Common use of Company’s Conditions to Closing Clause in Contracts

Company’s Conditions to Closing. The obligations of the Company under this Agreement shall be subject to the satisfaction, on the Closing Date, or such other date specified herein, of the following conditions: (a) The obligations of the Mortgage Loan Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date specified in such representation and warranty or, if no such date is specified, as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Company shall have received a certificate to that effect signed by an authorized officer of the Mortgage Loan Seller, upon which the Company and the Underwriters may rely. (b) The Company or its designee shall have received all of the following closing documents, in such forms as are agreed upon and acceptable to the Company and in form and substance satisfactory to the Company, the Underwriters and their respective counsel, duly executed by all signatories other than the Company as required pursuant to the respective terms thereof: (i) with respect to each Mortgage Loan, the related Mortgage Note, which Mortgage Note shall be delivered to and held by the Trustee on behalf of the Company; (ii) the final Mortgage Loan Schedule; (iii) an officer's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B, upon which the Underwriters may rely; (iv) a certificate of the Mortgage Loan Seller, dated the Closing Date, and upon which the Company and the Underwriters may rely, to the effect that representatives of the Mortgage Loan Seller have carefully examined the Time of Sale Information and the Final Prospectus and nothing has come to the attention of the Mortgage Loan Seller that would lead the Mortgage Loan Seller to believe that the Time of Sale Information, as of the Time of Sale or as of the Closing Date, or the Final Prospectus, as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading; (v) an opinion of Mortgage Loan Seller's counsel, subject to customary exceptions and carve-outs, which states in substance the opinions set forth on Exhibit C hereto; (vi) such other documents, certificates and opinions relating to the Mortgage Loans or the Mortgage Loan Seller as may be necessary to secure for the Certificates the following ratings by Standard & Poor's Rating Services ("S&P") and Fitch, Inc. ("Fitch") and together with S&P, the "Rating Agencies") for the Class A-1 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-2 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-3 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-AB Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-4 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-1A Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-M Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-J Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class B Certificates, a "AA" by S&P and a "AA" by Fitch; for the Class C Certificates, a "AA-" by S&P and a "AA-" by Fitch; for the Class X-W Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class D Certificates, a "A" by S&P, and a "A" by Fitch; for the Class E Certificates, a "A-" by S&P and a "A-" by Fitch; for the Class F Certificates, a "BBB+" by S&P and a "BBB+" by Fitch; for the Class G Certificates, a "BBB" by S&P and a "BBB" by Fitch; for the Class H Certificates, a "BBB-" by S&P and a "BBB-" by Fitch; for the Class J Certificates, a "BB+" by S&P and a "BB+" by Fitch; for the Class K Certificates, a "BB" by S&P and a "BB" by Fitch; for the Class L Certificates, a "BB-" by S&P and a "BB-" by Fitch; for the Class M Certificates, a "B+" by S&P and a "B+" by Fitch; for the Class N Certificates, a "B" by S&P and a "B" by Fitch; for the Class O Certificates, a "B-" by S&P and a "B-" by Fitch; and the Class P Certificates will not be rated by any rating agency;

Company’s Conditions to Closing. The obligations of the Company under this Agreement shall be subject to the satisfaction, on the Closing Date, or such other date specified herein, of the following conditions: (a) The obligations of the Mortgage Loan Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date specified in such representation and warranty or, if no such date is specified, as of the Closing Dateall material respects, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a material default under this Agreement, and the Company shall have received a certificate to that effect signed by an authorized officer of the Mortgage Loan Seller, upon which the Company and the Underwriters may rely. (b) The Company or its designee shall have received all of the following closing documents, in such forms as are agreed upon and acceptable to the Company and in form and substance satisfactory to the Company, the Underwriters and their respective counsel, duly executed by all signatories other than the Company as required pursuant to the respective terms thereof: (i) with respect to each Mortgage Loan, the related Mortgage NoteFile, which Mortgage Note Files shall be delivered to and held by the Trustee on behalf of the Company; (ii) the final Mortgage Loan Schedule; (iii) an officer's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B, upon which the Underwriters may rely; (iv) a certificate of the Mortgage Loan Seller, dated the Closing Date, and upon which the Company and the Underwriters may rely, to the effect that representatives of the Mortgage Loan Seller have carefully examined the Time of Sale Information and the Final Prospectus and nothing has come to the attention of the Mortgage Loan Seller that would lead the Mortgage Loan Seller to believe that the Time of Sale Information, as of the Time of Sale or as of the Closing Date, or the Final Prospectus, as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading; (v) an opinion of Mortgage Loan Seller's counsel, subject to customary exceptions and carve-outs, in form and substance reasonably acceptable to the Company and its counsel and the Rating Agencies, which states in substance the opinions set forth on Exhibit C hereto;, and (viv) such other documents, certificates and opinions relating as the Company may reasonably request to effectuate the transactions contemplated by this Agreement. (c) The Mortgage Loan Seller hereby agrees to furnish such other information, documents, certificates, letters or opinions with respect to the Mortgage Loans or the Mortgage Loan Seller itself as may be necessary to secure reasonably requested by the Company in order for the Certificates Company to perform any of its obligations or satisfy any of the following ratings by Standard & Poor's Rating Services ("S&P") and Fitch, Inc. ("Fitch") and together with S&Pconditions on its part to be performed or satisfied pursuant to the Underwriting Agreement, the "Rating Agencies") for the Class A-1 Certificates, a "AAA" by S&P Pooling and a "AAA" by Fitch; for the Class A-2 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-3 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-AB Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-4 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-1A Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-M Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-J Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class B Certificates, a "AA" by S&P and a "AA" by Fitch; for the Class C Certificates, a "AA-" by S&P and a "AA-" by Fitch; for the Class X-W Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class D Certificates, a "A" by S&P, and a "A" by Fitch; for the Class E Certificates, a "A-" by S&P and a "A-" by Fitch; for the Class F Certificates, a "BBB+" by S&P and a "BBB+" by Fitch; for the Class G Certificates, a "BBB" by S&P and a "BBB" by Fitch; for the Class H Certificates, a "BBB-" by S&P and a "BBB-" by Fitch; for the Class J Certificates, a "BB+" by S&P and a "BB+" by Fitch; for the Class K Certificates, a "BB" by S&P and a "BB" by Fitch; for the Class L Certificates, a "BB-" by S&P and a "BB-" by Fitch; for the Class M Certificates, a "B+" by S&P and a "B+" by Fitch; for the Class N Certificates, a "B" by S&P and a "B" by Fitch; for the Class O Certificates, a "B-" by S&P and a "B-" by Fitch; and the Class P Certificates will not be rated by any rating agency;Servicing Agreement or this Agreement.

