Common use of Conditions to Closing Clause in Contracts

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 3 hereto, one copy to be attached to each counterpart of the Amendment; (3C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4D) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5E) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx Xxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear XxxxxxxXxxxxxx Xxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s 's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4D) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;; and (5E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. This contract and Purchaser’s obligation to purchase the Premises are also subject to and conditioned upon the fulfillment of the following conditions precedent: (a) The obligations accuracy, as of the Purchaser under this Agreement will be subject to the satisfactiondate of Closing, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth made in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably requestcontract. (b) The obligations delivery by Seller to Purchaser of a valid and subsisting Certificate of Occupancy or other required certificate of compliance, or evidence that none was required, covering the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (ibuilding(s) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations other improvements located on the property authorizing their use as a family dwelling at the date of Closing. (c) The delivery by Seller to Purchaser of a duly executed and warranties sworn affidavit (in form prescribed by law) claiming exemption of the sale contemplated hereby, if such be the case, under Article 3 1-B of the Tax Law of the State of New York and the Regulations promulgated thereunder, as the same may be amended from time to time (collectively the “Gains Tax Law”); or if such sale shall not be exempt under the Gains Tax Law, Seller and Purchaser agree to comply in a timely manner with the requirements of the Gains Tax Law and, at Closing, Seller shall deliver to Purchaser (i) an official return showing no tax due, or (ii) an official return accompanied by a certified or official bank check drawn on a New York State banking institution payable to the order of the New York State Department of Taxation and Finance in the amount of the tax shown to be due thereon. Seller shall (x) pay promptly any additional tax that may become due under the Gains Tax Law, together with interest and penalties thereon, if any, which may be assessed or become due after Closing, and/or execute any other documents that may be required in respect thereof, and (y) indemnify, defend and save Purchaser harmless from and against any of the foregoing and any damage, liability, cost or expense (including reasonable attorneys’ fees) which may be suffered or incurred by Purchaser by reason of the nonpayment thereof. The provisions of this Agreement subparagraph (c) shall survive Closing. (d) The delivery by Seller to Purchaser of a certification stating that Seller is not a foreign person, which certification shall be true in the form then required by FIRPTA. If Seller fails to deliver the aforesaid certification or if Purchaser is not entitled under FIRPTA to rely on such certification, Purchaser shall deduct and correct withhold from the purchase price a sum equal to 10% thereof (or any lesser amount permitted by law) and shall at Closing remit the withheld amount with the required forms to the Internal Revenue Service. (e) The delivery of the Premises and all building(s) and improvements comprising a part thereof in broom clean condition, vacant and free of leases or tenancies, together with keys to the Premises. (f) All plumbing (including water supply and septic systems, if any), heating and air conditioning, if any, electrical and mechanical systems, equipment and machinery in the building(s) located on the property and all material respects appliances which are included in this sale being in working order as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the PurchaserClosing. (iig) If the Premises are a one or two family house, delivery by the parties at Closing of affidavits in compliance with state and local law requirements to the effect that there is installed in the Premises a smoke detecting alarm device or devices. (h) The Mortgage Loan Seller shall have received copies delivery by the parties of all any other affidavits required as a condition of recording the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;deed.

Conditions to Closing. The obligation of each party to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before each Closing Date: (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the respective representations and warranties of the Mortgage Loan Seller, the Seller under this Agreement shall be true and correct as of Eligible Lender Trustee, the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; Depositor and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Depositor Eligible Lender Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement Articles III and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfactionIV hereof, on or prior to the Closing Daterespectively, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof at and as of the applicable Closing Date as though then made, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date; (b) Each party shall have performed in all material respects all of the covenants and agreements required to be performed and complied with by it under this Agreement prior to the applicable Closing Date; (c) Each party shall have obtained, or caused to be obtained, each consent and approval required in order to complete the transactions contemplated hereby including, without limitation, rating agency confirmations; (d) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (e) On the applicable Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of from the Purchaser.Depositor the Purchase Price in immediately available funds; (iif) The Mortgage Loan On the Initial Closing Date or each Subsequent Closing Date as applicable, the Seller, the Seller shall have received copies of all Eligible Lender Trustee, the Depositor or the Depositor Eligible Lender Trustee, as applicable (and any other parties to each of the following closing documentsagreements or instruments), in such forms as are agreed upon shall have executed and reasonably acceptable delivered the following to the Mortgage Loan Sellerapplicable parties, duly executed by all signatories other than together with the Mortgage Loan Seller as required pursuant to execution and delivery of this Agreement (provided, however, that this Agreement shall be deem delivered immediately prior to, but nevertheless subject to, the respective terms thereof:delivery of the following agreements or instruments): (1) If required pursuant to Section 3 hereofOn the Initial Closing Date, an original executed Depositor Administration Agreement between the Amendment dated as of Depositor and the Closing Date and any documents referred to thereinAdministrator, or, if previously delivered, a confirmation thereof; (2) The Pooling On the Initial Closing Date, an executed original Depositor Servicing Agreement between the Depositor and Servicing Agreementthe Servicer, or, if previously delivered, a confirmation thereof; (3) On the Initial Closing Date and each Subsequent Closing Date, bills of sale, blanket endorsements and such other instruments of transfer, assignment and delivery as each of the Depositor and the Depositor Eligible Lender Trustee shall have reasonably requested pursuant to Section 2.02; (4) On the Initial Closing Date and each Subsequent Closing Date, a certificate of an appropriate officer of each of the Seller and the Seller Eligible Lender Trustee, dated the applicable Closing Date, stating that the conditions set forth in subsections 7.01 (b) and (c) to be satisfied by the Seller and the Seller Eligible Lender Trustee, respectively, have been satisfied; and (5) On the Initial Closing Date, (a) legal opinions, in form and substance reasonably satisfactory to the Mortgage Loan Sellerparties listed in subsection 7.01(a) and their respective counsel, with respect to the organization and authority of each of the Seller and the Depositor, and all documents required thereby duly executed by all signatories; such other matters as such counsel may reasonably require and (3b) A certificate of an officer of the Purchaser dated as of the Closing Datesuch other opinions, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations instruments and warranties) and opinions as agreements xx Xxxxxxxx Xxxx LLP, the Depositor or the Depositor Eligible Lender Trustee, or their respective counsels, may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;request.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 3 hereto, one copy to be attached to each counterpart of the Amendment; (3iii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4iv) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller Seller’s authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5v) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6vi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7vii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear Xxxxxxx Xxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear XxxxxxxXxxxxxx Xxxxx. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3iii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4iv) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;; and (5v) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1A) [Reserved]; (B) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 1 hereto, one copy to be attached to each counterpart of the Amendment; (3C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4D) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5E) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7F) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx Xxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear XxxxxxxXxxxxxx Xxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein[Reserved]; (2B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s 's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4D) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;; and (5E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (aA) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1a) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinMortgage Loan Schedule; (2b) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4c) A a certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan SellerSeller and evidence as to the good standing of the Mortgage Loan Seller dated as of a recent date; (5d) One one or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6e) A a letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (7f) Such such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement Agreement, if applicable, shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (bB) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3a) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions written consent of the shareholder of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s 's articles of incorporation, bylaws and evidence as to the good standing of the Purchaser dated as of a recent date; (4b) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;; and (5c) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The obligations obligation of Buyer to consummate the transaction contemplated hereby is conditioned upon full satisfaction by Sellers or written waiver by Buyer of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to following conditions precedent as of the Closing Date, of the following conditions: (iA) Each All representations and warranties of Sellers made herein remain materially true and correct; (B) Sellers shall have performed all of the obligations of the Mortgage Loan Seller required and covenants undertaken by Sellers in this Contract to be performed by Sellers at or prior to the Closing Date pursuant to the terms of this Agreement Closing; (C) Sellers shall have been duly performed and complied with in all material respects; delivered to Buyer or Title Company all of the representations documents enumerated in Section 8 hereof; (D) The Improvements (including, but not limited to, the mechanical systems, plumbing, electrical, wiring, appliances, fixtures, heating, air conditioning and warranties of the Mortgage Loan Seller under this Agreement ventilating equipment, elevators, boilers, equipment, roofs, structural members and furnaces) shall be true at Closing in substantially the same condition as on the Effective Date of this Contract except for normal wear and correct as of the date tear and such damage from casualty or dates specified in all material respects; and no event condemnation that is waived or accepted under Section 14 hereof; (E) The Property shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (no encumbrances other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinPermitted Exceptions; (2G) If required pursuant to Section 3 hereof, All apartment units located on the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; Property which have been vacated more than five (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise business days prior to Closing shall be in form and substance reasonably satisfactory to the Purchaser“rent-ready” (as defined below) condition. If all such vacant apartment units are not in a rent-ready condition at Closing, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and Buyer shall receive a credit against the Purchase Agreement Price of $500.00 for each such unit vacant and non rent-ready; provided, however, that if any of such vacant apartment units that are not in a rent-ready condition require replacement of carpet, then the $500.00 rent-ready credit shall have been issued increase to $1500.00 for each such unit vacant and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller non rent-ready. A “rent-ready” unit shall have furnished to the Purchaser such other certificates of its officers mean a unit that is freshly painted, carpeting that is cleaned or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby replaced, as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respectsnecessary, and all of the representations working appliances and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaserfixtures. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 3 hereto, one copy to be attached to each counterpart of the Amendment; (3C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4D) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5E) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx Xxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear XxxxxxxXxxxxxx Xxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (bn) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s 's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4D) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;; and (5E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the each Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the each Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or any of the Pooling and Servicing AgreementTransaction Documents; and the Purchaser shall have received certificates to that effect signed by authorized officers of each of the Mortgage Loan SellerSellers. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3i) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4ii) A certificate of an officer of the Mortgage Loan Seller EMC dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller EMC authorizing the transactions contemplated by this Agreement, together with copies of the charter and articles of incorporation, by-laws and certificate of the Mortgage Loan Sellergood standing of EMC; (5iii) A certificate of an officer of Master Funding dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of Master Funding authorizing the transactions contemplated by this Agreement, together with copies of the written consent of the sole member, limited liability company agreement and certificate of good standing of Master Funding; (iv) One or more opinions of counsel from the Mortgage Loan Seller’s Sellers’ counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6v) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (7vi) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv4) The Each Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its their respective counsel may reasonably request. (b) The obligations of the each Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this AgreementAgreement or any of the Transaction Documents, and the each Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Each Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the each Mortgage Loan Seller, duly executed by all signatories other than the related Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2i) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan SellerEMC, and all documents required thereby duly executed by all signatories; (3ii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the each Mortgage Loan Seller, and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreementother Transaction Documents to which it is a party, together with copies of the Purchaser’s articles certificate of incorporationformation, limited liability company agreement, and evidence as to the good standing of the Purchaser dated as of a recent date; (4iii) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the each Mortgage Loan Seller;Seller and the Rating Agencies; and (5iv) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. This Agreement shall become effective on the date (the "LTC Closing Date", which shall not in any event be later than June 30, 1997) that each of the following conditions precedent shall have been satisfied: (a) The obligations receipt by the Agent of counterparts hereof signed by each of the Purchaser under this Agreement will parties hereto (or, in the case of any party as to which an executed counterpart shall not have been received, receipt by the Agent in form satisfactory to it of telegraphic, telex or other written confirmation from such party of execution of a counterpart hereof by such party); (b) receipt by NationsCredit of a duly executed LTC Term Note and LTC Working Capital Note for its account, each in the form provided for herein; (c) receipt by the Agent of duly executed counterparts of each Security Document required to be subject to effective on the satisfaction, on or prior to the LTC Closing Date, together with evidence satisfactory to it in its sole good faith discretion of the following conditions:effectiveness of the security contemplated thereby; (d) receipt by NationsCredit of evidence satisfactory to it in its sole good faith discretion of the satisfaction (without waiver) of all other conditions to the closing of the LTC Merger on the LTC Closing Date, and that all transactions contemplated by the Operative Documents to be consummated on the closing date of the LTC Merger will take place prior to or simultaneously with the transactions hereunder contemplated to take place on the LTC Closing Date, and satisfaction of NationsCredit in its sole good faith discretion with the terms and conditions of the LTC Merger Documents; (e) receipt by NationsCredit of (i) Each evidence satisfactory to it in its sole good faith discretion of the obligations effectiveness of the Mortgage Loan Seller required all other Operative Documents to be performed at or prior to executed in connection with the Closing Date pursuant to the terms LTC Merger, each of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement which shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to NationsCredit in its sole good faith discretion, and (ii) each opinion, report, and other document required to be delivered pursuant to the Trustee LTC Merger Documents in connection with the LTC Merger, with a letter from each Person delivering any such opinion, report and other document authorizing reliance thereon by the Agent and the PurchaserLenders, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating AgencyNationsCredit; (6f) A letter from each receipt by NationsCredit of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary evidence satisfactory to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: it that (i) The obligations the shares of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms common stock of this Agreement each of National Cellular and TWI shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;been

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) a. Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) b. The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3iii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4iv) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5v) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6vi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7vii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) c. The Certificates to be sold to Bear Xxxxxxx Stearns pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear XxxxxxxStearns. (iv) d. The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) a. The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) b. The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3iii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s 's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4iv) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5v) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (ai) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (ia) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling Sale and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (iib) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling Trust Agreement, in form and substance reasonably satisfactory to the Purchaser, and all documents required thereby duly executed by all signatories; (4) The Sale and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Indenture Trustee, the Issuing Entity and the Purchaser, and all documents required thereby duly executed by all signatories; (45) The Indenture, in form and substance reasonably satisfactory to the Indenture Trustee, the Issuing Entity and the Purchaser, and all documents required thereby duly executed by all signatories; (6) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (57) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise counsel, dated as of the Closing Date, with respect to the true sale of the mortgage loans and the enforceability of this Agreement in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) 8) A letter from each of the Rating Agencies giving each Class of Certificates Notes set forth on Schedule A the rating set forth on Schedule A; and (79) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesNotes. (iiic) The Certificates Notes to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (ivd) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (bii) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (ia) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (iib) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling Sale and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (43) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;; and (54) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the CertificatesNotes;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 3 hereto, one copy to be attached to each counterpart of the Amendment; (3C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4D) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5E) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx Xxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear XxxxxxxXxxxxxx Xxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) . The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s 's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4D) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;; and (5E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx Stearns pursuant to xx the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear XxxxxxxStearns. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s 's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling Sale and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3iii) The Pooling Trust Agreement, in form and substance reasonably satisfactory to the Purchaser, and all documents required thereby duly executed by all signatories; (iv) The Sale and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Indenture Trustee, the Issuer and the Purchaser, and all documents required thereby duly executed by all signatories; (4v) The Indenture, in form and substance reasonably satisfactory to the Indenture Trustee, the Issuer and the Purchaser, and all documents required thereby duly executed by all signatories; (vi) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5vii) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Issuer, the Indenture Trustee and each Rating Agency; (6viii) A letter from each of the Rating Agencies giving each Class of Certificates Notes set forth on Schedule A the rating set forth on Schedule A; and (7ix) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesNotes. (iii3) The Certificates Notes to be sold to Bear Xxxxxxx the Underwriters pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxxthe Underwriters. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) The Pooling Trust Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (iii) The Sale and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3iv) The Indenture, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (v) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling Sale and Servicing Agreement, together with copies of the Purchaser’s 's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4vi) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;; and (5vii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the CertificatesNotes; (3) The Certificates shall have been transferred to, or at the direction of, the Mortgage Loan Seller.

Conditions to Closing. Countrywide's obligations hereunder are subject to the fulfillment of the following conditions precedent. In the event that any of the conditions set forth below are not materially satisfied, Countrywide shall not have any obligation to purchase any of the Servicing Rights related to the Mortgage Loans constituting the related Servicing Rights Package or to pay the Purchase Proceeds as contemplated hereunder and shall instead be entitled, in its reasonable discretion, to terminate this Agreement in its entirety as it relates to such Servicing Rights Package. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of made by the Mortgage Loan Seller under this Agreement hereunder shall be complete, true and correct in all material respects as of the date or dates specified in all material respects; Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, . (b) Each of the terms and conditions set forth herein which are required to be satisfied on or before the Pooling and Servicing Agreement; and the Purchaser Closing Date shall have received certificates been satisfied unless waived by the prejudiced party(ies). (c) Countrywide shall have had the opportunity to that effect signed by authorized officers complete a satisfactory due diligence review of the Servicing Rights (including the related Mortgage Loans) unless otherwise set forth in the related Purchase Confirmation. (d) There shall have been no material or adverse change in the composition of the Mortgage Loan SellerLoans for which Countrywide is purchasing the related Servicing Rights as a result of due diligence or for any other reason. (iie) The Purchaser Seller shall have received delivered all financial information relating to the Seller, reasonably necessary to allow Countrywide to assess the creditworthiness of the following closing documents, Seller which such creditworthiness shall be determined in such forms as are agreed upon Countrywide's sole and reasonably acceptable reasonable discretion. (f) The Seller shall have delivered to Countrywide and Countrywide shall have delivered to the PurchaserSeller, duly executed by all signatories (other than as applicable, on or before the Purchaser) as required pursuant to related Closing Date the respective terms thereoffollowing documents: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereina fully executed Agreement; (2) If required pursuant to Section 3 hereofthe Mortgage Loan Schedule, which shall include, without limitation, the Final Stated Principal Balance of each Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the AmendmentLoan; (3) The Pooling and Servicing Agreementan executed Funding Schedule, in the form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatoriesof Exhibit A hereto; (4) A certificate an executed Officer’s Certificate, in the form of an officer Exhibit C hereto; (5) such other documents related to the purchase and sale of the Mortgage Loan Servicing Rights as Countrywide and the Purchaser mutually agree upon, including, without limitation, any opinions of counsel; (6) an executed Limited Power of Attorney, in the form of Exhibit D hereto; (7) a fully executed Securitization Agreement, if applicable; (8) an executed Purchase Confirmation, in the form of Exhibit E hereto; and (9) a Security Release Certification, in the form of Exhibit F, if applicable. (g) The document specified in subsections (f)(1) and (f)(4) shall only be required with respect to the initial Closing Date unless Countrywide and the Seller dated as of mutually agree to reexecute such documents. (h) Solely for the initial Closing Date, an executed Officer’s Certificate from Countrywide, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. It shall be a condition to the Fund’s and the Purchaser’s obligations on the Closing Date that each of the following conditions shall have been satisfied or waived as of such date, and, upon such satisfaction or waiver, this Agreement shall be effective: (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed executed and complied with in all material respects; all of delivered by the representations and warranties of parties hereto; (b) the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event VMTP Shares shall have occurred which, with notice or a long-term credit rating of “Aa2” from Moody’s and a long-term issue credit rating of “AAA” from Fitch on the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and Closing Date; (c) receipt by the Purchaser shall have received certificates to that effect signed by authorized officers of opinions of counsel for the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably Fund acceptable to the Purchaser, duly executed by all signatories (other than Purchaser in the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as form of the Closing Date and any documents referred to thereinExhibits A-1 through A-3; (2d) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement there shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished delivered to the Purchaser such other certificates information and copies of its officers or others documents, approvals (if any) and such other documents records, certified where appropriate, of trust and opinions of counsel legal proceedings as the Purchaser may have requested relating to evidence fulfillment of the conditions set forth in Fund’s entering into and performing this Agreement and the other Related Documents to which it is a party and the transactions contemplated hereby and thereby; (e) there shall have been delivered to the Fund such information and copies of documents, approvals (if any) and records, certified where appropriate, of trust and legal proceedings as the Purchaser Fund may have requested relating to the Purchaser’s entering into and its counsel may reasonably request.performing this Agreement and the other Related Documents to which it is a party and the transactions contemplated hereby and thereby; (bf) The obligations receipt by the Purchaser of executed originals or copies of all Related Documents (other than this Agreement) to which the Mortgage Loan Seller under this Agreement shall be subject to the satisfactionFund is a party, as in effect on or prior to the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (g) receipt by the Fund of executed originals or copies of all Related Documents (other than this Agreement) to which the Purchaser is a party, as in effect on the Closing Date, and an incumbency certificate with respect to the authorized signatories thereto; (h) receipt by the Fund and the Purchaser of the following conditions:Information Statement in form and substance satisfactory to the Fund and the Purchaser; (i) The obligations the reasonable fees and expenses and all other amounts (including reasonable attorneys’ fees and expenses related to the issuance of the Purchaser required to be performed by it VMTP Shares) payable on or prior to the Closing Date pursuant to Section 2.03 hereof shall have been paid; (j) receipt by the terms Fund and the Purchaser of an opinion of counsel of the Redemption and Paying Agent in the form attached hereto as Exhibit A-4; (k) except as disclosed in the Information Statement or in Schedule II hereto, there shall not be any action, suit, proceeding or investigation pending or (to the knowledge of the Fund) overtly threatened in writing against the Fund in any court or before any arbitrator or governmental authority which, in the good faith judgment of the party invoking this condition, (i) is in any way contesting or, if decided adversely, would affect the validity of this Agreement or of any other Related Document to which the Fund is a party, or (ii) if the subject of a final adverse decision would materially adversely affect provisions for or materially adversely affect the sources for payment of liquidation preference of or dividends on the VMTP Shares; (l) receipt by the Purchaser of copies of all ISDA documentation to which the Fund is a party; (m) in the good faith judgment of the party invoking this condition, no change in law, rule or regulation (or their interpretation or administration) shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects occurred as of the date hereof of this Agreement which will materially and as adversely affect the consummation of the Closing Date, and no event shall have occurred which would constitute a breach transaction contemplated by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2n) The Pooling receipt by the Purchaser of final credit and Servicing Agreementtransaction approval from RBC Capital Markets, in form and substance reasonably satisfactory LLC; and (o) there shall have been delivered to the Mortgage Loan SellerPurchaser any additional documentation and financial information, including satisfactory responses to its due diligence inquiries, as it reasonably deems relevant. The Fund and all documents required thereby duly executed by all signatories; (3) A certificate of an officer the Purchaser agree that consummation of the Purchaser dated as purchase and sale of the Closing Date, in a form reasonably acceptable VMTP Shares pursuant to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and shall constitute acknowledgment that the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One foregoing conditions have been satisfied or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;waived.

