Common use of Closing Documents Clause in Contracts

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary a duly authorized officer of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH; (v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of XX XXXX, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of XX XXXX authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of Delaware, dated not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of State of Delaware Delaware, dated not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of XX XXXX substantially in the form of Exhibit D-7 hereto, executed by an executive officer of XX XXXX on XX XXXX’x behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors, except as such enforceability may be limited by (A) laws relating to bankruptcy, insolvency, reorganization, receivership or moratorium, (B) other laws relating to or affecting the rights of creditors generally, (C) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (D) 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; (xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the 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 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 agreed agreed-upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABAB as of the date hereof; (xiixvi) 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 the date thereof; (xiiixvii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xivxviii) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following 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”), as applicable, and upon which such Interested Parties may relyfollowing: (i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iii) a certificate of good standing regarding the Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (iv) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate a written opinion of good standing with respect to each of counsel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing DateSeller, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser; (only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Purchaser regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications 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 Preliminary 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; (xi) A letter from special requested by counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee; (only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to the between GMAC Commercial Mortgage Loan Seller or the 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 or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and Corporation (b"GMACCM") that, with respect to information regarding the Mortgage Loan Seller and the Mortgage LoansSeller (the "Supplemental Agreement"), the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) Copies of all other opinions rendered duly executed and delivered 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 GMACCM 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.

Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following 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”), as applicable, and upon which such Interested Parties may relyfollowing: (i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iii) a certificate of good standing regarding the Seller from the Secretary of State for the State of New York, dated not earlier than 30 days prior to the Closing Date; (iv) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate a written opinion of good standing with respect to each of counsel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing DateSeller, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser; (only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Purchaser regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications 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 Preliminary 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; (xi) A letter from special requested by counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee; (only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to the between GMAC Commercial Mortgage Loan Seller or the 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 or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and Corporation (b"GMACCM") that, with respect to information regarding the Mortgage Loan Seller and the Mortgage LoansSeller (the "Supplemental Agreement"), the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) Copies of all other opinions rendered duly executed and delivered 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 GMACCM 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIFBRT; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, FBRT in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIFBRT; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI FBRT issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Maryland, respectively, not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI FBRT substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI FBRT on BCHIFBRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIFBRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIFBRT; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Société Générale issued by the Secretary of State of the State of Delaware New York not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Société Générale issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILiberty Island Group; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii1) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 D-1A hereto, executed by the Secretary or an assistant secretary of Liberty Island Group LLC, 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 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; Seller and Liberty Island Group; and (iv2) A Secretaryan Officer’s Certificate substantially in the form of Exhibit D-2 D-1B hereto, executed by the Secretary or an assistant secretary of BCHIPMCC, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of PMCC, authorizing PMCC’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHIPMCC; (viv) A certificate of good standing with respect to each of the Mortgage Loan Seller Seller, Liberty Island Group and BCHI PMCC, in each case issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificates of each of the Mortgage Loan Seller and Liberty Island Group, in each case substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan 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 Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiivi) A written opinion of in-house or independent counsel for each of the Mortgage Loan Seller Seller, Liberty Island Group and BCHIPMCC, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the Mortgage Loan Seller’s, Liberty Island Group’s and BCHIPMCC’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixvii) A written opinion of special counsel for the Mortgage Loan Seller Seller, Liberty Island Group and BCHIPMCC, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the enforceability of this Agreement against the Mortgage Loan Seller Seller, Liberty Island Group and BCHIPMCC; (xviii) A letter from special counsel for the Mortgage Loan Seller, Liberty Island Group and PMCC, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xiix) A letter from special counsel for the Mortgage Loan Seller, Liberty Island Group and PMCC, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xiix) 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 the date thereof; (xiiixi) 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 Preliminary 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 loanloan related-related documents to the 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 Preliminary 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 Preliminary 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 Preliminary 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; (xivxii) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH; (v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of XX XXXX, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of XX XXXX authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely; (viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of XX XXXX substantially in the form of Exhibit D-7 hereto, executed by an executive officer of XX XXXX on XX XXXX’x behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors; (xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the case may be and 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 Preliminary Prospectus or the Preliminary Private Placement MemorandumMemorandum (as applicable), 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; (xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xiixvi) 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 the date thereof; (xiiixvii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xivxviii) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIWDCPF; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of WDCPF, 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 Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of WDCPF, 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 WDCPF’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan SellerSeller and WDCPF; (iv) A Secretary’s Certificate substantially in certificate of good standing with respect to the form of Exhibit D-2 hereto, executed Mortgage Loan Seller issued by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A ; and a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI WDCPF issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificates of each of the Mortgage Loan Seller and WDCPF, in each case substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf or by an executive officer of WDCPF on WDCPF’s behalf, and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiivi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIWDCPF, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the Mortgage Loan Seller’s and BCHIWDCPF’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIWDCPF, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIWDCPF; (xviii) A letter from special counsel for the Mortgage Loan SellerSeller and WDCPF, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xiix) A letter from special counsel for the Mortgage Loan SellerSeller and WDCPF, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xiix) 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 the date thereof; (xiiixi) 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 Preliminary 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 loanloan related-related documents to the 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 Preliminary 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 Preliminary 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 Preliminary 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; (xivxii) 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 Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (xvxiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. (a) The Purchaser or its designee closing documents to be delivered on the initial Closing Date shall have received all consist of fully executed originals of the following Closing Documentsdocuments, as well as the documents referred to in Section 12.04(b): (i) this Agreement; (ii) a Custodial Account Letter Agreement, in such forms as are agreed upon and acceptable the form of Exhibit C; (iii) an Escrow Account Letter Agreement, in the form of Exhibit D; (iv) an Officer’s Certificate, in the form of Exhibit F hereto, including all attachments thereto; and (v) an Opinion of Counsel of the Company, substantially in the form of Exhibit G hereto. (b) The closing documents for the Mortgage Loans to be purchased on each Closing Date under this Agreement (including the Purchaser, initial Closing Date) shall consist of fully executed originals of the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing documents: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller related Purchase Price and BCHITerms Letter; (ii) The Indemnification the related Acknowledgment and Conveyance Agreement, duly executed by the respective parties including all annexes thereto; (iii) A Secretaryeach of the documents required to be delivered by the Company pursuant to Section 2.03 hereof; (iv) an assignment and assumption of the Custodial Agreement; (v) an initial certification of the Custodian; (vi) (A) if applicable a Security Release Certification, in the form of Exhibit H-1 hereto (if Company is a member of the Federal Home Loan Bank System), executed by the applicable regional Federal Home Loan Bank and, (B) if applicable, a Security Release Certification, in the form of Exhibit H-2 hereto, executed by any other person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person and (C) if applicable, a certificate of the Company and an opinion of counsel of the Company stating that the Mortgage Loans are not subject to any security interest, claim, pledge, hypothecation or lien; (vii) a Certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Company by merger or acquired or originated by the Company while conducting business under a name other than its present name; (viii) upon request by the Purchaser, an Officer’s Certificate Certificate, in the form of Exhibit F hereto, including all attachments thereto; and (ix) upon request by the Purchaser, an Opinion of Counsel to the Company, substantially in the form of Exhibit D-1 G hereto, executed by . The Company shall bear the Secretary or an assistant secretary risk of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum as of the date thereof or as loss of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the 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 or the Mortgage Loans, in the light of the circumstances under which Documents until such time as 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 received by the Mortgage Loan Seller, the Purchaser, the Underwriters Purchaser 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requireits attorneys.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILiberty Island Group; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an 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 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 SellerSeller and Liberty Island Group; (iv) A Secretary’s Certificate substantially in certificate of good standing with respect to the form of Exhibit D-2 hereto, executed Mortgage Loan Seller issued by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A ; and a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Liberty Island Group issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificates of each of the Mortgage Loan Seller and Liberty Island Group, in each case substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan 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 Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiivi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the Mortgage Loan Seller’s and BCHILiberty Island Group’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILiberty Island Group; (xviii) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xiix) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xiix) 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 the date thereof; (xiiixi) 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 Preliminary 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 loanloan related-related documents to the 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 Preliminary 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 Preliminary 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 Preliminary 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; (xivxii) 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 Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (xvxiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Société Générale issued by the Secretary of State of the State of Delaware New York not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The (a) At the Closing, Seller shall deliver to Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may relyfollowing: (i) This AgreementBargain and sale deed with   covenant against grantor’s acts (“Deed”), duly complying with RPL x 000-0 and containing the covenant required by LL β 13 (5), conveying to Purchaser title to the Unit, and any garage or storage units appurtenant to the Unit, together with its undivided interest in the Common Elements (as such term is defined in the Declaration and which term shall be deemed to include Seller’s right, title and interest in any limited common elements attributable to or used in connection with the Unit) appurtenant thereto, free and clear of all liens and encumbrances other than Permitted Exceptions. The Deed shall be executed and acknowledged by Seller and, if requested by the Condominium, executed and acknowledged by Purchaser, the Mortgage Loan Seller and BCHIin proper statutory form for recording; (ii) The Indemnification AgreementIf a corporation and if required pursuant to BCL x 000, duly Seller shall deliver to Purchaser (1) a resolution of its board of directors authorizing the delivery of the Deed or a statement included in the Deed as follows: “This conveyance is made in the ordinary course of business actually conducted by the Grantor”, and (2) a certificate executed by an officer of such corporation certifying as to the respective parties theretoadoption of such resolution and setting forth facts demonstrating that the delivery of the Deed is in conformity with the requirements of BCL x 000. The Deed shall also contain a recital sufficient to establish compliance with such law; (iii) A Secretary’s Certificate substantially in the form waiver of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary right of first refusal of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents board of managers of the Mortgage Loan SellerCondominium (“Board”) if required in accordance with para. 8; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed statement by the Secretary Condominium or an assistant secretary its managing agent on behalf of BCHI, in his or her individual capacity, and dated authorized by the Closing Date, Condominium that the common charges and upon which any assessments then due and payable to the Interested Parties may rely, attaching thereto as exhibits Condominium have been paid to the organizational documents date of BCHIthe Closing; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior All keys to the Closing Datedoors of, and upon which mailbox and for, the Interested Parties may rely;Unit; and storage units. (vi) A certificate of Such affidavits and/or other evidence as the Mortgage Loan title company (“Title Company”) from which Purchaser has ordered a title insurance report and which is authorized to do business in New York State shall reasonably require in order to omit from its title insurance policy all exceptions for judgments, bankruptcies or other returns against Seller substantially in and persons or entities whose names are the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan same as or are similar to Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may relyname; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 heretoNew York City Real Property Transfer Tax Return, if applicable, prepared, executed and acknowledged by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may relySeller in proper form for submission; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILiberty Island Group; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an 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 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 