Company’s Conditions to Closing. The obligations of the Company under this Agreement shall be subject to the satisfaction, on the Closing Date, or such other date specified herein, of the following conditions: (a) The obligations of the Mortgage Loan Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date specified in such representation hereof and warranty or, if no such date is specified, as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Company shall have received a certificate to that effect signed by an authorized officer of the Mortgage Loan Seller, upon which the Company and the Underwriters may rely. (b) The Company or its designee shall have received all of the following closing documents, in such forms as are agreed upon and acceptable to the Company and in form and substance satisfactory to the Company, the Underwriters Underwriter and their respective counsel, duly executed by all signatories other than the Company as required pursuant to the respective terms thereof: (i) with respect to each Mortgage LoanAsset, the related Mortgage NoteFile, which Mortgage Note Files shall be delivered to and held by the Trustee on behalf of the Company; (ii) the final Mortgage Loan Schedule; (iii) an officer's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B, upon which the Underwriters may rely; (iv) a certificate of the Mortgage Loan Seller, dated the Closing Date, and upon which the Company and the Underwriters may rely, to the effect that representatives of the Mortgage Loan Seller have carefully examined the Time of Sale Information and the Final Prospectus and nothing has come to the attention of the Mortgage Loan Seller that would lead the Mortgage Loan Seller to believe that the Time of Sale Information, as of the Time of Sale or as of the Closing Date, or the Final Prospectus, as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading; (v) an opinion of Mortgage Loan Seller's counsel, subject to customary exceptions and carve-outs, which states state in substance the opinions set forth on Exhibit C hereto; (viv) such other documents, certificates and opinions relating to the Mortgage Loans or the Mortgage Loan Seller as may be necessary to secure for the Certificates the following ratings by Standard & Poor's Rating Services ("S&P") and Fitchfrom Fitch IBCA, Inc. ("Fitch") and together Xxxxx'x Investors Service, Inc. ("Moody's", and collectively with S&PFitch, the "Rating Agencies") ), respectively: for each of the Class A-1 A-1, Class A-2 and Class X Certificates, a "AAA" by S&P and a "AAAAaa" by Fitch; for the Class A-2 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-3 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-AB Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-4 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-1A Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-M Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-J Certificates, a "AAA" by S&P and a "AAA" by Fitchrating; for the Class B Certificates, a "AA" by S&P and a "AAAa2" by Fitchrating; for the Class C Certificates, a an "AA-A" by S&P and a "AA-A2" by Fitch; for the Class X-W Certificates, a "AAA" by S&P and a "AAA" by Fitchrating; for the Class D Certificates, a "A" by S&PBBB", and a "ABaa2" by Fitchrating; for the Class E Certificates, a "A-BBB-", and "Baa3" by S&P and a "A-" by Fitchrating; for the Class F Certificates, a "BBB+BB" by S&P and a "BBB+Ba2" by Fitchrating; for the Class G Certificates, a "BBBB" by S&P and a "BBBB2" by Fitchrating; for the Class H Certificates, a "BBB-" by S&P and a "BBB-" by Fitch; for the Class J Certificates, a "BB+" by S&P and a "BB+" by Fitch; for the Class K Certificates, a "BB" by S&P and a "BB" by Fitch; for the Class L Certificates, a "BB-" by S&P and a "BB-" by Fitch; for the Class M Certificates, a "B+Ba2" rating by S&P and a "B+" by FitchMoody's; for the Class N Certificates, a "B" by S&P and a "B" by Fitch; for the Class O Certificates, a "B-" by S&P and a "B-" by Fitch; and the Class P Certificates will not be rated by any rating agency;and

Company’s Conditions to Closing. The obligations of the Company under this Agreement shall be subject to the satisfaction, on the Closing Date, or such other date specified herein, of the following conditions: (a) The obligations of the Mortgage Loan Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date specified in such representation hereof and warranty or, if no such date is specified, as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Company shall have received a certificate to that effect signed by an authorized officer of the Mortgage Loan Seller, upon which the Company and the Underwriters may rely. (b) The Company or its designee shall have received all of the following closing documents, in such forms as are agreed upon and acceptable to the Company and in form and substance satisfactory to the Company, the Underwriters Underwriter and their respective counsel, duly executed by all signatories other than the Company as required pursuant to the respective terms thereof: (i) with respect to each Mortgage LoanAsset, the related Mortgage NoteFile, which Mortgage Note Files shall be delivered to and held by the Trustee on behalf of the Company; (ii) the final Mortgage Loan Schedule; (iii) an officer's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B, upon which the Underwriters may rely; (iv) a certificate of the Mortgage Loan Seller, dated the Closing Date, and upon which the Company and the Underwriters may rely, to the effect that representatives of the Mortgage Loan Seller have carefully examined the Time of Sale Information and the Final Prospectus and nothing has come to the attention of the Mortgage Loan Seller that would lead the Mortgage Loan Seller to believe that the Time of Sale Information, as of the Time of Sale or as of the Closing Date, or the Final Prospectus, as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading; (v) an opinion of Mortgage Loan Seller's counsel, subject to customary exceptions and carve-outs, which states state in substance the opinions set forth on Exhibit C hereto, and, in addition, an opinion delivered on the date of the Prospectus as to the matters set forth in the last paragraph of Exhibit C hereto; (viv) such other documents, certificates and opinions relating to the Mortgage Loans or the Mortgage Loan Seller as may be necessary to secure for the Certificates the following ratings by Standard & Poor's Rating Services from Fitch Investors Service, L.P. ("S&PFitch") and Fitch), Mxxxx'x Investors Service, Inc. ("FitchMoody's") and together Duff & Pxxxxx Credit Rating Company ("DCR", and collectively with S&PFitch and Mxxxx'x, the "Rating Agencies") ), respectively: for each of the Class A-1 A-0, X-0X, X-0X, X-0X, X-0X, Class X-1A, Class X-1B, Class X-2 Certificates, a "AAA", "Aaa" by S&P and a "AAA" by Fitch; for the Class A-2 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-3 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-AB Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-4 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-1A Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-M Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-J Certificates, a "AAA" by S&P and a "AAA" by Fitchrating; for the Class B Certificates, a "AA", "Aa2" by S&P and a "AA" by Fitchrating; for the Class C Certificates, a "AA-", "Aa3" by S&P and a "AA-" by Fitch; for the Class X-W Certificates, a "AAA" by S&P and a "AAA" by Fitchrating; for the Class D Certificates, a "AA-", "A2" by S&P, and a "A" by Fitchrating; for the Class E Certificates, a "A-", "A3" by S&P and a "A-" by Fitchrating; for the Class F Certificates, a "BBB+BBB", "Baa2" by S&P and a "BBB+BBB" by Fitchrating; for the Class G Certificates, a "BBBBBB-" by S&P and a "BBB" rating by Fitch; for the Class H Certificates, a "BBB-BB" by S&P and a "BBB-" rating by Fitch; for the Class J Certificates, a "BB+" by S&P and a "BB+" by Fitch; for the Class K Certificates, a "BB" by S&P and a "BB" by Fitch; for the Class L Certificates, a "BB-" by S&P and a "BB-" by Fitch; for the Class M Certificates, a "B+Baa2" and "BBB" rating by S&P Moody's and a "B+" by Fitch, respectively; for the Class N Certificates, a "B" by S&P and a "B" by Fitch; for the Class O Certificates, a "B-" by S&P and a "B-" by Fitch; and the Class P Certificates will not be rated by any rating agency;and