Conditions to Closing. (a) The obligations obligation of each Purchaser to purchase and pay for the Series ______ Notes to be sold to such Purchaser under this Agreement will be at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing DateClosing, of the conditions set forth in Section 4 of the Note Purchase Agreement ((A) except that (1) all references to “Purchaser” therein shall be deemed to refer to the Purchasers hereunder, all references to “this Agreement” shall be deemed to refer to the Note Purchase Agreement as supplemented by this Supplement, and all references to “Notes” or “Series 2008A Notes” therein shall be deemed to refer to the Series [___] Notes, and as hereafter modified, and (2) the reference to the Memorandum, as defined herein, is deemed to be the Memorandum as defined in Section 5.3 of the Note Purchase Agreement, for purposes of the closing condition in Section 4.2 of the Note Purchase Agreement), and to the following additional conditions: (ia) Each of Except as supplemented, amended or superceded by the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed representations and complied with warranties set forth in all material respects; all Exhibit A hereto, each of the representations and warranties of the Mortgage Loan Seller under this Obligors set forth in Section 5 of the Note Purchase Agreement shall be true and correct as of the date or dates specified in all material respects; of Closing and no event the Obligors shall have occurred whichdelivered to each Purchaser an Officer’s Certificate, with notice or dated the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as date of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have certifying that such condition has been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably requestfulfilled. (b) The obligations of Contemporaneously with the Mortgage Loan Seller under this Agreement Closing, the Obligors shall sell to each Purchaser, and each Purchaser shall purchase, the Series ______ Notes to be subject to the satisfaction, on or prior to purchased by such Purchaser at the Closing Date, of the following conditions:as specified in Schedule A. (ic) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed [Set forth any modifications and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;conditions]

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the each Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the each Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of each of the Mortgage Loan SellerSellers. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3iii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4iv) A certificate of an officer of the Mortgage Loan Seller EMC dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller EMC authorizing the transactions contemplated by this Agreement, together with copies of the charter and articles of incorporation, by-laws and certificate of the Mortgage Loan Sellergood standing of EMC; (5v) A certificate of an officer of Master Funding dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of Master Funding authorizing the transactions contemplated by this Agreement, together with copies of the written consent of the sole member, limited liability company agreement and certificate of good standing of Master Funding; (vi) One or more opinions of counsel from the Mortgage Loan Seller’s Sellers’ counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6vii) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (7viii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv4) The Each Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its their respective counsel may reasonably request. (b) The obligations of the each Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement or the Pooling and Servicing Agreement, and the each Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Each Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the each Mortgage Loan Seller, duly executed by all signatories other than the related Mortgage Loan Seller as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to EMC and the Mortgage Loan SellerTrustee, and all documents required thereby duly executed by all signatories; (3iii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and Agreement, the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles certificate of incorporationformation, limited liability company agreement and evidence as to the good standing of the Purchaser dated as of a recent date; (4iv) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the each Mortgage Loan Seller;, the Trustee and the Rating Agencies; and (5v) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be each Preferred Stockholder hereunder are subject to the satisfaction, on or satisfaction prior to the Closing Date, issuance of the Conversion Shares of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement Company shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred whichdelivered to Preferred Stockholders a certificate, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in of the Secretary or an Assistant Secretary of the Company, (A) attaching a form reasonably acceptable to the Purchaser, true and attached thereto complete copy of the resolutions of the Mortgage Loan Seller authorizing Board of Trustees of the transactions Company, and of all documents evidencing other necessary corporate or shareholder action taken by the Company in connection with the matters contemplated by this Agreement, together with copies (B) attaching a true and complete copy of the charter and by-laws Restated Declaration of Trust, (C) setting forth the incumbency of the Mortgage Loan Sellerofficer or officers of the Company who sign this Letter Agreement, the other Documents, and each certificate for the Conversion Shares, including therein a signature specimen of such officer or officers, and (D) attaching a certificate of good standing (including tax status, if applicable) of the California Secretary of State; (5ii) One the Company shall have received a "fairness" opinion, in form and substance satisfactory to each of the Preferred Stockholders, from Duff & Xxxxxx, LLC (or more opinions other recognized investment banking firm) addressed to the trustees of the Company, together with a letter permitting the Company to deliver the fairness opinion to each of the Preferred Stockholders, and confirming that the transactions contemplated hereby are fair, from a financial point of view, to the Company and the shareholders of the Company other than the Preferred Stockholders. (iii) all representations and warranties of the Company contained in Section 2 shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date (other than representations and warranties that are dated as of a specified date earlier than the Closing Date, which shall be certified to be true, correct and complete as of such earlier date) the Company shall have performed all agreements on its part required to be performed under this Letter Agreement on or prior to the Closing Date and Preferred Stockholders shall have received a certificate signed by the chief executive officer of the Company dated as of the Closing Date, certifying as to the effect specified in this paragraph; (iv) the Company shall have delivered to the Preferred Stockholders such other documents, agreements, instruments, certificates and evidence relating to the matters contemplated by this Letter Agreement as Preferred Stockholders or its counsel from shall reasonably require; (v) since December 31, 1997, there shall have been no material adverse change or development in the Mortgage Loan Seller’s business, financial condition, operating results, assets, operations, business prospects, cash flow, net worth or any franchiser, customer, tenant, supplier or employee relationship of the Company (each a "Material Adverse Effect"); (vi) the Company shall have delivered certificates representing Conversion Shares to each of Preferred Shareholders; (vii) all of the outstanding shares of Preferred Stock shall have been tendered to the Company by Preferred Stockholders; (viii) the Company shall have obtained the consents described in Schedule 2.5 and each of the Preferred Stockholders shall have obtained the consents discussed in Section 3.4; (ix) there shall not be any pending or threatened action or proceeding (a) challenging this Agreement or the transactions contemplated hereby or seeking monetary damages in connection therewith or (b) which, in the reasonable judgement of any Preferred Stockholder, could be reasonably expected to have a Material Adverse Effect on the Company; and (x) the Company and each of the Preferred Stockholders shall have executed and delivered an amendment to that certain Registration Rights Agreement, dated as of October 1, 1994, by and among the Company and each of the Preferred Stockholders (the "Registration Agreement") to clarify that (i) Conversion Shares to be received by the Preferred Stockholders pursuant to the transactions contemplated herein shall be subject to the registration rights described in the Registration Agreement; and (ii) any and all securities that the Preferred Stockholders may receive in exchange for or in respect of Conversion Shares or thereafter shall be subject to the registration rights described in the Registration Agreement; and (xi) the Preferred Stockholders shall have received the opinion of Milbank, Tweed, Xxxxxx & XxXxxx, counsel otherwise for the Company, in form and substance reasonably satisfactory acceptable to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably requestPreferred Stockholders. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be Company hereunder are subject to the satisfaction, on or satisfaction prior to the Closing Date, issuance of the Common Stock of the following conditions: (i) The obligations all representations and warranties of each of the Purchaser Preferred Stockholders contained in Section 3 shall be true in all material respects on and as of the Closing Date with the same effect as though such representations and warranties had been made on and as of the Closing Date; each of the Preferred Stockholders shall have performed all agreements on its part required to be performed by it under this Agreement or any other Document on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, ; and the Mortgage Loan Seller Company shall have received a certificate to that effect signed by an authorized officer officer, or other comparable representative, of each of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser Preferred Stockholders dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence certifying as to the good standing of the Purchaser dated as of a recent dateeffect specified in this paragraph; (4ii) One each of the Preferred Stockholders shall have delivered to the Company original certificates representing all shares of Preferred Stock that it owns beneficially and stock powers duly executed or more opinions of counsel from endorsed in blank; (iii) the Purchaser’s counsel Company shall have received a "fairness" opinion in form and substance reasonably satisfactory to the Mortgage Loan Sellertrustees of the Company and the Preferred Stockholders, from Duff & Xxxxxx, LLC (or other recognized investment banking firm) addressed to the trustees of the Company and confirming that the transactions contemplated hereby are fair, from a financial point of view, to the Company and the shareholders of the Company other than the Preferred Stockholders and the Company shall have received a letter from Duff & Xxxxxx, LLC permitting the Company to deliver such fairness opinion to each of the Preferred Stockholders; (5iv) Such other documents, certificates the Company shall have obtained the consents described in Section 2.4 and each of the Preferred Stockholders shall have obtained the consents discussed in Section 3.4; and (including additional representations and warrantiesv) and opinions as may there shall not be reasonably necessary to secure pending or threatened any action or proceeding challenging this Agreement or the intended rating from each Rating Agency for the Certificates;transactions contemplated hereby or seeking monetary damages in connection therewith.

Conditions to Closing. (a) The obligations of the Purchaser under this This Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of and the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller Lender under this Agreement shall be subject to the prior or concurrent satisfaction of the conditions precedent set forth below: (a) the Borrower shall have duly executed and delivered to the Lender this Agreement and any other Loan Documents to which it is a party; (b) the Borrower shall have delivered UCC financing statements and any notices or other documents or instruments in form satisfactory to the Lender necessary to evidence and perfect the security interest in the Collateral granted to the Lender hereunder; (c) UCC and other Lien searches showing no existing security interests in or Liens on the Collateral, together with such payoff documentation reasonably acceptable to Lender as may be necessary to release any Liens on the Collateral; (d) the Borrower shall have paid all reasonable out-of-pocket costs and expenses of the Lender that have been invoiced relating to this Agreement; (e) each representation or warranty by the Borrower contained herein or in any other Loan Document shall be true and correct as of the date or dates specified in all material respects; on and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinDate; (2f) If required pursuant no Default or Event of Default (i) shall have occurred and be continuing, or (ii) could reasonably be expected or anticipated to Section 3 hereof, result from the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the AmendmentTerm Loan; (3g) The Pooling the making of the Term Loan shall not violate any requirement of applicable law in any material respect and Servicing Agreementshall not be subject to any injunction or stay; (h) upon the filing of any financing statements, the Liens in favor of the Lender shall have been duly perfected and shall constitute first priority Liens, and the Collateral shall be free and clear of all Liens other than Liens in favor of the Lender; and (i) the Borrower shall have delivered corporate resolutions, incumbency certificates, certified organizational documents, good standing certificates and similar documents, in form and substance reasonably satisfactory to the Trustee Lender. The request and acceptance by the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer Borrower of the Mortgage Loan Seller dated as proceeds of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Term Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject deemed to the satisfactionconstitute, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof of such request or acceptance, a representation and as of warranty by the Closing Date, and no event shall Borrower that the conditions in this Section 8 have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaserbeen satisfied. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3iii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4iv) A certificate of an officer of the Mortgage Loan Seller EMC dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller EMC authorizing the transactions contemplated by this Agreement, together with copies of the charter and articles of incorporation, by-laws and certificate of the Mortgage Loan Sellergood standing of EMC; (5v) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6vi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (7vii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement or the Pooling and Servicing Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to EMC and the Mortgage Loan SellerTrustee, and all documents required thereby duly executed by all signatories; (3iii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles certificate of incorporationformation, limited liability company agreement and evidence as to the good standing of the Purchaser dated as of a recent date; (4iv) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;, the Trustee and the Rating Agencies; and (5v) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The obligations of Nukkleus and Brilliant to consummate the Purchaser under this Agreement will be Merger is subject to the satisfactionfulfillment or waiver of certain closing conditions, on or prior to the Closing Dateincluding, of the following conditions: but not limited to, (i) Each the approval of Nukkleus’s stockholders, (ii) the obligations approval of Brilliant’s shareholders, (iii) the Mortgage Loan Seller required to approval of Nukkleus’s application for the listing on the Nasdaq Capital Market of Nukkleus Common Stock, and (iv) certain other closing conditions as set forth in the Merger Agreement. The closing conditions may be performed at or prior to waived by the Closing Date pursuant to parties in accordance with the terms of this Agreement shall have been duly performed and complied the Merger Agreement, without recirculation or resolicitation. The Combined Company intends to apply to list its shares on the Nasdaq Capital Market (for more information on the listing process with in all material respects; all respect to shares of Nukkleus Common Stock please refer to the section titled “Requirements for Nasdaq listing” from page 110). In addition, the obligation of Nukkleus to consummate the Merger is subject to the fulfillment or waiver of other closing conditions, including, but not limited to, (i) the representations and warranties of the Mortgage Loan Seller under this Agreement shall be Brilliant being true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant standards applicable to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date such representations and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling warranties and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class covenants of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have Brilliant having been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers performed or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, (ii) no Material Adverse Effect (as defined in the Merger Agreement) having occurred, (iii) Nukkleus having a gross amount of no less than $10,000,000 in cash and all cash equivalents available to it immediately after the Closing, including the proceeds from the Trust Fund (prior to the payment of Transaction Costs), (iv) Brilliant remaining listed on Nasdaq, and (v) Brilliant’s unpaid debt, excluding certain transactions costs, not exceeding a threshold specified in the Merger Agreement. The obligation of Brilliant to consummate the Business Combination is also subject to the fulfillment or waiver of other closing conditions, including, but not limited to, (i) the representations and warranties of the Purchaser under this Agreement shall be Nukkleus being true and correct to the standards applicable to such representations and warranties and each of the covenants of Nukkleus having been performed or complied with in all material respects as of the date hereof and as of the Closing Daterespects, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all no Material Adverse Effect (as defined in the Merger Agreement) having occurred, and (iii) transactions costs of the following closing documents, Business Combination not exceeding certain thresholds set forth in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Merger Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. The Purchaser's obligations hereunder are subject to the fulfillment of the following conditions precedent. In the event that any of the conditions set forth below are not satisfied, the Purchaser shall not have any obligation to purchase any of the Mortgage Loans or to pay the Purchase Proceeds as contemplated hereunder and shall instead be entitled, in its sole discretion, to terminate this Agreement in its entirety. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of made by the Mortgage Loan Seller under this Agreement hereunder shall be true and correct in all material respects as of the date or dates specified in all material respects; Closing Date and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations Seller shall have delivered to the Purchaser all of the Mortgage Loan Seller under this Agreement shall be subject Documents in accordance with Section 2.5 and a complete Mortgage File with respect to the satisfaction, on or prior to the Closing Date, each Mortgage Loan. (c) Each of the following conditions: (i) The obligations of the Purchaser terms and conditions set forth herein which are required to be performed by it satisfied on or prior to before the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of satisfied unless waived by the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan prejudiced party(ies). (d) The Seller shall have received a certificate delivered to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of Purchaser on or before the Closing Date the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereina fully executed Agreement; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan SellerSchedule, and all documents required thereby duly executed by all signatorieswhich shall include, without limitation, the Stated Principal Balance of each Mortgage Loan; (3) A certificate of an officer of the Purchaser dated as of the Closing Dateexecuted Funding Schedule, in a the form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent dateExhibit B hereto; (4) One or more opinions an Officer's Certificate, in the form of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan SellerExhibit C hereto; (5) Such an executed Authorized Signatories Agreement, in the form of Exhibit D hereto; and (6) such other documents, certificates (including additional representations documents related to the purchase and warranties) sale of the Mortgage Loans and opinions the Servicing Rights as the Purchaser may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;request.

