan Agreement and, if not sooner paid in full, on March 20, 2017, unless the term hereof is extended in accordance with the Loan Agreement. Interest thereon shall be paid until such principal amount is paid in full at such interest rates and at such times as are specified in the Loan Agreement. Upon and after the occurrence, and during the continuation, of an Event of Default, this Note shall or may, as provided in the Loan Agreement, become or be declared immediately due and payable. The right to receive principal of, and stated interest on, this Note may only be transferred in accordance with the provisions of the Loan Agreement. Demand, presentment, protest and notice of nonpayment and protest are hereby waived by Borrowers. This Note amends and restates and is issued in replacement of that certain Revolving Note dated April 29, 2011 in the original principal amount of $35,000,000 issued by Borrowers in favor of Lender (the “Original Note”). The indebtedness evidenced by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated Original Note has not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that been paid; instead this Note (i) except as previously disclosed to re-evidences the Purchaser in writing, indebtedness evidenced by the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing DateOriginal Note, (ii) is given in substitution for, and not as payment of, the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied indebtedness evidenced by the Mortgage Loan Seller at or prior to the Closing DateOriginal Note, and (iii) since the date of this Agreement, there will not have been, immediately prior is in no way intended to the transfer constitute a novation or discharge of the Mortgage Loans pursuant to this Agreementindebtedness evidenced by the Original Note. This Note shall be interpreted, any material adverse change governed by, and construed in accordance with, the financial condition internal laws of the Mortgage Loan Seller, executed by an executive officer State of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf Illinois. By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: President and dated the Closing Date, upon which the Purchaser Chief Executive Officer By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: President and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer Chief Executive Officer By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: President and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable Chief Executive Officer By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: President and Chief Executive Officer By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: President and Chief Executive Officer Signature Page to counsel for the Purchaser Amended and subject to such reasonable assumptions Restated Revolving Note By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: President and qualifications as may be requested by counsel for the Mortgage Loan Seller Chief Executive Officer By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: President and acceptable to counsel for the Purchaser, dated the Closing Date Chief Executive Officer By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: President and addressed to the Purchaser Chief Executive Officer By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: President and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.Chief Executive Officer By: /s/ Xxxx Xxxxxxxxxx Name: Xxxx Xxxxxxxxxx Title: Manager

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

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser, the Certificate Insurer and the Xxxx Underwriters may rely, and attached thereto copies of Sale duly executed the certificate of incorporation, by-laws and delivered by certificate of good standing of the Purchaser Seller and Master Servicer under the laws of Delaware and stating that the information contained in the Prospectus Supplement, relating to the Mortgage Loans, the Seller and Master Servicer, and the Mortgage Loan Sellerapplicable loan portfolio, is true and accurate in all material respects and does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading and (ii) if any of the Non-Offered Certificates are offered on the Closing Date pursuant to a private placement memorandum, the Seller shall deliver an Officer's Certificate stating that the same information contained in such private placement memorandum is true and accurate in all material respects; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary Officers' Certificate of the Mortgage Loan Seller, and dated the Closing Date, in form satisfactory to and upon which the Purchaser Purchaser, the Certificate Insurer and the Principals Underwriters may rely, attaching thereto as exhibits with respect to certain facts regarding the sale of the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofLoans by the Seller to the Purchaser; (c) A certificate An Opinion of good standing regarding Counsel of the Mortgage Loan SellerSeller and Master Servicer, dated not earlier than 30 days prior to the Closing Date, in form satisfactory to and addressed to the Purchaser, the Certificate Insurer and the Underwriters; (d) A certificate executed by an authorized officer certifying that (i) except Such opinions of counsel from the Purchaser's or Seller's counsel as previously disclosed to the Purchaser Rating Agencies or the Certificate Insurer may request in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date connection with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer sale of the Mortgage Loans pursuant by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf Agreement and dated the Closing Date, upon which the Purchaser Certificate Insurer and the Principals Underwriters may rely; (e) Powers of Attorney of the Mortgage Loan SellerA letter from Deloitte & Touche LLP, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchasercertified public accountants, dated the Closing Date date hereof and addressed to the Purchaser and effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Principals; (g) Any other opinions Prospectus Supplement, under the captions "Summary of counsel for Prospectus Supplement", "Risk Factors", "The Mortgage Pool", "Yield on the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance Certificates", "Description of the Certificates", each "Pooling and Servicing Agreement--The Seller and Master Servicer", Annex II and Annex III agrees with the records of which shall include the Purchaser Seller and the Principals as addresseesMaster Servicer; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably request.

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

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

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

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and On or before the Xxxx Initial Closing Date, the Seller shall submit to the Initial Purchaser fully executed originals of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Sellerfollowing documents: 1. this Agreement, in four counterparts; (b) An officer2. a Custodial Account Letter Agreement in the form attached as Exhibit 6 hereto; 3. as Escrow Account Letter Agreement in the form attached as Exhibit 7 hereto; 4. an Officer’s certificate substantially Certificate, in the form of Exhibit E 1 hereto, executed by including all attachments thereto; 5. an Opinion of Counsel to the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C 2 hereto, for ; and 6. the Master Servicer and the Special Servicer, respectively;Seller’s Underwriting Guidelines. (fb) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) The Closing Documents for the Mortgage Loan Seller, in form reasonably acceptable Loans to counsel for be purchased on each Closing Date shall consist of fully executed originals of the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for following documents: 1. the related Confirmation; 2. the related Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the PrincipalsSchedule; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans3. an Officer’s Certificate, in the form and substance acceptable of Exhibit 1 hereto, including all attachments thereto; 4. if requested by the Initial Purchaser, an Opinion of Counsel to the Purchaser and Seller, in the form of Exhibit 2 hereto; 5. a Security Release Certification, in the form of Exhibit 3 hereto executed by any Person, as requested by the Initial Purchaser, if any of the Mortgage Loan Seller (Loans has at any time been subject to any security interest, pledge or hypothecation for the benefit of such Person; 6. a “Mortgage Loan Seller CEO Certification”) and dated as certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the date of Mortgage Loans were acquired by the Preliminary ProspectusSeller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectusif applicable; and 7. an Assignment and Conveyance in the form of Exhibit 4 hereto. (ic) Such further certificatesIn addition, opinions and documents as to the extent that the Underwriting Guidelines are modified, amended or supplemented at any time following the Initial Closing Date, the Seller shall notify the Purchaser may reasonably requestof such change and provide the Purchaser a copy in both electronic and hard copy of such modification, amendment or supplement at the time the Seller presents a bid for a future trade.

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

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

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

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

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

Closing Documents. The Closing Documents shall consist At the closing of the following: (a) This Agreement and the Xxxx of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made transaction evidenced hereby on the Closing Date, Seller and Purchaser shall execute and deliver to each other the following documents (the “Closing Documents”): a. Seller shall execute and deliver to Purchaser the following documents: i. A statutory warranty deed prepared by Seller's counsel (the "Warranty Deed") warranting that Seller has fee simple title in and to the Property and that the Property is free and clear of all liens and encumbrances permitted or suffered by Seller except for, and subject to, the following Permitted Title Exceptions: A. Easements, minimum building set back lines, restrictions and rights-of-way of record in the Office of the Judge of Probate of Madison County, Alabama and such state of facts as would be disclosed by an accurate survey of the Property; B. All matters established by, and shown on the plat of “Xxxxx’x Subdivision of Huntsville Land, Building & Mfg. Association Add. to Huntsville, Alabama” of Record in Plat Book 1 Page 40 in the Office of the Judge of Probate of Madison County, Alabama; C. Applicable provisions of (i) The Zoning Ordinance, (ii) the Mortgage Loan Seller hasThe Subdivision Regulations, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since The Stormwater Management Manual and (iv) other land use laws, statutes regulations and rules, of the date City of this AgreementHuntsville, there will Alabama, Madison County, Alabama, the State of Alabama and the United States of America, all as last amended; D. Unrecorded leases of portions of the premises to (a) The Pinnacle Schools, Inc., a Delaware corporation and (b) Xxxx Xxxxxxx Battle and Xxxxx Xxxxxx Xxxxx, Trustees of the Free 2 Teach Foundation; and E. Such Title Defects as Purchaser may have waived pursuant to Paragraph “5” hereof; (The foregoing and immediately preceding subparagraphs A. through E., inclusive, are herein referred to, separately and severally, and collectively, as the "Permitted Title Exceptions"); ii. An affidavit establishing that Seller is not have beena “foreign person”, immediately prior as that term is defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder, and otherwise in form and content sufficient to eliminate Purchaser’s withholding obligations under said Section 1445 with respect to the transfer sale and purchase of the Mortgage Loans pursuant Property; and b. Seller and Purchaser shall also execute and deliver to each other any and all other documents deemed reasonably necessary by Seller or by Purchaser to consummate the transaction evidenced hereby in accordance with this AgreementAgreement including, any material adverse change in the financial condition but not limited to, closing statements, modified seller/owner affidavits, and Internal Revenue Service Reporting forms, if applicable. Each of the Mortgage Loan Seller, executed Closing Documents shall be prepared at Purchaser’s cost and expense by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan SellerPurchaser’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, counsel except for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, Warranty Deed. All Closing Documents shall be in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser Seller and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestSeller’s counsel.

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

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

Closing Documents. The Closing Documents Seller shall consist of have delivered (or caused to be delivered) to Purchaser the following: (a) This Agreement and 6.1.1 A certificate evidencing the Xxxx of Sale Shares duly endorsed in blank or with stock powers duly executed by Seller and delivered by such other endorsements and assignments as are necessary to vest in Purchaser good and valid title to the Purchaser and the Mortgage Loan SellerShares; (b) An officer’s certificate substantially in the form of Exhibit E hereto6.1.2 The Management Agreement, duly executed by the Secretary or an attesting secretary Manager and/or Licensor, as applicable; 6.1.3 The written resignations of the Mortgage Loan Seller, Company’s directors and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofofficers set out in Exhibit F; (c) 6.1.4 A certificate of good standing regarding the Mortgage Loan Selleran appropriate official, dated not earlier more than 30 thirty (30) days prior to the Closing Date, of the qualification and good standing of the Company to do business in the Company’s jurisdiction of formation and in each jurisdiction wherein, pursuant to Applicable Law, the conduct of the Company’s business or the Company’s ownership of Assets in such jurisdiction requires the Company to maintain qualification as a foreign corporation; (d) 6.1.5 The minute book, stock book and, if applicable, the corporate seal of the Company; 6.1.6 Certified copies of applicable resolutions required for the Seller’s execution, delivery and performance of this Agreement, and certificates of incumbency with respect to Seller, the Company and such other Persons as Purchaser or Title Company may reasonably require; 6.1.7 A certificate executed by an of a duly authorized officer certifying that (i) except as previously disclosed to of Seller confirming the Purchaser in writing, the continued truth and accuracy of its representations and warranties of the Mortgage Loan in this Agreement (subject to such modification as Seller in or made may make pursuant to Section 4(a) 4.20); 6.1.8 A statement evidencing the payments, adjustments and Section 4(b) of this prorations provided for hereunder and otherwise agreed upon by Seller and Purchaser (the “Settlement Statement”), duly executed by Seller; 6.1.9 Evidence that the Existing Management Agreement are true and correct in all material respects at and the Inter-Company Facility Loan Agreement is terminated effective as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing DateClosing; 6.1.10 An original or copy of a Tax Clearance Letter issued by the Tax Assessor, Office of the Lieutenant Governor, U.S. Virgin Islands, reflecting that there are no delinquent property taxes assessed against the Real Property; 6.1.11 Evidence that all consents, authorizations and approvals set forth on Schedule 4.6.1 have been duly obtained; 6.1.12 Evidence that all of the Monetary Title Encumbrances and all of the indebtedness described on Schedule 4.15.3 shall have been paid in full (or in the case of Monetary Title Encumbrances, Seller has otherwise obtained a Monetary Encumbrance Release) and all related security interests shall have been terminated; 6.1.13 The Owner Agreement, duly executed by Manager and Licensor; 6.1.14 Such instrument(s) or transfers of title necessary to transfer all of MI’s right, title and interest in Lady Lynsey to the Company; 6.1.15 An Assignment and Assumption Agreement in the form attached as Exhibit I, duly executed by MI; 6.1.16 A certificate of exemption or “zero” withholding from the Virgin Islands Bureau of Internal Revenue that complies with Treas. Reg. § 1.1445-3 and IRS Rev. Proc. 2000-35; and 6.1.17 Such other documents, certificates, and (iii) since other instruments as may be reasonably required to consummate the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan SellerTransaction, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable reasonably satisfactory to the Seller and Purchaser and the Mortgage Loan Seller (executed by Seller, including, but not limited to, a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestcustomary owner’s affidavit.