Company’s Conditions to Closing. The obligations Company’s obligation to sell Class D Units to the Investor is subject to acceptance by the Company of the Company under this Agreement shall be subject Investor’s subscription (“Acceptance”) and, after Acceptance, to fulfillment, prior to or at the satisfactiontime of such admission, on the Closing Date, or such other date specified herein, of each of the following conditionsconditions subsequent: (a) The obligations Investor, if an entity, is, and shall at all times while it holds Class D Units remain, duly organized, validly existing and in good standing under the laws of the Mortgage Loan Seller required state or other jurisdiction of the United States of America of its incorporation or organization, having full power and authority to own its properties and to carry on its business as conducted. Investor, if a natural person, is eighteen (18) years of age or older, competent to enter into a contractual obligation, and a citizen or resident of the United States of America. (b) Investor makes, completes and delivers with this Subscription Agreement the Investor Representations and Questionnaire accompanying this Subscription Agreement (the “Investor Representations”), which shall be performed by it at or prior to the Closing Date pursuant to the terms incorporated in and deemed an integral part of this Subscription Agreement shall have been duly performed as though fully set forth herein. (c) Investor completes and complied delivers with and all this Subscription Agreement the Power of the Attorney attached hereto as Exhibit A. (d) The representations and warranties of Investor set forth in this Subscription Agreement and the Mortgage Loan Seller under this Agreement Investor Representations shall be true and correct at the time of the sale and issuance of the Class D Units. In particular, the information that Investor has furnished herein, including (without limitation) the information furnished in the Investor Representations as to whether Investor qualifies as (i) an “accredited investor” as that term is defined in Rule 501 under Regulation D promulgated under the Securities Act of 1933, as amended (the “Act”) and/or (ii) a “qualified purchaser” as that term is defined in Regulation A promulgated under the Act, is correct and complete as of the date specified in such representation of this Subscription Agreement and warranty orwill be correct and complete on the date, if no such date is specifiedany, as that the Company accepts this subscription. Further, Investor shall immediately notify the Company of any change in any statement made herein prior to the Investor’s receipt of the Closing Date, and no event shall have occurred which, with notice or the passage Company’s acceptance of time, or both, would constitute a default under this Subscription Agreement, including, without limitation, Investor’s status as an “accredited investor” and/or “qualified purchaser”. The representations and the Company shall have received a certificate to that effect signed warranties made by an authorized officer of the Mortgage Loan Seller, Investor may be fully relied upon which by the Company and the Underwriters may relyby any investigating party relying on them. (e) At no time has it been expressly or implicitly represented, guaranteed or warranted to the Investor by the Company or any other person that: (a) A percentage of profit and/or amount or type of gain or other consideration will be realized as a result of this investment; or (b) The past performance or experience on the part of the Company and/or its officers or directors does not in any way indicate the predictable or probable results of the ownership of the the Class D Units or the overall Company venture. The Investor understands that the Class D Units being purchased are a speculative investment which involves a substantial degree of risk of loss, and the Investor understands and is fully cognizant of the risk factors related to the purchase of the Class D Units. The Investor understands that any forecasts or predictions as to the Company’s performance are based on estimates, assumptions and forecasts that the Company believes to be reasonable but that may prove to be materially incorrect, and no assurance is given that actual results will correspond with the results contemplated by the various forecasts. The Investor is able to bear the economic risk of this investment and, without limiting the generality of the foregoing, is able to hold this investment for an indefinite period of time. The Investor has adequate means to provide for the Investor’s current needs and personal contingencies and has a sufficient net worth to sustain the loss of the Investor’s entire investment in the Company. (f) The Investor represents and warrants that the execution and delivery of this Subscription Agreement, the consummation of the transactions contemplated thereby and hereby and the performance of the obligations thereunder and hereunder will not conflict with or result in any violation of or default under any provision of any other agreement or instrument to which the Investor is a party or any license, permit, franchise, judgment, order, writ or decree, or any statute, rule or regulation, applicable to Investor. Investor confirms that the consummation of the transactions envisioned herein, including, but not limited to, Investor’s purchase of the Class D Units, will not violate any foreign law and that such transactions are lawful in Investor’s country of citizenship and residence. (g) Investor has deposited a cash sum in the Subscription Account equal to the Class D Unit Subscription Amount. (h) All proceedings in connection with the transactions contemplated hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Manager and to the Company, and the Manager, the Company or its designee Company Counsel shall have received all such counterpart originals or certified or other copies of the following closing documents, in such forms documents as are agreed upon and acceptable to the Company and in form and substance satisfactory to the Company, the Underwriters and their respective counsel, duly executed by all signatories other than the Company as required pursuant to the respective terms thereof: (i) with respect to each Mortgage Loan, the related Mortgage Note, which Mortgage Note shall be delivered to and held by the Trustee on behalf of the Company; (ii) the final Mortgage Loan Schedule; (iii) an officer's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B, upon which the Underwriters may rely; (iv) a certificate of the Mortgage Loan Seller, dated the Closing Date, and upon which the Company and the Underwriters may rely, to the effect that representatives of the Mortgage Loan Seller have carefully examined the Time of Sale Information and the Final Prospectus and nothing has come to the attention of the Mortgage Loan Seller that would lead the Mortgage Loan Seller to believe that the Time of Sale Information, as of the Time of Sale or as of the Closing Date, or the Final Prospectus, as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading; (v) an opinion of Mortgage Loan Seller's counsel, subject to customary exceptions and carve-outs, which states in substance the opinions set forth on Exhibit C hereto; (vi) such other documents, certificates and opinions relating to the Mortgage Loans or the Mortgage Loan Seller as may be necessary to secure for the Certificates the following ratings by Standard & Poor's Rating Services ("S&P") and Fitch, Inc. ("Fitch") and together with S&P, the "Rating Agencies") for the Class A-1 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-2 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-3 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-AB Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-4 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-1A Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-M Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-J Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class B Certificates, a "AA" by S&P and a "AA" by Fitch; for the Class C Certificates, a "AA-" by S&P and a "AA-" by Fitch; for the Class X-W Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class D Certificates, a "A" by S&P, and a "A" by Fitch; for the Class E Certificates, a "A-" by S&P and a "A-" by Fitch; for the Class F Certificates, a "BBB+" by S&P and a "BBB+" by Fitch; for the Class G Certificates, a "BBB" by S&P and a "BBB" by Fitch; for the Class H Certificates, a "BBB-" by S&P and a "BBB-" by Fitch; for the Class J Certificates, a "BB+" by S&P and a "BB+" by Fitch; for the Class K Certificates, a "BB" by S&P and a "BB" by Fitch; for the Class L Certificates, a "BB-" by S&P and a "BB-" by Fitch; for the Class M Certificates, a "B+" by S&P and a "B+" by Fitch; for the Class N Certificates, a "B" by S&P and a "B" by Fitch; for the Class O Certificates, a "B-" by S&P and a "B-" by Fitch; and the Class P Certificates will not be rated by any rating agency;reasonably request.