Conditions to Closing. (a) The obligations of the Standby Purchaser under this Agreement will be to consummate the transactions contemplated hereunder are subject to the satisfactionfulfillment, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement Company in Section 3 shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as if made on such date (except for representations and warranties (A) made as of a specified date, which shall be true and correct in all material respects as of such specified date or (B) qualified as to materiality, which shall be true and correct in all respects, subject to such qualifications); (ii) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have been any Material Adverse Effect, nor shall there have occurred any breach of any covenant of the Company set forth in Section 6 hereof; (iii) As of the Closing Date, and no event trading in the Common Stock shall not have been suspended by the Commission or NASDAQ or trading in securities generally on NASDAQ shall not have been suspended or limited or minimum prices for securities generally shall not have been established on the NASDAQ (a “Market Adverse Effect”); (iv) The Company shall have occurred which would constitute a breach by it received shareholder approval of (A) the sale to the Standby Purchasers and (B) an amendment to the Company’s Certificate of Amendment to the Certificate of Incorporation to increase the number of shares of authorized Common Stock to authorize sufficient shares of Common Stock for completion of the terms of Stock Offerings as contemplated by this Agreement, and the Mortgage Loan Seller such amendment shall have received a certificate been duly filed, and become effective; (v) The Company shall have obtained any (A) required federal, state and regulatory approvals for the Stock Offerings on conditions reasonably satisfactory to that effect signed by an authorized officer the Designated Investor Directors, including, without limitation, approvals of Banking Regulators, if any, and (B) any stockholder approvals or other approvals required under applicable law or NASDAQ rules; (vi) On or before the Closing Date, the Company shall cause the Board of Directors of the Purchaser.Company to take the following actions, subject to the approval of applicable Banking Regulators: A. In accordance with Article SIXTH of the Certificate of Incorporation, (i) increase the number of members of the Board of Directors from five to ten and (ii) The Mortgage Loan Seller shall have received copies name Xxxxxxx O’Dell, Xxxx Xxxxx, Xxxxxx X. Xxxxxxxx and two individuals designated by Xxxxxxx O’Dell (the “Designated Investor Directors”) to fill the vacancies created by the increase in the number of all directors, with the five new members being assigned to the classes of directors whose terms expire in the following years: Xxxxx X. Xxxxxxxxxx, XX: 2012 Xxxxx Xxxxxxxx: 2012 Xxxxxx X. Xxxxxxxx: 2013 Xxxxxxx O’Dell: 2014 Xxxx X. Xxxxx: 2014 B. Obtain and accept the resignation of Xxxxx X. Xxxxxxx as Chairman of the following closing documentsBoard of Directors of the Company and elect Xxxxxx X. Xxxxxxxx to serve in such capacity; C. Obtain and accept the resignation of Xxxxxx X. Xxxxxx as Chief Executive Officer of the Company and elect Xxxxxxx O’Dell to serve in such capacity; and D. Obtain and accept the resignation of Xxxxxxx X. Xxxxxxx as President of the Company and elect Xxxx Xxxxx to serve in such capacity; (vii) Before the date on which the members of the Board of Directors take the action in accordance with subparagraph (vi), the Company and the members of the Board of Directors shall enter into a mutually acceptable agreement with Xxxxxxx O’Dell, Xxxx Xxxxx and Xxxxxx X. Xxxxxxxx which provides for (a) the renomination of the Designated Investor Directors for election to the Board of Directors of the Company for at least one three-year term upon the expiration of each such Designated Investor Director’s initial term, unless any such Designated Investor Director gives notice to the Company that he does not seek such renomination and (b) subject to any limitation imposed by law or by any Banking Regulator, in such forms the event that any Designated Investor Director is unable to serve as are agreed upon and a director, whether because of resignation, removal or otherwise, the designation by the Designated Investor Directors of a substitute nominee who is reasonably acceptable to the Mortgage Loan SellerCompany’s Board of Directors, duly executed by all signatories other than and the Mortgage Loan Seller as required pursuant appointment of such nominee to the respective terms thereof: (1) If required pursuant Board to Section 3 hereof, the Amendment dated complete such Designated Investor Director’s term as of the Closing Date and any documents referred to thereina director; (2viii) The Pooling and Servicing Agreementaggregate Tier I Capital of the Bank (as defined by applicable Banking Regulators), in form and substance reasonably satisfactory after the inclusion of the net proceeds from the Stock Offerings contributed by the Company to the Mortgage Loan SellerBank and the redemption by the Company of its Fixed Rate Cumulative Perpetual Preferred Stock Series A, and all documents required thereby duly executed shall equal or exceed 8.0% of Total Assets (as defined by all signatoriesBanking Regulators); (3ix) A certificate The Company must have received net proceeds of an officer at least $16.5 million from the Rights Offering and the Public Reoffer, if any (excluding any and all proceeds from the sale of the Purchaser dated as Securities to the Standby Purchasers); provided, however, that if the U.S. Treasury has agreed in writing prior to the Closing to permit the Company to redeem the outstanding shares of Fixed Rate Cumulative Perpetual Preferred Stock Series A at a discount to their stated redemption price, this condition shall be satisfied by the Company’s receipt of net proceeds from the Rights Offering and the Public Reoffer, if any (excluding any and all proceeds from the sale of the Closing Date, in a form reasonably acceptable Securities to the Mortgage Loan Seller, and attached thereto Standby Purchaser) in the resolutions amount of $16.5 million less the amount of such discount; (x) The approval or non-objection of the Purchaser authorizing Banking Regulators of any applications or other filings submitted by the transactions Designated Investor Directors contemplated by this Agreement and without the Pooling and Servicing Agreement, together with copies imposition of any condition which the Designated Investor Directors reasonably determine would be unduly burdensome. Without limiting the generality of the Purchaser’s articles of incorporationforegoing sentence, and evidence as a condition to the good standing approval of one or more change of control applications which requires the Purchaser dated as submission of a recent datefinancial or other information by Persons other than the Designated Investor Directors shall be deemed to be unduly burdensome; (4xi) One or more opinions The applicable Banking Regulator shall have informed the Company and the Standby Purchaser in writing that the following provisions of counsel from the Purchaser’s counsel in form cease-and-desist order outstanding against the Bank (Order No. CN-11-14) shall not be effective as of and substance reasonably satisfactory to after the Mortgage Loan Seller; Closing: Paragraph 9 (5) Such other documents, certificates respecting the submission of a Contingency Plan); Paragraph 12 (including additional representations the prohibition on non-homogeneous lending); Paragraph 14 (limitations on the release of borrowers and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;guarantors); Paragraph 21 (concerning a management succession plan); Paragraph 33 (limiting asset growth); Paragraph 24

Conditions to Closing. The obligation of each party to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before each Closing Date: (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the respective representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of Depositor, the date or dates specified in all material respects; and no event shall have occurred whichDepositor Eligible Lender Trustee, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; Trust and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trust Eligible Lender Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement Articles III and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfactionIV hereof, on or prior to the Closing Daterespectively, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof at and as of the applicable Closing Date as though then made, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date; (b) Each party shall have performed in all material respects all of the covenants and agreements required to be performed and complied with by it under this Agreement prior to the applicable Closing Date; (c) Each party shall have obtained, or caused to be obtained, each consent and approval required in order to complete the transactions contemplated hereby including, without limitation, rating agency confirmations; (d) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (e) On the applicable Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller Depositor shall have received a certificate to that effect signed by an authorized officer of from the Purchaser.Trust the Purchase Price in immediately available funds; (iif) The Mortgage Loan Seller shall have received copies of all On the Initial Closing Date or each Subsequent Closing Date, as applicable, the Depositor, the Depositor Eligible Lender Trustee, the Trust or the Trust Eligible Lender Trustee, as applicable (and any other parties to each of the following closing documentsagreements or instruments), in such forms as are agreed upon shall have executed and reasonably acceptable delivered the following to the Mortgage Loan Sellerapplicable parties, duly executed by all signatories other than together with the Mortgage Loan Seller as required pursuant to execution and delivery of this Agreement (provided, however, that this Agreement shall be deem delivered immediately prior to, but nevertheless subject to, the respective terms thereof:delivery of the following agreements or instruments): (1) If required pursuant to Section 3 hereofOn the Initial Closing Date, an executed original Administration Agreement between the Amendment dated as of Trust and the Closing Date and any documents referred to thereinAdministrator, or, if previously delivered, a confirmation thereof; (2) The Pooling On the Initial Closing Date, an executed original Servicing Agreement between the Trust and Servicing Agreementthe Servicer, or, if previously delivered, a confirmation thereof; (3) On the Initial Closing Date and each Subsequent Closing Date, bills of sale, blanket endorsements and such other instruments of transfer, assignment and delivery as each of the Trust and the Trust Eligible Lender Trustee shall have reasonably requested pursuant to Section 2.02; (4) On the Initial Closing Date and each Subsequent Closing Date, a certificate of an appropriate officer of the Depositor and the Depositor Eligible Lender Trustee, dated the applicable Closing Date, stating that the conditions set forth in subsections 7.01 (b) and (c) to be satisfied by the Depositor and the Depositor Eligible Lender Trustee, respectively, have been satisfied; and (5) On the Initial Closing Date, (a) legal opinions, in form and substance reasonably satisfactory to the Mortgage Loan Sellerparties listed in subsection 7.01(a) and their counsel, with respect to the organization and all documents required thereby duly executed by all signatories; (3) A certificate of an officer authority of the Purchaser dated Depositor and Trust and such other matters as of the Closing Datesuch counsel may reasonably require and (b) such other opinions, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations instruments and warranties) and opinions as agreements xx Xxxxxxxx Xxxx LLP, the Trust or the Trust Eligible Lender Trustee, or their respective counsels, may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;request.

Conditions to Closing. (aA) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Subsequent Transfer Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Subsequent Transfer Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1a) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinMortgage Loan Schedule; (2b) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4c) A a certificate of an officer of the Mortgage Loan Seller dated as of the Closing Subsequent Transfer Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan SellerSeller and evidence as to the good standing of the Mortgage Loan Seller dated as of a recent date; (5d) One one or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6e) A a letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (7f) Such such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement Agreement, if applicable, shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (bB) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Subsequent Transfer Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Subsequent Transfer Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Subsequent Transfer Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3a) A certificate of an officer of the Purchaser dated as of the Closing Subsequent Transfer Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions written consent of the shareholder of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s 's articles of incorporation, bylaws and evidence as to the good standing of the Purchaser dated as of a recent date; (4b) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;; and (5c) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (ia) Each of the obligations of the Mortgage Loan Seller and SMC 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 in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser Seller under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which as of the Closing Date which, with notice or passage of time, would constitute a breach by it of the terms of default under this Agreement, and the Mortgage Loan Seller Purchaser shall have received a certificate to that the foregoing effect signed by an authorized officer of the Purchaser.Seller substantially in the form of Exhibit E. (b) The Purchaser shall have received the following additional closing documents: (i) copies of the Seller’s and SMC’s respective certificates of formation and by-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller; (ii) The Mortgage Loan Seller shall have received copies a copy of all a certificate of good standing of the following closing documents, in such forms as are agreed upon Seller and reasonably acceptable SMC issued by the Secretary of State of the State of Delaware dated not earlier than sixty (60) days prior to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinDate; (2iii) The Pooling an opinion of counsel of the Seller and Servicing AgreementSMC, in form and substance reasonably satisfactory to the Mortgage Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and SMC (each, a “Loan SellerSeller Party”): (A) each Loan Seller Party is a limited liability company duly organized, validly existing and all documents required thereby duly executed by all signatoriesin good standing under the laws of the State of Delaware; (3B) A certificate each Loan Seller Party has the power to perform its obligations under this Agreement and the Indemnification Agreement; (C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of an officer this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of the Purchaser dated as Seller enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the Closing Date, in a form reasonably acceptable provisions of the Agreement which purport to the Mortgage provide indemnification with respect to securities law violations; (D) each Loan SellerSeller Party’s execution and delivery of, and attached thereto each Loan Seller Party’s performance of its obligations under, each of this Agreement and the resolutions Indemnification Agreement do not and will not conflict with each Loan Seller Party’s organizational documents or conflict with or result in the breach of any of the Purchaser authorizing terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which each Loan Seller Party is a party or by which each Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on each Loan Seller Party; (E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and (F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Pooling and Servicing Indemnification Agreement, together with copies except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and (iv) a letter from counsel of the Purchaser’s articles of incorporation, and evidence as Seller substantially to the good standing effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Purchaser dated Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a recent date;material fact or omits to state a material fact necessary in order to make the statements therein relating to the 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 Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement. (4c) One or more opinions of counsel from the Purchaser’s counsel in form The Certificates shall have been concurrently issued and substance reasonably satisfactory sold pursuant to the Mortgage Loan Seller;terms of the Certificate Purchase Agreements and the Underwriting Agreement. (5d) Such The Seller and SMC shall have executed and delivered concurrently herewith the Indemnification Agreement. (e) The Seller and SMC shall furnish the Purchaser with such other documents, certificates (including additional representations of its officers or others and warranties) such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;request.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the each Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the each Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement or the Insurance Agreement; and the Purchaser and the Certificate Insurer shall have received certificates to that effect signed by authorized officers of each of the Mortgage Loan SellerSellers. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3iii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Trustee, the Certificate Insurer and the Purchaser, and all documents required thereby duly executed by all signatories; (4iv) A certificate of an officer of EMC dated as of the Mortgage Loan Seller Closing Date, in a form reasonably acceptable to the Purchaser and the Certificate Insurer, and attached thereto the resolutions of EMC authorizing the transactions contemplated by this Agreement and the other Transaction Documents to which it is a party, together with copies of the articles of incorporation, by-laws and certificate of good standing of EMC; (v) A certificate of an officer of Master Funding dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller Master Funding authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws written consent of the Mortgage Loan Sellersole member, limited liability company agreement and certificate of good standing of Master Funding; (5vi) One or more opinions of counsel from the Mortgage Loan Seller’s Sellers’ counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee Trustee, the Certificate Insurer and each Rating Agency; (6vii) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (7viii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesCertificates (without taking into account the Class II-A-2 Policy). (iii3) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv4) The Each Mortgage Loan Seller shall have furnished to the Purchaser and the Certificate Insurer such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser Purchaser, the Certificate Insurer and its their respective counsel may reasonably request. (b) The obligations of the each Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement or the Pooling and Servicing Agreement or the Insurance Agreement, and the each Mortgage Loan Seller and the Certificate Insurer shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Each Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the each Mortgage Loan Seller, duly executed by all signatories other than the related Mortgage Loan Seller as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to EMC, the Mortgage Loan SellerTrustee and the Certificate Insurer, and all documents required thereby duly executed by all signatories; (3iii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan SellerSeller and the Certificate Insurer, and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and Agreement, the Pooling and Servicing AgreementAgreement and the other Transaction Documents to which it is a party, together with copies of the Purchaser’s articles certificate of incorporationformation, limited liability company agreement and evidence as to the good standing of the Purchaser dated as of a recent date; (4iv) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the each Mortgage Loan Seller;, the Trustee, the Certificate Insurer and the Rating Agencies; and (5v) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Certificates (without taking into account the Class II-A-2 Policy).

Conditions to Closing. 3.1 Closing shall be conditional on the following Conditions having been fulfilled or waived in accordance with this Agreement: (a) The obligations the passing of an ordinary resolution by the shareholders of the Purchaser under this Agreement approving the Proposed Transaction for the purposes of Chapter 10 of the Listing Rules and the passing of a resolution by the shareholders of the Purchaser authorising the directors of the Purchaser to allot the Consideration Shares (the Resolutions); (b) the Consideration Shares having been allotted to the Sellers unconditionally subject only to their admission to the Official List and to trading as referred to in Clause 3.1(c); (c) the UK Listing Authority having acknowledged that the application for the admission of the Consideration Shares to the Official List has been approved and will become effective and the London Stock Exchange having acknowledged that the Consideration Shares will be subject admitted to trading on the satisfaction, on or prior to the Closing Date, of the following conditionsLondon Stock Exchange’s main market for listed securities with effect from Closing; (d) either: (i) Each of confirmation having been received in writing by the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice Purchaser or the passage of time, would constitute Sellers from the UK Competition and Markets Authority (the CMA) that: (A) the CMA does not intend to refer the Proposed Transaction or any matters arising therefrom for a default under this Agreement, Phase 2 CMA Reference; or (B) the CMA does not intend to refer the Proposed Transaction or any matters arising therefrom for a Phase 2 CMA Reference on the Pooling and Servicing Agreement; condition that undertakings in lieu are provided and the Purchaser shall have received certificates agreeing to that effect signed by authorized officers of give such undertakings as the Mortgage Loan Seller.Purchaser (in its sole discretion, but in coordination and consultation with the Sellers) considers satisfactory; or (ii) The Purchaser shall have received all following a Phase 2 CMA Reference of the following closing documentsProposed Transaction or any matters arising therefrom, in such forms as are agreed upon and reasonably acceptable to confirmation having been received by the Purchaser, duly executed by all signatories (other than Purchaser from the Purchaser) as required pursuant to the respective terms thereofCMA that: (1A) If required pursuant the Proposed Transaction has not resulted or may not be expected to Section 3 hereof, result in a substantial lessening of competition within any market or markets in the Amendment dated as of the Closing Date and any documents referred to thereinUK for goods or services (SLC); (2B) If required pursuant the Proposed Transaction has resulted, or may be expected to Section 3 hereofresult, in a SLC but no action should be taken by itself or others to remedy, mitigate or prevent such outcome; or (C) the Proposed Transaction has resulted, or may be expected to result, in a SLC and that it will seek undertakings or make an order, and the Purchaser agreeing to give such undertakings or accept such order as, acting reasonably and in coordination and consultation with the Sellers, the Final Mortgage Loan Schedule containing Purchaser considers satisfactory (in consultation with the information set forth Sellers) provided that (a) the Purchaser shall not be obliged to give any undertakings sought or agree to any orders proposed by the CMA or otherwise take ancillary actions reasonably necessary to ensure clearance that (i) have a cumulative material adverse effect on Exhibit 2 heretothe Purchaser and/or the Target Group; or (ii) would not be reasonable for the Purchaser and/or the Target Group from a financial or strategic perspective; and (b) in the event the Purchaser agrees any such undertakings or accepts any such orders and those undertakings or orders have a financial impact on the Purchaser and/or the Target Group (the Reasonable Remedies Impact Amount), one copy the Initial Price will be reduced by a reasonable contribution to be attached to each counterpart of the AmendmentReasonable Remedies Impact Amount by the Sellers (the Remedies Contribution Amount); (3e) The Pooling and Servicing Agreementinsofar as the Proposed Transaction lacks a “Community dimension” within the meaning of article 1 of Council Regulation (EC) No 139/2004 (the European Union Merger Regulation), the competition authority of any relevant EU Member State in form and substance reasonably satisfactory which notification is required requesting referral to the Trustee European Commission pursuant to article 22(1) of the European Union Merger Regulation to review all or part of the Proposed Transaction and the Purchasersuch a request being accepted, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditionseither: (i) The obligations the European Commission declaring the Proposed Transaction to be compatible with the common market pursuant to article 6(1)(b) (an EUMR Article 6.1 (b) Decision), 8(1) or 8(2) (an EUMR Article 8 (1) or 8 (2) Decision) of the Purchaser required European Union Merger Regulation applied directly or pursuant to be performed by it article 22(4) subparagraph 1 of the European Union Merger Regulation in respect of all parts of the Proposed Transaction which were the subject of such a request, either unconditionally or: (A) in the case of an EUMR Article 6(1)(b) decision, on or prior conditions satisfactory to the Closing Date Purchaser (in its sole discretion, in coordination and consultation with the Sellers; or (B) in the case of an EUMR Article 8(1) or 8(2) Decision, on conditions satisfactory to the Purchaser acting reasonably and in coordination and consultation with the Sellers provided that (a) the Purchaser shall not be obliged to give any remedies sought by the European Commission or otherwise take ancillary actions reasonably necessary to secure clearance that (i) have a cumulative material adverse effect on the Purchaser and/or the Target Group; or (ii) would not be reasonable for the Purchaser and/or the Target Group from a financial or strategic perspective; and (b) in the event the Purchaser agrees any such remedies and those remedies have a financial impact on the Purchaser and/or the Target Group (the Reasonable Remedies Impact Amount), the Initial Price will be reduced by a reasonable contribution to the Reasonable Remedies Impact Amount by the Sellers (the Remedies Contribution Amount); or (ii) all parts of the Proposed Transaction which were the subject of the request having been deemed compatible with the common market pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all article 10(6) of the representations and warranties European Union Merger Regulation applied directly or pursuant to article 22(4) subparagraph 1 of the European Union Merger Regulation; (f) no EE Material Adverse Change having occurred; and (g) no BT Material Adverse Change having occurred. 3.2 The Purchaser under can deduct from the Initial Price its estimate of the Remedies Contribution Amount (acting reasonably and in good faith). If Closing occurs and the Initial Price has been reduced by the Remedies Contribution Amount (being the Contribution Price Reduction), then if the Sellers consider (acting reasonably and in good faith) that the valuation of the Reasonable Remedies Impact Amount was too high and, accordingly, that the Remedies Contribution Amount was too great, then the Sellers may, within 10 Business Days of Closing, serve a written notice on the Purchaser requiring that such matters be agreed or determined pursuant to and in accordance with the Closing Statement process, in which case the mechanism and provisions of Schedule 9 to this Agreement shall be true and correct in all material respects construed so as also to apply, mutatis mutandis, to the agreement or determination of the date hereof Reasonable Remedies Impact Amount and as the Remedies Contribution Amount and if, pursuant to such mechanism and provisions, the Remedies Contribution Amount is agreed or determined to be less than the amount of the Closing DateContribution Price Reduction, and no event then the Purchaser shall have occurred which would constitute a breach by it of pay an amount equal to such shortfall to the terms of this AgreementSellers, and the Mortgage Loan Seller provisions of paragraphs 6 and 7 of Part C of Schedule 9 shall have received a certificate apply to such payment. 3.3 The Purchaser shall, at its own cost, use all reasonable endeavours to ensure that effect signed by an authorized officer each of the Purchaser. (iiConditions set out in Clauses 3.1(a) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;3.1