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

Closing Documents. The Closing Documents Lender shall consist have received each of the followingfollowing documents, all of which shall be satisfactory in form and substance to the Lender and its counsel: (a) This Agreement and the Xxxx of Sale i. this Agreement, duly executed and delivered by the Purchaser Borrower; ii. the Note, dated the Effective Date and duly executed and delivered by the Borrower; iii. the Warrant, the Registration Rights Agreement and the Mortgage Loan SellerPledge Agreement, each dated the Effective Date and duly executed and delivered by the Borrower; (b) An officer’s iv. certified copies of the articles of incorporation and by-laws of each Borrower, as in effect on the Effective Date; v. certified copies of all action, including stockholders, if necessary, taken by each Borrower to authorize the execution, delivery and performance of this Agreement and the other Loan Documents and the borrowings under this Agreement; vi. certificates of incumbency and specimen signatures with respect to each of the officers or directors of each Borrower who is authorized to execute and deliver this Agreement or any other Loan Document on behalf of the Borrower or any document, certificate substantially or instrument to be delivered in connection with this Agreement or the other Loan Documents and to request borrowings under this Agreement; vii. a certificate evidencing the good standing of each Borrower in the form jurisdiction of Exhibit E hereto, its organization and in each other jurisdiction in which it is qualified as a foreign corporation to transact business; viii. the Financing Statements duly executed and delivered by the Secretary Borrower, and evidence satisfactory to the Lender that the Financing Statements have been filed in each jurisdiction where such filing may be necessary or an attesting secretary appropriate to perfect the Security Interest; ix. a Schedule of Eligible Installment Contracts, prepared as of a recent date; x. certificates or binders of insurance relating to each of the Mortgage Loan Seller, policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of Section 8.7; xi. a Borrowing Base Certificate prepared as of the Effective Date duly executed and dated delivered by the Closing Date, chief financial officer of the Borrower; xii. a Compliance Certificate prepared as of the Effective Date duly executed and upon which delivered by the Purchaser chief financial officer of the Borrower; xiii. a letter from the Borrower to the Lender requesting the Initial Advance and specifying the Principals may rely, attaching thereto as exhibits method of disbursement; xiv. copies of all the Mortgage Loan Seller’s organizational documents financial statements referred to in Section 6.1(l) and all amendments, revisions, restatements and supplements meeting the requirements thereof; (c) A xv. a certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to President of the Closing Date; (d) A certificate executed by an authorized officer certifying respective Borrower stating that (ia) except as previously disclosed to the Purchaser in writing, all of the representations and warranties of the Mortgage Loan Seller in made or deemed to be made pursuant to Section 4(a) and Section 4(b) of under this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Effective Date, (ii) both with and without giving effect to the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by made at such time and the Mortgage Loan Seller at or prior to application of the Closing Dateproceeds thereof, and (iiib) since the date no Default or Event of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyDefault exists; (e) Powers of Attorney of the Mortgage Loan Sellerxvi. UCC, each in the form of Exhibit C hereto, for the Master Servicer tax lien and the Special Servicer, respectivelyjudgment searches against Borrower; (f) Written opinions xvii. Opinions of Borrower’s counsel (which may include opinions of in-house satisfactory to Lender and Lender’s counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificatesxviii. copies of each of the other Loan Documents duly executed by the parties thereto with evidence satisfactory to the Lender and its counsel of the due authorization, opinions binding effect and enforceability of each such Loan Document on each such party and such other documents and instruments as the Purchaser Lender may reasonably request.

Closing Documents. The Closing Documents At the closing Seller shall consist of the followingexecute and deliver to Purchaser: (a) This Agreement Certified copies of resolutions duly adopted by the Board of Directors and Shareholder of Seller authorizing the sale of the Assets and the Xxxx performance by Seller of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller;its obligations hereunder (b) An officer’s certificate substantially opinion of Seller's counsel, Xxxxxxxxx X. Xxxx, Esq. dated as of the closing date, in form and substance satisfactory to Purchaser's counsel, stating such counsel's opinion that: (i) Corporation is duly organized, validly existing and in good standing under the form laws of Exhibit E heretoNew York; (ii) Seller has full power and authority, executed corporate and otherwise, to enter into this agreement and perform its obligations hereunder; (iii) the execution and delivery of this agreement and the performance by Seller of its obligations hereunder have been duly authorized by the Secretary Board of Directors and Shareholder of Seller and no further action or an attesting secretary approval is required in order to constitute this agreement as the binding obligation of Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights generally; (iv) the execution and delivery of this agreement and the performance by Seller of its obligations hereunder do not and will not violate any provision of the Mortgage Loan Certificate of Incorporation or Bylaws of Seller; and (v) except as may be set forth in this agreement, and dated such counsel is not representing Seller in any suit, action or proceeding against them which, if adversely determined, would prohibit the Closing Dateconsummation of the transactions contemplated by this agreement, and upon nor is Counsel aware of any other suits, actions, or proceedings which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof;would affect this transaction. (c) A certificate The Certificate of good standing regarding Incorporation, Bylaws, filing receipts and other organizational documents of Seller; any bills, vouchers, and records showing the Mortgage Loan ownership of the Assets used in the operations of Seller; and all other books of account, dated not earlier than 30 days prior to the Closing Daterecords and contracts of Seller; (d) A certificate executed by an authorized officer certifying that Restrictive Covenant as enumerated in Article Ten (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely;10), (e) Powers of Attorney of the Mortgage Loan Statements executed by Seller, each in the form releasing and indemnifying Purchaser from any and all obligations and liabilities of Exhibit C heretoSeller, for the Master Servicer and the Special Servicer, respectively;other than those specifically assumed herein, (f) Written opinions A Xxxx of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, Sale and such other instruments and information in form reasonably acceptable and substance satisfactory to counsel for the Purchaser and subject to such reasonable assumptions and qualifications Purchaser's attorneys as may be requested by counsel for necessary or proper to transfer to Purchaser good and marketable title to all other ownership interests in the Mortgage Loan Seller and acceptable Assets to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals;be transferred under this agreement. (gh) Any other opinions An agreement providing for Purchaser to use Seller's computer system and software for billing for a period of counsel for up to six months following the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; andclosing. (i) Such further certificates, opinions and other documents as may be reasonably required in accordance with the intent and purpose of this agreement Seller shall do all further acts and things as may be necessary, or reasonably requested by Purchaser, to consummate the transactions contemplated by this agreement, including the acquisition of and possession of the Assets. Seller shall advise Purchaser may reasonably requestof, and cause to be delivered to Purchaser, all applicable trade secrets and proprietary information pertaining to the Assets of the businesses. At the closing Purchaser shall execute and deliver to Seller: Reciprocal documentation and Counsel's opinion as listed in subparagraphs (a)(b) and (c) above Except as expressly provided herein, Purchaser shall not be obligated to pay or perform any obligations or liabilities of Seller including without limitation, obligations or liabilities of Seller to their creditors or any legal, accounting, brokerage or finder's fees or any taxes or other expenses in connection with this agreement or the consummation of the transactions contemplated hereby.

Closing Documents. The On the initial Closing Documents Date, the Seller and the Servicer shall consist of deliver to the followingPurchaser in escrow fully executed originals of: (a) This Agreement and the Xxxx of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Sellerthis Agreement, including all exhibits; (b) An officeran Officer’s certificate substantially Certificate, in the form of Exhibit E I hereto, executed by for the Secretary or an attesting secretary of Seller and for the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and Servicer including all amendments, revisions, restatements and supplements thereofattachments thereto; (c) A certificate of good standing regarding the Mortgage Loan SellerSchedule, dated not earlier than 30 days prior one copy to the Closing Datebe attached hereto; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to opinion of in-house counsel for the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change substantially in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyform attached hereto as Exhibit J; (e) Powers of Attorney of the Mortgage Loan Seller, each an Escrow Account Certification in the form of annexed hereto as Exhibit C hereto, for the Master Servicer and the Special Servicer, respectivelyC; (f) Written opinions a Custodial Account Certification in the form annexed hereto as Exhibit B; IN WITNESS WHEREOF, the Seller and the Purchaser have caused their names to be signed hereto by their respective officers thereunto duly authorized as of counsel (which may include opinions of inthe day and year first above written. X.X. XXXXXX MORTGAGE ACQUISITION CORP., By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: Vice President Taxpayer Identification Number: 00-house counsel0000000 CHASE MANHATTAN MORTGAGE CORPORATION Seller and Servicer By: /s/ Xxxxxxxxxxx Xxxxxxx Name: Xxxxxxxxxxx Xxxxxxx Title: Vice President With respect to each Mortgage Loan, outside counsel or a combination thereof) for the Mortgage Loan SellerFile shall include each of the following items, in form reasonably acceptable to counsel which shall be available for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested inspection by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated and which shall be retained by the Closing Date and addressed Seller in the Servicing File or delivered to the Purchaser or its designee pursuant to Sections 2.04 and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer 2.05 of the Mortgage Loan Purchase, Warranties and Servicing Agreement. The original Mortgage Note endorsed "Pay to the order of ____________________________________________, without recourse," and signed in the name of the Seller or by an authorized officer, with all intervening endorsements showing a complete chain of title from the representative of originator to the Seller. If the Mortgage Loan was acquired by the Seller directly responsible for in a merger, the underwritingendorsement must be by "[Seller], origination and/or sale of the Mortgage Loans, in the form and substance acceptable successor by merger to the Purchaser and [name of predecessor]". If the Mortgage Loan was acquired or originated by the Seller (while doing business under another name, the endorsement must be by "[Seller] formerly known as [previous name]". In the event that the original Mortgage Note is lost, a “Mortgage Loan Seller CEO Certification”) and dated as lost note affidavit, together with a copy of the date Note will be provided. The lost note affidavit shall substantially comply with the form annexed hereto as Exhibit H. The original Mortgage with evidence of recording thereon, or a copy thereof certified by the public recording office in which such Mortgage has been recorded or, if the original Mortgage has not been returned from the applicable public recording office, a true certified copy, certified by the Seller, of the Preliminary Prospectus, and (ii) original Mortgage together with a Mortgage Loan Seller CEO Certification dated as certificate of the date Seller certifying that the original Mortgage has been delivered for recording in the appropriate public recording office of the Final Prospectus; and (i) Such further certificatesjurisdiction in which the Mortgaged Property is located. The original or certified to be true copy, opinions and documents as certified by the Purchaser may reasonably requestSeller, of the Primary Mortgage Insurance Policy, if required.

Closing Documents. The Closing Documents At the Closing, the following actions shall consist of the followingoccur: (a) This Agreement and Smitx xxxll deliver to Conemsco a stock certificate representing the Xxxx of Sale duly executed and delivered by the Purchaser and the Mortgage Loan SellerSmitx Xxxres; (b) An officer’s Smitx xxxll deliver to Seller the Notes; (c) Smitx xxxll cause its counsel to deliver to Seller a legal opinion to the effect that (i) neither the issuance of the Smitx Xxxres or the Notes shall require registration under the Act, (ii) the issuance of the Notes and the Smitx Xxxres does not conflict with, or constitute a default under, any material agreement of Smitx xx the certificate substantially in of incorporation or bylaws of Smitx xxx (iii) the form of Exhibit E heretoNotes have been duly authorized, executed by the Secretary or an attesting secretary of the Mortgage Loan Sellerand delivered and are enforceable in accordance with their terms; (d) Smitx xxxll deliver to Conemsco and CE a certificate, and dated the Closing Date, and upon which from the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate Secretary of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that Smitx xxxtifying (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement that attached are true and correct in all material respects at copies of resolutions adopted by the Board of Directors of Smitx xxxhorizing the transactions contemplated hereby and as the execution of the Closing Date with Agreement and the same effect as if made issuance of the Smitx Shares and the Notes by the officer or representative signing on behalf of Smitx, (xi) the incumbency of the individual executing the Agreement on behalf of Smitx xxx (iii) that attached are true and correct copies of the charter documents of Smitx; (e) Wilsxx xxxll deliver to Conemsco and CE a certificate, dated the Closing Date, from the Secretary of Wilsxx xxxtifying (i) that attached are true and correct copies of resolutions adopted by the Board of Directors of Wilsxx xxxhorizing the transactions contemplated hereby by the officer or representative signing on behalf of Wilsxx, (ii) the Mortgage Loan Seller has, in all material respects, complied with all incumbency of the agreements and satisfied all individual executing the conditions Agreement on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and behalf of Wilsxx xxx (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer that attached are true and correct copies of the Mortgage Loans pursuant charter documents of Wilsxx; (f) Conemsco shall deliver to this AgreementSmitx xxx Wilsxx x xertificate, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which from the Purchaser Secretary of Conemsco certifying (i) that attached are true and correct copies of resolutions adopted by the Board of Directors of Conemsco authorizing the transactions contemplated hereby and the Principals may rely; (e) Powers of Attorney execution of the Mortgage Loan SellerAgreement and any Transfer Documents by the officer or representative signing on behalf of Conemsco, each in (ii) the form incumbency of Exhibit C hereto, for the Master Servicer individual executing the Agreement and any Transfer Document on behalf of Conemsco and (iii) that attached are true and correct copies of the Special Servicer, respectively; (f) Written opinions charter documents of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the PrincipalsConemsco; (g) Any other opinions CE shall deliver to Smitx xxx Wilsxx x xertificate, dated the Closing Date, from the Secretary of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged CE certifying (i) that attached are true and correct copies of resolutions adopted by the Purchaser in connection with Board of Directors of CE authorizing the issuance transactions contemplated hereby and the execution of the CertificatesAgreement and any Transfer Documents by the officer or representative signing on behalf of CE, each (ii) the incumbency of which shall include the Purchaser individual executing the Agreement or any Transfer Document on behalf of CE and (iii) that attached are true and correct copies of the Principals as addresseescharter documents of CE; (ih) A certificate CE shall deliver to Wilsxx xxx Smitx x xertificate of existence and good standing for each of Conemsco, Ltd. and Dura issued by the appropriate public officials of the senior executive officer jurisdiction of its incorporation each dated not more than 10 days before the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final ProspectusClosing Date; and (i) Such further certificatesCE, opinions Smitx xxx, where appropriate, one or more Affiliates of CE and documents as Smitx, xxall execute and deliver one or more General Conveyance of Assets and Assumption of Liabilities Agreements in substantially the Purchaser may reasonably requestform set forth in Exhibit 3.1(i).