Company’s Conditions to Closing. The obligations of the Company under this Agreement shall be subject to the satisfaction, on the Closing Date, or such other date specified herein, of the following conditions: (a) The obligations of the Mortgage Loan Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date specified in such representation and warranty or, if no such date is specified, as of the Closing Dateall material respects, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a material default under this Agreement, and the Company shall have received a certificate to that effect signed by an authorized officer of the Mortgage Loan Seller, upon which the Company and the Underwriters may rely. (b) The Company or its designee shall have received all of the following closing documents, in such forms as are agreed upon and acceptable to the Company and in form and substance satisfactory to the Company, the Underwriters and their respective counsel, duly executed by all signatories other than the Company as required pursuant to the respective terms thereof: (i) with respect to each Mortgage Loan, the related Mortgage NoteFile, which Mortgage Note Files shall be delivered to and held by the Trustee on behalf of the Company; (ii) the final Mortgage Loan Schedule; (iii) an officer's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B, upon which the Underwriters may rely; (iv) a certificate of the Mortgage Loan Seller, dated the Closing Date, and upon which the Company and the Underwriters may rely, to the effect that representatives of the Mortgage Loan Seller have carefully examined the Time of Sale Information and the Final Prospectus and nothing has come to the attention of the Mortgage Loan Seller that would lead the Mortgage Loan Seller to believe that the Time of Sale Information, as of the Time of Sale or as of the Closing Date, or the Final Prospectus, as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading; (v) an opinion of Mortgage Loan Seller's counsel, subject to customary exceptions and carve-outs, in form and substance reasonably acceptable to the Company and its counsel and the Rating Agencies, which states in substance the opinions set forth on Exhibit C hereto;, and, in addition, an opinion delivered on the date of the Prospectus as to the matters set forth in the last paragraph of Exhibit C hereto; and (viv) such other documents, certificates and opinions relating as the Company may reasonably request to effectuate the transactions contemplated by this Agreement. (c) The Mortgage Loan Seller hereby agrees to furnish such other information, documents, certificates, letters or opinions with respect to the Mortgage Loans or the Mortgage Loan Seller itself as may be necessary to secure reasonably requested by the Company in order for the Certificates Company to perform any of its obligations or satisfy any of theconditions on its part to be performed or satisfied pursuant to the following ratings by Standard & Poor's Rating Services ("S&P") and Fitch, Inc. ("Fitch") and together with S&PUnderwriting Agreement, the "Rating Agencies") for the Class A-1 Certificates, a "AAA" by S&P Pooling and a "AAA" by Fitch; for the Class A-2 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-3 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-AB Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-4 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-1A Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-M Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-J Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class B Certificates, a "AA" by S&P and a "AA" by Fitch; for the Class C Certificates, a "AA-" by S&P and a "AA-" by Fitch; for the Class X-W Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class D Certificates, a "A" by S&P, and a "A" by Fitch; for the Class E Certificates, a "A-" by S&P and a "A-" by Fitch; for the Class F Certificates, a "BBB+" by S&P and a "BBB+" by Fitch; for the Class G Certificates, a "BBB" by S&P and a "BBB" by Fitch; for the Class H Certificates, a "BBB-" by S&P and a "BBB-" by Fitch; for the Class J Certificates, a "BB+" by S&P and a "BB+" by Fitch; for the Class K Certificates, a "BB" by S&P and a "BB" by Fitch; for the Class L Certificates, a "BB-" by S&P and a "BB-" by Fitch; for the Class M Certificates, a "B+" by S&P and a "B+" by Fitch; for the Class N Certificates, a "B" by S&P and a "B" by Fitch; for the Class O Certificates, a "B-" by S&P and a "B-" by Fitch; and the Class P Certificates will not be rated by any rating agency;Servicing Agreement or this Agreement.