Conditions to Closing. (a) Section 14.1. The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (ia) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (iib) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1a) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2b) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3c) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4d) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5e) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6f) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7g) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iiic) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (ivd) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) Section 14.2. The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (ia) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (iib) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1a) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2b) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3c) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s 's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4d) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5e) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit EXHIBIT 2 hereto, one copy to be attached to each counterpart of the Amendment; (3iii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4iv) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and articles of incorporation, by-laws and certificate of good standing of the Mortgage Loan Seller; (5v) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6vi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (7vii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear Xxxxxxx Stearns pursuant to the Underwriting xxx Xxderwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear XxxxxxxStearns. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement or the Pooling and Servicing Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan SellerSeller and the Trustee, and all documents required thereby duly executed by all signatories; (3iii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles 's certificate of incorporationformation, limited liability company agreement and evidence as to the good standing of the Purchaser dated as of a recent date; (4iv) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;, the Trustee and the Rating Agencies; and (5v) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s 's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of obtained the Mortgage Loan Seller. (ii) The Purchaser Purchaser’s Waivers and Seller shall have received all obtained the Seller’s Waivers. Each of the following closing documentsPurchaser and Seller shall deliver at Closing an updated Parties-in-Interest Certification, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable prepared by Fidelity National Title Insurance Company, Inc. or such other nationally recognized title company selected by Purchaser (the "Title Company"), certifying as to the identity of any party-in-interest with respect to Seller's Premises and Purchaser’s Premises, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably requestrespectively. (b) The As conditions precedent to Purchaser's obligations with respect to the Closing: 1) No later than seven days prior to the Closing Date, Seller shall have delivered to the Purchaser (x) unsigned execution copies of all of the Mortgage Loan documents, instruments and other deliverables required to be executed and delivered by Seller under pursuant to this Agreement at the Closing, thereby demonstrating that Seller is prepared to satisfy all of its obligations pursuant to the provisions of this Agreement and (y) Seller’s Waiver; 2) No material representation or warranty made by Seller pursuant to Section 6(a) hereof shall be subject untrue, as of the Closing Date in any material respect (it being understood that a representation and warranty shall be deemed untrue in a “material respect” only if the inaccuracy therein prevents Seller from selling the Subject Floor Area Development Rights in the manner contemplated by this Agreement or would expose Purchaser to material post-closing liability or claims); 3) There shall be no material default by Seller in its covenants hereunder whichwould prevent Seller from selling the satisfactionSubject Floor Area Development Rights in the manner contemplated by this Agreement and 4) Seller shall have otherwise satisfied, on or prior to the Closing DateClosing, all of its obligations under this Agreement. (c) As conditions precedent to Seller's obligations with respect to the following conditionsClosing: (i1) The obligations of the Purchaser required to be performed by it on or no later than seven days prior to the Closing Date pursuant to the terms of this Agreement Date, Purchaser shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan delivered to Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (iix) The Mortgage Loan Seller shall have received unsigned execution copies of all of the following closing documents, in such forms as are agreed upon instruments and reasonably acceptable other deliverables required to be executed and delivered by Purchaser at the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required Closing pursuant to the respective terms thereof:this Agreement, and (y) Purchaser’s Waiver. (12) If required no material representation or warranty made by Purchaser pursuant to Section 3 hereof6(b) hereof shall be untrue, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in any material respect (it being understood that a form reasonably acceptable to representation and warranty shall be deemed untrue in a “material respect” only if the Mortgage Loan Seller, and attached thereto inaccuracy therein prevents Seller from selling the resolutions of Subject Floor Area Development Rights in the Purchaser authorizing the transactions manner contemplated by this Agreement and or would expose Seller to material post-closing liability or claims); 3) There shall be no material default by Purchaser in its covenants hereunder which would prevent Purchaser from purchasing the Pooling and Servicing Subject Floor Area Development Rights in a manner contemplated by this Agreement; and 4) Purchaser shall have otherwise satisfied, together with copies of the Purchaser’s articles of incorporation, and evidence as on or prior to the good standing Closing, all of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;its obligations under this Agreement.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit EXHIBIT 2 hereto, one copy to be attached to each counterpart of the Amendment; (3iii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4iv) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and articles of incorporation, by-laws and certificate of good standing of the Mortgage Loan Seller; (5v) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6vi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (7vii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement or the Pooling and Servicing Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan SellerSeller and the Trustee, and all documents required thereby duly executed by all signatories; (3iii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles 's certificate of incorporationformation, limited liability company agreement and evidence as to the good standing of the Purchaser dated as of a recent date; (4iv) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;, the Trustee and the Rating Agencies; and (5v) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. 5.1 Delivery of Title Commitment and Survey. (a) Purchaser, at Purchaser’s sole cost and expense, shall obtain, within five (5) business days after the date of this Agreement, an ALTA Title Commitment for an Owner’s Policy of Title Insurance (a “Title Policy”) issued by Boston, Massachusetts National Accounts office of Lawyers Title Insurance Corporation (the “Title Company”), together with legible copies of any covenants, easements, and other items listed in the Title Commitment as exceptions to title to the Property. The obligations Title Policy, when delivered, shall name Purchaser as insured, and shall be in the amount of the Purchase Price, insuring that Purchaser under this Agreement will be subject owns good and indefeasible fee simple title to the satisfactionProperty, on or prior subject only to the Closing DatePermitted Exceptions. Seller shall also deliver to Purchaser, of along with the following conditions: other Review Documents noted in Section 4.2, (i) Each the most recently available as-built survey in Seller’s possession (“Survey”) of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed Property, and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documentsan affidavit by Seller that there has been no material construction, in such forms as are agreed upon and reasonably acceptable demolition or modification to the Purchaser, duly executed by all signatories (other than property since the Purchaser) as required pursuant survey. If the Purchaser requires an update to the respective terms thereof: (1) If required pursuant to Section 3 hereofSurvey, the Amendment dated as of the Closing Date it shall be at Purchaser’s sole cost and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably requestexpense. (b) The obligations Purchaser shall have until the end of the Mortgage Loan Inspection Period within which to approve or disapprove the Title Commitment and the Survey, including the information reflected therein, such approvals or disapprovals to be within Purchaser’s sole discretion (any such disapproved item or matter herein referred to as a “Title Exception”). If Purchaser fails to disapprove any item or information contained in the Title Commitment or Survey by written notice delivered to Seller under this Agreement of Purchaser’s objection to such Title Exception(s) (a “Title Objection Notice”), prior to the expiration of the Inspection Period, Purchaser shall be deemed to have approved such Title Exception(s) and shall accept title to the Property as reflected in the Title Commitment and Survey, and subject to the satisfaction, on or Permitted Exceptions (as defined below). If Purchaser delivers a Title Objection Notice to Seller prior to the Closing Date, expiration of the following conditions: Inspection Period, Seller shall have the right (without any obligation to do so) to cure or attempt to cure the Title Exception(s) referenced in Purchaser’s Title Objection Notice within ten (10) days after Purchaser’s delivery of the Title Objection Notice. In the event Seller is unable to cure or elects not to cure any one or more of the Title Exception(s) referenced in the Title Objection Notice, Seller may notify Purchaser in writing of such inability or election and Purchaser shall have the right to either: (a) waive such title matter(s) and, at Closing accept title to the Property subject to said Title Exceptions or (b) terminate this Agreement by giving written notice to Seller within five (5) business days of Seller’s notification to Purchaser of its inability or unwillingness to cure said Title Exceptions, in which event the Xxxxxxx Money (including all interest earned thereon) shall be returned to Purchaser and Purchaser and Seller shall be relieved of any further obligations or responsibilities hereunder except as otherwise provided in this Agreement to the contrary. The term “Permitted Exceptions”, as used herein, shall mean (i) The obligations the Title Exception(s) listed in Schedule B of the Title Commitment specified which Purchaser required approves, waives or is deemed to be performed by it on or prior to the Closing Date approve pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the PurchaserSection 5.1. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling Sale and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling Trust Agreement, in form and substance reasonably satisfactory to the Purchaser, and all documents required thereby duly executed by all signatories; (4) The Sale and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Mortgage Loan Seller, Issuer, Indenture Trustee, Securities Administrator and the Purchaser, and all documents required thereby duly executed by all signatories; (45) The Indenture, in form and substance reasonably satisfactory to the Indenture Trustee, Securities Administrator, the Issuer and the Purchaser, and all documents required thereby duly executed by all signatories; (6) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (57) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Issuer, the Note Insurer, the Indenture Trustee and each Rating Agency; (6) 8) A letter from each of the Rating Agencies giving each Class of Certificates Notes set forth on Schedule A the rating set forth on Schedule A; and (79) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesNotes. (iiib) The Certificates Notes to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (ivc) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of 7.1 Purchaser shall not be obligated to close the Purchaser under purchase and sale transaction contemplated by this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received until all of the following closing documents, in such forms as are agreed upon conditions have been satisfied: 7.1.1 Lessee shall have executed and reasonably acceptable delivered with respect to the Purchaser, duly executed by all signatories Project (other than the PurchaserA) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; five (5) One or more opinions original counterparts of counsel from a lease agreement (the Mortgage Loan Seller’s counsel otherwise "Lease") in the form attached hereto as Exhibit 7.1.1 and substance reasonably satisfactory to at the Purchaser, rents indicated in Exhibit 7.1.1; and (B) a memorandum of lease in the Trustee and each Rating Agencyform specified in the Lease (the "Memorandum of Lease"); (6) A letter from each 7.1.2 Lessee shall have delivered to Purchaser certificates evidencing the insurance coverage to be carried by Lessee under the terms of the Rating Agencies giving each Class Lease naming Purchaser and Lender, if any, as loss payees and additional named insureds; 7.1.3 All representations, warranties and covenants of Certificates Seller set forth on Schedule A the rating herein, and of Lessee set forth on Schedule A; and (7) Such other documentsin the Lease, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued true and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with correct in all material respects, respects when made and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof at and as of the Closing; 7.1.4 All agreements and conditions required to be performed or complied with by Seller prior to or at the time of Closing Date, and no event in connection with the transaction contemplated hereby shall have occurred been duly performed or complied with prior to or at such time; 7.1.5 There shall have been no material adverse change in the financial condition of Seller since the date of its audited financial statements most recently delivered to Purchaser and there shall be no conditions then existing which would constitute cause a breach by it material adverse change to the financial condition of Seller; 7.1.6 Seller shall have delivered to Purchaser and Lender appropriate evidence (including attorneys opinions) as to the terms existence, good standing and qualification of Seller, the due authorization, execution, delivery, legality, binding effect and enforceability of this Agreement, the Lease and, upon execution and delivery, the Mortgage Loan Lease and other documents to be delivered by Seller pursuant hereto and thereto, and as to such other matters as Purchaser or Lender may reasonably require; 7.1.7 There shall exist neither any Event of Default under the Lease or a material default by Seller under this Agreement nor any event or circumstance with which the giving of notice or passage of time or both would constitute an Event of Default under the Lease; 7.1.8 Purchaser shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreementreceived, in form and substance content reasonably satisfactory to Purchaser and satisfactory to Lender, updates of the Mortgage Loan SellerAppraisal, Environmental Report and the Architectural/Engineering Report (as all documents required thereby duly executed by all signatoriesare defined in Exhibit 5.2); (3) A certificate of an officer 7.1.9 The Loan shall have been funded substantially in accordance with the terms of the Purchaser dated as of the Closing Date, in a form Loan Commitment and pursuant to loan documents reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions Purchaser; and 7.1.10 The closing of the transaction contemplated under the Other Agreement. In the event any of the foregoing conditions are not satisfied at or prior to Closing, Purchaser authorizing the transactions contemplated by may elect to terminate this Agreement and in which event neither party shall have any further liability to the Pooling and Servicing Agreementother hereunder, together with copies except for Surviving Covenants. Purchaser shall have the right in its absolute discretion to waive any or all of the Purchaser’s articles of incorporation, and foregoing conditions. 7.2 Seller shall not be obligated to close until all the following conditions have been satisfied: 7.2.1 Purchaser shall have delivered to Seller appropriate evidence as to the existence, good standing and qualification of Purchaser to transact business in the state in which the Project is located; 7.2.2 Purchaser shall have delivered to Seller appropriate evidence (including attorneys opinions) as to the existence, good standing and qualification of Purchaser, the due authorization, execution, delivery, legality, binding effect and enforceability of this Agreement, and, upon execution and delivery, the Lease and other documents to be delivered by Purchaser pursuant hereto, and as to such other matters as Seller may reasonably require; 7.2.3 There shall exist no material default on the part of Purchaser under the Lease or this Agreement; 7.2.4 All representations, warranties and covenants of Purchaser set forth herein shall have been true and correct when made and shall be true and correct at Closing; 7.2.5 All agreements and conditions required to be performed or complied with by Purchaser prior to or at the time of Closing in connection with the transaction contemplated hereby shall have been duly performed or complied with prior to or at such time; and 7.2.6 The closing of the Purchaser dated as transaction contemplated under the Other Agreement. In the event any of a recent date; (4) One the foregoing conditions are not satisfied at or more opinions of counsel from the Purchaser’s counsel prior to Closing, Seller may elect to terminate this Agreement in form and substance reasonably satisfactory which event neither party shall have any further liability to the Mortgage Loan Seller; (5) Such other documentshereunder, certificates (including additional representations and warranties) and opinions as may be reasonably necessary except for Surviving Covenants. Seller shall have the right in its absolute discretion to secure waive any or all of the intended rating from each Rating Agency for the Certificates;foregoing conditions.

Conditions to Closing. 5.1 Conditions to Purchaser's Obligations at the Closing. The Purchaser's obligations to effect the Closing, including without limitation its obligation to purchase a the Debenture and Warrant at the Closing, are conditioned upon the fulfillment (aor waiver by such Purchaser) The obligations of each of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to following events as of the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of 5.1.1 the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions Company set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all respects as of such date as if made on such date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and correct in all respects as of that particular date); 5.1.2 the Company shall have complied with or performed in all material respects all of the agreements, obligations and conditions set forth in this Agreement and the Joint Investor Securities Purchase Agreement that are required to be complied with or performed by the Company on or before such Closing; 5.1.3 the Closing Date shall occur on a date that is not later than March 25, 2002; 5.1.4 the Company shall have delivered to the Purchaser a certificate, signed by the Chief Executive Officer and Chief Financial Officer of the Company, certifying that the conditions specified in this paragraph 5.1 have been fulfilled as of the Closing, it being understood that the Purchaser may rely on such certificate as though it were a representation and warranty of the Company made herein; 5.1.5 the Company shall have delivered to the Purchaser an opinion of counsel for the Company, dated as of such date, in substantially the form set forth on Exhibit 5.1.5 hereto; 5.1.6 the Company shall have delivered to the Purchaser the Debenture and the Warrant; 5.1.7 the Company shall have executed and delivered Amendment No. 1; 5.1.8 the Company shall have executed and delivered the Security Agreement in the form satisfactory to the Purchaser and made any requisite filings with respect thereto with the appropriate Governmental Authorities, and shall have provided such purchaser with reasonable evidence thereof, and the Purchaser shall have received an opinion of counsel satisfactory to the Purchaser with respect to the validity of the Security Agreement; 5.1.9 the Common Stock shall be quoted and actively traded on the Nasdaq National Market System; 5.1.10 there shall have been no material adverse change in the Company's consolidated business or financial condition since the date of the Company's most recent audited financial statements contained in the Disclosure Documents; 5.1.11 the Company shall have authorized and reserved for issuance at least one hundred and fifty percent (150%) of the aggregate number of shares of Common Stock issuable upon conversion of all of the Investment Debentures and exercise of all of the Investment Warrants to be issued at the Initial Closing (such number to be determined using the Conversion Price and Exercise Price in effect on the Initial Closing Date and without regard to any restriction on the ability of a holder to convert the Investment Debentures or exercise the Investment Warrants as of such date); 5.1.12 there shall be no injunction, restraining order or decree of any nature of any court or Government Authority of competent jurisdiction that is in effect that restrains or prohibits the consummation of the transactions contemplated hereby and by the Transaction Documents; and 5.1.13 each of the Company's executive officers shall have executed and delivered a letter agreement addressed to such Purchaser regarding such person's agreement to refrain from selling such person's holdings of Common Stock consistent with the Company's covenant contained in Section 4.13 hereof. 5.2 Conditions to Company's Obligations at the Closing. The Company's obligations to effect the Closing are conditioned upon the fulfillment or waiver by the Company of each of the following events as of the date hereof of such Closing: 5.2.1 the representations and warranties of the Purchaser shall be true and correct in all respects as of such date as if made on such date (except that to the Closing Dateextent that any such representation or warranty relates to a particular date, such representation or warranty shall be true and no event correct in all respects as of that particular date); 5.2.2 the Purchaser shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of complied with or performed all of the following closing documentsagreements, obligations and conditions set forth in this Agreement that are required to be complied with or performed by the Purchaser on or before such forms Closing; 5.2.3 the Conversion Price (as are agreed upon and reasonably acceptable to defined in the Mortgage Loan Seller, duly executed by all signatories other Debentures) shall not be less than the Mortgage Loan Seller as required pursuant to the respective terms thereof:four dollars ($4.00); (1) If required pursuant to Section 3 hereof, the Amendment dated as of 5.2.4 the Closing Date and any documents referred to thereinshall occur on a date that is not later than March 25, 2002; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of 5.2.5 the Purchaser dated as shall have executed and delivered SPA Amendment No. 1; and 5.2.6 there shall be no injunction, restraining order or decree of any nature of any court or Government Authority of competent jurisdiction that is in effect that restrains or prohibits the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions consummation of the Purchaser authorizing the transactions contemplated hereby and by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Transaction Documents.