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

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

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

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

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

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

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

Closing Documents. The Closing Documents At the closing Seller shall consist of the followingexecute and deliver to Purchaser: (a) This Agreement and an Assignment of the Xxxx rights of Sale duly executed and delivered by the Purchaser and lessees under the Mortgage Loan Seller;facility Lease. (b) An officer’s certificate substantially in the form certified copies of Exhibit E hereto, executed resolutions duly adopted by the Secretary or an attesting secretary Board of Directors and Shareholder of Seller authorizing the sale of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser Assets and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof;performance by Seller of its obligations hereunder (c) A certificate an opinion of Seller's counsel, Frederick C. Veit, Esq. dated as of the closing date, in form and subxxxxxx xxxxxxxxxory to Purchaser's counsel, stating such counsel's opinion that: (i) Corporation is duly organized, validly existing and in good standing regarding under the Mortgage Loan laws of New York; (ii) Seller has full power and authority, corporate and otherwise, to enter into this agreement and perform its obligations hereunder; (iii) the execution and delivery of this agreement and the performance by Corporate Seller of its obligations hereunder have been duly authorized by the Board of Directors and Shareholder of Seller and no further action or approval is required in order to constitute this agreement as the binding obligation of Seller, dated enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights generally; (iv) the execution and delivery of this agreement and the performance by Seller of its obligations hereunder do not earlier than 30 days prior to and will not violate any provision of the Closing Date;Certificate of Incorporation or Bylaws of Seller; and (v) except as may be set forth in this agreement, such counsel is not representing Seller in any suit, action or proceeding against them which, if adversely determined, would prohibit the consummation of the transactions contemplated by this agreement, nor is Counsel aware of any other suits, actions, or proceedings which would affect this transaction. (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writingCertificate of Incorporation, Bylaws, filing receipts and other organizational documents of Seller; any bills, vouchers, and records showing the representations and warranties ownership of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change Assets used in the financial condition operations of the Mortgage Loan Seller; and all other books of account, executed by an executive officer records and contracts of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each Restrictive Covenant as enumerated in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively;Article Ten (10), (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Statements executed by Seller, in form reasonably acceptable to counsel for the releasing and indemnifying Purchaser from any and subject to such reasonable assumptions all obligations and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaserliabilities of Seller, dated the Closing Date and addressed to the Purchaser and the Principals;other than those specifically assumed herein, (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance assignments of the Certificates, each rights and liabilities of which shall include lessees under the Equipment Contracts (h) a Bill of Sale and such other instruments and information in form anx xubstance satisfactory to Purchaser's attorneys as may be necessary or proper to transfer to Purchaser good and marketable title to all other ownership interests in the Principals as addressees;Assets to be transferred under this agreement. (i) A certificate an agreement providing for Purchaser to use Seller's computer system and software for billing for a period of up to six months following the closing. (j) such other documents as may be reasonably required in accordance with the intent and purpose of this agreement. At the closing Seller shall deliver to Purchaser all keys for the businesses. If any keys for the businesses or Assets are held by employees or others, Seller shall identify such individuals, their addresses and their relationship to the Seller. Seller shall do all further acts and things as may be necessary, or reasonably requested by Purchaser, to consummate the transactions contemplated by this agreement, including the acquisition of and possession of the senior executive officer Assets. Seller shall advise Purchaser of, and cause to be delivered to Purchaser, all applicable trade secrets and proprietary information pertaining to the Assets of the Mortgage Loan Seller or businesses. At the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form closing Purchaser shall execute and substance acceptable deliver to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; andSeller: (i) Such further certificatesan Assumption of the obligations of the lessees under the facility Lease and Equipment Contracts. (ii) reciprocal documentation and Counsel's opinion as listed in subparagraphs (b), opinions (c ), (d) and documents (f) above. Except as expressly provided herein, Purchaser shall not be obligated to pay or perform any obligations or liabilities of Seller including without limitation, obligations or liabilities of Seller to their creditors or any legal, accounting, brokerage or finder's fees or any taxes or other expenses in connection with this agreement or the Purchaser may reasonably requestconsummation of the transactions contemplated hereby.

Closing Documents. The Closing Documents Such Purchaser shall consist have received the following, each dated the date of the followingapplicable Closing Day: (ai) This Agreement The Note(s) to be purchased by such Purchaser. (ii) A favorable opinion of Xxxxx & Xxx Xxxxx, PLLC, special counsel to the Company and the Xxxx of Sale duly executed and delivered any guarantor (or such other counsel designated by the Company and any guarantor and acceptable to each Purchaser) in form, substance and scope reasonably satisfactory to the Purchasers. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser will and the Mortgage Loan Seller;hereby is authorized to rely on such opinion. (biii) The Articles of Incorporation of the Company and any guarantor, in each case certified as of a recent date by the Secretary of State of the state in which such party is organized (or a certification by a Responsible Officer that the Articles of Incorporation most recently delivered to the Purchasers have not been amended). (iv) The Bylaws of the Company and any guarantor certified by the Secretary of their respective Secretaries (or a certification by a Responsible Officer that the Bylaws most recently delivered to the Purchasers have not been amended). (v) An officer’s incumbency certificate substantially in the form of Exhibit E hereto, executed signed by the Secretary or an attesting secretary Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of the Mortgage Loan Seller, Company and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto any guarantor certifying as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writingnames, the representations titles and warranties true signatures of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as officers of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements Company and satisfied all the conditions on its part required under this Agreement any guarantor authorized to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of sign this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser Notes and the Principals may rely;other documents to be delivered hereunder. (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (ivi) A certificate of the senior executive officer Secretary of the Mortgage Loan Seller or the representative Company and any guarantor (A) attaching resolutions of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale Board of Directors of the Mortgage LoansCompany and any guarantor evidencing approval of the transactions contemplated by this Agreement and the issuance of the Notes and any guaranty agreement and the execution, in delivery and performance thereof, and authorizing certain officers to execute and deliver the form same, and substance acceptable certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Purchaser Company or any guarantor have been commenced or are contemplated. (vii) An Officer’s Certificate certifying as to the matters set forth in Paragraph 3C below. (viii) Good standing certificates as to each of the Company and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and any guarantors dated as of a recent date from the date of the Preliminary Prospectus, jurisdictions in which it is organized or incorporated and (ii) each other jurisdiction where a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; andfailure to be qualified could reasonably be expected to have a Material Adverse Effect. (iix) Such further certificates, opinions and additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as the Purchaser may be reasonably requestrequested by such Purchaser.

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

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

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

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

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

Closing Documents. The 11.1 At the Closing, Seller shall deliver the following documents to the Title Company except for the Leases, Contracts and materials referred to in Section 11.1.14, as to which delivery at Closing Documents shall consist of the followingbe coordinated with Purchaser: (a) This Agreement 11.1.1. a special warranty deed executed by Seller and the Xxxx of Sale duly executed acknowledged before a notary public and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto"C-1", attached hereto and made a part hereof, conveying fee title to the Property to Purchaser, subject to all easements, covenants, conditions, restrictions, reservations, declarations, community contracts, and other matters of record; all matters which would be disclosed by an accurate survey of the Property; all zoning laws; the lien of taxes and assessments for 2014 and subsequent years; all rights of Tenants under the Leases to use or occupy the Property; and the rights of the public in and to parts thereof in streets, roads or alleys and all other Permitted Exceptions; 11.1.2. a certified schedule executed by Seller in the Secretary or an attesting secretary form of the Mortgage Loan Seller, Lease Schedule attached hereto as Schedule "1.5" updating and dated recertifying the Closing Date, and upon which information set forth in the Purchaser and the Principals may rely, attaching thereto Lease Schedule attached hereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofSchedule "1.5"; (c) A certificate 11.1.3. assignments of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct 's interest in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each Leases in the form of Exhibit C hereto"C-2" attached hereto and made a part hereof executed by Seller; 11.1.4. a notice to all Tenants advising them of the transfer of title to the Property in the form of Exhibit "C-3" attached hereto and made a part hereof executed by Seller; 11.1.5. bxxx of sale in the form of Exhibit "C-4" attached hereto and made a part hereof executed by Seller; 11.1.6. an assignment transferring Seller's right, for title and interest in and to Warranties, Approvals and Intangibles, if any, in the Master Servicer form of Exhibit "C-5" attached hereto and made a part hereof executed by Seller; 11.1.7. a certificate in the form of Exhibit "C-6" attached hereto and made a part hereof executed by Seller; 11.1.8. a FIRPTA Affidavit executed by Seller stating that Seller is not a foreign person (as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the Special Servicer, respectivelyRegulations promulgated thereunder); 11.1.9. an assignment of the Contracts (fother than those that Purchaser has elected not to assume) Written opinions in the form of counsel (which may include opinions Exhibit "C-7" attached hereto and made a part hereof executed by Seller; 11.1.10. a notice letter in the form of in-house counsel, outside counsel or Exhibit "C-8" attached hereto and made a combination thereof) for part hereof executed by Seller to each vendor under a Contract being assigned advising the Mortgage Loan Seller, in form reasonably acceptable to counsel for vendor of the Purchaser transfer of the Property and subject to the assignment and assumption of the applicable Contract; 11.1.11. such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan authorization documentation of each party comprising Seller and acceptable such other instruments and documents executed by Seller (including, without limitation, an owner's title certificate) as shall be reasonably required by the Title Company to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principalsconsummate this transaction; (g) Any 11.1.12. such other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser instruments and documents which shall be necessary in connection with the issuance transaction contemplated herein and which do not impose, create, or potentially create any liability or expense upon Seller not expressly required under this Agreement; 11.1.13. to the extent not previously delivered by Seller to Purchaser, the Tenant Executed Estoppels and any other documents in Seller's possession or control and contemplated by Section 10; 11.1.14. to the extent in Seller's possession or control and not previously delivered by Seller to Purchaser, (a) records and files which are in Seller's possession or control relating to the current operation and maintenance of the CertificatesProject, each of which shall include the Purchaser including, without limitation, current tax bills, current water, sewer, utility and fuel bills, payroll records, billing records for Tenants, repair and maintenance records and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller like which affect or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable relate to the Purchaser Project, (b) all documents necessary to conduct 2014 Tenant reconciliations as described in Section 14 hereof, (c) all architectural and engineering plans and specifications relating to the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary ProspectusProperty in Seller's possession or control, and (iid) a Mortgage Loan Seller CEO Certification dated as of all original Leases and Contracts, Approvals, and Warranties. Seller's obligation to provide the date of files and materials listed herein shall survive the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestClosing.