Company’s Conditions to Closing. The obligations of the Company under this Agreement shall be subject to the satisfaction, on the Closing Date, or such other date specified herein, of the following conditions: (a) The obligations of the Mortgage Loan Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date specified in such representation hereof and warranty or, if no such date is specified, as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Company shall have received a certificate to that effect signed by an authorized officer of the Mortgage Loan Seller, upon which the Company and the Underwriters may rely. (b) The Company or its designee shall have received all of the following closing documents, in such forms as are agreed upon and acceptable to the Company and in form and substance satisfactory to the Company, the Underwriters Underwriter and their respective counsel, duly executed by all signatories other than the Company as required pursuant to the respective terms thereof: (i) with respect to each of the Mortgage LoanLoans, the related Mortgage NoteFile, which Mortgage Note Files shall be delivered to and held by the Trustee on behalf of the Company; (ii) the final Mortgage Loan Schedule; (iii) an officer's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B, upon which the Underwriters may relyC; (iv) a certificate of the Mortgage Loan Seller, dated the Closing Date, and upon which the Company and the Underwriters may rely, to the effect that representatives of the Mortgage Loan Seller have carefully examined the Time of Sale Information and the Final Prospectus and nothing has come to the attention of the Mortgage Loan Seller that would lead the Mortgage Loan Seller to believe that the Time of Sale Information, as of the Time of Sale or as of the Closing Date, or the Final Prospectus, as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading; (v) an opinion of Mortgage Loan Seller's counsel, subject to customary exceptions and carve-outs, which states state in substance the opinions set forth on Exhibit C D hereto; (viv) such other documents, certificates and opinions relating to the Mortgage Loans or the Mortgage Loan Seller as may be necessary to secure for the Certificates the following ratings by Standard & Poor's Rating Services ("S&P") and Fitchfrom Fitch IBCA, Inc. ("Fitch") and together Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies Inc. ("S&P", and collectively with S&PFitch, the "Rating Agencies") ), respectively: for each of the Class A-1 CertificatesA-1, Class A-2 and Class A-3 Certificates a "AAA" by S&P and rating; for the Class X Certificates a "AAA" by Fitch; for the Class A-2 Certificates, a and "AAAAAAr" by S&P and a "AAA" by Fitch; for the Class A-3 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-AB Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-4 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-1A Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-M Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-J Certificates, a "AAA" by S&P and a "AAA" by Fitchrating; for the Class B Certificates, a "AA" by S&P and a "AA" by Fitchrating; for the Class C Certificates, a an "AA-A" by S&P and a "AA-" by Fitch; for the Class X-W Certificates, a "AAA" by S&P and a "AAA" by Fitchrating; for the Class D Certificates, a "ABBB" by S&P, and a "A" by Fitchrating; for the Class E Certificates, a "A-BBB-" by S&P and a "A-" by Fitchrating; for the Class F Certificates, a "BBB+BB+" by S&P and a "BBB+" by Fitchrating from S&P; for the Class G Certificates, a "BBBBB" by S&P and a "BBB" by rating from Fitch; for the Class H Certificates, Certificates a "BBB-B" by S&P and a "BBB-" by rating from Fitch; for the Class J Certificates, Certificates a "BB+B-" by S&P and a "BB+" by rating from Fitch; and for the Class K CertificatesCertificates there will be no rating by either Rating Agency and (vi) a letter from the independent accounting firm of Deloitte & Touche LLP in form satisfactory to the Company, a "BB" by S&P relating to certain information regarding the Mortgage Loans as set forth in the Prospectus and a "BB" letter from Deloitte & Touche LLP regarding certain information regarding the Certificates as set forth in the Prospectus; (c) The Mortgage Loan Seller hereby agrees to furnish such other information, documents, certificates, letters or opinions with respect to the Mortgage Loans or itself as may be reasonably requested by Fitch; the Company in order for the Class L CertificatesCompany to perform any of its obligations or satisfy any of the conditions on its part to be performed or satisfied pursuant to the Underwriting Agreement, a "BB-" by S&P the Pooling and a "BB-" by Fitch; for the Class M Certificates, a "B+" by S&P and a "B+" by Fitch; for the Class N Certificates, a "B" by S&P and a "B" by Fitch; for the Class O Certificates, a "B-" by S&P and a "B-" by Fitch; and the Class P Certificates will not be rated by any rating agency;Servicing Agreement or this Agreement.

Company’s Conditions to Closing. The obligations of the Company under this Agreement shall be subject to the satisfaction, on the Closing Date, or such other date specified herein, of the following conditions: (a) The obligations of the Mortgage Loan Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date specified in such representation and warranty or, if no such date is specified, as of the Closing Dateall material respects, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a material default under this Agreement, and the Company shall have received a certificate to that effect signed by an authorized officer of the Mortgage Loan Seller, upon which the Company and the Underwriters may rely. (b) The Company or its designee shall have received all of the following closing documents, in such forms as are agreed upon and acceptable to the Company and in form and substance satisfactory to the Company, the Underwriters and their respective counsel, duly executed by all signatories other than the Company as required pursuant to the respective terms thereof: (i) with respect to each Mortgage Loan, the related Mortgage NoteFile, which Mortgage Note Files shall be delivered to and held by the Trustee on behalf of the Company; (ii) the final Mortgage Loan Schedule; (iii) an officer's officers certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B, upon which the Underwriters may rely; (iv) a certificate of the Mortgage Loan Seller, dated the Closing Date, and upon which the Company and the Underwriters may rely, to the effect that representatives of the Mortgage Loan Seller have carefully examined the Time of Sale Information and the Final Prospectus and nothing has come to the attention of the Mortgage Loan Seller that would lead the Mortgage Loan Seller to believe that the Time of Sale Information, as of the Time of Sale or as of the Closing Date, or the Final Prospectus, as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading; (v) an opinion of Mortgage Loan Seller's Sellers counsel, subject to customary exceptions and carve-outs, in form and substance reasonably acceptable to the Company and its counsel and the Rating Agencies, which states in substance the opinions set forth on Exhibit C hereto;, and (viv) such other documents, certificates and opinions relating as the Company may reasonably request to effectuate the transactions contemplated by this Agreement. (c) The Mortgage Loan Seller hereby agrees to furnish such other information, documents, certificates, letters or opinions with respect to the Mortgage Loans or the Mortgage Loan Seller itself as may be necessary to secure reasonably requested by the Company in order for the Certificates Company to perform any of its obligations or satisfy any of the following ratings by Standard & Poor's Rating Services ("S&P") and Fitch, Inc. ("Fitch") and together with S&Pconditions on its part to be performed or satisfied pursuant to the Underwriting Agreement, the "Rating Agencies") for the Class A-1 Certificates, a "AAA" by S&P Pooling and a "AAA" by Fitch; for the Class A-2 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-3 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-AB Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-4 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-1A Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-M Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-J Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class B Certificates, a "AA" by S&P and a "AA" by Fitch; for the Class C Certificates, a "AA-" by S&P and a "AA-" by Fitch; for the Class X-W Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class D Certificates, a "A" by S&P, and a "A" by Fitch; for the Class E Certificates, a "A-" by S&P and a "A-" by Fitch; for the Class F Certificates, a "BBB+" by S&P and a "BBB+" by Fitch; for the Class G Certificates, a "BBB" by S&P and a "BBB" by Fitch; for the Class H Certificates, a "BBB-" by S&P and a "BBB-" by Fitch; for the Class J Certificates, a "BB+" by S&P and a "BB+" by Fitch; for the Class K Certificates, a "BB" by S&P and a "BB" by Fitch; for the Class L Certificates, a "BB-" by S&P and a "BB-" by Fitch; for the Class M Certificates, a "B+" by S&P and a "B+" by Fitch; for the Class N Certificates, a "B" by S&P and a "B" by Fitch; for the Class O Certificates, a "B-" by S&P and a "B-" by Fitch; and the Class P Certificates will not be rated by any rating agency;Servicing Agreement or this Agreement.