SellerSeller and Liberty Island Group; (iv) A Secretary’s Certificate substantially in certificate of good standing with respect to the form of Exhibit D-2 hereto, executed Mortgage Loan Seller issued by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A ; and a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Liberty Island Group issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificates of each of the Mortgage Loan Seller and Liberty Island Group, in each case substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan 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 Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiivi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the Mortgage Loan Seller’s and BCHILiberty Island Group’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILiberty Island Group; (xviii) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xiix) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xiix) 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 the date thereof; (xiiixi) 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 Preliminary 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 loanloan related-related documents to the 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 Preliminary 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 Preliminary 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 Preliminary 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; (xivxii) 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 Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHI; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH; (v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of XX XXXX, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of XX XXXX authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely; (viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of XX XXXX substantially in the form of Exhibit D-7 hereto, executed by an executive officer of XX XXXX on XX XXXX’x behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixxiii) A written opinion of special counsel for the Mortgage Loan Seller Seller, and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors; (xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xiixvi) 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 the date thereof; (xiiixvii) 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 Preliminary 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 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 Preliminary 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 Preliminary 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 Preliminary 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; (xivxviii) 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 Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary a duly authorized officer of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH; (v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of XX XXXX, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of XX XXXX authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of Delaware, dated not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of State of Delaware Delaware, dated not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of XX XXXX substantially in the form of Exhibit D-7 hereto, executed by an executive officer of XX XXXX on XX XXXX’x behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors, except as such enforceability may be limited by (A) laws relating to bankruptcy, insolvency, reorganization, receivership or moratorium, (B) other laws relating to or affecting the rights of creditors generally, (C) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (D) 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; (xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the 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 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 agreed agreed-upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABAB as of the date hereof; (xiixvi) 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 the date thereof; (xiiixvii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xivxviii) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHIGSCII; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, GSCII in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIGSCII; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI GSCII issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI GSCII substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI GSCII on BCHIGSCII’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIGSCII, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIGSCII’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIGSCII, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIGSCII; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH; (v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of XX XXXX, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of XX XXXX authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely; (viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of XX XXXX substantially in the form of Exhibit D-7 hereto, executed by an executive officer of XX XXXX on XX XXXX’x behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors; (xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the case may be and 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 Preliminary Prospectus or the Preliminary Private Placement MemorandumMemorandum (as applicable), 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; (xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xiixvi) 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 the date thereof; (xiiixvii) 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 prior to the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectivelyClosing Date, 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xivxviii) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable to the PurchaserPurchaser (acting reasonably), the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”) (without limiting any other conditions that may apply under Section 6(ii), as applicable, ) and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILCFH; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILCFH, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHILCFH’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHILCFH, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILCFH; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to WFCMSI (only with respect to the PurchaserPreliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial 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 Preliminary 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 Preliminary Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, which was approximately 1:30 p.m. (Eastern Time) on September 19, 2012 with respect to the Certificates (other than the Class X-A, Class X-B and Class R Certificates), was approximately 1:35 p.m. (Eastern Time) on September 21, 2012 with respect to the Class X-A and Class X-B Certificates and was approximately 12:03 p.m. (Eastern Time) on September 24, 2012 with respect to the Class R Certificates (collectively, as the context requires, the “Time of Sale”), 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; (xi) A letter from special counsel for the Mortgage Loan SellerSeller and LCFH, dated the Closing Date and addressed to the PurchaserWFCMSI, 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;. (xii) 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 the date thereof; (xiii) 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 Preliminary 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 PurchaserWFCMSI, 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 loanloan related-related documents to the 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 Preliminary 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 Preliminary 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 Preliminary 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; (xiv) 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 Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHI; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILiberty Island Group; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an 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 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 SellerSeller and Liberty Island Group; (iv) A Secretary’s Certificate substantially in certificate of good standing with respect to the form of Exhibit D-2 hereto, executed Mortgage Loan Seller issued by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A ; and a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Liberty Island Group issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificates of each of the Mortgage Loan Seller and Liberty Island Group, in each case substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan 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 Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiivi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the Mortgage Loan Seller’s and BCHILiberty Island Group’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILiberty Island Group; (xviii) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the Closing Date and addressed to WFCMSI (only with respect to the PurchaserPreliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial 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 Preliminary 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 Preliminary Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, which was approximately 12:30 p.m. (Eastern Daylight Time) on July 20, 2012 with respect to the Certificates (other than the Class X-A, Class X-B, Class F, Class G, Class H and Class R Certificates), was approximately 12:15 p.m. (Eastern Daylight Time) on July 25, 2012 with respect to the Class X-A, Class X-B, Class F, Class G and Class H Certificates and was approximately 2:13 p.m. (Eastern Daylight Time) on July 26, 2012 with respect to the Class R Certificates (collectively, as the context requires, the “Time of Sale”), 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; (xiix) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the Closing Date and addressed to the PurchaserWFCMSI, 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;. (xiix) 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 the date thereof; (xiiixi) 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 Preliminary 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 PurchaserWFCMSI, 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 loanloan related-related documents to the 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 Preliminary 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 Preliminary 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 Preliminary 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; (xivxii) 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 Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (xvxiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILiberty Island Group; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an 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 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 SellerSeller and Liberty Island Group; (iv) A Secretary’s Certificate substantially in certificate of good standing with respect to the form of Exhibit D-2 hereto, executed Mortgage Loan Seller issued by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A ; and a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Liberty Island Group issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificates of each of the Mortgage Loan Seller and Liberty Island Group, in each case substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan 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 Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiivi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the Mortgage Loan Seller’s and BCHILiberty Island Group’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILiberty Island Group; (xviii) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial 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 Preliminary 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 Preliminary Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, which was approximately 4:02 p.m. (Eastern Time) on October 16, 2012 with respect to the Certificates (other than the Class X-A, Class X-B, and Class R Certificates), was approximately 3:00 p.m. (Eastern Time) on October 18, 2012 with respect to the Class X-A and Class X-B Certificates and was approximately 10:44 a.m. (Eastern Time) on October 22, 2012 with respect to the Class R Certificates (collectively, as the context requires, the “Time of Sale”), 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; (xiix) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;. (xiix) 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 the date thereof; (xiiixi) 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 Preliminary 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 loanloan related-related documents to the 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 Preliminary 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 Preliminary 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 Preliminary 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; (xivxii) 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 Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (xvxiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILiberty Island Group; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an 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 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 SellerSeller and Liberty Island Group; (iv) A Secretary’s Certificate substantially in certificate of good standing with respect to the form of Exhibit D-2 hereto, executed Mortgage Loan Seller issued by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A ; and a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Liberty Island Group issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificates of each of the Mortgage Loan Seller and Liberty Island Group, in each case substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan 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 Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiivi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the Mortgage Loan Seller’s and BCHILiberty Island Group’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILiberty Island Group; (xviii) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the Closing Date and addressed to RBSCF (only with respect to the PurchaserPreliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial 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 Preliminary 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 Preliminary Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, which was approximately 3:55 p.m. (Eastern Daylight Time) on June 7, 2012 with respect to the Certificates (other than the Class X-A, Class X-B and Class R Certificates), was approximately 3:20 p.m. (Eastern Daylight Time) on June 15, 2012 with respect to the Class X-A and Class X-B Certificates and was approximately 10:49 a.m. (Eastern Daylight Time) on June 19, 2012 with respect to the Class R Certificates (collectively, as the context requires, the “Time of Sale”), 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; (xiix) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the Closing Date and addressed to the PurchaserRBSCF, 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;. (xiix) 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 the date thereof; (xiiixi) 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 Preliminary 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 PurchaserRBSCF, 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 loanloan related-related documents to the 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 Preliminary 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 Preliminary 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 Preliminary 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; (xivxii) 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 Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (xvxiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIWDCPF; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of WDCPF, 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 Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of WDCPF, 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 WDCPF’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan SellerSeller and WDCPF; (iv) A Secretary’s Certificate substantially in certificate of good standing with respect to the form of Exhibit D-2 hereto, executed Mortgage Loan Seller issued by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A ; and a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI WDCPF issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificates of each of the Mortgage Loan Seller and WDCPF, in each case substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf or by an executive officer of WDCPF on WDCPF’s behalf, and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiivi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIWDCPF, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the Mortgage Loan Seller’s and BCHIWDCPF’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIWDCPF, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIWDCPF; (xviii) A letter from special counsel for the Mortgage Loan SellerSeller and WDCPF, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xiix) A letter from special counsel for the Mortgage Loan SellerSeller and WDCPF, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xiix) 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 the date thereof; (xiiixi) 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 Preliminary 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 loanloan related-related documents to the 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 Preliminary 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 Preliminary 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 Preliminary 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; (xivxii) 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 Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (xvxiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”"), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 60 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely[Reserved]; (viiivii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIDechert LLP, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3B hereto (with such additions, deletions or modifications 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 Preliminary 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 misleadingrequired by either Rating Agency); (xiviii) A letter from Dechert LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) BSCMSII and the Initial Purchasers (only with respect to the Private Placement Memorandum)Underwriters, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may which letter shall be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 or the Mortgage Loans, in the light form 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABExhibit D-3C hereto; (xiiix) Copies 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 the date thereof; (xiiix) One or more agreed-upon procedures comfort letters from a nationally recognized firm of Deloitte & Touche LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 BSCMSII or the Initial PurchasersUnderwriters, 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 