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

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

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

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

Closing Documents. The 11.1 At the Closing, Seller shall deliver the following documents to the Title Company except for the Leases, Contracts and materials referred to in Section 11.1.18, as to which delivery at Closing Documents shall consist be coordinated with Purchaser: 11.1.1 a special warranty deed in the form attached hereto as Exhibit “F” executed by Seller and acknowledged by a notary public, subject only to the Permitted Exceptions, reference to the “AS-IS” provision in this Agreement, and Grocery Restriction set forth in Section 6; 11.1.2 a certified schedule executed by Seller in the form of the following: (a) This Agreement Lease Schedule attached hereto as Schedule “1.5” updating and recertifying the Xxxx of Sale duly executed and delivered by information set forth in the Purchaser and the Mortgage Loan SellerLease Schedule attached hereto as Schedule “1.5”; (b) An officer11.1.3 assignments of Seller’s certificate substantially interest in all the Leases in the form of Exhibit E hereto, “C-1” attached hereto and made a part hereof executed by the Secretary or an attesting secretary Seller; 11.1.4 a notice to all Tenants advising them of the Mortgage Loan transfer of title to the Property in the form of Exhibit “C-2” attached hereto and made a part hereof executed by Seller; 11.1.5 xxxx of sale in the form of Exhibit “C-3” attached hereto and made a part hereof executed by Seller; 11.1.6 an assignment transferring Seller’s right, title and interest in and to Warranties, Approvals, Intangibles, and dated Development Materials, if any, in the form of Exhibit “C-4” attached hereto and made a part hereof executed by Seller; 11.1.7 a certificate in the form of Exhibit “C-5” attached hereto and made a part hereof executed by Seller; 11.1.8 a FIRPTA Affidavit executed by Seller stating that Seller is not a foreign person (as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and the Regulations promulgated thereunder); 11.1.9 an assignment of the Contracts (other than those that Purchaser has elected not to assume), in the form of Exhibit “C-6” attached hereto and made a part hereof executed by Seller; 11.1.10 a notice letter in the form of Exhibit “C-7” attached hereto and made a part hereof executed by Seller to each vendor under a Contract being assigned advising the vendor of the transfer of the Property and the assignment and assumption of the applicable Contracts; 11.1.11 an assignment executed by Seller and in recordable form of all of Seller’s right, title and interest in and to the REAs; 11.1.12 a closing statement setting forth the Purchase Price and all closing credits and adjustments expressly provided for in this Agreement (“Closing Statement”) executed by Seller; 11.1.13 such authorization documentation of each party comprising Seller and such other instruments and documents executed by Seller (including without limitation, an owner’s affidavit of debts, liens, alterations and improvements, possessory rights and actual possession) as shall be reasonably required by the Title Company to consummate this transaction; 11.1.14 such other instruments and documents which shall be necessary in connection with the transaction contemplated herein and which do not impose, create, or potentially create any liability or expense upon Seller not expressly required under this Agreement; 11.1.15 to the extent not previously delivered by Seller to Purchaser, the Tenant Executed Estoppels, the REA Estoppels and any other documents contemplated by Section 10; and 11.1.16 to the extent not previously delivered by Seller to Purchaser, all documents necessary to conduct 2011 Tenant reconciliations as described in Section 14 hereof including, without limitation, (a) a CAM reconciliation for the period from January 1, 2011 to the Closing Date, (b) all architectural and upon which engineering plans and specifications relating to the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Property in Seller’s organizational documents possession or control, and all amendments, revisions, restatements and supplements thereof; (c) A certificate all original Leases and Contracts, Approvals, Warranties, and Development Materials. Seller’s obligation to provide the files and materials listed herein shall survive the Closing. 11.2 Seller shall diligently and in good faith endeavor to obtain and deliver to Purchaser no later than five (5) business days prior to the Closing estoppel certificates in the form of good standing regarding Exhibit “D-1” attached hereto and made a part hereof (or in such form as may be prescribed under any Lease or in the Mortgage Loan customary form used by any Tenant that is a national retailer, provided same are certified to Purchaser and its successors and assigns) with the information therein approved by Purchaser (“Estoppel Certificate”) duly executed by each of the Tenants of the Property dated within thirty (30) days of the Closing Date. Within five (5) business days after the Effective Date, Seller shall prepare Estoppel Certificates for each of the Tenants and shall submit same to Purchaser for its approval. Purchaser shall review the Estoppel Certificates provided by Seller and shall notify Seller in writing whether same are approved and, if not approved, shall set forth the corrections or changes required for any Estoppel Certificate to be approved by Purchaser, within three (3) business days of Seller, ’s submission of such Estoppel Certificates. Estoppel Certificates in the form approved by Purchaser executed by Tenants and that (1) are dated not earlier more than 30 thirty (30) days prior to the Closing Date; , (d2) A certificate executed have all blanks completed or marked not applicable, as appropriate, (3) have all exhibits completed and attached, as applicable, (4) do not indicate (x) any material discrepancy from the Property Information, (y) any Lease amendment, assignment or subletting that was not previously provided by an authorized officer certifying Seller to Purchaser pursuant to Section 3.1 and which is not reasonably acceptable to Purchaser, or (z) any adverse claim or landlord default, and (5) if the Tenant’s obligations under the applicable Lease have been guaranteed by another person or entity, also cover such guaranty and are also signed by the guarantor(s) (items (1)-(5) being collectively referred to herein as the “Estoppel Requirements”) are herein referred to as the “Tenant Executed Estoppels”. In the event that Seller shall not have obtained Tenant Executed Estoppels from those Tenants listed on Exhibit “D-2” annexed hereto (collectively, the “Required Tenant Executed Estoppels”) by the Closing, Purchaser shall have the right to (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of terminate this Agreement are true and correct in all material respects at and as by giving written notice of termination to Seller, whereupon the Closing Date provisions of Section 3.3 hereof with the same effect as if made on the Closing Daterespect to a termination shall apply, (ii) adjourn the Mortgage Loan Closing Date for a period not exceeding thirty (30) days to allow Seller hasadditional time to obtain the Required Tenant Executed Estoppels, or (iii) waive such condition precedent and proceed to Closing. Seller agrees to forward any Tenant Executed Estoppels received by Seller after Closing from a Tenant to Purchaser within three (3) business days after Seller’s receipt of same. Additionally, Seller shall diligently and in all material respects, complied with all the agreements good faith endeavor to obtain and satisfied all the conditions on its part required under this Agreement deliver to be performed or satisfied by the Mortgage Loan Seller at or Purchaser prior to the Closing Date, and (iii) since executed estoppel certificates from the date of this Agreement, there will not have been, immediately prior other parties to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, REAs listed on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each Schedule “1.8” in the form of Exhibit C hereto“C-8” attached hereto and made a part hereof (the “REA Estoppels”). Purchaser hereby acknowledges and agrees that, for so long as Seller has discharged diligent and good faith efforts to obtain the Master Servicer REA Estoppels, the failure to obtain such REA Estoppels prior to the Closing shall not constitute a breach or default by Seller and, in such event, Purchaser may either (i) terminate this Agreement, whereupon the provisions of Section 3.3 hereof with respect to a termination shall apply, or (ii) proceed to Closing notwithstanding such failure. 11.3 At the Closing, Purchaser shall deliver the following documents in addition to payment of the balance of the Purchase Price: 11.3.1 evidence reasonably satisfactory to Seller of Purchaser’s authority to execute and deliver this Agreement and the Special Servicer, respectivelydocuments to be delivered by it pursuant thereto; (f) Written opinions 11.3.2 an instrument of counsel (which may include opinions assumption of in-house counsel, outside counsel or a combination thereof) for all of Seller’s obligations under the Mortgage Loan Leases in the form of Exhibit “C-1” executed by Purchaser; 11.3.3 an instrument of assumption of all of Seller’s obligations under those Contracts being assumed by Purchaser, in the form reasonably acceptable of Exhibit “C-6” executed by Purchaser; 11.3.4 the Closing Statement executed by Purchaser; 11.3.5 a special warranty deed in the form attached hereto as Exhibit “F” executed by Purchaser to counsel for the Purchaser and evidence acceptance of such deed subject to the terms and conditions thereof, and acknowledged by a notary public; and 11.3.6 such reasonable assumptions and qualifications as may other instruments or documents which shall be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser necessary in connection with the issuance of the Certificatestransaction herein contemplated and which do not impose, each of which shall include the create, or potentially create any liability or expense upon Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestnot expressly required under this Agreement.

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

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

Closing Documents. The On or before the initial Closing Documents Date, the Seller shall consist submit to the Purchaser fully executed originals of the followingfollowing documents: (a) This this Agreement and the Xxxx of Sale duly (to be executed and delivered by only for the Purchaser and the Mortgage Loan Sellerinitial Closing Date); (b) An officer’s certificate substantially in the form of Exhibit E heretorelated Purchase Price and Terms Letter Agreement, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofin four (4) counterparts; (c) A certificate of good standing regarding with respect to the Mortgage Loan Sellerinitial Closing Date, the Custodial Agreement, dated not earlier than 30 days prior to as of the Closing initial Cut-off Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed with respect to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the initial Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change a Custodial Account Certification in the financial condition of form attached as Exhibit 9 hereto or a Custodial Account Letter Agreement in the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyform attached as Exhibit 10 hereto; (e) Powers with respect to the initial Closing Date, an Escrow Account Certification in the form attached as Exhibit 11 hereto or an Escrow Account Letter Agreement in the form attached as Exhibit 12 hereto; (f) the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, one copy to be attached to the Custodian’s counterpart of Attorney of the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan SellerSchedule thereto; (g) with respect to the initial Closing Date, each an Officer’s Certificate, in the form of Exhibit C hereto1 hereto with respect to the Seller, for including all attachments thereto and with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Master Servicer and the Special Servicer, respectively;Purchaser; and (fh) Written opinions with respect to the initial Closing Date, an Opinion of counsel Counsel of the Seller (which who may include opinions be an employee of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller), in the form reasonably acceptable of Exhibit 15 hereto and with respect to counsel for subsequent Closing Dates, an Opinion of Counsel of the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for upon request of the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate with respect to the initial Closing Date, an Opinion of Counsel of the senior executive officer Custodian (who may be an employee of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage LoansCustodian), in the form and substance acceptable of an exhibit to the Purchaser and Custodial Agreement, if required; (j) a Security Release Certification, in the form of Exhibit 2, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loan Seller Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k) a “Mortgage Loan Seller CEO Certification”) and dated as certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the date Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 13 and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance; (m) Assignment and Conveyance in the form of the Preliminary ProspectusExhibit 3 hereto, and including all exhibits thereto; (iin) a Mortgage Loan Seller CEO Certification dated Custodian’s receipt, as required under the Custodial Agreement, in the form of Exhibit 3 to the date of the Final ProspectusCustodial Agreement; and (io) Such further certificates, opinions and documents as a MERS Report reflecting the Purchaser may reasonably requestas Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss of the closing documents until such time as they are received by the Purchaser or its attorneys.

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

Closing Documents. The Closing Documents shall consist of the following: (a) This this Agreement and the Xxxx of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate the Indemnification Agreement duly executed and delivered by the Seller, the Purchaser, SSBI, MII, CSFB and Merrill Lynch. (c) the Pooling and Servicing Agreemenx xxxx exxxxxed and delivered by SBMS VII, the Master Servicer, the Special Servicer and the Trustee; (d) an Officer's Certificate substantially in the form of Exhibit E D-1 hereto, executed by the Secretary or an attesting assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Purchaser SBMS VII, SSBI, MII, CSFB, Merrill Lynch and the Principals Rating Agencies (collectively, the "Inxxxxxxxd Xxxxies") may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents of the Seller, as in full force and all amendmentseffect on the date hereof, revisions, restatements and supplements thereofthe Resolutions described in clause (g) below; (ce) A a certificate of good standing regarding with respect to the Mortgage Loan Seller, Seller issued by the Secretary of State of the State of New York dated not earlier than 30 days prior to the Closing Date; (df) A a certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change substantially in the financial condition form of the Mortgage Loan SellerExhibit D-2 hereto, executed by an executive officer or authorized signatory of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf Seller and dated the Closing Date, and upon which the Purchaser and the Principals Interested Parties may rely; (eg) Powers of Attorney resolutions of the Mortgage Loan Seller authorizing the specific transactions or transactions of the type contemplated by this Agreement, which resolutions will be in full force and effect, and will not have been rescinded, as of the Closing Date; (h) a written opinion of counsel for the Seller, each which may be delivered by in-house counsel, substantially in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; D-3A hereto (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested with any modifications required by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchasereither Rating Agency), dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the CertificatesSBMS VII, each of which shall include the Purchaser other parties to the Pooling and Servicing Agreement and each of the Principals as addresseesother Interested Parties; (i) A certificate a written opinion of Sidley Austin Brown & Wood LLP, as special counsel for the Seller, xxxxxxxxxxxxy ix xxe form of Exhibit D-3B hereto (with any modifications required by either Rating Agency), dated the Closing Date and addressed to SBMS VII, each of the senior executive officer other parties to the Pooling and Servicing Agreement and each of the other Interested Parties; (j) such other written opinions as may be required by either Rating Agency (including, without limitation, a favorable opinion as to the "true sale" characterization of the transfer of the Mortgage Loans contemplated by this Agreement); (k) a written letter of Sidley Austin Brown & Wood LLP, as special counsel to the Seller, sxxxxxxxxxxxx in xxx form of Exhibit D-3C hereto, relating to the disclosure in the Prospectus regarding the Mortgage Loans and SBRC, dated the Closing Date and addressed to SSBI, MII, CSFB and Merrill Lynch; (l) with respect to each Loan Seller or REMIC, txx xxxxtxx Xxan REMIC Declaration and a written opinion of counsel for the representative Seller, addressed to the Interested Parties, to the effect that, assuming the election required by Section 860D(b) of the Mortgage Code is properly made, such Loan Seller directly responsible REMIC will qualify for the underwritingtreatment as a REMIC for federal income tax purposes; (m) one or more accountants' comfort letters, origination and/or sale of the Mortgage Loansaddressed, and in the form and substance acceptable reasonably acceptable, to SBMS VII, SSBI, MII, CSFB and Merrill Lynch, relating to the Purchaser information regarding the Morxxxxx Xoxxx xontained in the Prospectus and the Mortgage Loan Seller (Memorandum that is of a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectusstatistical nature; and (in) Such such further certificates, opinions and documents as the Purchaser may reasonably requestrequest prior to the Closing Date or any Rating Agency may require and in a form reasonably acceptable to the Purchaser.