Conditions to Closing. (a) The obligations obligation of each Purchaser to purchase and pay for the Series 2009A Notes to be sold to such Purchaser under this Agreement will be at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing DateClosing, of the conditions set forth in Section 4 of the Note Purchase Agreement (except that (1) all references to “Purchaser” therein shall be deemed to refer to the Purchasers hereunder, all references to “this Agreement” shall be deemed to refer to the Note Purchase Agreement as supplemented by this Supplement, all references to the “Closing” therein shall be deemed to refer to the Closing as defined herein, and all references to “Notes” or “Series 2008A Notes” therein shall be deemed to refer to the Series 2009A Notes, and as hereafter modified, and (2) the Memorandum, as defined in Section 5.3 of Exhibit A hereto, is deemed to be the “Memorandum” for purposes of the closing condition in Section 4.2 of the Note Purchase Agreement), and to the following additional conditions: (ia) Each of Except as supplemented, amended or superseded by the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed representations and complied with warranties set forth in all material respects; all Exhibit A hereto, each of the representations and warranties of the Mortgage Loan Seller under this Obligors set forth in Section 5 of the Note Purchase Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached Obligors shall have delivered to each counterpart of Purchaser an Officer’s Certificate, dated the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as date of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have certifying that such condition has been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably requestfulfilled. (b) The obligations Contemporaneously with the Closing, the Obligors shall sell to each Purchaser, and each Purchaser shall purchase, the Series 2009A Notes to be purchased by such Purchaser at the Closing as specified in Schedule A. (c) Subject to the limitations set forth in that certain Letter Agreement of even date herewith by and among the Company and the Purchasers (the “Letter Agreement”), the Obligors shall have paid on or before the Closing the fees, charges and disbursements of the Mortgage Loan Seller under this Agreement shall be subject special counsel to the satisfactionPurchasers incurred in connection with the issuance of the Series 2009A Notes, on or as reflected in a statement of such counsel rendered to the Obligors at least one Business Day prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the PurchaserClosing. (iid) The Mortgage Loan Seller Contemporaneously with the Closing, the Obligors shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable pay to the Mortgage Loan SellerPurchasers (on a pro rata basis) the administrative fee set forth in the Letter Agreement, duly executed provided that the aggregate amount of such administrative fee shall be reduced by all signatories other than the Mortgage Loan Seller as required pursuant amount of fees to be paid by the Obligors to the respective terms thereof: (1) If required special counsel for the Purchasers pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (24(c) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;above.

Conditions to Closing. The obligation of each Lender to make its Loans hereunder on the Closing Date is subject to satisfaction of the following conditions precedent (it being understood that the conditions set forth in Section 3.02 must also be satisfied prior to the initial extension of Loans hereunder): (a) The obligations Administrative Agent’s receipt of the Purchaser under this Agreement will following, each of which shall be subject to the satisfactionoriginals or facsimiles (or delivered by other electronic transmission, on or prior to the Closing Dateincluding as “pdf” files transmitted by electronic mail) unless otherwise specified, each properly executed by a Responsible Officer of the following conditions: (i) Each of the obligations of the Mortgage signing Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred whichParty, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Administrative Agent and its legal counsel: (i) executed counterparts of (A) this Agreement, (B) the PurchaserIntercreditor Agreement and (C) the Guaranty; (ii) a Revolving Credit Note executed by the Borrower in favor of each Lender that has requested such note at least two (2) Business Days in advance of the Closing Date; (iii) executed counterparts of the Security Agreement and each other Collateral Document set forth on Schedule 3.01(a), and all documents required thereby duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) evidence that all signatoriesdocuments, actions, recordings and filings (including the filing of Uniform Commercial Code financing statements) that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; and (C) the Intercompany Subordination Agreement, duly executed by the Loan Parties and (as applicable) their Restricted Subsidiaries; (4iv) A certificate a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of an officer each Loan Party, together with all attachments contemplated thereby and the results of a search of the Mortgage Uniform Commercial Code (or equivalent) filings and tax and judgment lien searches made with respect to the Loan Seller Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.06 or have been or will contemporaneously with the initial funding of Loans on the Closing Date be released or terminated; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and attaching copies of the Organization Documents of each Loan Party, certified by the Secretary of State of its jurisdiction of organization, together with a good standing certificate from the Secretary of State of its jurisdiction of organization, each dated as of a recent date prior to the Closing Date; (vi) a customary written opinion of Sidley Austin LLP, in its capacity as California, Delaware, New York and Texas counsel to the Loan Parties, dated the Closing Date, in form and substance reasonably acceptable to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that there has been no change, effect, event or occurrence since September 29, 2020, that has had or would reasonably be expected to result in a Material Adverse Effect; (viii) a certificate dated as of the Closing Date from the chief financial officer (or other officer with reasonably equivalent responsibilities) of Holdings certifying that, after giving effect to the Transactions on the Closing Date, in the Loan Parties and their Restricted Subsidiaries, on a form reasonably acceptable consolidated basis, are Solvent; (ix) evidence that all insurance (including title insurance) required to be maintained pursuant to the PurchaserLoan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee or as additional insured, and attached thereto as applicable, under each insurance policy with respect to such insurance as required under the resolutions Loan Documents; provided that endorsements of insurance policies shall not be conditions to closing; (x) copies of the Mortgage Term Loan Seller authorizing Agreement, duly executed by the transactions contemplated by this Agreementparties thereto, together with copies all material agreements, instruments and other documents delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the charter Borrower that such documents are in full force and by-laws effect as of the Mortgage Loan SellerClosing Date; (5xi) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaserextent applicable, a Notice of Borrowing no less than (x) two (2) Business Days prior to the Trustee and each Rating Agency; Closing Date in the case of a Borrowing of Eurodollar Loans on the Closing Date or (6y) A letter from each one (1) Business Day prior to the Closing Date in the case of a Borrowing of ABR Loans on the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule AClosing Date; and (7xii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment extent not previously delivered, a Borrowing Base Certificate in respect of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably requestmonth ended August 24, 2021. (b) The obligations All fees and expenses required to be paid on the Closing Date (including pursuant to the Engagement Letter), and in the case of expenses invoiced before the Closing Date shall have been paid in full in cash in immediately available funds. (c) Prior to or substantially concurrently with the initial funding of the Mortgage Loan Seller under this Agreement Loans hereunder, including by use of proceeds thereof, the Closing Date Refinancing shall be subject to consummated. (d) The Arrangers and the satisfactionLenders shall have received (i) the Audited Financial Statements and the audit report for such financial statements, which audit report has not been withdrawn by the Borrower’s auditors, and Parent has not received any notice or indication from its auditors that such audit report may not be relied upon and (ii) unaudited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of Parent for the Fiscal Quarters ended on or about June 29, 2021, March 30, 2021 and December 29, 2020 (the “Unaudited Financial Statements”), which financial statements described in clauses (i) and (ii) shall be prepared in accordance with GAAP. (e) The Arrangers and the Lenders shall have received a certificate from a Responsible Officer of the Borrower certifying compliance with Section 3.02(a) and Section 3.02(b). (f) At least three (3) Business Days prior to the Closing Date, of the following conditions: Administrative Agent shall have received (i) The obligations of all documentation and other information that the Purchaser Administrative Agent has reasonably determined is required to be performed by it on or prior bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the Closing Date pursuant to extent requested by the terms Administrative Agent (including on behalf of this Agreement shall have been duly performed and complied with any Lender) at least ten days in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as advance of the Closing Date and any documents referred (ii) to therein;the extent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, a Beneficial Ownership Certification in relation to the Borrower. (2g) Each of the conditions precedent under Section 3.01 of the Term Loan Agreement shall have been (or, substantially simultaneously with the initial Credit Extension hereunder, shall be) satisfied to the satisfaction of the Term Agent and the gross proceeds of the Term Loans shall have been (or substantially simultaneously with the initial Credit Extension hereunder, shall be) funded in an amount of not less than $1,250,000,000. (h) The Pooling and Servicing Agreement, in form and substance Administrative Agent shall have received fully executed release letters or other documentation reasonably satisfactory to Administrative Agent confirming that, or otherwise be reasonably satisfied that, all obligations owing by any Loan Party to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of lenders with respect to the Closing Date, Date Refinancing shall have been satisfied in a form reasonably acceptable to the Mortgage Loan Seller, full and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence terminated (other than contingent indemnification obligations as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;which no claim has been asserted).

Conditions to Closing. 6.1 Conditions to the Investor’s Obligations at the Closing. The Investor’s obligations to effect the Closing, including its obligation to purchase the Acquired Shares, are conditioned upon the fulfillment (aor waiver by the Investor in its sole and absolute discretion) The obligations of each of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to following events as of the Closing Date, and the Company shall use commercially reasonable efforts to cause each of the following conditions:such conditions to be satisfied. (ia) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions Company set forth in this Agreement and in the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on other Transaction Documents that are not qualified by “materiality,” “Material Adverse Effect” or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement similar qualifications shall be true and correct in all material respects respects, and the representations and warranties of the Company set forth in this Agreement and in the other Transaction Documents that are qualified by “materiality,” “Material Adverse Effect” or similar qualifications shall be true and correct in all respects, in each case, as of the date hereof and as of the Closing DateDate as if made on the Closing Date (except that to the extent that any such representation or warranty relates to a particular date, such representation or warranty shall be so true and no event correct as of that particular date); (b) the Company shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of complied with or performed in all material respects all of the following closing documentsagreements, obligations and conditions set forth in such forms as this Agreement that are agreed upon and reasonably acceptable required to be complied with or performed by the Company on or before the Closing; (c) since the date of the Company’s most recent audited financial statements contained in the SEC Documents filed prior to the Mortgage Loan Sellerdate hereof, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof:no Material Adverse Effect shall have occurred; (1d) If required each of the agreements, instruments and other documents to be delivered by the Company pursuant to Section 3 hereof, 2.3 hereof shall have been delivered by the Amendment dated as of the Closing Date and any documents referred to therein;Company; and (2e) The Pooling and Servicing Agreementthere shall be no injunction, restraining order or decree of any nature of any court or Government Authority of competent jurisdiction that is in form and substance reasonably satisfactory to effect that restrains or prohibits the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate consummation of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated hereby and by this Agreement and the Pooling and Servicing Agreementother Transaction Documents. No stop order or suspension of trading shall have been imposed by the SEC or any other Governmental Authority or regulatory body having jurisdiction over the Company or the NASDAQ or TASE, together with copies of respect to public trading in the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Ordinary Shares.

Conditions to Closing. (a) The Subject to the provisions of Sections 13 and 14 and unless expressly waived by Buyer through written notice to Seller, Buyer's obligations of the Purchaser under this Agreement will be subject to are expressly conditioned upon the satisfaction, on satisfaction or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, occurrence of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement Seller set forth in Section 4 shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the date hereof and respects, as of the Closing Dateand Seller shall have complied with all covenants as set forth in Section 6 herein, and no event shall have occurred which would constitute a breach otherwise performed all of its obligations hereunder, in all material respects; (ii) All consents to or authorization of the performance by it Seller of its obligations hereunder and the consummation of the transaction contemplated hereby shall have been obtained; (iii) Seller shall have delivered the items required to be delivered to Buyer pursuant to Section 9 and delivered or made available all other items and information required by this Agreement in accordance with the terms of this Agreement, ; (iv) Buyer shall have notified Seller pursuant to Section 10 herein that Buyer has not discovered a Material Adverse Condition (as defined in Section 10 herein) or Buyer shall be deemed to have so notified Seller; (v) The physical condition of the Property shall not have changed in any material respect from the condition in existence on the last day of the Due Diligence Period (as hereafter defined) and the Mortgage Loan financial condition of the Property shall not have changed in any material and adverse respect from the condition reflected in the then most current financial statements and other relevant financial materials delivered by Seller to Buyer during the Due Diligence Period (as hereinafter defined); (vi) Unless otherwise expressly instructed through written notice from Buyer to Seller, Seller shall have received arranged without any cost or liability to Buyer for the termination effective as of or prior to the Closing, of any management contract of any property manager relating to the Property and shall provide Buyer with written confirmation of such termination on or prior to Closing; (vii) The Title Company shall be ready, willing and able to issue the Title Policy to Buyer in accordance with the provisions of Section 7 hereof; (viii) The transactions described on EXHIBIT H and the closing of the Merger (as that term is defined in the Merger Agreement) and the transactions contemplated by the Portfolio Purchase Agreements shall have closed simultaneously with, or immediately preceding or immediately following the Closing of this transaction; and (ix) Seller (or Seller's designees) shall have executed and delivered the Investment Representation Letter attached hereto as EXHIBIT I and the Registration Rights Agreement attached hereto as EXHIBIT J. (b) Subject to the provisions of Sections 13 and 14 and unless expressly waived by Seller through written notice to Buyer, Seller's obligations under this Agreement are expressly conditioned upon the occurrence of the following events: (i) The representations and warranties of Buyer set forth in Section 5 and 16 of this Agreement shall have been true and correct in all material respects when made and shall be true and correct in all material respects, as of the Closing and Buyer shall have otherwise performed all of its obligations hereunder, in all material respects; (ii) Buyer shall have delivered the items required to be delivered to Seller pursuant to Section 9(c); (iii) the closing of the Merger (as that term is defined in the Merger Agreement) and the transactions contemplated by the Portfolio Purchase Agreements shall have closed simultaneously with, or immediately preceding or immediately following the Closing of this transaction; (iv) All consents to or authorization of the performance by Buyer of its obligations hereunder and the consummation of the transaction contemplated hereby shall have been obtained; and (v) Buyer shall have executed and delivered the Registration Rights Agreement attached hereto as EXHIBIT J. (c) Since the Portfolio Properties constitute substantially all of the assets of MIG Residential REIT, Inc., a certificate Maryland corporation ("MIG REIT"), through MIG REIT's ownership of all the shares of Seller and the Other Owners, MIG REIT's Board of Directors has a fiduciary obligation to that effect the holders of MIG REIT stock to maximize the current and long term value of their shares in MIG REIT. Accordingly, it is agreed that, notwithstanding anything in this Agreement to the contrary, Seller shall have the right (the "Fiduciary Out") to terminate this Agreement and cancel the Earnxxx Xxxey Escrow on the following terms and conditions: (i) During the period between the date hereof and the Schedule Closing Date, MIG REIT shall be entitled to provide financial information about the Portfolio Properties to third parties who request such information and sign a confidentiality agreement substantially similar to the one signed by Buyer. The parties intend that this Section 8(c) will provide MIG REIT with an authorized officer opportunity to sell the Portfolio Properties on the following basis. After the date hereof, MIG REIT shall cease or cause to cease all active marketing of the PurchaserPortfolio Properties by MIG REIT (or others acting on behalf of MIG REIT) through the use of brokers, financial advisors, advertising or other forms of active solicitation. MIG REIT shall, however, be entitled to respond to inquiries from third parties ("Third Party Buyers") to whom information has been supplied previously, or who may learn of the transaction contemplated in this Agreement through public disclosure thereof. (ii) The Mortgage Loan Seller Third Party Buyers shall have received copies of be entitled to make offers (the "Third Party Officers") to purchase all of the following closing documentsPortfolio Properties. (iii) If MIG REIT's Committee of Independent Directors recommends that any Third Party Offer should be presented to MIG REIT's Board of Directors, Seller shall provide Buyer with a complete copy of any Third Party Offer(s) so presented promptly after the Board of Directors has had an opportunity to review same. (iv) If, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereofopinion of MIG REIT's Board of Directors, the Amendment dated as terms of the Closing Date and any documents referred a Third Party Offer are superior to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by in this Agreement and the Pooling and Servicing AgreementPortfolio Purchase Agreements, together with copies in that MIG REIT's shareholders would realize more value as a result of the Purchaser’s articles acceptance of incorporationsuch Third Party Offer and, as a result, in the opinion of MIG REIT's legal counsel, MIG REIT's directors would have a fiduciary duty to accept such Third Party Offer, Seller shall have the right to send Buyer a written notice (the "Fiduciary Out Notice") to such effect. Seller's sending the Fiduciary Out Notice to Buyer shall constitute an election by Seller to terminate this Agreement and evidence cancel the Earnxxx Xxxey Escrow, subject to subsection (v) below. (v) If a Fiduciary Out Notice is sent to Buyer, Buyer shall have the right to elect, by giving Seller written notice thereof within ten (10) business days after such Fiduciary Out Notice is sent to Buyer, to either: (A) do nothing, or (B) propose terms and conditions for Buyer to purchase the Property which are at least as advantageous to Seller as the terms and conditions set forth in such Fiduciary Out Notice, which proposed terms and conditions shall include a total purchase price for all the Portfolio Properties at least equal to the good standing total purchase price proposed by the Third Party Buyer named in such Fiduciary Out Notices, plus $250,000. If Buyer elects to do nothing, Seller shall have no obligation to sell the Property to Buyer, but Buyer shall have the right to be paid the Break-Up Fee (as defined below) on the same contingent basis specified in subsection (vii)(B) below. If Buyer proposes such new terms and conditions which are accepted by Seller, in Seller's role and absolute discretion, the Break-Up Fee shall not be payable to Buyer and the parties shall proceed with and complete the purchase and sale of the Purchaser dated as of a recent date;Property in accordance therewith. If Buyer elects to do nothing, or if Seller does not accept such new terms and conditions proposed by Buyer, Seller shall give written notice to Buyer and the Title Company that this Agreement is terminated and the Earnxxx Xxxey Escrow is canceled (the "Termination Notice"). (4vi) One or more opinions of counsel If Seller sends the Termination Notice, the Title Company shall automatically and immediately without further instruction from Seller to Buyer, release the Purchaser’s counsel in form and substance reasonably satisfactory Earnxxx Money Deposit, plus accrued interest, to the Mortgage Loan Seller;Buyer. (5vii) Such other documentsIf Seller sends the Termination Notice, certificates then Seller shall be obligated to pay to Buyer an all-inclusive fee (including additional representations and warrantiesthe "Break-Up Fee") and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;purpose of compensating Buyer for the loss of the opportunity to purchase the Property and reimbursing Buyer for all out-of-pocket costs incurred by Buyer in the course of its due diligence review. The Break-Up Fee shall be three percent (3%) of the Appraised Value and shall be paid to Buyer simultaneously with the delivery of the Termination Notice, by wire transfer of immediately available federal funds. UPON THE SENDING OF THE TERMINATION NOTICE, THIS AGREEMENT SHALL BE TERMINATED AND THE BREAK-UP FEE SHALL BE PAID TO BUYER AS PROVIDED ABOVE AS LIQUIDATED DAMAGES. THE PARTIES ACKNOWLEDGE THAT BUYER'S ACTUAL DAMAGES AS A RESULT OF A TERMINATION OF THIS AGREEMENT PURSUANT TO THIS SECTION 8(c) WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO DETERMINE. THEREFORE, BY PLACING THEIR INITIALS BELOW, THE PARTIES ACKNOWLEDGE THAT THE BREAK-UP FEE HAS BEEN AGREED UPON, AFTER NEGOTIATION, AS THE PARTIES' REASONABLE ESTIMATE OF BUYER'S DAMAGES AND AS BUYER'S EXCLUSIVE REMEDY AGAINST SELLER FOR TERMINATING THIS AGREEMENT UNDER THIS SECTION 8(c).