Company’s Conditions to Closing. The obligations of the Company under this Agreement shall be subject to the satisfaction, on the Closing Date, or such other date specified herein, of the following conditions: (a) The obligations of the Mortgage Loan Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date specified in such representation hereof and warranty or, if no such date is specified, as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Company shall have received a certificate to that effect signed by an authorized officer of the Mortgage Loan Seller, upon which the Company and the Underwriters may rely. (b) The Company or its designee shall have received all of the following closing documents, in such forms as are agreed upon and acceptable to the Company and in form and substance satisfactory to the Company, the Underwriters Underwriter and their respective counsel, duly executed by all signatories other than the Company as required pursuant to the respective terms thereof: (i) with respect to each the Mortgage Loan, the related Mortgage NoteFile, which Mortgage Note Files shall be delivered to and held by the Trustee on behalf of the Company; (ii) the final Mortgage Loan Schedule; (iii) an officer's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B, upon which the Underwriters may rely; (iv) a certificate of the Mortgage Loan Seller, dated the Closing Date, and upon which the Company and the Underwriters may rely, to the effect that representatives of the Mortgage Loan Seller have carefully examined the Time of Sale Information and the Final Prospectus and nothing has come to the attention of the Mortgage Loan Seller that would lead the Mortgage Loan Seller to believe that the Time of Sale Information, as of the Time of Sale or as of the Closing Date, or the Final Prospectus, as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading; (v) an opinion of Mortgage Loan Seller's counsel, subject to customary exceptions and carve-outs, which states state in substance the opinions set forth on Exhibit C hereto; (viv) such other documents, certificates and opinions relating to the Mortgage Loans or the Mortgage Loan Seller as may be necessary to secure for the Certificates the following ratings by Standard & Poor's Rating Services ("S&P") and Fitchfrom Fitch IBCA, Inc. ("Fitch") and together Standard & Poor's Ratings Services, a division of The XxXxxx-Xxxx Companies Inc. ("S&P", and collectively with S&PFitch, the "Rating Agencies") ), respectively: for each of the Class A-1 CertificatesA-1, Class A-2 and Class A-3 Certificates a "AAA" by S&P and rating; for the Class X Certificates a "AAA" by Fitch; for the Class A-2 Certificates, a and "AAAAAAr" by S&P and a "AAA" by Fitch; for the Class A-3 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-AB Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-4 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-1A Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-M Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-J Certificates, a "AAA" by S&P and a "AAA" by Fitchrating; for the Class B Certificates, a "AA" by S&P and a "AA" by Fitchrating; for the Class C Certificates, a an "AA-A" by S&P and a "AA-" by Fitch; for the Class X-W Certificates, a "AAA" by S&P and a "AAA" by Fitchrating; for the Class D Certificates, a "ABBB" by S&P, and a "A" by Fitchrating; for the Class E Certificates, a "A-BBB-" by S&P and a "A-" by Fitchrating; for the Class F Certificates, a "BBB+BB+" by S&P and a "BBB+" by Fitchrating from S&P; for the Class G Certificates, a "BBBBB" by S&P and a "BBB" by rating from Fitch; for the Class H Certificates, Certificates a "BBB-B" by S&P and a "BBB-" by rating from Fitch; for the Class J Certificates, Certificates a "BB+B-" by S&P and a "BB+" by rating from Fitch; and for the Class K CertificatesCertificates there will be no rating by either Rating Agency; and (vi) a letter from the independent accounting firm of Deloitte & Touche LLP in form satisfactory to the Company, a "BB" by S&P relating to certain information regarding the Mortgage Loan as set forth in the Prospectus and a "BB" letter from Deloitte & Touche LLP regarding certain information regarding the Certificates as set forth in the Prospectus; (c) The Mortgage Loan Seller hereby agrees to furnish such other information, documents, certificates, letters or opinions with respect to the Mortgage Loan or itself as may be reasonably requested by Fitch; the Company in order for the Class L CertificatesCompany to perform any of its obligations or satisfy any of the conditions on its part to be performed or satisfied pursuant to the Underwriting Agreement, a "BB-" by S&P the Pooling and a "BB-" by Fitch; for the Class M Certificates, a "B+" by S&P and a "B+" by Fitch; for the Class N Certificates, a "B" by S&P and a "B" by Fitch; for the Class O Certificates, a "B-" by S&P and a "B-" by Fitch; and the Class P Certificates will not be rated by any rating agency;Servicing Agreement or this Agreement.

Company’s Conditions to Closing. The obligations of the Company under this Agreement shall be subject to the satisfaction, on the Closing Date, or such other date specified herein, of the following conditions: (a) The obligations of the Mortgage Loan Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date specified in such representation and warranty or, if no such date is specified, as of the Closing Dateall material respects, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a material default under this Agreement, and the Company shall have received a certificate to that effect signed by an authorized officer of the Mortgage Loan Seller, upon which the Company and the Underwriters may rely. (b) The Company or its designee shall have received all of the following closing documents, in such forms as are agreed upon and acceptable to the Company and in form and substance satisfactory to the Company, the Underwriters and their respective counsel, duly executed by all signatories other than the Company as required pursuant to the respective terms thereof: (i) with respect to each Mortgage Loan, the related Mortgage NoteFile, which Mortgage Note Files shall be delivered to and held by the Trustee on behalf of the Company; (ii) the final Mortgage Loan Schedule; (iii) an officer's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B, upon which the Underwriters may rely; (iv) a certificate of the Mortgage Loan Seller, dated the Closing Date, and upon which the Company and the Underwriters may rely, to the effect that representatives of the Mortgage Loan Seller have carefully examined the Time of Sale Information and the Final Prospectus and nothing has come to the attention of the Mortgage Loan Seller that would lead the Mortgage Loan Seller to believe that the Time of Sale Information, as of the Time of Sale or as of the Closing Date, or the Final Prospectus, as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading; (v) an opinion of Mortgage Loan Seller's counsel, subject to customary exceptions and carve-outs, in form and substance reasonably acceptable to the Company and its counsel and the Rating Agencies, which states in substance the opinions set forth on Exhibit C hereto;, and, in addition, an opinion delivered on the date of the Prospectus as to the matters set forth in the last paragraph of Exhibit C hereto; and (viv) such other documents, certificates and opinions relating as the Company may reasonably request to effectuate the transactions contemplated by this Agreement. (c) The Mortgage Loan Seller hereby agrees to furnish such other information, documents, certificates, letters or opinions with respect to the Mortgage Loans or the Mortgage Loan Seller itself as may be necessary to secure reasonably requested by the Company in order for the Certificates Company to perform any of its obligations or satisfy any of the following ratings by Standard & Poor's Rating Services ("S&P") and Fitch, Inc. ("Fitch") and together with S&Pconditions on its part to be performed or satisfied pursuant to the Underwriting Agreement, the "Rating Agencies") for the Class A-1 Certificates, a "AAA" by S&P Pooling and a "AAA" by Fitch; for the Class A-2 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-3 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-AB Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-4 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-1A Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-M Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-J Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class B Certificates, a "AA" by S&P and a "AA" by Fitch; for the Class C Certificates, a "AA-" by S&P and a "AA-" by Fitch; for the Class X-W Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class D Certificates, a "A" by S&P, and a "A" by Fitch; for the Class E Certificates, a "A-" by S&P and a "A-" by Fitch; for the Class F Certificates, a "BBB+" by S&P and a "BBB+" by Fitch; for the Class G Certificates, a "BBB" by S&P and a "BBB" by Fitch; for the Class H Certificates, a "BBB-" by S&P and a "BBB-" by Fitch; for the Class J Certificates, a "BB+" by S&P and a "BB+" by Fitch; for the Class K Certificates, a "BB" by S&P and a "BB" by Fitch; for the Class L Certificates, a "BB-" by S&P and a "BB-" by Fitch; for the Class M Certificates, a "B+" by S&P and a "B+" by Fitch; for the Class N Certificates, a "B" by S&P and a "B" by Fitch; for the Class O Certificates, a "B-" by S&P and a "B-" by Fitch; and the Class P Certificates will not be rated by any rating agency;Servicing Agreement or this Agreement.