Closing Documents. The Closing Documents shall consist obligations of the followingUnderwriter hereunder shall be conditional upon the Underwriter receiving, and the Underwriter shall have the right on the Closing Date on behalf of the Subscribers to withdraw all Subscription Agreements delivered and not previously withdrawn by Subscribers unless the Underwriter receives, on the Closing Date: (a) This Agreement A legal opinion of the Corporation's counsel addressed to the Underwriter and the Xxxx of Sale Subscribers, in form and substance reasonably satisfactory to the Underwriter and the Underwriter's counsel, with respect to such matters as the Underwriter and the Underwriter's counsel may reasonably request relating to the Offered Shares, including, without limitation, that: (i) the Corporation has been duly incorporated, is validly subsisting and has all requisite corporate power and authority to carry on its business as now conducted by it and to own its properties and assets; (ii) the Corporation has full corporate power and authority to enter into the Material Agreements, and to perform its obligations set out herein and therein, and the Material Agreements have been duly authorized, executed and delivered by the Purchaser Corporation and constitute legal, valid and binding obligations of the Corporation enforceable against the Corporation in accordance with their terms subject to laws relating to creditors' rights generally and except that rights to indemnity and contribution may be limited or unavailable by applicable law; (iii) the execution and delivery of the Material Agreements and the Mortgage Loan Sellerfulfillment of the terms hereof and thereof by the Corporation, and the performance of and compliance with the terms of the Material Agreements by the Corporation, does not and will not result in a breach of, or constitute a default under, and does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, any applicable laws of the Province of Alberta or any term or provision of the articles or by-laws of the Corporation, or, of which counsel is aware, resolutions of the directors or shareholders of the Corporation, or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound on the Closing Date, of which such counsel is aware, which might reasonably be expected to materially adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation; (iv) the Offered Shares have been reserved and allotted for issuance and when issued, they will be validly issued as fully-paid and non-assessable Common Shares; (v) the offering, sale, and issuance of the Offered Shares by the Corporation to the Subscribers in the Selling Provinces in accordance with the Subscription Agreements are exempt, either by statute, regulation or order, from the prospectus requirements of the Applicable Securities Laws in the Selling Provinces and no prospectus will be required and no other document is required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations are required to be obtained in any of the Selling Provinces to permit such offering, sale and issuance of the Offered Shares by the Corporation to the Subscribers in the Selling Provinces, except for the filing by the Corporation, within the prescribed time periods, of the required reports of such sale and the payment by the Corporation of applicable fees relating thereto; and (vi) the first trade in the Offered Shares may be completed in certain circumstances after holding the Offered Shares for four months; It is understood that the Corporation's counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than British Columbia, Alberta and Ontario and on certificates of public officials, of officers of the Corporation and of the Transfer Agent for the Offered Shares as to relevant matters of fact. (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary A legal opinion of the Mortgage Loan SellerCorporation's U.S. counsel addressed to the Underwriter and the Subscribers, in form and substance reasonably satisfactory to the Underwriter and the Underwriter's U.S. counsel, to the effect that the Offered Shares are not required to be registered under the U.S. Securities Act, and dated with respect to such other matters as the Closing Date, and upon which the Purchaser Underwriters and the Principals Underwriter’s U.S. counsel may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof;reasonably request. (c) A certificate of good standing regarding the Mortgage Loan SellerCorporation dated the Closing Date, dated not earlier than 30 days addressed to the Underwriter and signed on the Corporation's behalf by any two senior officers or the Corporation, certifying that: (i) the Corporation has complied with and satisfied all terms and conditions of the Material Agreements on its part to be complied with or satisfied at or prior to the Closing DateTime; (dii) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement Corporation set forth herein are true and correct in all material respects at and as of the Closing Date with the same effect Time, as if made on the Closing Dateat such time; (iii) no event of a nature referred to in Section 9(a)(i), (ii), (iii) or (vi) has occurred or to the knowledge of such officers is pending, contemplated or threatened, excluding (with respect to Section 9(a)(ii) or (iii)) any obligation to make a determination as to the Underwriter's opinion; (iv) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Corporation, or prohibiting or restricting the distribution of the Offered Shares, has been made, or proceedings have been announced, commenced or threatened for the making of any such order, ruling or determination by any securities commission, similar regulatory authority, the Exchange or by any other competent authority, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (v) the Mortgage Loan Seller hasCorporation has made and/or obtained, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing DateTime, all necessary filings, approvals, consents and (iii) since acceptances of applicable regulatory authorities and under any applicable agreement or document to which the date of this Agreement, there will not have been, immediately prior to the transfer Corporation is a party or by which it is bound in respect of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition execution and delivery of the Mortgage Loan SellerMaterial Agreements, executed by an executive officer the offering and sale of the Mortgage Loan Seller, on Offered Shares and the Mortgage Loan Seller’s behalf and dated consummation of the transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Closing Date); (vi) the Corporation has no reason to believe that the Acquisition will not be completed in accordance with the terms of the Purchase and Sale Agreement on or about June 16, upon which 2006; and (vii) the Purchaser Purchase and Sale Agreement has not been amended nor have any terms and conditions thereof been waived, other than as disclosed to the Underwriter. (d) Executed copies of the Subscription Agreements in form and substance reasonably satisfactory to the Underwriter and the Principals may rely;Underwriter's counsel. (e) Powers of Attorney Evidence satisfactory to the Underwriter and the Underwriter's counsel that the Corporation has obtained all necessary approvals from the Exchange for: (i) the issuance of the Mortgage Loan SellerOffered Shares; and (ii) the listing of the Offered Shares, each in subject only to the form filing of Exhibit C hereto, for documents which may be required by the Master Servicer and the Special Servicer, respectively;Exchange. (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or Evidence that the Corporation is a combination thereof) for the Mortgage Loan Seller, reporting issuer in form reasonably acceptable to counsel for the Purchaser British Columbia and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals;Alberta. (g) Any other opinions Confirmation of counsel for the Mortgage Loan Seller additional representations and warranties as may be reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with Underwriter to address issues uncovered during the issuance course of the Certificates, each Underwriter's due diligence review of which shall include the Purchaser and the Principals as addressees;Corporation. (ih) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible The Underwriter's Fee provided for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestSection 2.

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

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

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

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

Closing Documents. The Closing Documents At the Closing, Sellers shall consist of the followingexecute and deliver to Sellers' Attorney: (a) This the Certificate or Certificates for the Shares duly endorsed so as to effectively transfer ownership of the Shares to Purchaser; As security for the indebtedness, the Purchaser's shares shall be signed in blank and delivered, along with the original Leases to the subject premises identified herein, to Sellers' attorney, XXXXX X. XXXXX ("Escrowee"), to be hand in escrow by him as provided for herein. Purchaser shall pay all costs and fees in connection with the filing and preparation of the Security Agreement and the Xxxx of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller;forms, including Sellers, attorneys, fees. (b) An officer’s certificate substantially in the form letters of Exhibit E hereto, executed by the Secretary or an attesting secretary resignation from each director and officer of the Mortgage Loan SellerCorporation, and dated effective as of the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof;. 41 (c) A certificate the Certificate of good standing regarding Incorporation and other organizational documents of the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date;Corporation. (d) A certificate executed UCC-l financing statements/forms and other forms necessary to secure Purchaser's indebtedness. The Stock Certificate/Certificates and all other documents shall be held in escrow by an authorized officer certifying that (i) except Sellers' attorney until such time as previously disclosed full payment is made to the Purchaser Sellers. In the event of a default in writingthe payment of any sums due under the Note, the representations Escrow Agent shall turn over the Stock Certificates and warranties other documents to the Sellers, and said Sellers may then re-enter the premises. In the event of a default, Sellers may declare the entire unpaid principal balance due and payable, and in addition shall have all rights and remedies provided for in the Notes and Security Agreements. In the event Escrowee receives a Notice that there was a default in the payment of any installment due under the Note, upon ten (10) days notice to Purchaser, by Certified Mail, RRR, Escrowee shall deliver the Stock Certificates to Sellers, at which time Sellers may complete the blank endorsement, thereby transferring said shares as directed by Sellers, and Sellers may take possession of the Mortgage Loan Seller in or made pursuant Original Leases to Section 4(athe subject premises. At the Closing, Purchaser shall execute and deliver to Sellers: (a) Promissory Note/Notes, Security Agreement, UCC-I's, Guarantee and Section 4(b) any other documents needed to secure payment of this the Note/Notes. The Security Agreement are true and correct shall give Sellers a security interest in all material respects at property, furniture, fixtures, equipment, merchandise, computers, games, stock, inventory, accounts receivable, bank accounts and as all other assets, property and rights of the Closing Date with the same effect as if made on the Closing DatePurchaser. (b) Assumption Agreement and any documents needed to effectuate Purchaser and Guarantors agreement to assume any and all obligations, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements financial and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer otherwise of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely;including but not limited to (ec) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestGeneral Releases.

Closing Documents. The Closing Documents shall consist obligations of the followingUnderwriter hereunder shall be conditional upon the Underwriter receiving, and the Underwriter shall have the right on the Closing Date on behalf of the Subscribers to withdraw all Subscription Agreements delivered and not previously withdrawn by Subscribers unless the Underwriter receives, on the Closing Date: (a) This Agreement A legal opinion of the Corporation's counsel addressed to the Underwriter and the Xxxx of Sale Subscribers, in form and substance reasonably satisfactory to the Underwriter and the Underwriter's counsel, with respect to such matters as the Underwriter and the Underwriter's counsel may reasonably request relating to the Offered Shares, including, without limitation, that: (i) the Corporation has been duly incorporated, is validly subsisting and has all requisite corporate power and authority to carry on its business as now conducted by it and to own its properties and assets; (ii) the Corporation has full corporate power and authority to enter into the Material Agreements, and to perform its obligations set out herein and therein, and the Material Agreements have been duly authorized, executed and delivered by the Purchaser Corporation and constitute legal, valid and binding obligations of the Mortgage Loan SellerCorporation enforceable against the Corporation in accordance with their terms subject to laws relating to creditors' rights generally and except that rights to indemnity and contribution may be limited or unavailable by applicable law; (biii) An officer’s certificate substantially in the form execution and delivery of Exhibit E hereto, executed the Material Agreements and the fulfillment of the terms hereof and thereof by the Secretary or an attesting secretary Corporation, and the performance of and compliance with the terms of the Mortgage Loan SellerMaterial Agreements by the Corporation, does not and will not result in a breach of, or constitute a default under, and dated does not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, any applicable laws of the Closing DateProvince of Alberta or any term or provision of the articles or by-laws of the Corporation, and upon or, of which counsel is aware, resolutions of the directors or shareholders of the Corporation, or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed Corporation is a party or by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made which it is bound on the Closing Date, of which such counsel is aware, which might reasonably be expected to materially adversely affect the business, operations, capital or condition (iifinancial or otherwise) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyCorporation; (eiv) Powers of Attorney of the Mortgage Loan SellerOffered Shares and Warrant Shares have been reserved and allotted for issuance and when issued, each in the form of Exhibit C hereto, for the Master Servicer they will be validly issued as fully-paid and the Special Servicer, respectivelynon-assessable Common Shares; (fv) Written opinions of counsel (which may include opinions of in-house counselthe Broker Warrants have been validly created, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser authorized and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principalsissued; (gvi) Any other opinions the offering, sale, and issuance of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged Offered Shares by the Purchaser Corporation to the Subscribers in connection the Selling Provinces in accordance with the Subscription Agreements are exempt (and the issuance of the CertificatesBroker Warrants and Warrant Shares will be similarly exempt), each either by statute, regulation or order, from the prospectus requirements of which shall include the Purchaser Applicable Securities Laws in the Selling Provinces and no prospectus will be required and no other document is required to be filed, no proceedings are required to be taken and no approvals, permits, consents or authorizations are required to be obtained in any of the Selling Provinces to permit such offering, sale and issuance of the Offered Shares by the Corporation to the Subscribers in the Selling Provinces (and the Principals as addresseesissuance of the Broker Warrants and Warrant Shares), except for the filing by the Corporation, within the prescribed time periods, of the required reports of such sale and the payment by the Corporation of applicable fees relating thereto; (ivii) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or offer and sale of the Mortgage Loans, in Offered Shares is not required to be registered under the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final ProspectusU.S. Securities Act; and (iviii) Such further certificatesthe first trade in the Offered Shares may be completed in certain circumstances after holding the Offered Shares for four months; It is understood that the Corporation's counsel may rely on the opinions of local counsel acceptable to them as to matters governed by the laws of jurisdictions other than British Columbia, opinions Ontario, or United States federal law and documents on certificates of public officials, of officers of the Corporation and of the Transfer Agent for the Offered Shares as the Purchaser may reasonably requestto relevant matters of fact.