Conditions to Closing. ‌ 3.1 Closing shall be conditional on: (a) the Conditions specified in Clause 3.2 (the Seller Conditions) having been fulfilled by the Seller or waived in accordance with this Agreement; and (b) the Conditions specified in Clause 3.3 (the Purchaser Conditions) having been fulfilled by the Purchaser or waived in accordance with this Agreement. 3.2 The obligations Seller Conditions are as follows: (a) resolutions of the shareholders of CSCL shall have been passed approving the Proposed Transactions in accordance with Shanghai Listing Rules and Hong Kong Listing Rules; (b) the CSCL Asset Restructuring having received all necessary filings, approvals and consents, and no part of the CSCL Asset Restructuring having been terminated or similar event having occurred; (c) representations and warranties: each of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement Warranties shall be true and correct as of the date or dates specified accurate in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of at the Closing Date; 3.3 The Purchaser Conditions are as follows: (a) resolutions of the shareholders of China COSCO having been passed approving the Proposed Transactions in accordance with Shanghai Listing Rules and Hong Kong Listing Rules; (b) the COSCO Asset Restructuring having received all necessary filings, approvals and consents, and no event shall have occurred which would constitute a breach by it part of the terms COSCO Asset Restructuring having been terminated or similar event having occurred; (c) save as disclosed to the Purchaser, no material adverse change to the Target’s business, operations, assets and liabilities since Valuation Date; (d) representations and warranties: each of the Seller Warranties shall be true and accurate in material respects as of the date hereof and as at the Closing Date; (e) the Seller having performed or complied with, in all material respects, all of its undertakings and obligations under Clause 4 required to be performed or complied with prior to Closing. 3.4 The Seller shall, at its own cost, use all reasonable efforts to ensure that the Conditions set out in Clauses 3.2(a), 3.2(b), 3.3(c) to (e) are fulfilled as soon as possible after the date of this Agreement, and shall notify the Mortgage Loan Seller shall have received a certificate to Purchaser promptly upon becoming aware that effect signed by an authorized officer any such Condition has been fulfilled and provide the Purchaser with evidence of the Purchasersuch fulfilment as soon as possible. (ii3.5 The Purchaser shall, at its own cost, use all reasonable efforts to ensure that the Conditions set out in Clauses 3.2(c), 3.3(a) and 3.3(b) are fulfilled as soon as possible after the date of this Agreement, and shall notify the Seller promptly upon becoming aware that any Purchaser Condition has been fulfilled and provide the Seller with evidence of such fulfilment as soon as possible. 3.6 The Mortgage Loan Seller Purchaser shall have received copies of all of the following closing documentsbe entitled, in such forms as are agreed upon and reasonably acceptable its absolute discretion, by written notice to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and waive any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as Conditions either in whole or in part (except for conditions 3.2 (a) and (b)), and the Seller shall be entitled, in its absolute discretion, by written notice to the Purchaser, to waive any of the Closing Seller Conditions either in whole or in part (except for conditions 3.3(a) and (b)). 3.7 The first Business Day on or by which all Conditions have been fulfilled (or waived in accordance with Clauses 3.1 and 3.6) is the Unconditional Date. 3.8 If the Unconditional Date has not occurred on or before 31 December 2016 (the Long Stop Date) (or such later date as the Parties may agree in writing), this Agreement shall automatically terminate (other than in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions respect of the Purchaser authorizing the transactions contemplated by Surviving Provisions). In such event, neither Party (nor any of its Affiliates) shall have any claim under this Agreement of any nature whatsoever against the other Party (or any of its Affiliates) except in respect of any rights and the Pooling and Servicing Agreement, together with copies liabilities which have accrued before termination or under any of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Surviving Provisions.

Conditions to Closing. The obligation of Buyer to consummate the transactions contemplated by this Agreement is subject to the satisfaction (or Buyer’s waiver) of the following conditions as of the Closing Date: (a) The obligations representations and warranties set forth in Section 3 and Section 4 shall be true and correct at and as of the Purchaser date of this Agreement and the Closing Date as though then made (other than those representations and warranties that address matters as of particular dates which shall be true and correct at and as of such particular dates), except where the failure of such representations and warranties to be so true and correct has not had and would not reasonably be expected to have a material adverse effect; (b) The Company and Seller shall have performed in all material respects all of the covenants and agreements required to be performed by the Company and Seller under this Agreement will be subject to the satisfaction, on at or prior to the Closing Date, ; (c) The Seller and the Company shall have delivered to the Buyer the balance sheet of the following conditionsCompany dated as of December 31, 2018 and December 31, 2019 together with the statement of operations and cash flows of the Company for the two fiscal years ended December 31, 2019, as audited by KPMG or other nationally recognized accounting firm that is a member of the Public Company Accounting Oversight Board, in accordance with either International Financial Reporting Standards (“IFRS”) or generally accepted accounting standards (“GAAP”), including a comparison of the effect on GAAP accounting of financial statements prepared in accordance with IFRS (the “Company Audited Financial Statements”); (d) Following the delivery of the Company Audited Financial Statements, the Buyer Offering Circular shall have been qualified by the SEC and the Buyer shall have the right to sell its securities pursuant to such Buyer Offering Circular; (e) All applicable waiting periods under applicable laws shall have expired and required notices, consents and waivers which are required by Buyer and Seller shall have be obtained, including, without limitation, shareholder consent of the Buyer and Seller; (f) No final judgment, decree or order shall have been entered or legal requirement enacted which would prevent the consummation of the Closing; and (e) The Company and Seller shall have delivered to Buyer each of the following: (i) Each a certificate of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed Company and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred whichSeller, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, stating that the conditions specified in a form reasonably acceptable Section 2(a) and 2(b), as they relate to the PurchaserCompany and Seller, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Sellerhave been satisfied; (5ii) One one or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each certificates representing all of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other outstanding Company Shares, duly endorsed for transfer or accompanied by appropriate transfer documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates.; (iii) The Certificates to be sold to Bear Xxxxxxx pursuant certified copies of each of the following: (i) the Company’s certificate of formation, as amended, certified by the Secretary of State of its jurisdiction of formation as of a recent date; (ii) a certificate of the Secretary of State of the Company’s jurisdiction of formation as of a recent date as to the Underwriting legal existence and good standing of the Company; (iii) the Company’s limited company agreement, as amended; and (iv) votes adopted by the equityholders and resolutions adopted by the managers of the Company authorizing the execution, delivery and performance of this Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment sale of the Company Shares. If the Closing occurs, all closing conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall Section 2 which have not been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated fully satisfied as of the Closing Date shall be deemed to have been fully waived by Buyer and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The Remarketing Agent’s obligations of the Purchaser under this Agreement will be hereunder are subject to the satisfactionaccuracy, on or prior to as of the date of this Reoffering Agreement and as of the Closing DateTime, of the following conditions: (i) Each representations and warranties of the obligations Company contained in Section 2 hereof and in all certificates of officers of the Mortgage Loan Seller required Company delivered pursuant to the provisions hereof, to the performance by the Company of its covenants and other obligations hereunder to be performed at or prior to the Closing Date pursuant Time, and to the terms of this following further conditions: (i) The Indenture, the Loan Agreement, the Remarketing Agreement and the Reimbursement Agreement shall have been duly executed and delivered in the forms heretofore approved by the Remarketing Agent and the Remarketing Agent shall have received executed originals or copies thereof. (ii) At the Closing Time, the Remarketing Agent shall have received: (A) The opinion or opinions, dated the Closing Date, of (i) Pxxxxx XxXxx P.A., Bond Counsel, covering the matters set forth in Exhibit A-1 and Exhibit A-2 hereto, (ii) Bxxxxxx Xxxxx Xxxxxxx & Ixxxxxxxx, LLP, Special Tax Counsel covering the matters set forth in Exhibit B hereto, (iii) Kxxx X. Xxxx, Esq., General Counsel of the Company, and Pxxxxx X. Xxxxxxxxxx, counsel for the Company, covering the matters set forth in Exhibit C and Exhibit D hereto, respectively, (iv) Cxxxxxxxx & Bxxxxxx LLP, special counsel to the Company, covering the matters set forth in Exhibit E hereto, (v) Pillsbury Wxxxxxxx Xxxx Xxxxxxx LLP, counsel to BNY, covering the matters set forth in Exhibit F hereto, and (vi) Dxxxx & LxXxxxx LLP, counsel to the Remarketing Agent; and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (B) A certificate, reasonably satisfactory in form and substance to the Remarketing Agent, of the Chairman, the President, any Senior Vice President, any Vice President, the Treasurer or any Assistant Treasurer of the Company, dated as of the Closing Date, to the effect that, to the best of his or her knowledge: (i) since the respective dates as of which information contained in the Reoffering Circular is given, and except as set forth in or contemplated by the Reoffering Circular or a document incorporated by reference therein, there has not been any Material Adverse Change; (ii) the Company has duly performed all of its obligations under such agreements to be performed at or prior to the Closing Time; and complied with in all material respects; all (iii) each of the representations and warranties of the Mortgage Loan Seller under this Company contained in the Reoffering Agreement shall be is true and correct as of the date or dates specified in all material respects; and no event Closing Time; (C) Evidence, reasonably satisfactory to the Remarketing Agent, to the effect that Standard & Poor’s Ratings Group, a division of The MxXxxx-Xxxx Companies, Inc. (“S&P”), shall have occurred whichgiven the Bonds a rating of “A-1+” and Mxxxx’x Investors Service, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser Inc. (“Moody’s”) shall have received certificates to that effect signed by authorized officers given the Bonds a rating of the Mortgage Loan Seller.“VMIG-1”; (iiD) The Purchaser shall have received all of the following closing documentsA letter from PricewaterhouseCoopers LLP, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart date of the Amendment; (3) The Pooling and Servicing this Reoffering Agreement, in form and substance reasonably satisfactory to the Trustee Remarketing Agent and a bringdown with respect to such letter dated the Purchaser, and all documents required thereby duly executed by all signatoriesClosing Date; (4E) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Datecertificate, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise satisfactory in form and substance reasonably satisfactory to the PurchaserRemarketing Agent, of BNY, regarding Appendix C to the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule AReoffering Circular; and (7F) Such additional certificates and other documentsdocuments as the Remarketing Agent may reasonably request to evidence performance of or compliance with the covenants, certificates (including additional agreements, representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates warranties of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Reoffering Agreement and the transactions contemplated hereby as or by the Purchaser Reoffering Circular, all such certificates and other documents to be reasonably satisfactory in form and substance to the Remarketing Agent and its counsel may reasonably requestcounsel, Dxxxx & LxXxxxx LLP. (b) The obligations Remarketing Agent shall have the right to terminate its obligation hereunder to remarket the Bonds (and such termination shall not constitute a default for purposes of Section 6 hereof) by notifying the Mortgage Loan Seller under this Agreement shall be subject Company in writing of its election to do so between the satisfactiondate hereof and the Closing Time, on or if at any time hereafter and prior to the Closing Date, of the following conditionsTime: (i) The legislation shall be passed by the House of Representatives or the Senate of the Congress of the United States, or favorably reported for passage to either the House of Representatives or the Senate by any committee of either such body to which such legislation shall have been referred for consideration, a decision by a court established under Article III of the Constitution of the United States or the Tax Court of the United States shall be rendered, or a ruling, regulation or order of the Treasury Department of the United States or the Internal Revenue Service shall be made or proposed, in any case having the purpose or effect of imposing federal income taxation, or any other event shall have occurred which results in the imposition of federal income taxation, upon revenues or other income of the general character to be derived by the Authority from the Loan Agreement, or upon interest received on obligations of the Purchaser general character of the Bonds, which, in the Remarketing Agent’s opinion, might materially and adversely affect the market price of the Bonds, or the market price generally of obligations of the general character of the Bonds, or would make it impracticable to market the Bonds on the terms and in the manner contemplated in the Reoffering Circular; (ii) any legislation, ordinance, rule or regulation shall be enacted or adopted, or any order or declaration shall be issued, by any governmental body, department or agency in the State of New Jersey or in any other state in which the Company shall be doing business, or a decision by any court of competent jurisdiction within such states shall be rendered which, in the Remarketing Agent’s opinion, might materially and adversely affect the market price of the Bonds, or would make it impracticable to market the Bonds on the terms and in the manner contemplated in the Reoffering Circular; (iii) a ruling, regulation or official statement by, or on behalf of, the Commission shall be issued or made to the effect that the issuance, offering or sale of the Bonds or obligations of the general character of the Bonds, as contemplated hereby or by the Reoffering Circular, is or would be in violation of any provision of the Securities Act of 1933, as amended (the “Securities Act”), the Exchange Act or the Trust Indenture Act of 1939, as amended (the “Trust Indenture Act”); (iv) legislation shall be passed by the House of Representatives or the Senate of the Congress of the United States of America, or favorably reported for passage to either the House of Representatives or the Senate by any committee of either such body to which such legislation shall have been referred for consideration, a decision by a court of the United States of America shall be rendered, or a ruling, regulation or official statement by or on behalf of the Commission or other governmental agency having jurisdiction of the subject matter shall be made or proposed, in any case to the effect that the Bonds, or obligations of the general character of the Bonds, are not exempt from registration, qualification or other requirements of the Securities Act, the Exchange Act or the Trust Indenture Act; (v) the information contained or incorporated by reference in the Reoffering Circular shall be untrue or incorrect in any material respect, shall contain any untrue or misleading statement of a material fact, or shall omit to state a material fact required to be performed by it on stated therein or prior necessary to make the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with statements contained therein, in all material respects, and all light of the representations and warranties of the Purchaser circumstances under this Agreement which they were made, not misleading; (vi) legislation shall be true and correct enacted by any legislative body which would adversely affect the exemption of interest on the Bonds from New Jersey income taxation; (vii) additional material restrictions not in all material respects force as of the date hereof and as shall have been imposed upon trading in securities generally by any governmental authority or by any national securities exchange or any suspension of or limitation on trading in securities generally on any national securities exchange, or any suspension of trading of any securities of the Closing DateCompany in any such exchange or in the over-the-counter market or if there is a material disruption in securities settlement, payment or clearance services in the United States; (viii) the New York Stock Exchange or other national securities exchange or any governmental authority shall impose, as to the Bonds or similar obligations, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, underwriters; (ix) a general banking moratorium shall have been established by federal, New York or New Jersey authorities; (x) the Bonds shall not have been rated at least “A-1+” by S&P and no “VMIG-1” by Mxxxx’x; (xi) an outbreak of hostilities or an escalation thereof, a declaration of war by Congress, another substantial calamity or crisis or another event or occurrence of a similar character shall have occurred, which, in the Remarketing Agent’s opinion, materially and adversely affects the market price of the Bonds or would make it impracticable to market the Bonds on the terms and in the manner contemplated in the Reoffering Circular; or (xii) there shall have occurred which would constitute a breach by it any change in or affecting the business, properties, financial condition or results of operations of the terms of this AgreementCompany from that set forth or incorporated by reference in the Reoffering Circular which, in the Remarketing Agent’s opinion, materially and adversely affects the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer investment quality or marketability of the PurchaserBonds. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The Subject to the provisions of Sections 13 and 14 and unless expressly waived by Buyer through written notice to Seller, Buyer's obligations of the Purchaser under this Agreement will be subject to are expressly conditioned upon the satisfaction, on satisfaction or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, occurrence of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement Seller set forth in Section 4 shall have been true and correct in all material respects when made and shall be true and correct in all material respects as of the date hereof and respects, as of the Closing Dateand Seller shall have complied with all covenants as set forth in Section 6 herein, and no event shall have occurred which would constitute a breach otherwise performed all of its obligations hereunder, in all material respects; (ii) All consents to or authorization of the performance by it Seller of its obligations hereunder and the consummation of the transaction contemplated hereby shall have been obtained; (iii) Seller shall have delivered the items required to be delivered to Buyer pursuant to Section 9 and delivered or made available all other items and information required by this Agreement in accordance with the terms of this Agreement, and the Mortgage Loan Seller ; (iv) Buyer shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan notified Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred 10 herein that Buyer has elected to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing proceed with the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4v) One or more opinions The physical condition of counsel the Property shall not have changed in any material respect from the Purchaser’s counsel condition in form existence on the last day of the Due D i ligence Period (as hereafter defined) and substance reasonably satisfactory the financial condition of the Property shall not have changed in any material and adverse respect from the condition reflected in the then most current financial statements and other relevant financial materials delivered by Seller to Buyer during the Due Diligence Period (as hereinafter defined); ( v i) Unless otherwise expressly instructed through written notice from Buyer to Seller, Seller shall have arranged without any cost or liability to Buyer for the termination effective as of or prior to the Mortgage Loan SellerClosing, of any management contract of any property manager relating to the Property and shall provide Buyer with written confirmation of such termination on or prior to Closing; (vii) The Title Company shall be ready, willing and able to issue the Title Policy to Buyer in accordance with the provisions of Section 7 hereof; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Standby Purchaser under this Agreement will be to consummate the transactions contemplated hereunder are subject to the satisfactionfulfillment, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement Company in Section 3 shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as if made on such date (except for representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such specified date) and the Company shall have performed all of its obligations hereunder; (ii) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have been any Material Adverse Effect, nor shall there have occurred any breach of any covenant of the Company set forth in Section 7 hereof; (iii) As of the Closing Date, trading in the Common Stock shall not have been suspended by the Commission or Nasdaq Capital Market or trading in securities generally on the Nasdaq Capital Market shall not have been suspended or limited or minimum prices shall not have been established on the Nasdaq Capital Market (a “Market Adverse Effect”); (iv) The Company shall have obtained any required federal, state and regulatory approvals for the Right Offering on conditions reasonably satisfactory to the Standby Purchaser; (v) If required by Section 6(i), the Company shall have executed and delivered a registration rights agreement substantially in the form of Exhibit A hereto, or if such form of registration rights agreement is not included as Exhibit A hereto, a registration rights agreement that includes reasonable terms pursuant to which the Company agrees to register, under the Securities Act and applicable state securities laws and regulations, the Standby Purchaser’s resale of any of its shares of Common Stock beneficially owned by any Standby Purchaser or its Affiliates, at no cost to the Standby Purchaser; (vi) the receipt by the Standby Purchaser of a legal opinion from Xxxxxx & Xxxxxxxxx, LLP with respect to customary matters in a form satisfactory to the Standby Purchaser in its reasonable discretion relating to the due authorization of the issuance of the Rights and the shares of Common Stock in the Rights Offering, the due authorization of this Agreement and such other matters; and (vii) the Standby Purchaser shall have received from WithumSmith+Xxxxx, PC a letter or letters, dated as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan SellerStandby Purchaser, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements and certain financial information contained in the Registration Statement, and all documents required thereby duly executed by all signatories;the Prospectus. (3b) A certificate of an officer The obligations of the Company and the Standby Purchaser dated as of to consummate the transactions contemplated hereunder are subject to the fulfillment, prior to or on the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing following conditions: (i) No judgment, injunction, decree, regulatory proceeding or other legal restraint shall prohibit, or have the effect of rendering unachievable, the consummation of the Rights Offering or the material transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4ii) One No stop order suspending the effectiveness of the Registration Statement or more opinions any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of counsel from the Purchaser’s counsel Commission for inclusion of additional information in form and substance reasonably satisfactory to the Mortgage Loan Seller;Registration Statement or otherwise shall have been complied with; and (5iii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure The Common Stock issued in the intended rating from each Rating Agency Rights Offering shall have been authorized for listing on the Certificates;Nasdaq Capital Market.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Subsequent Transfer Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Subsequent Transfer Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Subsequent Transfer Date and any documents referred to therein; (2ii) If required pursuant to Section 3 hereof, the Final Subsequent Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3iii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4iv) A certificate of an officer An Initial Certification of the Mortgage Loan Seller dated as Custodian substantially in the form of the Closing Date, in a form reasonably acceptable Exhibit One to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Custodial Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7v) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear Xxxxxxx pursuant to Each of the Underwriting Agreement conditions set forth in Section 2.07 of the Pooling and the Purchase Servicing Agreement shall have been issued and sold satisfied on or prior to Bear Xxxxxxxthe related Subsequent Transfer Date. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Subsequent Transfer Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Subsequent Transfer Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Subsequent Transfer Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Subsequent Transfer Date and any documents referred to therein; (2ii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3iii) A certificate of an officer An Initial Certification of the Purchaser dated as Custodian substantially in the form of the Closing Date, in a form reasonably acceptable Exhibit One to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Custodial Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date;; and (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5iv) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The obligations obligation of each Purchaser to purchase the Purchaser under this Agreement will Notes on the Closing Date shall be subject to the satisfaction, satisfaction of the following conditions precedent: (a) receipt by CFS of a duly executed CFS Note; (b) receipt by CMGI of a duly executed CMGI Note; (c) receipt by each Purchaser of evidence satisfactory to it in its reasonable and good faith discretion of the satisfaction (without waiver) of all conditions to the closing of the transactions contemplated by the Transaction Agreement on or prior the Closing Date; (d) receipt by each Purchaser of evidence satisfactory to it of the effectiveness of and a copy of all Financing Documents required to be effective on the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the such Purchaser, in each case in its reasonable and all documents required thereby duly executed by all signatoriesgood faith discretion; (4e) A certificate receipt by each Purchaser of an officer opinion of counsel for the Mortgage Loan Seller dated as of the Closing Date, in Company (which shall be a form nationally recognized law firm reasonably acceptable to the PurchaserPurchasers), and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise satisfactory in form and substance reasonably satisfactory to the Purchaser, the Trustee such Purchaser and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary covering such matters relating to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the either Purchaser and its counsel may reasonably request.request (by its execution and delivery of this Agreement, the Company authorizes and directs such counsel to deliver such opinions to the Purchasers); (bf) The obligations receipt by each Purchaser of the Mortgage Loan Seller under this Agreement shall be subject all amounts due and payable to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant under each Financing Document; (g) receipt by each Purchaser of a certificate signed by the chief financial officer or treasurer of the Company to the terms effect that, both before and immediately after the purchase and sale of this the Notes and the other transactions contemplated to take place on the Closing Date, including those contemplated by the Transaction Agreement (i) no Default shall have been duly performed occurred and complied with in all material respects, be continuing and all of (ii) the representations and warranties of the Purchaser under this Agreement shall be true Company and correct its Subsidiaries made in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required or pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinFinancing Documents are true; (2h) The Pooling receipt by each Purchaser of the certificate referred to in Section 5.04(c); and (i) receipt by each Purchaser of all documents either Purchaser may reasonably request relating to the existence of the Company and Servicing Agreementits Subsidiaries, the authority for and the validity of the Financing Documents, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Mortgage Loan Sellereach Purchaser, in its sole good faith discretion. The certificates and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser opinions referred to in this Section shall be dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The obligations obligation of each Purchaser to purchase and pay for the Series 2015A Notes to be sold to such Purchaser under this Agreement will be at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing DateClosing, of the conditions set forth in Section 4 of the Note Purchase Agreement (except that (1) all references to “Purchaser” therein shall be deemed to refer to the Purchasers hereunder, all references to “this Agreement” shall be deemed to refer to the Note Purchase Agreement as supplemented by the First Supplement, the Second Supplement and this Supplement, all references to the “Closing” therein shall be deemed to refer to the Closing as defined herein, and all references to “Notes” or “Series 2008A Notes” therein shall be deemed to refer to the Series 2015A Notes, and as hereafter modified, (2) the reference to Shartsis Fxxxxx LLP therein shall be deemed to refer to Lxxxxx & Wxxxxxx, LLP, counsel for the Obligors, and (3) the Memorandum, as defined in Section 5.3 of Exhibit A hereto, is deemed to be the “Memorandum” for purposes of the closing condition in Section 4.2 of the Note Purchase Agreement), and to the following additional conditions: (ia) Each of Except as supplemented, amended or superseded by the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed representations and complied with warranties set forth in all material respects; all Exhibit A hereto, each of the representations and warranties of the Mortgage Loan Seller under this Obligors set forth in Section 5 of the Note Purchase Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached Obligors shall have delivered to each counterpart of Purchaser an Officer’s Certificate, dated the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as date of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have certifying that such condition has been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably requestfulfilled. (b) The obligations of Contemporaneously with the Mortgage Loan Seller under this Agreement Closing, the Obligors shall sell to each Purchaser, and each Purchaser shall purchase, the Series 2015A Notes to be subject to the satisfaction, on or prior to purchased by such Purchaser at the Closing Date, of the following conditions:as specified in Schedule A. (ic) The obligations of the Purchaser required to be performed by it on No Change in Control or prior to the Closing Date pursuant to the terms of this Agreement Control Event shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaseroccurred. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. The following conditions are precedent to Purchaser's obligation to acquire the Property and to deliver the Purchase Price (athe "Conditions Precedent"): a. This Agreement shall not have terminated pursuant to any other provision hereof, including, without limitation, Paragraph 5 above. b. Seller's obtaining and delivering to Purchaser tenant estoppel certificates from tenants ("Tenants") The obligations occupying all of the rentable area of the leased premises in the Property that is leased to Tenants, which certificates shall be in the form of Exhibit I attached hereto (subject only to such changes and qualifications, including, without limitation, statements alleging defaults or other matters, as are acceptable to Purchaser under this Agreement will in its reasonable discretion) and shall reflect the terms of the respective Leases, and which certificates shall be subject to the satisfaction, on dated (or recertified) no earlier than forty- five (45) days prior to the Closing Date, . Seller shall deliver to each of the following conditions: (i) Each Tenants of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the PurchaserProperty, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable shall use its reasonable efforts to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter obtain from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A Tenants, a tenant estoppel certificate in the rating set forth on Schedule A; and (7) Such other documentsform attached hereto as Exhibit I, certificates (including additional representations and warranties) and opinions as may be reasonably necessary revised by Seller to secure reflect the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment terms of the conditions set forth in this Agreement respective Leases, and the transactions contemplated hereby modified to address reasonable, specific concerns arising as the Purchaser and its counsel may reasonably request. (b) The obligations a result of Purchaser's review of the Mortgage Loan Leases that are conveyed to Seller under this Agreement shall be subject to the satisfaction, on or in writing prior to the Closing Date, expiration of the following conditions: (i) The obligations Due Diligence Period. As used in this Section 6(b), reasonable efforts shall be limited to demand only and Seller shall not be obligated to institute legal action to require delivery of such estoppel certificates. Notwithstanding the Purchaser required to be performed by it on or prior foregoing, to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and extent that Seller has not obtained satisfactory estoppel certificates from all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing DateTenants despite its using reasonable best efforts, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan but Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of has obtained satisfactory estoppel certificates from all of the following closing documents, in such forms as are agreed upon Major Tenants and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: from Tenants (1including Major Tenants) If required pursuant to Section 3 hereof, the Amendment dated as occupying ninety percent (90%) or more of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer rentable area of the leased premises in the Property that is leased to Tenants, then Seller shall deliver to Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;a