Company’s Conditions to Closing. The obligations of the Company under this Agreement shall be subject to the satisfaction, on the Closing Date, or such other date specified herein, of the following conditions: (a) The obligations of the Mortgage Loan Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date specified in such representation and warranty or, if no such date is specified, as of the Closing Date, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a default under this Agreement, and the Company shall have received a certificate to that effect signed by an authorized officer of the Mortgage Loan Seller, upon which the Company and the Underwriters (as defined hereinbelow) may rely. (b) The Company or its designee shall have received all of the following closing documents, in such forms as are agreed upon and acceptable to the Company and in form and substance satisfactory to the Company, the Underwriters and their respective counsel, duly executed by all signatories other than the Company as required pursuant to the respective terms thereof: (i) with respect to each Mortgage Loan, the related Mortgage Note, which Mortgage Note shall be delivered to and held by the Trustee on behalf of the Company; (ii) the final Mortgage Loan Schedule; (iii) an officer's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B, upon which the Underwriters may rely; (iv) a certificate of the Mortgage Loan Seller, dated the Closing Date, and upon which the Company and the Underwriters may rely, to the effect that representatives of the Mortgage Loan Seller have carefully examined the Time of Sale Information and the Final Prospectus and nothing has come to the attention of the Mortgage Loan Seller that would lead the Mortgage Loan Seller to believe that the Time of Sale Information, as of the Time of Sale or as of the Closing Date, or the Final Prospectus, as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading; (v) an opinion of Mortgage Loan Seller's counsel, subject to customary exceptions and carve-outs, which states in substance the opinions set forth on Exhibit C hereto; (vi) such other documents, certificates and opinions relating to the Mortgage Loans or the Mortgage Loan Seller as may be necessary to secure for the Certificates the following ratings by [Standard & Poor's Rating Services ("S&P") and Fitch)] [and] [Moody's Investors Service, Inc. ("Moody's")], [Fitch") and together with S&P, Xxx.] (together, the "Rating Agencies"): [inserx xxxings for each Class and agency]; and (vii) a letter from the independent accounting firm of [name of accountants] in form satisfactory to the Company, relating to certain information regarding the Mortgage Loans as set forth in the Prospectus. (c) The Mortgage Loan Seller hereby agrees to furnish such other information, documents, certificates, letters or opinions with respect to the Mortgage Loans or itself as may be reasonably requested by the Company in order for the Class A-1 CertificatesCompany to perform any of its obligations or satisfy any of the conditions on its part to be performed or satisfied pursuant to the Underwriting Agreement, a "AAA" by S&P the Pooling and a "AAA" by Fitch; for the Class A-2 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-3 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-AB Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-4 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-1A Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-M Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-J Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class B Certificates, a "AA" by S&P and a "AA" by Fitch; for the Class C Certificates, a "AA-" by S&P and a "AA-" by Fitch; for the Class X-W Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class D Certificates, a "A" by S&P, and a "A" by Fitch; for the Class E Certificates, a "A-" by S&P and a "A-" by Fitch; for the Class F Certificates, a "BBB+" by S&P and a "BBB+" by Fitch; for the Class G Certificates, a "BBB" by S&P and a "BBB" by Fitch; for the Class H Certificates, a "BBB-" by S&P and a "BBB-" by Fitch; for the Class J Certificates, a "BB+" by S&P and a "BB+" by Fitch; for the Class K Certificates, a "BB" by S&P and a "BB" by Fitch; for the Class L Certificates, a "BB-" by S&P and a "BB-" by Fitch; for the Class M Certificates, a "B+" by S&P and a "B+" by Fitch; for the Class N Certificates, a "B" by S&P and a "B" by Fitch; for the Class O Certificates, a "B-" by S&P and a "B-" by Fitch; and the Class P Certificates will not be rated by any rating agency;Servicing Agreement or this Agreement.