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 any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”"), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary secretary of State state of the State of Delaware Ohio not earlier than thirty (30) 60 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A The written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the Mortgage Loan Seller’s and BCHI’s due authorizationform of Exhibit D-3A hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency); (ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIXxxxxxx Xxxxxxxx & Xxxx LLP, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3B hereto (with such additions, deletions or modifications 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 Preliminary 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 misleadingrequired by either Rating Agency); (xiviii) A letter from Xxxxxxx Xxxxxxxx & Wood LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) BSCMSI and the Initial Purchasers (only with respect to the Private Placement Memorandum)Underwriters, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may which letter shall be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 or the Mortgage Loans, in the light form 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABExhibit D-3C hereto; (xiiix) Copies 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 the date thereof; (xiiix) One or more agreed-upon procedures comfort letters from a nationally recognized firm of Deloitte & Touche LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 BSCMSI or the Initial PurchasersUnderwriters, 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 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 any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIFBRT; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, FBRT in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIFBRT; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI FBRT issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Maryland, respectively, not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI FBRT substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI FBRT on BCHIFBRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIFBRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIFBRT; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”"), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 60 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A The written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the Mortgage Loan Seller’s and BCHI’s due authorizationform of Exhibit D-3A hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency); (ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHICadwalader, dated the Closing Date and addressed to the Interested Parties and the TrusteeXxxxxxxxxx & Xxxx LLP, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3B hereto (with such additions, deletions or modifications 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 Preliminary 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 misleadingrequired by either Rating Agency); (xiviii) A letter from Cadwalader, Xxxxxxxxxx & Xxxx LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) BSCMSI and the Initial Purchasers (only with respect to the Private Placement Memorandum)Underwriters, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may which letter shall be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 or the Mortgage Loans, in the light form 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABExhibit D-3C hereto; (xiiix) Copies 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 the date thereof; (xiiix) One or more agreed-upon procedures comfort letters from a nationally recognized firm of Deloitte & Touche LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 BSCMSI or the Initial PurchasersUnderwriters, 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 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 any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILiberty Island Group; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an 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 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 SellerSeller and Liberty Island Group; (iv) A Secretary’s Certificate substantially in certificate of good standing with respect to the form of Exhibit D-2 hereto, executed Mortgage Loan Seller issued by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A ; and a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Liberty Island Group issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificates of each of the Mortgage Loan Seller and Liberty Island Group, in each case substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan 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 Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiivi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the Mortgage Loan Seller’s and BCHILiberty Island Group’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILiberty Island Group; (xviii) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial 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 Preliminary 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 Preliminary Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, which was approximately (a) 3:45 p.m. (Eastern Time) on January 28, 2013 with respect to the Certificates (other than the Class R Certificates) and (b) 2:33 p.m. (Eastern Time) on February 1, 2013 with respect to the Class R Certificates (collectively, as the context requires, the “Time of Sale”), 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; (xiix) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xiix) 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 the date thereof; (xiiixi) 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 Preliminary 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 loanloan related-related documents to the 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 Preliminary 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 Preliminary 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 Preliminary 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; (xivxii) 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 Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (xvxiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILiberty Island Group; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an 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 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 SellerSeller and Liberty Island Group; (iv) A Secretary’s Certificate substantially in certificate of good standing with respect to the form of Exhibit D-2 hereto, executed Mortgage Loan Seller issued by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A ; and a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Liberty Island Group issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificates of each of the Mortgage Loan Seller and Liberty Island Group, in each case substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan 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 Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiivi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHILiberty Island Group’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILiberty Island Group; (xviii) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial 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 Preliminary 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 Preliminary Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, which was approximately (a) 4:05 p.m. (Eastern Time) on April 17, 2013 with respect to the Certificates (other than the Class X-A, Class X-B, Class X-C and Class R Certificates), (b) 12:15 p.m. (Eastern Time) on April 19, 2013 with respect to the Class X-A, Class X-B and Class X-C Certificates and (c) 10:45 a.m. (Eastern Time) on April 23, 2013 with respect to the Class R Certificates (collectively, as the context requires, the “Time of Sale”), 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; (xiix) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xiix) 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 the date thereof; (xiiixi) 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 Preliminary 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 loanloan related-related documents to the 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 Preliminary 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 Preliminary 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 Preliminary 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; (xivxii) 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 Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (xvxiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHI; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILiberty Island Group; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an 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 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 SellerSeller and Liberty Island Group; (iv) A Secretary’s Certificate substantially in certificate of good standing with respect to the form of Exhibit D-2 hereto, executed Mortgage Loan Seller issued by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A ; and a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Liberty Island Group issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificates of each of the Mortgage Loan Seller and Liberty Island Group, in each case substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan 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 Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiivi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the Mortgage Loan Seller’s and BCHILiberty Island Group’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILiberty Island Group; (xviii) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial 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 Preliminary 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 Preliminary Free Writing Prospectus or the Preliminary Private Placement Memorandum, at the time when sales to purchasers of the Certificates were first made, which was approximately 3:00 p.m. (Eastern Time) on March 6, 2013 with respect to the Certificates (other than the Class X-A, Class X-B, Class X-C, Class E, Class F, Class G and Class R Certificates), was approximately 1:30 p.m. (Eastern Time) on March 8, 2013 with respect to the Class X-A, Class X-B, Class X-C, Class E, Class F and Class G Certificates and was approximately 12:20 p.m. (Eastern Time) on March 11, 2013 with respect to the Class R Certificates (collectively, as the context requires, the “Time of Sale”), 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; (xiix) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB;. (xiix) 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 the date thereof; (xiiixi) 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 Preliminary 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 loanloan related-related documents to the 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 Preliminary 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 Preliminary 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 Preliminary 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; (xivxii) 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 Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (xvxiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”"), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 60 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A The written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the Mortgage Loan Seller’s and BCHI’s due authorizationform of Exhibit D-3A hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency); (ixvii) A written opinion of special counsel Cadwalader, Wickersham & Taft LLP, xxxxxxx xxunsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the enforceability form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency); (xviii) A letter from special counsel Cadwalader, Wickersham & Taft LLP, xxxxxxx xxunsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) BSCMSI and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Underwriters, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which letter shall be substantially 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 form of the Preliminary 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 misleadingExhibit D-3C hereto; (xiix) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) Copies 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 the date thereof; (xiiix) One or more agreed-upon procedures comfort letters from a nationally recognized firm of Deloitte & Touche LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 BSCMSI or the Initial PurchasersUnderwriters, 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 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 any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A SecretaryAn officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary authorized officer of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHISociété Générale; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary authorized officer of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”"), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 60 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A The written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the Mortgage Loan Seller’s and BCHI’s due authorizationform of Exhibit D-3A hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency); (ixvii) A written opinion of Cadwalader, Wickersham & Taft LLP, special counsel for the Mortgage Loan Seller and BCHILoax Xxxxxx, dated the datxx xhe Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the enforceability form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency); (xviii) A letter from Cadwalader, Wickersham & Taft LLP, special counsel for the Mortgage Loan SellerLoax Xxxxxx, dated the datxx xhe Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) BSCMSI and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Underwriters, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which letter shall be substantially 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 form of the Preliminary 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 misleadingExhibit D-3C hereto; (xiix) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) Copies 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 the date thereof; (xiiix) One or more agreed-upon procedures comfort letters from a nationally recognized firm of Deloitte & Touche LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 BSCMSI or the Initial PurchasersUnderwriters, 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 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 any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”"), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 60 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A The written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the Mortgage Loan Seller’s and BCHI’s due authorizationform of Exhibit D-3A hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency); (ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHICadwalader, dated the Closing Date and addressed to the Interested Parties and the TrusteeXxxxxxxxxx & Xxxx LLP, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3B hereto (with such additions, deletions or modifications 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 Preliminary 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 misleadingrequired by either Rating Agency); (xiviii) A letter from Cadwalader, Xxxxxxxxxx & Xxxx LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) BSCMSII and the Initial Purchasers (only with respect to the Private Placement Memorandum)Underwriters, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may which letter shall be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 or the Mortgage Loans, in the light form 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABExhibit D-3C hereto; (xiiix) Copies 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 the date thereof; (xiiix) One or more agreed-upon procedures comfort letters from a nationally recognized firm of Deloitte & Touche LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 BSCMSII or the Initial PurchasersUnderwriters, 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 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 any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee (a) At the Closing, Acquiror shall have received all of the following Closing Documents, in such forms as are agreed upon and acceptable deliver to the Purchaser, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyCompany: (i) This a certified copy of the Acquiror Charter and the Acquiror Bylaws; (ii) a copy of the A&R Registration Rights Agreement, duly executed by Acquiror; (iii) a copy of the Company Third A&R Operating Agreement, duly executed by Acquiror; (iv) copies of resolutions and actions taken by Acquiror’s board of directors and shareholders in connection with the approval of this Agreement and the Transactions; (v) a copy of the Escrow Agreement, duly executed by Acquiror, Sponsor and the Escrow Agent; (vi) a copy of the Tax Receivable Agreement, duly executed by Acquiror; and (vii) (A) all other documents, instruments or certificates required to be delivered by Acquiror at or prior to the Closing pursuant to Section 10.02; and (B) such other documents or certificates as shall reasonably be required by the Company and its counsel in order to consummate the Transactions. (b) At the Closing, the Company or the Sellers, as applicable, shall deliver to Acquiror: (i) an assignment agreement, duly executed by each Seller with respect to the Purchased Units owned by such Seller, in customary form and substance reasonably satisfactory to Acquiror and the Company; (ii) a properly completed and duly executed IRS Form W-9 from each Seller; (iii) a copy of the A&R Registration Rights Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISellers; (iiiv) The Indemnification a copy of the Company Third A&R Operating Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in Company and the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISellers; (v) A certificate of good standing with respect to each a copy of the Mortgage Loan Seller and BCHI issued Escrow Agreement, duly executed by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may relySeller Representative; (vi) A certificate copies of resolutions and actions taken by the Mortgage Loan Seller substantially Company’s board of managers in connection with the form approval of Exhibit D-3 hereto, executed by an authorized officer of this Agreement and the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may relyTransactions; (vii) A certificate a copy of BCHI substantially in the form of Exhibit D-4 heretoTax Receivable Agreement, duly executed by an authorized officer of BCHI on BCHI’s behalf the Company and dated the Closing Date, and upon which the Interested Parties may rely;Sellers; and (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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) all other documents, instruments or certificates required to be delivered by the date of Company at or prior to the Preliminary Prospectus and the Preliminary Private Placement Memorandum, Closing pursuant to Section 10.03; and (B) such other documents or certificates as shall reasonably be required by Acquiror and its counsel in order to consummate the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requireTransactions.

Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following 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”), as applicable, and upon which such Interested Parties may relyfollowing: (i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iii) a certificate of good standing regarding the Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (iv) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate a written opinion of good standing with respect to each of counsel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing DateSeller, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser; (only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Purchaser regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications 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 Preliminary 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; (xi) A letter from special requested by counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee; (only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to the between GMAC Commercial Mortgage Loan Seller or the 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 or the Mortgage Loans, in the light of the circumstances under which they were made, not misleading and Corporation (b"GMACCM") that, with respect to information regarding the Mortgage Loan Seller and the Mortgage LoansSeller (the "Supplemental Agreement"), the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) Copies of all other opinions rendered duly executed and delivered 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 GMACCM 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.

Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following 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”), as applicable, and upon which such Interested Parties may relyfollowing: (i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iviii) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A a certificate of good standing with respect to each of regarding the Mortgage Loan Seller and BCHI issued by from the Secretary of State of for the State of Delaware New York, dated not earlier than thirty (30) 30 days prior to the Closing Date, and upon which the Interested Parties may rely; (viiv) A a certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 C-2 hereto, executed by an executive officer or authorized officer signatory of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely; (viiv) A certificate of BCHI substantially in a form reasonably acceptable to counsel for the form of Exhibit D-4 heretoPurchaser, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser; (only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Purchaser regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications 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 Preliminary 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; (xi) A letter from special requested by counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee; (only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to between GMAC Commercial Mortgage Corporation ("GMACCM") and the Mortgage Loan Seller or (the 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 "Supplemental 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 duly executed and methodology used delivered by GMACCM and 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvviii) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH; (v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of XX XXXX, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of XX XXXX authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely; (viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of XX XXXX substantially in the form of Exhibit D-7 hereto, executed by an executive officer of XX XXXX on XX XXXX’x behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors; (xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xiixvi) 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 the date thereof; (xiiixvii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xivxviii) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”"), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary secretary of State state of the State of Delaware Ohio not earlier than thirty (30) 60 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A The written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the Mortgage Loan Seller’s and BCHI’s due authorizationform of Exhibit D-3A hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency); (ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIXxxxxxx Xxxxxxxx & Xxxx LLP, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3B hereto (with such additions, deletions or modifications 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 Preliminary 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 misleadingrequired by either Rating Agency); (xiviii) A letter from Xxxxxxx Xxxxxxxx & Wood LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) BSCMSII and the Initial Purchasers (only with respect to the Private Placement Memorandum)Underwriters, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may which letter shall be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 or the Mortgage Loans, in the light form 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABExhibit D-3C hereto; (xiiix) Copies 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 the date thereof; (xiiix) One or more agreed-upon procedures comfort letters from a nationally recognized firm of Deloitte & Touche LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 BSCMSII or the Initial PurchasersUnderwriters, 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 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 any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHIthe LC Guarantors; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH; (v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of XX XXXX, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of XX XXXX authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely; (viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of XX XXXX substantially in the form of Exhibit D-7 hereto, executed by an executive officer of XX XXXX on XX XXXX’x behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors; (xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Private Placement Memorandum), 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xiixvi) 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 the date thereof; (xiiixvii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xivxviii) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILC Guarantor; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, LC Guarantor in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHILC Guarantor; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI LC Guarantor issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI LC Guarantor substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI LC Guarantor on BCHILC Guarantor’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILC Guarantor, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHILC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHILC Guarantor, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILC Guarantor; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH; (v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of LX XXXX, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LX XXXX authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely; (viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of LX XXXX substantially in the form of Exhibit D-7 hereto, executed by an executive officer of LX XXXX on LX XXXX’x behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors; (xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the case may be and 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 Preliminary Prospectus or the Preliminary Private Placement MemorandumMemorandum (as applicable), 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; (xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xiixvi) 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 the date thereof; (xiiixvii) 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 prior to the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectivelyClosing Date, 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xivxviii) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHIthe LC Guarantors; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH; (v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of LX XXXX, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LX XXXX authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely; (viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of LX XXXX substantially in the form of Exhibit D-7 hereto, executed by an executive officer of LX XXXX on LX XXXX’x behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors; (xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xiixvi) 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 the date thereof; (xiiixvii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xivxviii) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following 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”), as applicable, and upon which such Interested Parties may relyfollowing: (i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFBC, XxXxxxxx, Xxxxxxx Lynch, SSBI and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State Comptroller of the State of Delaware Currency not earlier than thirty (30) 20 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the Mortgage Loan Seller’s and BCHI’s due authorizationform of Exhibit D-3A hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency); (ixvii) A a written opinion of Phillips, Lytle, Xxxxxxxxx, Xxxxxx & Xxxxx LLP, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the enforceability form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency); (xviii) A letter from a written opinion of Xxxxxxxxxx, Xxxxxxx & Xxxxx, P.C., special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3C hereto (with such additions, deletions or modifications 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 Preliminary 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 misleadingrequired by either Rating Agency); (xiix) A a letter from Xxxxxxxxxx, Xxxxxxx & Xxxxx, P.C., special counsel for the Mortgage Loan Seller, which letter shall be substantially in the form of Exhibit D-3D hereto; (x) one or more comfort letters from Xxxxxx Xxxxxxxx LLP, certified public accountants, dated the Closing Date date of any preliminary Prospectus Supplement 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies)CSFB Mortgage Securities, CSFBC, XxXxxxxx, Xxxxxxx Xxxxx, SSBI and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the 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 Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxi) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIBSPRT; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHIBSPRT, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIBSPRT; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of good standing with respect to BSPRT issued by the Mortgage Loan Seller substantially in the form Secretary of Exhibit D-3 hereto, executed by an authorized officer State of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated State of Maryland not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI the Mortgage Loan Seller or BSPRT substantially in the form of Exhibit D-4 D-3 hereto, executed by an authorized executive officer of BCHI the Mortgage Loan Seller or BSPRT on BCHIthe Mortgage Loan Seller’s or BSPRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIBSPRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIBSPRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIBSPRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIBSPRT; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee At each Closing, the Company shall have received all delivered to the Placement Agent on behalf of the following Closing Documentseach Purchaser, in such forms as are agreed upon form and substance reasonably acceptable to the PurchaserPlacement Agent, the Underwriters, the Initial Purchasers and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may relyfollowing: (ia) This Agreement, duly executed by a certificate of the Purchaser, Chief Executive Officer or the Mortgage Loan Seller President of the Company certifying that the conditions in Sections 3.1 and BCHI3.2 have been satisfied; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (vb) A certificate of good standing with respect the Secretary of the Company, dated as of that Closing Date, certifying (i) the attached copies of the Certificate of Incorporation and By-laws of the Company, (ii) the resolutions of the Board of Directors of the Company (the "Board") authorizing the execution, delivery and performance of this Agreement and the issuance and delivery, whichever is applicable, of the securities contemplated hereby and reserving for issuance the Conversion Shares and the Warrant Shares (including, but not limited to, for purposes of Nevada corporations law) and (iii) the incumbency of the officers duly authorized to execute this Agreement and the other documents contemplated by this Agreement; (c) A corresponding certificate of the Secretary of Cynat, dated as of that Closing Date, certifying substantially the same matters as to Cynat; (d) A corresponding certificate of the Secretary of Genaderm, dated as of that Closing Date, certifying substantially the same matters as to Genaderm; (e) a certificate of the Secretary of State of the jurisdiction of incorporation of each of the Mortgage Loan Seller Company, Cynat and BCHI issued Genaderm, dated as of a recent date (but no more than five business days) prior to the date of the applicable Closing, to the effect that the Company is in good standing in the applicable jurisdiction of incorporation, and that all annual reports, if any, have been filed as required and that all taxes and fees have been paid in connection therewith; (f) a copy of the Certificate of Designations certified by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may relyNevada; (vig) A a certificate evidencing the Shares acquired by each Purchaser; (h) a certificate evidencing the Warrants acquired by each Purchaser; (i) a certificate evidencing the Cynat Shares acquired by each Purchaser; (j) a certificate evidencing the Genaderm Shares acquired by each Purchaser; (k) an opinion of counsel to the Mortgage Loan Seller Company substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed D to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvl) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requireRegistration Rights Agreements duly executed by the Company.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIWDCPF; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of WDCPF, 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 Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of WDCPF, 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 WDCPF’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan SellerSeller and WDCPF; (iv) A Secretary’s Certificate substantially in certificate of good standing with respect to the form of Exhibit D-2 hereto, executed Mortgage Loan Seller issued by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A ; and a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI WDCPF issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificates of each of the Mortgage Loan Seller and WDCPF, in each case substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf or by an executive officer of WDCPF on WDCPF’s behalf, and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiivi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIWDCPF, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the Mortgage Loan Seller’s and BCHIWDCPF’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIWDCPF, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIWDCPF; (xviii) A letter from special counsel for the Mortgage Loan SellerSeller and WDCPF, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xiix) A letter from special counsel for the Mortgage Loan SellerSeller and WDCPF, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xiix) 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 the date thereof; (xiiixi) 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 Preliminary 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 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 Preliminary 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 Preliminary 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 Preliminary 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; (xivxii) 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 Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following 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”), as applicable, and upon which such Interested Parties may relyfollowing: (i) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iii) a certificate of good standing regarding the Seller from the Secretary of State for the State of New York, dated not earlier than 30 days prior to the Closing Date; (iv) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate a written opinion of good standing with respect to each of counsel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing DateSeller, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed C-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters each Underwriter and each Initial Purchaser; (only with respect vi) to the Preliminary Prospectus) and extent required by any of the Initial Purchasers (only with respect to Rating Agencies, a written opinion of counsel for the Preliminary Private Placement Memorandum), relating to Purchaser regarding the information regarding characterization of the transfer of the Mortgage Loans set forth in agreed upon sections of to the Preliminary Prospectus Purchaser as a "true sale", subject to such reasonable assumptions and in the Preliminary Private Placement Memorandum (qualifications 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 Preliminary 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; (xi) A letter from special requested by counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Rating Agencies, the Purchaser, the Underwriters (only with respect to the Prospectus) each Underwriter and the Initial Purchasers Trustee; (only with respect to vii) the Private Placement Memorandum)Supplemental Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum dated as of the date thereof or as of the Closing Date contained or containshereof, with respect to the among GMAC Commercial Mortgage Loan Seller or the Mortgage LoansCorporation ("GMACCM"), 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 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 LoansPurchaser (the "Supplemental Agreement"), duly executed and delivered by GMACCM, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 and any certificate 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Actopinion required thereunder; and (xvviii) Such such further certificates, opinions and documents as the Purchaser or the Seller may reasonably request or any Rating Agency may requirerequest.