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

Closing Documents. The Closing Documents Lender shall consist have received each of the followingfollowing documents, all of which shall be satisfactory in form and substance to the Lender and its counsel: (a1) This Agreement and the Xxxx of Sale this Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan SellerBorrowers; (b2) An officer’s the Notes, dated the Effective Date and duly executed and delivered by the Borrowers; (3) certified copies of the articles of incorporation and by-laws of each Borrower as in effect on the Effective Date; (4) certified copies of all corporate action, including stockholder approval, if necessary, taken by each Borrower to authorize the execution, delivery and performance of this Agreement and the other Loan Documents and the borrowings under this Agreement; (5) certificates of incumbency and specimen signatures with respect to each of the officers of each Borrower who is authorized to execute and deliver this Agreement or any other Loan Document on behalf of such Borrower or any document, certificate substantially or instrument to be delivered in connection with this Agreement or the other Loan Documents and to request borrowings under this Agreement; (6) a certificate evidencing the good standing of each Borrower in the form jurisdiction of Exhibit E hereto, its incorporation and in each other jurisdiction in which it is qualified as a foreign corporation to transact business; (7) the Financing Statements duly executed and delivered by the Secretary respective Borrowers, and evidence satisfactory to the Lender that the Financing Statements have been filed in each jurisdiction where such filing may be necessary or an attesting secretary appropriate to perfect the Security Interest prior to any other interest other than Permitted Liens; (8) all landlord's waiver and consent agreements duly executed on behalf of each landlord of real property (other than that in Las Vegas, Nevada) on which any Collateral is located that can be obtained by Borrowers through the exercise of their reasonable best efforts and sublandlord's waiver and consent agreements duly executed on behalf of WorldCom for each sublease between a Borrower and WorldCom; (9) Schedule of Receivables from and for each of the Mortgage Borrowers each prepared as of a recent date not earlier than June 30, 1997; (10) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of SECTION 7.09(b); (11) a Borrowing Base Certificate prepared as of the Effective Date duly executed and delivered by the Chairman or President of ILD; (12) a letter from ILD, on behalf of the Borrowers, to the Lender requesting the Initial Loan Seller, and dated specifying the Closing Date, method of disbursement; (13) copies of all the financial statements referred to in SECTION 5.01(m) and upon which meeting the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements requirements thereof; (c14) A certificate a balance sheet of good standing regarding the Mortgage Loan SellerBorrowers, dated not earlier than 30 days prior on a consolidated and consolidating basis, as at June 30, 1997, prepared by the Borrowers on a pro forma basis, giving effect to the Closing Datetransactions contemplated by this Agreement and setting forth the assumptions on which such balance sheet was prepared; forecasted consolidated financial statements consisting of balance sheets, cash flow statements and income statements of the Borrowers, giving effect to the transactions contemplated by this Agreement and reflecting projected borrowings hereunder and setting forth the assumptions on which such forecasted financial statements were prepared, covering the three-year period commencing on January 1, 1998, and prepared on a quarterly basis for the first 12 months and on an annual basis for each year thereafter; and such other evidence as the Lender shall require supporting the representation and warranty of the Borrowers set forth in SECTION 5.01(r); (d15) A a certificate executed by an authorized officer certifying that (i) except as previously disclosed of the President of each Borrower stating that, to the Purchaser in writingbest of his knowledge and based on an examination sufficient to enable him to make an informed statement, (a) all of the representations and warranties of the Mortgage Loan Seller in made or deemed to be made pursuant to Section 4(a) and Section 4(b) of under this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Effective Date, (ii) both with and without giving effect to the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement Loans to be performed or satisfied by made at such time and the Mortgage Loan Seller at or prior to application of the Closing Dateproceeds thereof, and (iiib) since the date no Default or Event of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyDefault exists; (e16) Powers of Attorney of an executed Sirrom Subordination Agreement, in form and substance satisfactory to Lender, in its sole discretion, pursuant to which Sirrom Capital Corporation and Xxxxx River Ventures Limited Partnership subordinate the Mortgage Loan Seller, each in Sirrom Subordinated Indebtedness to the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectivelySecured Obligations; (f17) Written opinions the balance sheet delivered to Lender pursuant to Section 4.01(a)(14) shall reflect (i) not less than $2,100,000 of counsel shareholders' equity (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each $500,000 of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectusbe contributed by WorldCom), and (ii) not less than $2,000,000 in cash, held by ILD; (18) a Mortgage Loan Seller CEO Certification dated signed opinion of Xxxxxx, Xxxxxx & Xxxxxxx, counsel for the Borrowers, and such local counsel as the Lender shall deem necessary or desirable, opining as to such matters in connection with this Agreement as the Lender or its counsel may reasonably request; (19) within twenty (20) days after the Effective Date, an executed original of a Letter Agreement from First Union National Bank of North Carolina, in form and substance satisfactory to Lender, wherein First Union agrees to discontinue sweeping of the date account into which all LEC Payments are received on behalf of WorldCom and agrees that beginning October 1, 1997 all monies received into such account shall be swept into an account with Lender; (20) evidence satisfactory to Lender that a notice has been sent to each LEC instructing each LEC that, beginning no later than November 1, 1997, all LEC Payments will be directed to that Borrowers' account with Lender; (21) executed subordination agreements, in form and substance satisfactory to Lender in its sole discretion, pursuant to which each of Intellicall, Inc., Triad-ILD Partners, L.P. and Xxxxxx Telecommunications, LLC subordinate any and all Indebtedness owed by ILD to each of them to the Secured Obligations; (22) no later than thirty (30) days after the Effective Date, forecasted financial statements for the fiscal year 2000, prepared by the Borrowers, consisting of balance sheets, cash flow statements and income statements of the Final ProspectusBorrowers, reflecting projected borrowings hereunder and setting forth the assumptions upon which such forecasted financial statements were prepared; (23) no later than thirty (30) days after the Effective Date, a landlord's waiver for the leased premises located in Las Vegas, Nevada; (24) no later than thirty (30) days following the Effective Date, ILD shall have entered into a customer service agreement, in form and substance satisfactory to Lender, with WorldCom; and (i25) Such further certificatescopies of each of the other Loan Documents duly executed by the parties thereto with evidence satisfactory to the Lender and its counsel of the due authorization, opinions binding effect and enforceability of each such Loan Document on each such party and such other documents and instruments as the Purchaser Lender may reasonably request.

Closing Documents. The Closing Documents (a) At the Closing, Sellers shall consist of execute and deliver, or cause to be executed and delivered, the followingfollowing to Purchaser: (ai) This Agreement and Certificates evidencing the Xxxx of Sale Stock which shall have been properly endorsed for transfer or accompanied by duly executed and delivered by stock powers, in either case executed in blank in favor of Purchaser, as Purchaser may have directed prior to the Purchaser and the Mortgage Loan SellerClosing, with signatures notarized; (bii) An officer’s certificate substantially in the form of Exhibit E hereto, The Stock Pledge Agreement duly executed by the Secretary or an attesting secretary each of the Mortgage Loan Seller, Sellers and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (ciii) The Restrictive Covenant Agreement duly executed by Xxxxxxx and dated the Closing Date; (iv) The Transfer Station Lease, the Purchase Option, the Memorandum of Lease and the Memorandum of Purchase Option, each duly executed by the Landlord and dated the Closing Date; (v) All consents or approvals required from any Governmental Entity or other Person to enable Sellers to consummate the transactions contemplated by this Agreement, as set forth on SCHEDULE 9.5; (vi) A certificate from the Secretary of good standing regarding the Mortgage Loan Seller, State of New York dated not earlier more than 30 ten (10) days prior to the Closing Date, as to the legal existence and good standing of ECCO under the laws of such state; (dvii) A certificate executed by an authorized officer certifying that from the Secretary of State of New Jersey dated not more than ten (i10) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or days prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior as to the transfer legal existence and good standing of ECCO as a foreign corporation under the Mortgage Loans pursuant laws of such state; (viii) The original minute books and stock record books of ECCO, to this Agreementthe extent available; all original promissory notes, any material adverse change agreements, instruments, certificates of title and other documents, files and records of ECCO (all of which will be deemed delivered at the office of ECCO); (ix) The closing certificate referred to in the financial condition of the Mortgage Loan SellerParagraph 8.4 herein, duly executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf Sellers and dated the Closing Date, upon which the Purchaser and the Principals may rely; (ex) Powers The resignations of Attorney all of the Mortgage Loan directors and officers of ECCO, duly executed by each such Person and dated the Closing Date; (xi) Stock powers, executed by each Seller, in blank, for his shares of Purchaser's Stock, which stock powers will be delivered to Xxxxxxx & Xxxxxxxxx, LLP to be held pursuant to the terms of the Stock Pledge Agreement; (xii) General Releases executed by each Seller in the form of Exhibit C hereto, for annexed hereto as EXHIBIT "I" dated the Master Servicer and the Special Servicer, respectivelyClosing Date; (fxiii) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for The Escrow Agreement executed by each Seller in the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications annexed hereto as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, EXHIBIT "M" dated the Closing Date and addressed to the Purchaser and the PrincipalsDate; (gxiv) Any other opinions The Authorization of counsel for Sellers' Agent, executed by each Seller in the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by form annexed hereto as EXHIBIT "N" dated the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addresseesClosing Date; (ixv) A certificate The Schedules of Existing Obligations and Existing Accounts Receivable referred to in Paragraph 2.6, dated as close to the senior executive Closing Date as practicable with a certification from each Seller and the chief financial officer of the Mortgage Loan Seller or the representative President of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable ECCO to the Purchaser best knowledge of such certifying person that such statement is true, complete and correct and presents fairly the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectusinformation contained therein; and (ixvi) Such further certificatesOn behalf of the Delbroccolo Estate, opinions letters testamentary, New York State Tax Lien Waivers and documents as an affidavit from the Executrix of the Delbroccolo Estate to the effect that, at the time of his death, Xxxxxxx Delbroccolo, Sr. was a domiciliary of the State of New York. (b) On the Closing Date, Purchaser may reasonably request.shall deliver the following to the Sellers:

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

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

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

Closing Documents. The Closing Documents At the closing Seller shall consist of the followingexecute and deliver to Purchaser: (a) This Agreement and the Xxxx of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary Assignment of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties rights of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of lessee under the Closing Date with the same effect as if made on the Closing DateLease, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each substantially in the form of Exhibit C hereto (b) certified copies of resolutions duly adopted by the Board of Directors and Shareholder of Seller authorizing the sale of the Stock and the performance by Seller of its obligations hereunder (c) an opinion of Seller's counsel, Xxxxx Xxxxxx, Esq. dated as of the closing date, in form and substance satisfactory to Purchaser's counsel, stating such counsel's opinion that: (i) PTSR is a corporation duly organized, validly existing and in good standing under the laws of New York; (ii) PTSR and Seller have full power and authority, corporate and otherwise, to enter into this agreement and perform its obligations hereunder; (iii) the execution and delivery of this agreement and the performance by PTSR of its obligations hereunder have been duly authorized by the Board of Directors and Shareholder of PTSR and no further action or approval is required in order to constitute this agreement as the binding obligation of Seller or PTSR, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights generally; (iv) the execution and delivery of this agreement and the performance by PTSR of its obligations hereunder do not and will not violate any provision of the Certificate of Incorporation or Bylaws of PTSR; and (v) except as may be set forth in this agreement, such counsel is not representing Seller or PTSR in any suit, action or proceeding against them which, if adversely determined, would prohibit the consummation of the transactions contemplated by this agreement, (d) the certificate or certificates for the Master Servicer Shares, duly endorsed so as to effectively transfer ownership of the Shares to Purchaser, together with all appropriate federal and state transfer tax stamps affixed, (e) letters of resignation from each director and officer of PTSR, effective as of the Special Servicer, respectively;closing hereunder, (f) Written opinions the Certificate of counsel (which may include opinions Incorporation, filing receipt and other organizational documents of in-house counselPTSR, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals;Bylaws, minute book, stock certificate book and seal of PTSR; any bills, vouchers, records showing the ownership of the assets used in the operation of PTSR; and all other books of account, records and contracts of PTSR (g) Any other opinions Restrictive Covenant as enumerated in Article Ten (10), (h) Statement executed by Xxx Xxxx and Seller that Existing Debt identified in Exhibit B herein is currently paid, to date of counsel for the Mortgage Loan Seller reasonably requested by closing. Statement shall also note that any nationally recognized statistical rating organization engaged by the Purchaser payments in connection with the issuance arrears have been brought current, to date of the Certificates, each of which shall include the Purchaser and the Principals as addressees;closing, (i) A certificate Statements executed by Xxx Xxxx and Seller, releasing and indemnifying Purchaser from any and all obligations and liabilities in excess of the senior executive officer principal of Four Hundred Thousand Dollars ($400,000.00) of the Mortgage Loan Existing Debt identified in Exhibit B herein. Xxx Xxxx shall state that she will look only to Seller for any sums due her in excess of $400,000.00 principal obligation, assumed by Purchaser, (j) such other instruments and information in form and substance satisfactory to Purchaser's attorneys as may be necessary or proper to transfer to Purchaser good and marketable title to all other ownership interests in the representative Stock to be transferred under this agreement. At the closing Seller shall deliver to Purchaser all keys for the business. If any keys for the business or assets are held by employees or others, Seller shall identify such individuals, their addresses and their relationship to the Seller. Seller shall do all further acts and things as may be necessary, or reasonably requested by Purchaser, to consummate the transactions contemplated by this agreement, including the acquisition of possession of the Mortgage Loan Assets. Seller directly responsible for shall advise Purchaser of, and cause to be delivered to Purchaser, all trade secrets and proprietary information pertaining to the underwriting, origination and/or sale assets of the Mortgage Loansbusiness. At the closing Purchaser shall execute and deliver to Seller: (a) an Assumption of the obligations of the lessee under the Lease, substantially in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller of Exhibit C hereto (a “Mortgage Loan Seller CEO Certification”b) and dated as an Assumption of the date Existing Indebtedness Except as expressly provided herein, Purchaser shall not be obligated to pay or perform any obligations or liabilities of Seller including without limitation obligations or liabilities of Seller to its creditors or any legal, accounting, brokerage or finder's fees or any taxes or other expenses in connection with this agreement or the consummation of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requesttransactions contemplated hereby.