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or any of the Pooling and Servicing AgreementTransaction Documents; and the Purchaser and the Certificate Insurers shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3iii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Trustee, the Certificate Insurers and the Purchaser, and all documents required thereby duly executed by all signatories; (4iv) A certificate of an officer of the Mortgage Loan Seller Sponsor dated as of the Closing Date, in a form reasonably acceptable to the PurchaserPurchaser and the Certificate Insurers, and attached thereto the resolutions of the Mortgage Loan Seller Sponsor authorizing the transactions contemplated by this AgreementAgreement and the other Transaction Documents to which it is a party, together with copies of the charter and articles of incorporation, by-laws and certificate of good standing of the Mortgage Loan SellerSponsor; (5v) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee Trustee, the Certificate Insurers and each Rating Agency; (6vi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (7vii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesCertificates (without taking into consideration the Insurance Policies). (iii3) The Certificates to be sold to Bear Xxxxxxx Sxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear XxxxxxxSxxxxxx. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser and the Certificate Insurers such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser Purchaser, the Certificate Insurers and its their respective counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this AgreementAgreement or any of the Transaction Documents, and the Mortgage Loan Seller and the Certificate Insurers shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan SellerSponsor and the Certificate Insurers, and all documents required thereby duly executed by all signatories; (3iii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan SellerSeller and the Certificate Insurers, and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreementother Transaction Documents to which it is a party, together with copies of the Purchaser’s articles certificate of incorporationformation, limited liability company agreement, and evidence as to the good standing of the Purchaser dated as of a recent date; (4iv) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;, the Certificate Insurers and the Rating Agencies; and (5v) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Certificates (without taking into account the Insurance Policies).

Conditions to Closing. The obligation of each party to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions on or before each Closing Date: (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the respective representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of Depositor, the date or dates specified in all material respects; and no event shall have occurred whichDepositor Eligible Lender Trustee, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; Trust and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trust Eligible Lender Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement Articles III and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfactionIV hereof, on or prior to the Closing Daterespectively, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof at and as of the applicable Closing Date as though then made, except that any such representation or warranty made as of a specified date (other than the date hereof) shall only need to have been true on and as of such date; (b) Each party shall have performed in all material respects all of the covenants and agreements required to be performed and complied with by it under this Agreement prior to the applicable Closing Date; (c) Each party shall have obtained, or caused to be obtained, each consent and approval required in order to complete the transactions contemplated hereby including, without limitation, rating agency confirmations; (d) There shall not be threatened, instituted or pending any action or proceeding, before any court or governmental authority or agency, domestic or foreign, challenging or seeking to make illegal, or to delay or otherwise directly or indirectly restrain or prohibit, the consummation of the transactions contemplated hereby or seeking to obtain material damages in connection with such transactions; (e) On the applicable Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller Depositor shall have received a certificate to that effect signed by an authorized officer of from the Purchaser.Trust the Purchase Price in immediately available funds; (iif) The Mortgage Loan Seller shall have received copies of all On the Initial Closing Date or each Subsequent Closing Date, as applicable, the Depositor, the Depositor Eligible Lender Trustee, the Trust or the Trust Eligible Lender Trustee, as applicable (and any other parties to each of the following closing documentsagreements or instruments), in such forms as are agreed upon shall have executed and reasonably acceptable delivered the following to the Mortgage Loan Sellerapplicable parties, duly executed by all signatories other than together with the Mortgage Loan Seller as required pursuant to execution and delivery of this Agreement (provided, however, that this Agreement shall be deem delivered immediately prior to, but nevertheless subject to, the respective terms thereof:delivery of the following agreements or instruments): (1) If required pursuant to Section 3 hereofOn the Initial Closing Date, an executed original Administration Agreement between the Amendment dated as of Trust and the Closing Date and any documents referred to thereinAdministrator, or, if previously delivered, a confirmation thereof; (2) The Pooling On the Initial Closing Date, an executed original Master Servicing Agreement between the Trust and Servicing Agreementthe Master Servicer, or, if previously delivered, a confirmation thereof; (3) On the Initial Closing Date and each Subsequent Closing Date, bills of sale, blanket endorsements and such other instruments of transfer, assignment and delivery as each of the Trust and the Trust Eligible Lender Trustee shall have reasonably requested pursuant to Section 2.02; (4) On the Initial Closing Date and each Subsequent Closing Date, a certificate of an appropriate officer of the Depositor and the Depositor Eligible Lender Trustee, dated the applicable Closing Date, stating that the conditions set forth in subsections 7.01 (b) and (c) to be satisfied by the Depositor and the Depositor Eligible Lender Trustee, respectively, have been satisfied; and (5) On the Initial Closing Date, (a) legal opinions, in form and substance reasonably satisfactory to the Mortgage Loan Sellerparties listed in subsection 7.01(a) and their counsel, with respect to the organization and all documents required thereby duly executed by all signatories;authority of the Depositor and Trust and such other matters as such counsel may reasonably require and (b) such other opinions, documents, instruments and agreements xx Xxxxxxxx Xxxx LLP, the Trust or the Trust Eligible Lender Trustee, or their respective counsels, may request. (36) A certificate of an officer of On the Purchaser dated as of the Initial Closing Date and each Subsequent Closing Date, in a form reasonably acceptable certificate of each Subservicer to the Mortgage Loan Seller, effect that: (A) the Financed Student Loans identified on Exhibit A to such certificate were transferred to Lender Identification Number 834042 and attached thereto the resolutions applicable portfolio number and are being serviced on behalf of the Purchaser authorizing Trust by the transactions contemplated by this Agreement Subservicer pursuant to the applicable subservicing agreement between, inter alia, such Subservicer and the Pooling and Servicing Agreement, together with copies Master Servicer; and (B) the loan files relating to the Financed Student Loans set forth on Exhibit A to such certificate are in the possession of the Purchaser’s articles of incorporationSubservicer. (7) On the Initial Closing Date and each Subsequent Closing Date, and evidence as to the good standing a certificate of the Purchaser dated as of a recent date;Indenture Trustee certifying that the Financed Student Loans listed on each Subservicer Certificate delivered pursuant to Section 7.01(f)(6) above are the same Financed Student Loans listed on Xxxxxxxx X-0 hereto. (4) One or more opinions 8) On the Initial Closing Date and each Subsequent Closing Date, a certificate of counsel from the Purchaser’s counsel Indenture Trustee confirming that the amount of premium paid as part of the Purchase Price does not exceed the amount of premium reflected in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure most recent cash flows approved by the intended rating from each Rating Agency for the Certificates;agencies.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling Trust Agreement, in form and substance reasonably satisfactory to the Purchaser, and all documents required thereby duly executed by all signatories; (4) The Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Grantor Trustee, the Issuer and the Purchaser, and all documents required thereby duly executed by all signatories; (45) The Indenture, in form and substance reasonably satisfactory to the Indenture Trustee, the Issuer and the Purchaser, and all documents required thereby duly executed by all signatories; (6) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (57) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) 8) A letter from each of the Rating Agencies giving each Class of Certificates Notes set forth on Schedule A the rating set forth on Schedule A; and (79) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesNotes. (iii) The Certificates Notes to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling Trust Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) The Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (34) The Indenture, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (5) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s 's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (46) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;; and (57) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the CertificatesNotes;

Conditions to Closing. (a) The obligations Company’s obligation to complete the purchase and sale of the Securities and deliver such stock certificate(s) and warrant certificates to each Purchaser under is subject to: (i) receipt by the Company of immediately available funds in the full amount of the purchase price for the Securities being purchased hereunder as set forth below such Purchaser’s name on such Purchaser’s signature page hereto (the “Purchase Price”), in accordance with the wire transfer instructions delivered by the Company pursuant to Section 2.1(b); (ii) the accuracy in all material respects of the representations and warranties made by such Purchaser in Section 4 below as of the Closing Date and the fulfillment in all material respects of those undertakings of such Purchaser in this Agreement will to be subject to the satisfaction, fulfilled on or prior to the Closing Date, ; (iii) confirmation that the Shares and the Warrant Shares have been approved for quotation on the Nasdaq National Market; and (iv) the aggregate Purchase Price to be paid by the Purchasers for the Securities at the Closing shall be greater than or equal to $24,000,001. (b) Each Purchaser’s obligation to complete the purchase and sale of the following conditionsSecurities is subject to: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with accuracy in all material respects; all respects of the representations and warranties of made by the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified Company in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated below as of the Closing Date and any documents referred the fulfillment in all material respects of those undertakings of the Company in this Agreement to thereinbe fulfilled on or prior to the Closing Date; (2ii) If required pursuant to Section 3 hereof, confirmation that the Final Mortgage Loan Schedule containing Shares and the information set forth Warrant Shares have been approved for quotation on Exhibit 2 hereto, one copy to be attached to each counterpart of the AmendmentNasdaq National Market; (3iii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory delivery by the Company to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate such Purchaser of an officer of the Mortgage Loan Seller opinion, dated as of the Closing Date, in a form reasonably acceptable from Seyfarth Xxxx LLP, counsel to the PurchaserCompany, and in the form attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Sellerhereto as Exhibit A; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished delivery by the Company to the such Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser opinion related to certain intellectual property matters, dated as of the Closing Date, in a form reasonably acceptable from XxXxxxxxx Will & Xxxxx LLP, counsel to the Mortgage Loan SellerCompany, in the form attached hereto as Exhibit B; (v) delivery by the Company to such Purchaser of an opinion related to certain regulatory, litigation and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreementintellectual property matters, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent datethe Closing Date, from Xxxxx Xxxx, Vice President, General Counsel to the Company, in the form attached hereto as Exhibit C; (4vi) One the Company’s delivery to its transfer agent of irrevocable instructions to issue, subject to the fulfillment of conditions set forth in Section 2.2(a), to such Purchaser or in such nominee name(s) as designated by such Purchaser in the Securities Certificate Questionnaire attached hereto as Appendix I such number of Shares set forth on such Purchaser’s signature page hereto, or if requested by the Purchaser, one or more opinions of counsel from the certificates representing such Securities registered in such name(s) or nominee name(s) requested by such Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;; and (5vii) Such other documents, certificates (including additional representations and warranties) and opinions as may the aggregate Purchase Price to be reasonably necessary to secure paid by the intended rating from each Rating Agency Purchasers for the Certificates;Securities at the Closing shall be greater than or equal to $24,000,001.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling Sale and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3iii) The Pooling Trust Agreement, in form and substance reasonably satisfactory to the Purchaser, and all documents required thereby duly executed by all signatories; (iv) The Sale and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Indenture Trustee, the Issuer and the Purchaser, and all documents required thereby duly executed by all signatories; (4v) The Indenture, in form and substance reasonably satisfactory to the Indenture Trustee, the Issuer and the Purchaser, and all documents required thereby duly executed by all signatories; (vi) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5vii) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Issuer, the Indenture Trustee and each Rating Agency; (6viii) A letter from each of the Rating Agencies giving each Class of Certificates Notes set forth on Schedule A the rating set forth on Schedule A; and (7ix) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesNotes. (iii3) The Certificates Notes to be sold to Bear Xxxxxxx the Underwriters pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxxthe Underwriters. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) The Pooling Trust Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (iii) The Sale and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3iv) The Indenture, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (v) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling Sale and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4vi) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;; and (5vii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the CertificatesNotes; (3) The Certificates shall have been transferred to, or at the direction of, the Mortgage Loan Seller.