Company’s Conditions to Closing. The obligations of the Company under this Agreement shall be subject to the satisfaction, on the Closing Date, or such other date specified herein, of the following conditions: (a) The obligations of the Mortgage Loan Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date specified in such representation and warranty or, if no such date is specified, as of the Closing Dateall material respects, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a material default under this Agreement, and the Company shall have received a certificate to that effect signed by an authorized officer of the Mortgage Loan Seller, upon which the Company and the Underwriters may rely. (b) The Company or its designee shall have received all of the following closing documents, in such forms as are agreed upon and acceptable to the Company and in form and substance satisfactory to the Company, the Underwriters and their respective counsel, duly executed by all signatories other than the Company as required pursuant to the respective terms thereof: (i) with respect to each Mortgage Loan, the related Mortgage NoteFile, which Mortgage Note Files shall be delivered to and held by the Trustee on behalf of the Company; (ii) the final Mortgage Loan Schedule; (iii) an officer's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B, upon which the Underwriters may rely; (iv) a certificate of the Mortgage Loan Seller, dated the Closing Date, and upon which the Company and the Underwriters may rely, to the effect that representatives of the Mortgage Loan Seller have carefully examined the Time of Sale Information and the Final Prospectus and nothing has come to the attention of the Mortgage Loan Seller that would lead the Mortgage Loan Seller to believe that the Time of Sale Information, as of the Time of Sale or as of the Closing Date, or the Final Prospectus, as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading; (v) an opinion of Mortgage Loan Seller's counsel, subject to customary exceptions and carve-outs, in form and substance reasonably acceptable to the Company and its counsel and the Rating Agencies, which states in substance the opinions set forth on Exhibit C hereto;; and (viv) such other documents, certificates and opinions relating as the Company may reasonably request to effectuate the transactions contemplated by this Agreement. (c) The Mortgage Loan Seller hereby agrees to furnish such other information, documents, certificates, letters or opinions with respect to the Mortgage Loans or the Mortgage Loan Seller itself as may be necessary to secure reasonably requested by the Company in order for the Certificates Company to perform any of its obligations or satisfy any of the following ratings by Standard & Poor's Rating Services ("S&P") and Fitch, Inc. ("Fitch") and together with S&Pconditions on its part to be performed or satisfied pursuant to the Underwriting Agreement, the "Rating Agencies") for the Class A-1 Certificates, a "AAA" by S&P Pooling and a "AAA" by Fitch; for the Class A-2 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-3 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-AB Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-4 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-1A Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-M Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-J Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class B Certificates, a "AA" by S&P and a "AA" by Fitch; for the Class C Certificates, a "AA-" by S&P and a "AA-" by Fitch; for the Class X-W Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class D Certificates, a "A" by S&P, and a "A" by Fitch; for the Class E Certificates, a "A-" by S&P and a "A-" by Fitch; for the Class F Certificates, a "BBB+" by S&P and a "BBB+" by Fitch; for the Class G Certificates, a "BBB" by S&P and a "BBB" by Fitch; for the Class H Certificates, a "BBB-" by S&P and a "BBB-" by Fitch; for the Class J Certificates, a "BB+" by S&P and a "BB+" by Fitch; for the Class K Certificates, a "BB" by S&P and a "BB" by Fitch; for the Class L Certificates, a "BB-" by S&P and a "BB-" by Fitch; for the Class M Certificates, a "B+" by S&P and a "B+" by Fitch; for the Class N Certificates, a "B" by S&P and a "B" by Fitch; for the Class O Certificates, a "B-" by S&P and a "B-" by Fitch; and the Class P Certificates will not be rated by any rating agency;Servicing Agreement or this Agreement.

Company’s Conditions to Closing. The obligations of the Company under this Agreement to purchase the Mortgage Loans and pay the Purchase Price on the Closing Date shall be subject to the satisfaction, on or before the Closing Date, or such other date specified herein, of the following conditions: (a) The obligations of the Mortgage Loan Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date specified in such representation and warranty or, if no such date is specified, as of the Closing Dateall material respects, and no event shall have occurred which, with notice or the passage of time, or both, would constitute a material default under this Agreement, and the Company shall have received a certificate to that effect signed by an authorized officer of the Mortgage Loan Seller, upon which the Company and the Underwriters may rely. (b) The Company or its designee shall have received all of the following closing documents, in such forms as are agreed upon and acceptable to the Company and in form and substance satisfactory to the Company, the Underwriters and their respective counsel, duly executed by all signatories other than the Company as required pursuant to the respective terms thereof: (i) with respect to each Mortgage Loan, the related Mortgage NoteFile and Servicing File, which Mortgage Note Files shall be delivered to and held by the Trustee and the Master Servicer, respectively, on behalf of the CompanyCompany , provided, however, that as provided in this Agreement and in Section 2.01 of the Pooling and Servicing Agreement, the Mortgage Loan Seller may deliver certain Mortgage File documents (not including the Mortgage Notes and the related endorsements, allonges and lost note indemnities) after the Closing Date; (ii) the final Mortgage Loan Schedule; (iii) an officer's certificate from the Mortgage Loan Seller dated as of the Closing Date, in the form attached hereto as Exhibit B, upon which the Underwriters may rely; (iv) a certificate of the Mortgage Loan Seller, dated the Closing Date, and upon which the Company and the Underwriters may rely, to the effect that representatives of the Mortgage Loan Seller have carefully examined the Time of Sale Information and the Final Prospectus and nothing has come to the attention of the Mortgage Loan Seller that would lead the Mortgage Loan Seller to believe that the Time of Sale Information, as of the Time of Sale or as of the Closing Date, or the Final Prospectus, as of the Closing Date, included or includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading; (v) an opinion of Mortgage Loan Seller's counsel, subject to its customary exceptions and carve-outsouts for opinions of this type, in form and substance reasonably acceptable to the Company and its counsel and the Rating Agencies, which states in substance the opinions set forth on Exhibit C hereto;; and (viv) such other documents, certificates and opinions relating as the Company may reasonably request to effectuate the transactions contemplated by this Agreement. (c) The Mortgage Loan Seller hereby agrees to furnish such other information, documents, certificates, letters or opinions with respect to the Mortgage Loans or the Mortgage Loan Seller itself as may be necessary to secure reasonably requested by the Company in order for the Certificates Company to perform any of its obligations or satisfy any of the following ratings by Standard & Poor's Rating Services ("S&P") and Fitch, Inc. ("Fitch") and together with S&Pconditions on its part to be performed or satisfied pursuant to the Underwriting Agreement, the "Rating Agencies") for Certificate Purchase Agreement, the Class A-1 Certificates, a "AAA" by S&P Pooling and a "AAA" by Fitch; for the Class A-2 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-3 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-AB Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-4 Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-1A Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-M Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class A-J Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class B Certificates, a "AA" by S&P and a "AA" by Fitch; for the Class C Certificates, a "AA-" by S&P and a "AA-" by Fitch; for the Class X-W Certificates, a "AAA" by S&P and a "AAA" by Fitch; for the Class D Certificates, a "A" by S&P, and a "A" by Fitch; for the Class E Certificates, a "A-" by S&P and a "A-" by Fitch; for the Class F Certificates, a "BBB+" by S&P and a "BBB+" by Fitch; for the Class G Certificates, a "BBB" by S&P and a "BBB" by Fitch; for the Class H Certificates, a "BBB-" by S&P and a "BBB-" by Fitch; for the Class J Certificates, a "BB+" by S&P and a "BB+" by Fitch; for the Class K Certificates, a "BB" by S&P and a "BB" by Fitch; for the Class L Certificates, a "BB-" by S&P and a "BB-" by Fitch; for the Class M Certificates, a "B+" by S&P and a "B+" by Fitch; for the Class N Certificates, a "B" by S&P and a "B" by Fitch; for the Class O Certificates, a "B-" by S&P and a "B-" by Fitch; and the Class P Certificates will not be rated by any rating agency;Servicing Agreement or this Agreement.