Closing Documents. The Closing Documents Such Purchaser shall consist have received the following, each dated the date of the followingapplicable Closing Day: (ai) This Agreement The Note(s) to be purchased by such Purchaser. (ii) A favorable opinion of Xxxxx & Xxx Xxxxx, PLLC, special counsel to the Company and the Xxxx of Sale duly executed and delivered any guarantor (or such other counsel designated by the Company and any guarantor and acceptable to each Purchaser) in form, substance and scope reasonably satisfactory to the Purchasers. The Company hereby directs each such counsel to deliver such opinion, agrees that the issuance and sale of any Notes will constitute a reconfirmation of such direction, and understands and agrees that each Purchaser will and the Mortgage Loan Seller;hereby is authorized to rely on such opinion. (biii) The Articles of Incorporation of the Company and any guarantor, in each case certified as of a recent date by the Secretary of State of the state in which such party is organized (or a certification by a Responsible Officer that the Articles of Incorporation most recently delivered to the Purchasers have not been amended). (iv) The Bylaws of the Company and any guarantor certified by the Secretary of their respective Secretaries (or a certification by a Responsible Officer that the Bylaws most recently delivered to the Purchasers have not been amended). (v) An officer’s incumbency certificate substantially in the form of Exhibit E hereto, executed signed by the Secretary or an attesting secretary Assistant Secretary and one other officer (who is not signing any other document or agreement in connection herewith) of the Mortgage Loan Seller, Company and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto any guarantor certifying as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writingnames, the representations titles and warranties true signatures of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as officers of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements Company and satisfied all the conditions on its part required under this Agreement any guarantor authorized to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of sign this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser Notes and the Principals may rely;other documents to be delivered hereunder. (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (ivi) A certificate of the senior executive officer Secretary of the Mortgage Loan Seller or the representative Company and any guarantor (A) attaching resolutions of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale Board of Directors of the Mortgage LoansCompany and any guarantor evidencing approval of the transactions contemplated by this Agreement and the issuance of the Notes and any guaranty agreement and the execution, in delivery and performance thereof, and authorizing certain officers to execute and deliver the form same, and substance acceptable certifying that such resolutions were duly and validly adopted and have not since been amended, revoked or rescinded, and (B) certifying that no dissolution or liquidation proceedings as to the Purchaser Company or any guarantor have been commenced or are contemplated. (vii) An Officer’s Certificate certifying as to the matters set forth in Xxxxxxxxx 0X xxxxx. (xxxx) Good standing certificates as to each of the Company and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and any guarantors dated as of a recent date from the date of the Preliminary Prospectus, jurisdictions in which it is organized or incorporated and (ii) each other jurisdiction where a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; andfailure to be qualified could reasonably be expected to have a Material Adverse Effect. (iix) Such further certificates, opinions and additional documents or certificates with respect to legal matters or corporate or other proceedings related to the transactions contemplated hereby as the Purchaser may be reasonably requestrequested by such Purchaser.

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

Closing Documents. The 11.1 At the Closing, Seller shall deliver the following documents to the Title Company except for the Leases, Contracts and materials referred to in Section 11.1.15 below, as to which delivery at Closing Documents shall consist be coordinated with Purchaser: 11.1.1. a limited warranty deed executed by Seller and acknowledged by a notary public and in proper statutory form for recording conveying fee title to the Property to Purchaser, subject only to Leases and the rights of tenants thereunder as tenants only, all easements, restrictions and matters of record, taxes and assessments for the year of Closing not yet due and payable and zoning laws and ordinances and governmental land use controls affecting the Property; 11.1.2. a schedule executed by Seller in the form of the following: (a) This Agreement Lease Schedule attached hereto as Schedule “1.5” updating and recertifying the Xxxx of Sale duly executed and delivered by information set forth in the Purchaser and the Mortgage Loan SellerLease Schedule attached hereto as Schedule “1.5”; 11.1.3. two (b2) An officeroriginals of an assignment of Seller’s certificate substantially interest in all the Leases in the form of Exhibit E hereto, “D-1” attached hereto and made a part hereof executed by the Secretary or an attesting secretary Seller (“Lease Assignment”); 11.1.4. a notice to all Tenants advising them of the Mortgage Loan transfer of title to the Property in the form of Exhibit “D-2” attached hereto and made a part hereof executed by Seller; 11.1.5. a bxxx of sale in the form of Exhibit “D-3” attached hereto and made a part hereof executed by Seller (the “Bxxx of Sale”); 11.1.6. an assignment transferring Seller’s right, title and interest in and to Warranties, Approvals, Intangibles and Development Materials, if any and to the extent the same are assignable, in the form of Exhibit “D-4” attached hereto and made a part hereof executed by Seller (the “Intangibles Assignment”); 11.1.7. a FIRPTA Affidavit executed by Seller stating that Seller is not a foreign person (as defined in Section 1445 of the Internal Revenue Code of 1986, as amended, and dated the Regulations promulgated thereunder); 11.1.8. an assignment of the Contracts (to the extent assignable and other than those that Purchaser has elected not to assume), in the form of Exhibit “D-5” attached hereto and made a part hereof executed by Seller (“Contract Assignment”); 11.1.9. a notice letter in the form of Exhibit “D-6” attached hereto and made a part hereof executed by Seller to each vendor under a Contract being assigned advising the vendor of the transfer of the Property and the assignment and assumption of the applicable Contract; 11.1.10. a closing statement setting forth the Purchase Price and all closing credits and adjustments expressly provided for in this Agreement (“Closing Statement”) executed by Seller; 11.1.11. such authorization documentation of each party comprising Seller and such other instruments and documents executed by Seller (including without limitation, an owner’s title affidavit) as shall be reasonably required by the Title Company to consummate this transaction; 11.1.12. such other instruments and documents which shall be necessary in connection with the transaction contemplated herein and which do not impose, create, or potentially create any liability or expense upon Seller not expressly required under this Agreement; 11.1.13. to the extent not previously delivered by Seller to Purchaser, an Estoppel Certificate from each Major Tenant and any other documents contemplated by Section 10 herein; 11.1.14. a cross parking easement and maintenance agreement for adjacent lot at 5000 Xxxxxxx Xxxxxxx, Xxxxxx, XX; and 11.1.15. to the extent not previously made available by Seller to Purchaser, and to the extent such items are in Seller’s possession or control, (a) records and files relating to the current operation and maintenance (within the last twelve [12] months) of the Project, including, without limitation, current tax bills, current water, sewer, utility and fuel bills, billing records for Tenants, repair and maintenance records and the like which affect or relate to the Project, (b) documents necessary to conduct 2016 and/or 2017 Tenant reconciliations as described in Section 14 hereof, including, without limitation, a CAM reconciliation for the period from January 1, 2016 to the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of architectural and engineering plans and specifications relating to the Property in Seller’s possession or control, and (d) original Leases and Contracts, Approvals, Warranties and Development Materials. 11.2 Seller shall diligently and in good standing regarding the Mortgage Loan Seller, dated not earlier faith endeavor to obtain and deliver to Purchaser no later than 30 five (5) business days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each estoppel certificates in the form of Exhibit C hereto, for the Master Servicer “E” attached hereto and the Special Servicer, respectively; made a part hereof (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in such form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested prescribed under any Lease, provided same are addressed to Purchaser) (each an “Estoppel Certificate”) duly executed by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, such Tenant dated within thirty (30) days of the Closing Date Date. Within five (5) business days after the Effective Date, Purchaser shall prepare Estoppel Certificates for each Tenant and addressed shall submit same to Seller for its approval. Seller shall review the Estoppel Certificates provided by Purchaser and shall notify Purchaser in writing whether same are approved and, if not approved, shall set forth the Principalscorrections or changes required for any Estoppel Certificate to be approved by Seller, within three (3) business days of Purchaser’s submission of such Estoppel Certificates. A failure by Seller to so approve or reject any such Estoppel Certificate shall be deemed to be Seller’s approval of such respective Estoppel Certificate, but any approval or deemed approval hereunder shall not constitute a representation by Seller that the information contained in such Estoppel Certificate is true and correct. 11.3 At the Closing, Purchaser shall deliver the following documents in addition to payment of the balance of the Purchase Price: 11.3.1. evidence reasonably satisfactory to Seller of Purchaser’s authority to execute and deliver this Agreement and the documents to be delivered by it pursuant thereto; 11.3.2. two (g2) Any counterpart originals of the Lease Assignment as executed by Purchaser; 11.3.3. two (2) counterpart originals of each of the Contract Assignment, the Intangibles Assignment and the Bxxx of Sale as executed by Purchaser; 11.3.4. the Closing Statement executed by Purchaser; 11.3.5. such authorization documentation of each party and such other opinions of counsel for the Mortgage Loan Seller instruments and documents (including without limitation, a broker’s affidavit) as shall be reasonably requested by any nationally recognized statistical rating organization engaged required by the Purchaser Title Company to consummate this transaction; and 11.3.6. such other instruments or documents which shall be necessary in connection with the issuance of the Certificatestransaction herein contemplated and which do not impose, each of which shall include the create, or potentially create any liability or expense upon Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and documents as the Purchaser may reasonably requestnot expressly required under this Agreement.

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

Closing Documents. The Closing Documents Lender shall consist have received each of the followingfollowing documents, all of which shall be satisfactory in form and substance to the Lender and its counsel: (a1) This Agreement and the Xxxx of Sale this Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan SellerBorrower; (b2) An officer’s the Notes, dated the Effective Date and duly executed and delivered by the Borrower; (3) certified copies of the articles of incorporation and by-laws of the Borrower as in effect on the Effective Date; (4) certified copies of all corporate action, including stockholder approval, if necessary, taken by the Borrower to authorize the execution, delivery and performance of this Agreement and the other Loan Documents and the borrowings under this Agreement; (5) certificates of incumbency and specimen signatures with respect to each of the officers of the Borrower who is authorized to execute and deliver this Agreement or any other Loan Document on behalf of the Borrower or any document, certificate substantially or instrument to be delivered in connection with this Agreement or the other Loan Documents and to request borrowings under this Agreement; (6) a certificate evidencing the good standing of the Borrower in the jurisdiction of its incorporation and in each other jurisdiction in which it is qualified as a foreign corporation to transact business; (7) the Financing Statements duly executed and delivered by the Borrower, and evidence satisfactory to the Lender that the Financing Statements have been filed in each jurisdiction where such filing may be necessary or appropriate to perfect the Security Interest; (8) mortgages or leasehold mortgages, as the case may be, for the Lenexa Property, Olathe Property and Overland Park Property in form of Exhibit E heretoand substance acceptable to Lender in its discretion, duly executed by the Secretary or an attesting secretary of the Mortgage Loan Sellerappropriate parties, and dated evidence satisfactory to Lender that such mortgages have been recorded in each jurisdiction where such recording may be necessary or appropriate to perfect the Security Interest therein; (9) Subordination Agreements, if any, duly executed and delivered by the holders of any Subordinated Notes and the Borrower, together with copies of any such Subordinated Notes bearing a legend evidencing the subordination thereof to the Secured Obligations in form satisfactory to Lender; (10) landlords' and mortgagees' waiver and consent agreements, if any, duly executed on behalf of each landlord of any leased real property on which any Collateral is located; (11) a Schedule of Inventory and a Schedule of Equipment, each prepared as of December 31, 1999; (12) a Schedule of Receivables prepared as of a date not more than 3 days in advance of the Closing Date (13) appraisals of all Real Estate and Equipment (to the extent required by Lender), prepared by appraisers satisfactory to the Lender, establishing values at levels satisfactory to the Lender to support the Loans; (14) commitments for title insurance for the Real Property in form and upon substance satisfactory to the Lender showing Lender's first lien position on the fee interest for the Olathe Property, first lien on the leasehold interest for the Lenexa Property and second lien on the fee interest for the Overland Park Property; (15) environmental reports for the Real Estate satisfactory to Lender in its sole discretion; (16) surveys of the Real Estate certified to Lender satisfactory to Lender in its sole discretion; (17) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral together with loss payable clauses which comply with the Purchaser terms of SECTION 7.9(B); (18) the Assignment and Assumption Agreement ("ASSIGNMENT AGREEMENT") among KHC of Lenexa, L.L.C., DCI, UMB Bank, N.A., as trustee, the City of Lenexa, Kansas and the Principals may relyBank, attaching thereto effective as exhibits of the Mortgage Loan Seller’s organizational documents date hereof, duly executed and delivered by the parties thereto; (19) the closing documentation relating to the Acquisition; (20) a Borrowing Base Certificate prepared as of the Effective Date duly executed and delivered by the chief financial officer of the Borrower; (21) a letter from the Borrower to the Lender requesting the Initial Loans and specifying the method of disbursement; (22) copies of all amendments, revisions, restatements the financial statements referred to in Section 5.1(m) and supplements meeting the requirements thereof; (c23) A a certificate of good standing regarding the Mortgage Loan SellerPresident of the Borrower stating that, dated not earlier than 30 days prior to the Closing Date; best of his knowledge and based on an examination sufficient to enable him to make an informed statement, (da) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, all of the representations and warranties of the Mortgage Loan Seller in made or deemed to be made pursuant to Section 4(a) and Section 4(b) of under this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Effective Date, (ii) both with and without giving effect to the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement Loans to be performed or satisfied by made at such time and the Mortgage Loan Seller at or prior to application of the Closing Dateproceeds thereof, and (iiib) since the date no Default or Event of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyDefault exists; (e24) Powers a signed opinion of Attorney of Blackwell Sanders Peper Xxxxxx XXP, xxxxxxx xxx the Mortgage Loan SellerBorrower as the Lender shall deem necessary or desirable, each opining as to such matters in connection with this Agreement as the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectivelyLender or its counsel may reasonably request; (f25) Written opinions a signed opinion of counsel (which may include opinions Logan Riley Carson & Kaux, X.X., Xxxx Cxxxxxx, xxining as to the tax-exempt status of in-house counsel, outside counsel or the interest on the Bonds as a combination thereof) for result of the Mortgage Loan Seller, in form reasonably acceptable to counsel for transactions contemplated by the Purchaser Assignment Agreement and subject as to such reasonable assumptions and qualifications other matters as Lender may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principalsreasonably require; (g26) Any copies of each of the other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged Documents duly executed by the Purchaser in connection parties thereto with evidence satisfactory to the issuance Lender and its counsel of the Certificatesdue authorization, binding effect and enforceability of each of which shall include such Loan Document on each such party and such other documents and instruments as the Purchaser and the Principals as addresseesLender may reasonably request; (i27) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible loan documents for the underwritingEXIMBANK Financing Documents, origination and/or sale of duly executed by the Mortgage Loans, parties thereto satisfactory to Lender and EXIMBANK in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectustheir discretion; and (i28) Such further certificatesThe stock pledge agreement in form satisfactory to Lender, opinions and documents as duly executed by ASI, pledging all of the Purchaser may reasonably request.stock of DCI to Lender;