Closing Documents. (a) The Purchaser or its designee Closing Documents shall have received all consist of the following 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”), as applicablefollowing, and upon which such Interested Parties may relycan only be waived and modified by mutual consent of the parties hereto: (ib) This Agreement, duly executed and delivered by the PurchaserPurchaser and the Seller, and the Mortgage Loan Seller Pooling and BCHI; (ii) The Indemnification Servicing Agreement, duly executed and delivered by the respective Purchaser and all the other parties thereto;; and (iiic) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, A-1 executed by the Secretary or an assistant secretary authorized officer of the Mortgage Loan Seller, Seller in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Banc of America, Merrill Lynch, SSB and BACM may rely, attaching thereto as exhibits the organizational xxx xxxaxxxxxional documents of the Mortgage Loan Seller;; and (ivd) Certificate of good standing regarding the Seller from the Secretary of State of the State of Delaware, dated not earlier than 30 days prior to the Closing Date; and (e) A Secretary’s Certificate certificate of the Seller respectively substantially in the form of Exhibit D-2 A-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties Purchaser, Banc of America, SSB and Merrill Lynch may rely, attaching thereto as exhibits the organizational documents of BCHI;; and (vf) A certificate of good standing with respect to each of One or more written opixxxxx xf xxxxsel for the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller in substantially in the form of set forth in Exhibit D-3 hereto, executed A-3 hereto and subject to such reasonable assumptions and qualifications as may be requested by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed each as reasonably acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Banc of America, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary 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 Preliminary Prospectus or the Preliminary Private Placement MemorandumSSB, 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 LoansMerrill Lynch, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading;Trustees and each Rating Agency; and (xix) A letter from special Xxy xxxxr opinions of counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) Copies of all other opinions rendered reasonably requested by counsel for the Mortgage Loan Seller to the Rating Agencies in connection with the transactions contemplated by this issuance of the Certificates; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, including, but not limited to, with respect to duly executed by 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 the date thereof;respective parties thereto; and (xiiij) One or more agreed-upon procedures comfort letters from a nationally recognized firm of Deloitte & Touche LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable toto the Purchaser, the Interested Parties (other than the Rating Agencies)Banc of America, SSB, Merrill Lynch, Bank of America and BCRF stating in effect that, using the assumptions usinx xxx xsxxxxxions 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 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 any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations;. (xivk) If any That certain indemnity agreement, dated as of the Certificates are “mortgage related securities” within date hereof, (the meaning "Outrigger Indemnity Agreement") executed by the Seller on behalf of the Secondary Mortgage Market Enhancement Act of 1984, Trust attached as amended, a certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requireExhibit C-1 hereto.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”"), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 60 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A The written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the Mortgage Loan Seller’s and BCHI’s due authorizationform of Exhibit D-3A hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency); (ixvii) A written opinion of Cadwalader, Wickersham & Taft LLP, special counsel for the Mortgage Loan Seller and BCHISxxxxx, dated the xxxed xxx Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the enforceability form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency); (xviii) A letter from Cadwalader, Wickersham & Taft LLP, special counsel for the Mortgage Loan SellerSxxxxx, dated the xxxed xxx Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) BSCMSI and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Underwriters, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which letter shall be substantially 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 form of the Preliminary 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 misleadingExhibit D-3C hereto; (xiix) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) Copies 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 the date thereof; (xiiix) One or more agreed-upon procedures comfort letters from a nationally recognized firm of Deloitte & Touche LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 BSCMSI or the Initial PurchasersUnderwriters, 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 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 any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHIFBRT; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, FBRT in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIFBRT; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI FBRT issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Maryland, respectively, not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI FBRT substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI FBRT on BCHIFBRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIFBRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIFBRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIFBRT; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHISociété Générale; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Société Générale issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following 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”), as applicable, and upon which such Interested Parties may relyfollowing: (ia) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (iib) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 C-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacitySeller Trustee, and dated the Closing Date, and upon which the Interested Parties Purchaser, each Underwriter, the Class X Certificate Purchaser and each Initial Purchaser may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (ivc) A Secretary’s Certificate a certificate of the Seller substantially in the form of Exhibit D-2 C-2 hereto, executed by an executive officer or authorized signatory of the Secretary or an assistant secretary of BCHI, in his or her individual capacity, Seller and dated the Closing Date, and upon which the Interested Parties may relyPurchaser, attaching thereto as exhibits each Underwriter, the organizational documents of BCHI; (v) A certificate of good standing with respect to Class X Certificate Purchaser and each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties Initial Purchaser may rely; (vid) A certificate written opinions of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating in such form and substance and subject to the Mortgage Loan Seller’s such reasonable assumptions and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special qualifications as may be requested by counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan SellerPurchaser, dated the Closing Date and addressed to the Purchaser, each Underwriter, the Underwriters Class X Certificate Purchaser and each Initial Purchaser; (only with respect to e) the Preliminary ProspectusSupplemental Agreement, substantially in the form of Exhibit D hereto, dated as of February 2, 1999, between GMAC Commercial Mortgage Corporation ("GMACCM") and the Initial Purchasers (only with respect to Seller, duly executed and delivered by GMACCM and the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary 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 Preliminary 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 misleadingSeller; (xif) A letter from special counsel for the Mortgage Loan SellerAssignment Agreement, substantially in the form of Exhibit E hereto, dated February 2, 1999, between the Closing Date Seller and addressed to the Purchaser, duly executed and delivered by 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABPurchaser; (xiig) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 substantially in the Preliminary Prospectus form of Exhibit F hereto, dated as of February 2, 1999, between GMACCM and the Preliminary Private Placement MemorandumXxxxxx Xxx, Inc., duly executed and set forth in the Prospectus delivered by GMACCM and the Private Placement MemorandumXxxxxx Xxx, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange ActInc.; and (xvh) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirerequest.

Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following 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”), as applicable, and upon which such Interested Parties may relyfollowing: (i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB, McDonald, First Union Securities, SSBI and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 30 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiivi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIcounsel, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the Mortgage Loan Seller’s and BCHI’s due authorizationform of Exhibit D-3A hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency); (ixvii) A written opinion of Sidley Xxxxxx Xxxxx & Xxxx, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the enforceability form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-3B hereto (with such additions, deletions or modifications as may be required by either Rating Agency); (xviii) A letter from written opinion of Sidley Xxxxxx Xxxxx & Xxxx, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3C hereto (with such additions, deletions or modifications 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 Preliminary 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 misleadingrequired by either Rating Agency); (xiix) A letter from special counsel for the Mortgage Loan SellerSidley Xxxxxx Xxxxx & Xxxx, dated the Closing Date and addressed to the Purchaser, Interested Parties (other than the Underwriters (only with respect to the Prospectus) and the Initial Purchasers (only with respect to the Private Placement MemorandumRating Agencies), relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may which letter shall be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 or the Mortgage Loans, in the light form 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABExhibit D-3D hereto; (xii) 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 the date thereof; (xiiix) One or more agreed-upon procedures comfort letters from a nationally recognized firm of Xxxxxx Xxxxxxxx LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, the Interested Parties (other than the Rating Agencies)CSFB Mortgage Securities, CSFB, McDonald, First Union Securities, SSBI and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the 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 Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, and the Mortgage Loan Seller and BCHISociété Générale; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHISociété Générale, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHISociété Générale; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI Société Générale substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI Société Générale on BCHISociété Générale’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHISociété Générale’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHISociété Générale, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHISociété Générale; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following 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”), as applicable, and upon which such Interested Parties may relyfollowing: (i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB Corporation, the other Underwriters and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 30 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution and delivery which opinion shall be substantially in the form of this Agreement and the Indemnification AgreementExhibit D-3 hereto (with such additions, deletions or modifications as may be required by either Rating Agency); (ixvii) A a written opinion of Sidley Xxxxxx Xxxxx & Xxxx, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the enforceability Pooling and Servicing Agreement, which opinion shall be substantially in the form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-4 hereto (with such additions, deletions or modifications as may be required by either Rating Agency); (xviii) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) Copies 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 CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee or accompanied by a letter signed by such counsel stating that CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof. (ix) a letter from Sidley Xxxxxx Xxxxx & Xxxx, special counsel for the Seller, dated the Closing Date and addressed to CSFB Mortgage Securities, CSFB Corporation and the other Underwriters, which letter shall be substantially in the form of Exhibit D-5 hereto; (xiiix) One one or more agreed-upon procedures comfort letters from a nationally recognized firm of Xxxxxx Xxxxxxxx LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB Corporation, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the 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 Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxi) Such such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following Closing Documentsfollowing: (a) this Agreement duly executed and delivered by the Purchaser and the Seller; (b) the Indemnification Agreement duly executed and delivered by the Seller, in such forms as are agreed upon and acceptable to the Purchaser, SSBI, MII, CSFB and Merrill Lynch. (c) the UnderwritersPooling and Servicing Agreement duly xxxxxxxd xxx delivered by SBMS VII, the Initial Purchasers Master Servicer, the Special Servicer and the Rating Agencies (collectively, the “Interested Parties”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHITrustee; (iid) The Indemnification Agreement, the Column Performance Guarantee duly executed and delivered by the respective parties theretoColumn Performance Guarantor; (iiie) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which SBMS VII, SSBI, MII, CSFB, Merrill Lynch and the Interested Parties Rating Agencies (collectively, the "Interestxx Xxxxixx") may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller, as in full force and effect on the date hereof, and the Resolutions described in clause (g) below; (ivf) A Secretary’s Certificate a certificate of good standing with respect to the Seller issued by the Secretary of State of the State of Delaware dated not earlier than 30 days prior to the Closing Date; (g) a certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by the Secretary an executive officer or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each authorized signatory of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viih) A certificate resolutions of BCHI the 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; (i) a written opinion of counsel for the Seller, which may be delivered by in-house counsel, substantially in the form of Exhibit D-4 hereto, executed D-3A hereto (with any modifications required by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIeither Rating Agency), dated the Closing Date and addressed to SBMS VII, each of the Interested Parties and the Trustee, relating other parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorization, execution and delivery of this Servicing Agreement and each of the Indemnification Agreementother Interested Parties; (ixj) A a written opinion of Cadwalader, Wickersham & Taft, as special counsel for the Mortgage Loan Seller and BCHISeller, substantiallx xx xxx xorm xx Exhibit D-3B hereto (with any modifications required by either Rating Agency), dated the Closing Date and addressed to SBMS VII, each of the other parties to the Pooling and Servicing Agreement and each of the other Interested Parties and Parties; (k) such other written opinions as may be required by either Rating Agency (including, without limitation, a favorable opinion as to the Trustee"true sale" characterization of the transfer of the Mortgage Loans contemplated by this Agreement); (l) a written letter of Cadwalader, Wickersham & Taft, as special counsel to the Seller, substantially xx xxx xxrm xx Xxhibit D-3C hereto, relating to the enforceability of this Agreement against disclosure in the Prospectus regarding the Mortgage Loan Seller Loans and BCHI; (x) A letter from special counsel for the Mortgage Loan SellerColumn, dated the Closing Date and addressed to the PurchaserSSBI, the Underwriters MII, CSFB and Merrill Lynch; (only m) with respect to the Preliminary ProspectusLoan REMIC, the relatxx Xxxx XXXXX Declaration and a written opinion of counsel for the Seller, addressed to the Interested Parties, to the effect that, assuming the election required by Section 860D(b) of the Code is properly made, such Loan REMIC will qualify for treatment as a REMIC for federal income tax purposes; (n) such opinions regarding the Column Performance Guarantee and the Initial Purchasers Column Performance Guarantor as the Purchaser may reasonably request; (only with respect o) one or more accountants' comfort letters, addressed, and in form and substance reasonably acceptable, to the Preliminary Private Placement Memorandum)SBMS VII, SSBI, MII, CSFB and Merrill Lynch, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth Xxxxx xoxxxxxed in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results Memorandum that is of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Actstatistical nature; and (xvp) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIthe LC Guarantors; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH; (v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of LX XXXX, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LX XXXX authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely; (viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of LX XXXX substantially in the form of Exhibit D-7 hereto, executed by an executive officer of LX XXXX on LX XXXX’x behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors; (xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary Prospectus and in the Preliminary Private Placement Memorandum (as the case may be and 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 Preliminary Prospectus or the Preliminary Private Placement MemorandumMemorandum (as applicable), 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; (xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the case may be and as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the Prospectus or the Private Placement Memorandum (as applicable) as of the date thereof or as of the Closing Date contained or contains, with respect to the Mortgage Loan Seller or the 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xiixvi) 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 the date thereof; (xiiixvii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xivxviii) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following 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”), as applicable, and upon which such Interested Parties may relyfollowing: (i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 EXHIBIT D-1A hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB Corporation, the Interested Parties other Underwriters and the Rating Agencies (collectively, for purposes of this SECTION 7, the "INTERESTED PARTIES") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s a Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 EXHIBIT D-1B hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiv) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A a written opinion of in-house or independent Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution and delivery which opinion shall be substantially in the form of this Agreement and the Indemnification AgreementEXHIBIT D-2A hereto; (ixvi) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) Copies 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 CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee or accompanied by a letter signed by such counsel stating that CSFB Mortgage Securities, CSFB Corporation, the other Interested Parties Underwriters and the Trustee may rely on such opinion as if it were addressed to them as of the date thereof; (xiiivii) One a letter from Xxxxxxxx Xxxxxxxxx Xxxxxx Xxxxxxxx & Xxxxxx LLP, special counsel for the Seller, dated the Closing Date and addressed to CSFB Mortgage Securities, CSFB Corporation and the other Underwriters, which letter shall be substantially in the form of EXHIBIT D-2B hereto; (viii) one or more agreed-upon procedures comfort letters from a nationally recognized firm of PricewaterhouseCoopers LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB Corporation, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the 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 Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvix) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser and the Seller.

Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following 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”), as applicable, and upon which such Interested Parties may relyfollowing: (ia) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (iib) The the Indemnification Agreement, Agreement duly executed and delivered by the respective parties theretoSeller, the Purchaser and each of SSBI, Greenwich Capital, CSFB, J.P. Morgan and Wachovia Securities. (c) the Pooling and Sexxxxxxx Xxxeement duly executed and delivered by SBMS VII, the Master Servicer, the Special Servicer and the Trustee; (iiid) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, SSBI, Greenwich Capital, CSFB, J.P. Morgan, Wachovia Securities and the Rating Agencies (collectivelx, xxx "Xxxerested Parties") may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller, as in full force and effect on the date hereof, and the Resolutions described in clause (g) below; (ive) A Secretary’s Certificate a certificate of good standing with respect to the Seller issued by the Secretary of State of the State of Delaware dated not earlier than 10 days prior to the Closing Date; (f) a certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by the Secretary an executive officer or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each authorized signatory of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viig) A certificate resolutions of BCHI the Seller authorizing the transactions 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, which may be delivered by in-house counsel, substantially in the form of Exhibit D-4 hereto, executed D-3A hereto (with any modifications required by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Dateany Rating Agency, and upon which the Interested Parties subject to such reasonable assumptions, qualifications and limitations as may rely; (viii) A written opinion of in-house or independent be requested by counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed acceptable to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan SellerPurchaser), dated the Closing Date and addressed to the Purchaser, each of the Underwriters (only with respect other parties to the Preliminary Prospectus) Pooling and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections Servicing Agreement and each of the Preliminary 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 Preliminary 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 misleadingother Interested Parties; (xii) A letter from a written opinion of Sidley Austin Brown & Wood, as special counsel for the Mortgage Loan Seller, substantially xx xxx xxxx of Xxxibit D-3B hereto (with any modifications required by any Rating Agency, and subject to such reasonable assumptions, qualifications and limitations as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser, each of the Underwriters (only with respect other parties to the Prospectus) Pooling and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions Servicing Agreement and each of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABother Interested Parties; (xiij) Copies of all such other written opinions rendered as may be required by counsel for the Mortgage Loan Seller either Rating Agency (including, without limitation, a favorable opinion as to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the "true sale" characterization of the transfer of the Mortgage Loans hereunder contemplated by this Agreement); (k) a written letter of Sidley Austin Brown & Wood, as a true salespecial counsel to the Seller, with each such opinion substantially xx xxx Xxxx of Xxxxbit D-3C, relating to be the disclosure in the Prospectus regarding the Mortgage Loans and GCFP, dated the Closing Date and addressed to the Purchaser and each of the other Interested Parties and (except for 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 the date thereof;Rating Agencies); and (xiiil) One one or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants' comfort letters, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed toaddressed, and in form and substance acceptable toreasonably acceptable, the Interested Parties (other than the Rating Agencies)to SSBI, stating in effect thatGreenwich Capital, using the assumptions CSFB, J.P. Morgan and methodology used by the Mortgage Loan SellerWachovia Securities, 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 relating to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage regaxxxxx xxx Xortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth contained in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results Memorandum that is of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirestatistical nature.

Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following 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”), as applicable, and upon which such Interested Parties may relyfollowing: (ia) This Agreement, Agreement duly executed and delivered by the PurchaserCompany, CLF, Bedford, and Prudential, and the Mortgage Loan Seller Pooling and BCHI; (ii) The Indemnification Agreement, Servicing Agreement duly executed and delivered by the respective Company and the other parties thereto; (iiib) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-1 A-1 hereto, executed by the Secretary or an assistant secretary general partner of the Mortgage Loan SellerCLF, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents articles of incorporation, resolutions and by-laws of the Mortgage Loan Sellergeneral partner of CLF; (ivc) A Secretary’s An Officer's Certificate substantially in the form of Exhibit D-2 B-1 hereto, executed by the Secretary or an assistant secretary of BCHIBedford, in his or her individual capacity, and dated the Closing Date, attaching thereto as exhibits the articles of incorporation, resolutions and upon which by-laws of Bedford; (d) An Officer's Certificate substantially in the Interested Parties may relyform of Exhibit C-1 hereto, executed by Prudential, in his or her individual capacity, and dated the Closing Date, attaching thereto as exhibits the organizational documents articles of BCHIincorporation, resolutions and by-laws of Prudential; (ve) A certificate of good standing issued by the Secretary of State of the State of New Hampshire with respect to each Bedford, a certificate of good standing issued by the Mortgage Loan Seller and BCHI Secretary of Delaware with respect to Prudential, a certificate of good standing issued by the Secretary of State of the State of Delaware with respect to CLF and the general partner of CLF, each dated not earlier than thirty (30) 45 days prior to the Closing Date, and upon which the Interested Parties may rely; (vif) A certificate of the Mortgage Loan Seller general partner of CLF substantially in the form of Exhibit D-3 A-2 hereto, executed by an the authorized officer signatory of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf general partner of CLF and dated the Closing Date, and upon which the Interested Parties may rely; (viig) A certificate of BCHI Bedford substantially in the form of Exhibit D-4 B-2 hereto, executed by an the authorized officer signatory of BCHI on BCHI’s behalf Bedford and dated the Closing Date, and upon which the Interested Parties may rely; (viiih) A certificate of Prudential substantially in the form of Exhibit C-2 hereto, executed by the authorized signatory of Prudential and dated the Closing Date; (i) A written opinion of in-house or independent Paul H. McDowell, Esq., xx xther counsel for CLF, a written opinion of Robert Lloyd, Esq., ox xther counsel for Bedford, and a written opinion of Fred Robustelli, Xxx., xx xther counsel for Prudential, each, in form and substance satisfactory to the Company, and subject to such reasonable assumptions and qualifications as may be required by counsel for each Seller and acceptable to counsel for the Mortgage Loan Seller and BCHICompany), dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHI, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the PurchaserCompany, the Underwriters (only and each Rating Agency, and MBIA, together with respect to the Preliminary Prospectus) and the Initial 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 Preliminary Prospectus and in the Preliminary Private Placement Memorandum (such other written opinions 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 required 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange ActAgency; and (xvj) Such further certificates, opinions and documents as the Purchaser Company may reasonably request or any Rating Agency may requirerequest.

Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following 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”), as applicable, and upon which such Interested Parties may relyfollowing: (ia) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (iib) The the Indemnification Agreement, Agreement duly executed and delivered by the respective parties theretoSeller, the Purchaser and each of SSBI, Greenwich Capital, CSFB, J.P. Morgan and Wachovia Securities. (c) the Xxxxxxx xxx Servicing Agreement duly executed and delivered by SBMS VII, the Master Servicer, the Special Servicer and the Trustee; (iiid) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, SSBI, Greenwich Capital, CSFB, J.P. Morgan, Wachovia Securities and the Rating Agencies (collectively, thx "Xxxerested Parties") may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller, as in full force and effect on the date hereof, and the Resolutions described in clause (g) below; (ive) A Secretary’s Certificate a certificate of good standing with respect to the Seller issued by the Secretary of State of the State of Delaware dated not earlier than 10 days prior to the Closing Date; (f) a certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by the Secretary an executive officer or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each authorized signatory of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viig) A certificate resolutions of BCHI substantially the Seller authorizing the transactions contemplated by this Agreement, which resolutions will be in the form full force and effect, and will not have been rescinded, as of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiih) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISidley Austin Brown & Wood, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of as special counsel for the Mortgage Loan Seller Seller, substantially xx xxx xxxx of Xxxibit D-3A hereto (with any modifications required by any Rating Agency, and BCHIsubject to such reasonable assumptions, dated the Closing Date qualifications and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special limitations as may be requested by counsel for the Mortgage Loan SellerSeller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser, each of the Underwriters (only with respect other parties to the Preliminary ProspectusPooling and Servicing Agreement and each of the other Interested Parties; (i) and the Initial Purchasers such other written opinions as may be required by either Rating Agency (only with respect including, without limitation, a favorable opinion as to the Preliminary Private Placement Memorandum"true sale" characterization of the transfer of the Mortgage Loans contemplated by this Agreement); (j) a written letter of Sidley Austin Brown & Wood, as special counsel to the Seller, substantially xx xxx Xxxx of Xxxxbit D-3B, relating to the information disclosure in the Prospectus regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan SellerAMCC, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) Purchaser and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions each of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 (except for 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 the date thereof;Rating Agencies); and (xiiik) One one or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants' comfort letters, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed toaddressed, and in form and substance acceptable toreasonably acceptable, the Interested Parties (other than the Rating Agencies)to SSBI, stating in effect thatGreenwich Capital, using the assumptions CSFB, J.P. Morgan and methodology used by the Mortgage Loan SellerWachovia Securities, 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 relating to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage regaxxxxx xxx Xortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth contained in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results Memorandum that is of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirestatistical nature.

Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following 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”), as applicable, and upon which such Interested Parties may relyfollowing: (i) This this Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 D-1A hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which CSFB Mortgage Securities, CSFB Corporation, the other Underwriters and the Rating Agencies (collectively, for purposes of this Section 7, the "Interested Parties Parties") may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Seller authorizing the Seller's entering into the transactions contemplated by this Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 30 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate a Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-1B hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s 's behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the Mortgage Loan Seller’s Pooling and BCHI’s due authorizationServicing Agreement, execution and delivery which opinion shall be substantially in the form of this Agreement and the Indemnification AgreementExhibit D-2A hereto (with such additions, deletions or modifications as may be required by either Rating Agency); (ixvii) A a written opinion of Sidley Xxxxxx Xxxxx & Xxxx, special counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating respective parties to the enforceability Pooling and Servicing Agreement, which opinion shall be substantially in the form of this Agreement against the Mortgage Loan Seller and BCHIExhibit D-2B hereto (with such additions, deletions or modifications as may be required by either Rating Agency); (xviii) A letter from a written opinion of Sidley Xxxxxx Xxxxx & Xxxx, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, Interested Parties and the Underwriters (only with respect respective parties to the Preliminary Prospectus) Pooling and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Servicing Agreement, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-2C hereto (with such additions, deletions or modifications 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 Preliminary 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 misleadingrequired by either Rating Agency); (xiix) A a letter from Sidley Xxxxxx Xxxxx & Xxxx, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the PurchaserCSFB Mortgage Securities, the Underwriters (only with respect to the Prospectus) CSFB Corporation and the Initial Purchasers other Underwriters, which letter shall be substantially in the form of Exhibit D-2D hereto; (only with respect to x) one or more comfort letters from Xxxxxx Xxxxxxxx LLP, certified public accountants, dated the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions date of any preliminary Prospectus Supplement and of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement MemorandumSupplement, respectively, and addressed to, and in form and substance acceptable to, CSFB Mortgage Securities, CSFB Corporation, the Interested Parties (other than the Rating Agencies)Underwriters and their respective counsel, stating in effect that, using the assumptions and methodology used by the CSFB Mortgage Loan Seller, the Purchaser, the Underwriters or the Initial Purchasers, as applicableSecurities, all of which shall be described in such letters, and which shall include a comparison of certain mortgage loan-related documents to the 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 Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement MemorandumProspectus Supplement, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, and found each such number and percentage set forth in the Preliminary any preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement MemorandumSupplement, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxi) Such such further certificates, opinions and documents as the Purchaser may reasonably request prior to the Closing Date or any Rating Agency may requirerequire and in a form reasonably acceptable to the Purchaser and the Seller.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHIthe LC Guarantors; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate of an Authorized Person substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary Authorized Person of BCHILCFH, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LCFH authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of BCHILCFH; (v) An Officer’s Certificate substantially in the form of Exhibit D-3 hereto, executed by the Secretary or an assistant secretary of XX XXXX, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of XX XXXX authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vi) An Officer’s Certificate substantially in the form of Exhibit D-4 hereto, executed by the Secretary or an assistant secretary of LC TRS, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of LC TRS authorizing such party’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of LCFH; (vii) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; and a certificate of good standing with respect to LCFH issued by the Secretary of the State of Delaware not earlier than fifteen (15) days prior to the Closing Date, and upon which the Interested Parties may rely; (viviii) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-5 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of BCHI LCFH substantially in the form of Exhibit D-4 D-6 hereto, executed by an authorized executive officer of BCHI LCFH on BCHILCFH’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiix) A certificate of XX XXXX substantially in the form of Exhibit D-7 hereto, executed by an executive officer of XX XXXX on XX XXXX’x behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xi) A certificate of LC TRS substantially in the form of Exhibit D-8 hereto, executed by an executive officer of LC TRS on LC TRS’ behalf and dated the Closing Date, and upon which the Interested Parties may rely; (xii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIeach LC Guarantor’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixxiii) A written opinion of special counsel for the Mortgage Loan Seller and BCHIthe LC Guarantors, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIeach of the LC Guarantors; (xxiv) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xixv) A letter from special counsel for the Mortgage Loan SellerSeller and the LC Guarantors, dated the 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 agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xiixvi) 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 the date thereof; (xiiixvii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xivxviii) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxix) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHIBSPRT; (ii) The Indemnification Agreement, duly executed by the respective parties thereto; (iii) A Secretary’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHIBSPRT, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHIBSPRT; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI BSPRT issued by the Secretary of State of the State of Delaware and the Secretary of State of the State of Maryland, respectively, not earlier than thirty fifteen (3015) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (vii) A certificate of BCHI BSPRT substantially in the form of Exhibit D-4 hereto, executed by an authorized executive officer of BCHI BSPRT on BCHIBSPRT’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIBSPRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHIBSPRT’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of special counsel for the Mortgage Loan Seller and BCHIBSPRT, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHIBSPRT; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) and the Initial 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 Preliminary 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 Preliminary 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; (xi) A letter from special counsel for the Mortgage Loan Seller, dated the 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 agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xii) 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 the date thereof; (xiii) 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 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 Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, the Mortgage Loan Seller and BCHILiberty Island Group; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an 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 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 SellerSeller and Liberty Island Group; (iv) A Secretary’s Certificate substantially in certificate of good standing with respect to the form of Exhibit D-2 hereto, executed Mortgage Loan Seller issued by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated State of Delaware not earlier than 15 days prior to the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A ; and a certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI Liberty Island Group issued by the Secretary of State of the State of Delaware not earlier than thirty (30) 15 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificates of each of the Mortgage Loan Seller and Liberty Island Group, in each case substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan 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 Interested Parties may rely; (vii) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiivi) A written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the Mortgage Loan Seller’s and BCHILiberty Island Group’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHILiberty Island Group, dated the Closing Date and addressed to the Interested Parties and the TrusteeTrustee and the other parties to the Pooling and Servicing Agreement, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHILiberty Island Group; (xviii) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the Closing Date and addressed to the PurchaserPurchaser (only with respect to the Preliminary Private Placement Memorandum), the Underwriters (only with respect to the Preliminary Free Writing Prospectus) and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans Loan set forth in agreed upon sections of the Preliminary 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 Preliminary 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 LoansLoan, 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 LoansLoan, the related borrowers or the related Mortgaged Properties, in the light of the circumstances under which they were made, not misleading; (xiix) A letter from special counsel for the Mortgage Loan SellerSeller and Liberty Island Group, dated the 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 Loan set forth in agreed upon portions sections of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 Mortgage LoansLoan, 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 or the Mortgage LoansLoan, 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 LoansLoan, the related borrowers or the related Mortgaged Properties, the agreed upon portions of the Prospectus are is appropriately responsive in all material respects to the applicable requirements of Regulation AB; (xiix) 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 Loan 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 the date thereof; (xiiixi) 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 Preliminary 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 loanloan related-related documents to the 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 Loan set forth in the Preliminary 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 Preliminary 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 Preliminary 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; (xivxii) 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 Certificate of the Mortgage Loan Seller regarding origination of the Mortgage Loans Loan by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxiii) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.