Closing Documents. The Closing Documents Without limiting the generality of Section 7 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement and An Officers’ Certificate of the Xxxx of Sale duly executed and delivered by Seller, dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the Mortgage Loan Seller“Underwriter”) may rely, in a form acceptable to the Purchaser; (b) An officerA Secretary’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary Certificate of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller; (ec) Powers An Opinion of Attorney Counsel of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the PrincipalsUnderwriter, in a form acceptable to the Purchaser; (d) An Officers’ Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser; (e) A Secretary’s Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (g) Any other opinions A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by Purchaser’s Prospectus Supplement, dated February 27, 2007 and the Purchaser in connection Purchaser’s Private Placement Memorandum, dated February 28, 2007, agrees with the issuance records of the Certificates, each of which shall include the Purchaser and the Principals as addresseesSeller; (ih) A certificate Letters from certified public accountants for each Originator, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement, dated February 27, 2007 under the subheading “The Servicer” and the Purchaser’s Private Placement Memorandum, dated February 28, 2006, under the subheading “The Servicer” agrees with the records of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final ProspectusServicer; and (i) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

Closing Documents. The Closing Documents shall consist of 7.1 At the followingClosing, Kodiak will deliver: (a) This Agreement and a certificate as to the Xxxx of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary accuracy as of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate Date of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller Vendor set forth herein; (b) certified copies of resolutions of the directors of Kodiak; (c) certified copies of resolutions of the director of Cougar authorizing the transfer of the shares and the registration of such shares in or made pursuant the name of Ore-More and authorizing the issue of new share certificates representing the Shares in the name of Ore-More; (d) share certificates in the name of Kodiak representing the Cougar Shares duly endorsed for transfer and a duly executed share certificate in the name of Ore-More respecting such Shares; (e) an acceptable escrow agreement; and (f) such other documents as Ore-More and Ore-More’s legal counsel may reasonably request. 7.2 Ore-More will deliver: (a) a certificate as to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and the accuracy as of the Closing Date with of the same effect as if made on representations and warranties of Ore-More set forth herein; (b) certified copies of resolutions of the Closing Date, directors of Ore-More authorizing the execution and delivery of this Agreement and all other agreements and documents to be delivered pursuant hereto and the performance by Ore-More of its obligations hereunder; (iic) share certificates in the name of Ore-more representing the Ore-More Shares duly endorsed for transfer and a duly executed share certificate in the name of Kodiak respecting such Shares; and (d) the Mortgage Loan Seller hasresignation of Xxxxx Xxxxxx as a director of Ore-More effective on or before February 28, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely2010; (e) Powers of Attorney a resolution of the Mortgage Loan Seller, each in the form board of Exhibit C hereto, for the Master Servicer directors of Ore-More appointing Xxxxx Xxxx and the Special Servicer, respectively;Xxxx Xxxxx to such board of directors as such vacancies become available (f) Written opinions of counsel (which may include opinions of in-house counselevidence, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for Kodiak, that the Purchaser 12,200,000 escrowed shares of Ore-More have been cancelled and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals;no longer exist; and (g) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificatesevidence, each of which shall include the Purchaser and the Principals as addresseesacceptable to Kodiak, that Kodiak is no longer indebted to Ore-More; (ih) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (i) Such further certificates, opinions and such other documents as the Purchaser Kodiak and Kodiak’s legal counsel may reasonably request.

Closing Documents. The Closing Documents Without limiting the generality of Section 7 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement and An Officers’ Certificate of the Xxxx of Sale duly executed and delivered by Seller, dated the Closing Date, upon which the Purchaser and Citigroup Global Markets Inc. (the Mortgage Loan Seller“Underwriter”) may rely, in a form acceptable to the Purchaser; (b) An officerA Secretary’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary Certificate of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller; (ec) Powers An Opinion of Attorney Counsel of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the PrincipalsUnderwriter, in a form acceptable to the Purchaser; (d) An Officers’ Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser; (e) A Secretary’s Certificate of each Originator, dated the Closing Date, upon which the Purchaser and the Underwriter may rely, in a form acceptable to the Purchaser, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Originator; (f) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (g) Any other opinions A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of counsel for which they determined that certain information of an accounting, financial or statistical nature set forth in the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection Purchaser’s Prospectus Supplement, dated August 24, 2005, agrees with the issuance records of the Certificates, each of which shall include the Purchaser and the Principals as addresseesSeller; (ih) A certificate Letters from certified public accountants for each Originator, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser’s Prospectus Supplement, dated August 24, 2005 under the subheading “The Master Servicer and the Servicer—The Servicer” agrees with the records of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final ProspectusServicer; and (i) Such further information, certificates, opinions and documents as the Purchaser or the Underwriter may reasonably request.

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

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

Closing Documents. The Closing Documents shall consist obligations of the following: (a) This Agreement Agent hereunder shall be conditional upon the Agent receiving, and the Xxxx of Sale duly executed and delivered by Agent shall have the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of right on the Closing Date with on behalf of the same effect as if made on Subscribers to withdraw all Subscription Agreements delivered and not previously withdrawn by Subscribers unless the Closing DateAgent receives, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing DateTime: (a) A legal opinion of the Corporation’s counsel addressed to the Agent and Agent’s counsel, in form and substance reasonably satisfactory to the Agent and Agent’s counsel, with respect to such matters as the Agent and Agent’s counsel may reasonably request relating to the offering of the Offered Shares, including, without limitation, that: (i) the Corporation: (A) has been duly incorporated, is validly subsisting and is current and up to date in respect of all corporate filings required under the laws of the jurisdiction of its incorporation; (B) has all requisite power and authority to carry on its business as now conducted by it and to own its properties and assets; and (C) is qualified to carry on business under the laws of the jurisdictions in which it carries on a material portion of its business; (ii) the Corporation has all necessary corporate power and authority to enter into this Agreement and the Subscription Agreements and the Corporation has all necessary corporate power and authority to perform its obligations set out herein and therein, and this Agreement and the Subscription Agreements have been duly authorized, executed and delivered by the Corporation and constitute legal, valid and binding obligations of the Corporation, enforceable against the Corporation in accordance with their terms subject to laws relating to creditors’ rights generally and except that rights to indemnity and contribution may be limited or unavailable by applicable law; (iii) since the date execution and delivery of this Agreement, there Agreement and the Subscription Agreements by the Corporation and the fulfillment of the terms thereof by the Corporation and the performance of and compliance with the terms of this Agreement and the Subscription Agreements by the Corporation do not and will not result in a breach of, or constitute a default under, and do not and will not create a state of facts which, after notice or lapse of time or both, will result in a breach of or constitute a default under, any applicable laws or any term or provision of the articles, by-laws of the Corporation or, of which counsel is aware, resolutions of the directors or shareholders of the Corporation or any mortgage, note, indenture, contract, agreement (written or oral), instrument, lease or other document to which the Corporation is a party or by which it is bound on the Closing Date, of which such counsel is aware, which might reasonably be expected to materially adversely affect the business, operations, capital or condition (financial or otherwise) of the Corporation; (iv) the form and terms of the definitive certificates representing the Common Shares have beenbeen approved and adopted by the directors of the Corporation and are in due and proper form under the laws governing the Corporation; (v) the Common Shares have been duly created, immediately prior authorized and issued as fully paid and non-assessable; (vi) the offering, sale, issuance and delivery of the Offered Shares by the Corporation to the transfer Subscribers in accordance with the Subscription Agreements are exempt, either by statute, regulation or order, from the registration and prospectus requirements of the Mortgage Loans pursuant to this Agreement, any material adverse change Applicable Securities Laws in the financial condition Selling Jurisdictions and no prospectus will be required and no other document must be filed, proceeding taken or approval, permit, consent, authorization or authority obtained in any of the Mortgage Loan SellerSelling Jurisdictions to permit such offering, executed by an executive officer sale and delivery of the Mortgage Loan SellerOffered Shares by the Corporation to the Subscribers, except for the filing by the Corporation, within the prescribed time periods, of the required reports of such sale and the payment by the Corporation of applicable fees relating thereto; and as to the authorized and issued capital of the Corporation, the first trade in the Offered Shares and all other legal matters, including compliance with the Applicable Securities Laws, in any way connected with the issuance, sale and delivery of the Offered Shares as the Agent may reasonably request. It is understood that the Corporation’s counsel may rely on the Mortgage Loan Seller’s behalf opinions of local counsel acceptable to it as to matters governed by the laws of jurisdictions other than Alberta or Canada and on certificates of officers of the Corporation as to relevant matters of fact. (b) A certificate of the Corporation dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser Agent and signed on the Principals; (g) Any Corporation’s behalf by its Chief Executive Officer and one other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance senior officer of the CertificatesCorporation satisfactory to the Agent, each of which shall include the Purchaser and the Principals as addressees;acting reasonably, certifying that: (i) A certificate the Corporation has complied with and satisfied all terms and conditions of this Agreement and the Subscription Agreements on its part to be complied with or satisfied at or prior to the Closing Time; (ii) the representations, warranties and covenants of the senior executive officer Corporation set forth in this Agreement and the Subscription Agreements are true and correct at the Closing Time, as if made at such time; (iii) no event of a nature referred to in subparagraph 9(a)(i), (iii), (iv) or (v) has occurred or to the knowledge of such officers is pending, contemplated or threatened excluding with respect to subparagraphs 9(a)(iii), (iv) or (v) any obligation to make a determination as to the Agent's opinion; (iv) no order, ruling or determination having the effect of ceasing or suspending trading in any securities of the Mortgage Loan Seller Corporation or prohibiting or restricting the representative distribution of the Mortgage Loan Seller directly responsible Offered Shares has been made, or proceedings have been announced, commenced or, to the knowledge of the Corporation, threatened for the underwritingmaking of any such order, origination ruling or determination by any securities commission or similar regulatory authority or by any other competent authority, and has not been rescinded, revoked or withdrawn, and, to the knowledge of such officers, no proceedings for such purpose are pending, contemplated or threatened; (v) the Corporation has made and/or obtained, on or prior to the Closing Time, all necessary filings, approvals, consents and acceptances of applicable regulatory authorities and under any applicable agreement or document to which the Corporation is a party or by which it is bound in respect of the execution and delivery of this Agreement and the Subscription Agreements by the Corporation, the offering and sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser Offered Shares and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as consummation of the date other transactions contemplated hereby (subject to completion of filings with certain regulatory authorities following the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final ProspectusClosing Date; and (vi) such other matters as may be reasonably requested by the Agent or Agent’s counsel. (c) Executed copies of the Subscription Agreements in form and substance reasonably satisfactory to the Agent and the Agent’s counsel. (d) Confirmation of additional representations and warranties as may be reasonably requested by the Agent to address special issues identified during the course of the Agent’s due diligence review. Subject to the compliance by the Agent with its obligations hereunder, the Corporation may not reject any properly completed Subscription Agreement unless: (i) Such further certificatesthe number of Common Shares subscribed for pursuant to all the Subscription Agreements and tendered by the Agent, opinions and documents as exceeds the Purchaser may reasonably requestmaximum number of Common Shares to be sold under this Agreement; or (ii) the issuance of Offered Shares pursuant to any such Subscription Agreement would breach or violate Applicable Securities Laws.

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