Closing Documents. The Purchaser or its designee Closing Documents shall have received all consist of the following 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”), as applicable, and upon which such Interested Parties may relyfollowing: (ia) This Agreement, this Agreement duly executed and delivered by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (iib) The the Indemnification Agreement, Agreement duly executed and delivered by the respective parties theretoSeller, the Purchaser and each of SSBI, Greenwich Capital, CSFB, J.P. Morgan and Wachovia Securities. (c) the Pooling axx Xxxxxxxxg Agreement duly executed and delivered by SBMS VII, the Master Servicer, the Special Servicer and the Trustee; (iiid) A Secretary’s an Officer's Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties Purchaser, SSBI, Greenwich Capital, CSFB, J.P. Morgan, Wachovia Securities and the Rating Agencies (collectivelx, xxx "Xxxerested Parties") may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller, as in full force and effect on the date hereof, and the Resolutions described in clause (g) below; (ive) A Secretary’s Certificate a certificate of good standing with respect to the Seller issued by the Secretary of State of the State of Maryland dated not earlier than 10 days prior to the Closing Date; (f) a certificate of the Seller substantially in the form of Exhibit D-2 hereto, executed by the Secretary an executive officer or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each authorized signatory of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware not earlier than thirty (30) days prior to the Closing Date, and upon which the Interested Parties may rely; (vi) A certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 hereto, executed by an authorized officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viig) A certificate resolutions of BCHI substantially the Seller authorizing the transactions contemplated by this Agreement, which resolutions will be in the form full force and effect, and will not have been rescinded, as of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viiih) A a written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHIKilpatrick Stockton LLP, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to the Mortgage Loan Seller’s and BCHI’s due authorization, execution and delivery of this Agreement and the Indemnification Agreement; (ix) A written opinion of as special counsel for the Mortgage Loan Seller Seller, substantixxxx xx xxx xxxx xx Exhibit D-3A hereto (with any modifications required by any Rating Agency, and BCHIsubject to such reasonable assumptions, dated the Closing Date qualifications and addressed to the Interested Parties and the Trustee, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special limitations as may be requested by counsel for the Mortgage Loan SellerSeller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser, each of the Underwriters (only with respect other parties to the Preliminary Prospectus) Pooling and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon sections Servicing Agreement and each of the Preliminary 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 Preliminary 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 misleadingother Interested Parties; (xii) A letter from a written opinion of Kilpatrick Stockton LLP, as special counsel for the Mortgage Loan Seller, substantixxxx xx xxx xxxx xx Exhibit D-3B hereto (with any modifications required by any Rating Agency, and subject to such reasonable assumptions, qualifications and limitations as may be requested by counsel for the Seller and acceptable to counsel for the Purchaser), dated the Closing Date and addressed to the Purchaser, each of the Underwriters (only with respect other parties to the Prospectus) Pooling and the Initial Purchasers (only with respect to the Private Placement Memorandum), relating to the information regarding the Mortgage Loans set forth in agreed upon portions Servicing Agreement and each of the Prospectus and the Private Placement Memorandum (as the same may be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABother Interested Parties; (xiij) Copies of all such other written opinions rendered as may be required by counsel for the Mortgage Loan Seller either Rating Agency (including, without limitation, a favorable opinion as to the Rating Agencies in connection with the transactions contemplated by this Agreement, including, but not limited to, with respect to the "true sale" characterization of the transfer of the Mortgage Loans hereunder Loan contemplated by this Agreement); (k) a written letter of Sutherland Asbill & Brennan LLP, as a true salespecial counsel to the Seller, with each such opinion suxxxxxxxxxxx xx xxe Fxxx xx Exhibit D-3C, relating to be the disclosure in the Prospectus regarding the Mortgage Loan and Allied, dated the Closing Date and addressed to the Purchaser and each of the other Interested Parties and (except for 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 the date thereof;Rating Agencies); and (xiiil) One one or more agreed-upon procedures letters from a nationally recognized firm of certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants' comfort letters, dated (A) the date of the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus and the Private Placement Memorandum, respectively, and addressed toaddressed, and in form and substance acceptable toreasonably acceptable, the Interested Parties (other than the Rating Agencies)to SSBI, stating in effect thatGreenwich Capital, using the assumptions CSFB, J.P. Morgan and methodology used by the Mortgage Loan SellerWachovia Securities, 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 relating to the information set forth in the Master Tape (as defined in the Indemnification Agreement), they have recalculated such numbers and percentages relating to the Mortgage regaxxxxx xxx Xortgage Loans set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and set forth contained in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results Memorandum that is of their calculations to the corresponding items in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in the Preliminary Prospectus and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xv) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may requirestatistical nature.

Closing Documents. The Purchaser or its designee shall have received all of the following 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”), as applicable, and upon which such the Interested Parties may rely: (i) This Agreement, duly executed by the Purchaser, Purchaser and the Mortgage Loan Seller and BCHISeller; (ii) The Each of the Pooling and Servicing Agreement and the Indemnification Agreement, duly executed by the respective parties thereto; (iii) A SecretaryAn Officer’s Certificate substantially in the form of Exhibit D-1 hereto, executed by the Secretary or an assistant secretary of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits (A) the resolutions of the board of directors of the Mortgage Loan Seller authorizing the Mortgage Loan Seller’s entering into the transactions contemplated by this Agreement and the Indemnification Agreement, and (B) the organizational documents of the Mortgage Loan Seller; (iv) A Secretary’s Certificate substantially in the form of Exhibit D-2 hereto, executed by the Secretary or an assistant secretary of BCHI, in his or her individual capacity, and dated the Closing Date, and upon which the Interested Parties may rely, attaching thereto as exhibits the organizational documents of BCHI; (v) A certificate of good standing with respect to each of the Mortgage Loan Seller and BCHI issued by the Secretary of State of the State of Delaware New York not earlier than thirty (30) 60 days prior to the Closing Date, and upon which the Interested Parties may rely; (viv) A certificate Certificate of the Mortgage Loan Seller substantially in the form of Exhibit D-3 D-2 hereto, executed by an authorized executive officer of the Mortgage Loan Seller on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viivi) A certificate of BCHI substantially in the form of Exhibit D-4 hereto, executed by an authorized officer of BCHI on BCHI’s behalf and dated the Closing Date, and upon which the Interested Parties may rely; (viii) A The written opinion of in-house or independent counsel for the Mortgage Loan Seller and BCHISeller, dated the Closing Date and addressed to the Interested Parties and the Trustee, relating to which opinion shall be substantially in the Mortgage Loan Seller’s and BCHI’s due authorizationform of Exhibit D-3A hereto (with such additions, execution and delivery of this Agreement and the Indemnification Agreementdeletions or modifications as may be required by either Rating Agency); (ixvii) A written opinion of special counsel for the Mortgage Loan Seller and BCHICadwalader, dated the Closing Date and addressed to the Interested Parties and the TrusteeXxxxxxxxxx & Xxxx LLP, relating to the enforceability of this Agreement against the Mortgage Loan Seller and BCHI; (x) A letter from special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Preliminary Prospectus) Interested Parties and the Initial Purchasers (only with respect to the Preliminary Private Placement Memorandum)Trustee, relating to the information regarding the Mortgage Loans set forth in agreed upon sections of the Preliminary Prospectus and which opinion shall be substantially in the Preliminary Private Placement Memorandum form of Exhibit D-3B hereto (with such additions, deletions or modifications 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 Preliminary 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 misleadingrequired by either Rating Agency); (xiviii) A letter from Cadwalader, Xxxxxxxxxx & Xxxx LLP, special counsel for the Mortgage Loan Seller, dated the Closing Date and addressed to the Purchaser, the Underwriters (only with respect to the Prospectus) BSCMSI and the Initial Purchasers (only with respect to the Private Placement Memorandum)Underwriters, relating to the information regarding the Mortgage Loans set forth in agreed upon portions of the Prospectus and the Private Placement Memorandum (as the same may which letter shall be amended or supplemented on or before the Closing Date) substantially to the effect that (a) nothing has come to such special counsel’s attention that would lead such special counsel to believe that the agreed upon portions of the 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 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 or the Mortgage Loans, in the light form 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 agreed upon portions of the Prospectus are appropriately responsive in all material respects to the applicable requirements of Regulation ABExhibit D-3C hereto; (xiiix) Copies 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 the date thereof; (xiiix) One or more agreed-upon procedures comfort letters from a nationally recognized firm of Deloitte & Touche LLP, certified public accountants acceptable to the Underwriters and the Initial Purchasersaccountants, dated (A) the date of any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and (B) the date of the Prospectus 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 BSCMSI or the Initial PurchasersUnderwriters, 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 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 any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and set forth in the Prospectus and the Private Placement Memorandum, respectively, and have compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Preliminary Prospectus Supplement and the Preliminary Private Placement Memorandum, and in the Prospectus and the Private Placement Memorandum, respectively, to be in agreement with the results of such calculations; (xiv) 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 regarding origination of the Mortgage Loans by specified originators as set forth in Section 3(a)(41) of the Exchange Act; and (xvxi) Such further certificates, opinions and documents as the Purchaser may reasonably request or any Rating Agency may require.