Conditions to Closing. (ai) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1a) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2b) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3c) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4d) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5e) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6f) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7g) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (bii) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1a) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2b) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3c) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s 's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4d) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5e) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) 6.1 The obligations of the Standby Purchaser under this Agreement will be to consummate the transactions contemplated hereunder are subject to the satisfactionfulfillment, on or prior to or on the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the 6.1.1 The representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified Company in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and at and as of the Closing Date as if made on such date (except for representations and warranties made as of a specified date, which shall be true and correct in all material respects as of such specified date); 6.1.2 Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have been any Material Adverse Effect that is continuing; and 6.1.3 As of the Closing Date, and no event trading in the Common Stock shall not have occurred which would constitute been suspended by the Commission or NASDAQ or trading in securities generally on The NASDAQ Capital Market shall not have been suspended or limited or minimum prices shall not have been established on either exchange (a breach by it “Market Adverse Effect”). 6.2 The obligations of the terms of this AgreementCompany to consummate the transactions contemplated hereunder are subject to the fulfillment, and prior to or on the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer Closing Date, of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all condition that the representations and warranties of the following closing documents, Standby Purchaser in such forms Section 4 shall be true and correct in all material respects as are agreed upon of the date hereof and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated at and as of the Closing Date as if made as of such date (except for representations and any documents referred warranties made as of a specified date, which shall be true and correct in all material respects as of such specified date). 6.3 The obligations of the Company and the Standby Purchaser to therein; (2) The Pooling and Servicing Agreement, consummate the transactions contemplated hereunder in form and substance reasonably satisfactory connection with the Rights Offering are subject to the Mortgage Loan Sellerfulfillment, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of prior to or on the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing following conditions: 6.3.1 No judgment, injunction, decree or other legal restraint shall prohibit, or have the effect of rendering unachievable, the consummation of the Rights Offering or the material transactions contemplated by this Agreement Agreement; 6.3.2 No stop order suspending the effectiveness of the Rights Offering Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; and any request of the Commission for inclusion of additional information in the Registration Statement or otherwise shall have been complied with; and 6.3.3 The New Shares and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency Securities shall have been authorized for the Certificates;listing on The NASDAQ Capital Market.

Conditions to Closing. The obligation of each Lender to make its Loans hereunder on the Closing Date is subject to satisfaction of the following conditions precedent (it being understood that the conditions set forth in Section 3.02 must also be satisfied prior to the initial extension of Loans hereunder): (a) The obligations Administrative Agent’s receipt of the Purchaser under this Agreement will following, each of which shall be subject to the satisfactionoriginals or facsimiles (or delivered by other electronic transmission, on or prior to the Closing Dateincluding as “pdf” files transmitted by electronic mail) unless otherwise specified, each properly executed by a Responsible Officer of the following conditions: (i) Each of the obligations of the Mortgage signing Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred whichParty, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Administrative Agent and its legal counsel: (i) executed counterparts of (A) this Agreement, (B) the PurchaserIntercreditor Agreement and (C) the Guaranty; (ii) a Note executed by the Borrower in favor of each Lender that has requested a Note in advance of the Closing Date; (iii) executed counterparts of the Security Agreement and each other Collateral Document set forth on Schedule 3.01(a), and all documents required thereby duly executed by each Loan Party thereto, together with: (A) certificates, if any, representing the Pledged Equity referred to therein accompanied by undated stock powers executed in blank and instruments evidencing the Pledged Debt indorsed in blank, (B) evidence that all signatoriesdocuments, actions, recordings and filings (including the filing of Uniform Commercial Code financing statements) that the Administrative Agent may deem reasonably necessary to satisfy the Collateral and Guarantee Requirement shall have been taken, completed or otherwise provided for in a manner reasonably satisfactory to the Administrative Agent; and (C) the Intercompany Subordination Agreement, duly executed by the Loan Parties and (as applicable) their Restricted Subsidiaries; (4iv) A certificate a completed Perfection Certificate dated the Closing Date and signed by a Responsible Officer of an officer each Loan Party, together with all attachments contemplated thereby and the results of a search of the Mortgage Uniform Commercial Code (or equivalent) filings and tax and judgment lien searches made with respect to the Loan Seller Parties in the jurisdictions contemplated by the Perfection Certificate and copies of the financing statements (or similar documents) disclosed by such search and evidence reasonably satisfactory to the Administrative Agent that the Liens indicated by such financing statements (or similar documents) are permitted by Section 6.06 or have been or will contemporaneously with the initial funding of Loans on the Closing Date be released or terminated; (v) such certificates of resolutions or other action, incumbency certificates and/or other certificates of Responsible Officers of each Loan Party as the Administrative Agent may reasonably require evidencing the identity, authority and capacity of each Responsible Officer thereof authorized to act as a Responsible Officer in connection with this Agreement and the other Loan Documents to which such Loan Party is a party or is to be a party on the Closing Date and attaching copies of the Organization Documents of each Loan Party, certified by the Secretary of State of its jurisdiction of organization, together with a good standing certificate from the Secretary of State of its jurisdiction of organization, each dated as of a recent date prior to the Closing Date; (vi) a customary written opinion of Sidley Austin LLP, in its capacity as California, Delaware, New York and Texas counsel to the Loan Parties, dated the Closing Date, in form and substance reasonably acceptable to the Administrative Agent and addressed to the Administrative Agent and the Lenders; (vii) a certificate signed by a Responsible Officer of the Borrower certifying that there has been no change, effect, event or occurrence since September 29, 2020, that has had or would reasonably be expected to result in a Material Adverse Effect; (viii) a certificate dated as of the Closing Date from the chief financial officer (or other officer with reasonably equivalent responsibilities) of Holdings certifying that, after giving effect to the Transactions on the Closing Date, in the Loan Parties and their Restricted Subsidiaries, on a form reasonably acceptable to the Purchaserconsolidated basis, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Sellerare Solvent; (5ix) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory evidence that all insurance (including title insurance) required to be maintained pursuant to the PurchaserLoan Documents has been obtained and is in effect and that the Collateral Agent has been named as loss payee or as additional insured, as applicable, under each insurance policy with respect to such insurance as required under the Trustee and each Rating Agency; (6) A letter from each Loan Documents; provided that endorsements of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule Ainsurance policies shall not be conditions to closing; and (7x) Such other documentscopies of the ABL Credit Agreement, certificates (including additional representations duly executed by the parties thereto, together with all material agreements, instruments and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment delivered in connection therewith as the Administrative Agent shall reasonably request, each including certification by a Responsible Officer of the conditions set forth Borrower that such documents are in this Agreement full force and effect as of the transactions contemplated hereby as the Purchaser and its counsel may reasonably requestClosing Date. (b) The obligations All fees and expenses required to be paid on the Closing Date (including pursuant to the Engagement Letter), and in the case of expenses invoiced before the Closing Date shall have been paid in full in cash in immediately available funds. (c) Prior to or substantially concurrently with the initial funding of the Mortgage Loan Seller under this Agreement Loans hereunder, including by use of proceeds thereof, the Closing Date Refinancing shall be subject to consummated. (d) The Arrangers and the satisfactionLenders shall have received (i) the Audited Financial Statements and the audit report for such financial statements, which audit report has not been withdrawn by the Borrower’s auditors, and Parent has not received any notice or indication from its auditors that such audit report may not be relied upon and (ii) unaudited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of Parent for the fiscal quarters ended on or about June 29, 2021, March 30, 2021 and December 29, 2020 (the “Unaudited Financial Statements”), which financial statements described in clauses (i) and (ii) shall be prepared in accordance with GAAP. (e) The Arrangers and the Lenders shall have received a certificate from a Responsible Officer of the Borrower certifying compliance with Section 3.02(a) and Section 3.02(b). (f) At least three (3) Business Days prior to the Closing Date, of the following conditions: Administrative Agent shall have received (i) The obligations of all documentation and other information that the Purchaser Administrative Agent has reasonably determined is required to be performed by it on or prior bank regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act, to the Closing Date pursuant to extent requested by the terms Administrative Agent (including on behalf of this Agreement shall have been duly performed and complied with any Lender) at least ten days in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as advance of the Closing Date and any documents referred to therein; (2ii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Sellerextent the Borrower qualifies as a “legal entity customer” under the Beneficial Ownership Regulation, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, a Beneficial Ownership Certification in a form reasonably acceptable relation to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Borrower.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or any of the Pooling and Servicing AgreementTransaction Documents; and the Purchaser and the Certificate Insurers shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3iii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Trustee, the Certificate Insurers and the Purchaser, and all documents required thereby duly executed by all signatories; (4iv) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the PurchaserPurchaser and the Certificate Insurers, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this AgreementAgreement and the other Transaction Documents to which it is a party, together with copies of the charter and articles of incorporation, by-laws and certificate of good standing of the Mortgage Loan Seller; (5v) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee Trustee, the Certificate Insurers and each Rating Agency; (6vi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (7vii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesCertificates (without taking into consideration the Insurance Policies). (iii3) The Certificates to be sold to Bear Xxxxxxx Sxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear XxxxxxxSxxxxxx. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser and the Certificate Insurers such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser Purchaser, the Certificate Insurers and its their respective counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this AgreementAgreement or any of the Transaction Documents, and the Mortgage Loan Seller and the Certificate Insurers shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan SellerSeller and the Certificate Insurers, and all documents required thereby duly executed by all signatories; (3iii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan SellerSeller and the Certificate Insurers, and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreementother Transaction Documents to which it is a party, together with copies of the Purchaser’s articles certificate of incorporationformation, limited liability company agreement, and evidence as to the good standing of the Purchaser dated as of a recent date; (4iv) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;, the Certificate Insurers and the Rating Agencies; and (5v) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Certificates (without taking into account the Insurance Policies).

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2B) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 3 hereto, one copy to be attached to each counterpart of the Amendment; (3C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4D) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5E) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx Xxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear XxxxxxxXxxxxxx Xxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations Except as otherwise expressly provided herein, the obligation of Capital to consummate the Purchaser under transactions contemplated by this Agreement will be is subject to the satisfaction, on fulfillment at or prior to the Closing Date, Date (or the waiver by Capital) of the following conditions: (1) Prospect agrees to execute and/or deliver on or before the Closing Date all documents contemplated by this Agreement which shall include, without limitation, the following: (i) Each resolutions of the Board of Directors and Shareholders of Prospect approving the transaction; (ii) a certificate evidencing that Prospect's corporate status is in "good standing" from the Secretary of State, State of New York; (iii) Bill of Sale (which will include rights to all proprietary rightx xx Prospect) attached hereto as Exhibit B (the "Bill of Sale"); (iv) the Assignment and Assumption Agreemexx attached hereto as Exhibit C (the "Assignment and Assumption Agreement"); (v) Assignments of truck leases and equipment and other personal property leases together with all material third party consents; (vi) Assignment of real estate leases and or the delivery of a sublease to the premises located at 700 Columbia Street, Brooklyn, NY, together with all landlxxx xxxxxxxx xxx xxx xxxxxxxxxx of the corresponding security deposit; (vii) Letters from Monty Matrisciani, Daniel Matrisciani and Alex Matrisxxxxx xxxxxxxxx xxeir xxxxxxxxxxxx xxxx Capitax xx xxx xxxxxxxxxxx for the debt of Prospect to them; (viii) Investment representation letters to Capital, in form and substance satisfactory to Capital from Prospect, Prospect Shareholders or their designees; (ix) A bring-down officer certificate certifying that the representations and warranties set forth in Article 3 and the Schedules to this Agreement are true and correct in all respects at and as of the Closing Date as though then made, except for such changes as may be incurred in the ordinary course of business or as contemplated by this Agreement; (x) Delivery of a balance sheet dated the closing of business the day preceding the Closing Date. (xi) execution and delivery of the Voting Agreement, in the form attached hereto as Exhibit D; (2) Capital shall have received financing from a banking institution in an amount which shall be approximately $4,000,000 and which financing will close simultaneous with the acquisition of the assets of Prospect and will provide Capital with sufficient funds to satisfy the obligations of Prospect as set forth in section 2.3A. In connection with such financing, the Mortgage Loan Seller Prospect Shareholders shall execute such documents as may be required by Capital's financing institution, upon such terms which are subject to the approval of the Prospect Shareholders, which approval shall not be unreasonably withheld, in order to pledge, assign, mortgage or otherwise encumber their property located at 500 Fourth Avenue, Brooklyn, New York, in order to secure their gxxxxxxxx xx xxx xxxxxxxxx, (xxx "Xxxxrity Property") which is currently owned by Addie Realty Properties, Inc., a corporation which is owned by cexxxxx of the Prospect Shareholders. The financing documents shall provide that the Prospect Shareholders shall have a right of subordination as against Capital or any successor-in-interest in the event the property is foreclosed or is actually utilized to satisfy any obligation of Capital and that Carmine Stella shall be personally guaranteeing the bank financinx. (3) The receipt of the consent and approval by Pabst to permit Capital to become the distributor of Pabst's products in the Territory which Prospect currently serves; (4) Prospect shall have performed all of the convenants and agreements required to be performed by Prospect prior to the Closing Date. (5) All third party or governmental consents shall have been obtained to the extent required in this Agreement and the assignment of all Assigned Contracts; (6) No action or proceeding shall be pending or threatened which if successful would have a material adverse effect on the Business; (7) The Assets shall be transferred free and clear of any and all Liens, except as indicated with respect to LaSalle Bank; and (8) The delivery of Prospect's unaudited financial statements for the quarter ended March 31, 2001. (9) Capital shall have received documentation from Lasalle which releases all Liens on the purchased assets, in such form which is reasonably acceptable to Capital. (b) Except as otherwise expressly provided herein, the obligation of Prospect to consummate the transaction contemplated by this Agreement is subject to the fulfillment at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice (or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed waiver by authorized officers of the Mortgage Loan Seller. (iiProspect) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required Capital agrees to be performed by it execute and/or deliver on or prior to the Closing Date pursuant to the terms of all documents as contemplated by this Agreement which shall have been duly performed and complied with include, without limitation, the following: (i ) resolution of Capital's Board of Directors; - (ii) a certificate evidencing that Purchaser's corporate status is in all material respects"good standing" from the Secretary of State, and all State of Delaware; (iii) the Employment Agreements for each of Monty Matrisciani, Daniel Matrisciani, Alex Maxxxxxxxxx xxx Xxxhael Matrisciani xxxachxx xx Xxxxxxx X xespectxxxxx; (iv) share certificates for capital stock to be issued to Prospect; (v) the assumption of the Teamsters Local 812 Union Agreement by Capital; (vi) reasonable proof of health insurance coverage for the persons listed on Schedule 7.4(b)(1)(vi); (vii) a bring-down officer certificate certifying that the representations and warranties of the Purchaser under this Agreement shall be set forth in Article 4 are true and correct in all material respects as of the date hereof at and as of the Closing DateDate as though then made, and no event except for such changes as may be incurred in the ordinary course of business or as contemplated by this Agreement; (viii) Capital shall have occurred which would constitute a breach by it performed all of the terms of this Agreement, convenants and agreements required to be performed prior to the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the PurchaserClosing Date. (iiix) The Mortgage Loan Seller shall have received copies of all execution and delivery of the following closing documentsVoting Agreement, in such forms the form attached hereto as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinExhibit F; (2x) The Pooling the Assignment and Servicing Assumption Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3xi) A certificate Delivery of an officer copy of NASDAQ additional share listing filings; and (xii) Form 10Q-SB for the Purchaser dated as of the Closing Dateperiod ended March 31, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date2001; (4xiii) One Assignment of real estate leases or more opinions the delivery of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory a sublease to the Mortgage Loan Seller; (5) Such other documentspremises located at 700 Columbia Street, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure Brooklyn, NY, together wxxx xxx xxxxxxxx xxxxxxxx xxx xxx assignment of the intended rating from each Rating Agency for the Certificates;corresponding security deposit.

Conditions to Closing. (ai) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1a) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2b) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3c) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4d) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5e) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6f) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7g) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear Xxxxxxx Stearns pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear XxxxxxxStearns. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (bii) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1a) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2b) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3c) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s 's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4d) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5e) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Subsequent Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Subsequent Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1) a. If required pursuant to Section 3 hereof, the Amendment dated as of the Subsequent Closing Date and any documents referred to therein; (2) b. If required pursuant to Section 3 hereof, the Final Subsequent Mortgage Loan Schedule containing the information set forth on Exhibit 2 3 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) c. A certificate of an officer of the Mortgage Loan Seller dated as of the Subsequent Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller Seller’s authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller;; and (5) d. One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Subsequent Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Subsequent Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Subsequent Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) a. If required pursuant to Section 3 hereof, the Amendment dated as of the Subsequent Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) b. A certificate of an officer of the Purchaser dated as of the Subsequent Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date;; and (4) c. One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1A) [Reserved]; (B) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3C) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4D) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5E) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6F) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule Ain the Prospectus Supplement; and (7G) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx Xxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear XxxxxxxXxxxxxx Xxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1A) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein[Reserved]; (2B) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3C) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s 's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4D) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;; and (5E) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the each Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the each Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of each of the Mortgage Loan SellerSellers. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3iii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4iv) A certificate of an officer of the Mortgage Loan Seller EMC dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller EMC authorizing the transactions contemplated by this Agreement, together with copies of the charter and articles of incorporation, by-laws and certificate of the Mortgage Loan Sellergood standing of EMC; (5v) A certificate of an officer of Master Funding dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of Master Funding authorizing the transactions contemplated by this Agreement, together with copies of the written consent of the sole member, limited liability company agreement and certificate of good standing of Master Funding; (vi) One or more opinions of counsel from the Mortgage Loan Seller’s Sellers’ counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6vii) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (7viii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (ai) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1a) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2b) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3c) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4d) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5e) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6f) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7g) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear Xxxxxxx pursuant Stearns xxxxxxxt to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear XxxxxxxStearns. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (bii) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1a) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2b) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3c) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s 's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4d) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5e) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations obligation of each Purchaser to purchase and pay for the Series 2011A Notes to be sold to such Purchaser under this Agreement will be at the Closing is subject to the fulfillment to such Purchaser’s satisfaction, on or prior to the Closing DateClosing, of the conditions set forth in Section 4 of the Note Purchase Agreement (except that (1) all references to “Purchaser” therein shall be deemed to refer to the Purchasers hereunder, all references to “this Agreement” shall be deemed to refer to the Note Purchase Agreement as supplemented by the First Supplement and this Supplement, all references to the “Closing” therein shall be deemed to refer to the Closing as defined herein, and all references to “Notes” or “Series 2008A Notes” therein shall be deemed to refer to the Series 2011A Notes, and as hereafter modified, and (2) the Memorandum, as defined in Section 5.3 of Exhibit A hereto, is deemed to be the “Memorandum” for purposes of the closing condition in Section 4.2 of the Note Purchase Agreement), and to the following additional conditions: (ia) Each of Except as supplemented, amended or superseded by the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed representations and complied with warranties set forth in all material respects; all Exhibit A hereto, each of the representations and warranties of the Mortgage Loan Seller under this Obligors set forth in Section 5 of the Note Purchase Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached Obligors shall have delivered to each counterpart of Purchaser an Officer’s Certificate, dated the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as date of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have certifying that such condition has been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably requestfulfilled. (b) Contemporaneously with the Closing, the Obligors shall sell to each Purchaser, and each Purchaser shall purchase, the Series 2011A Notes to be purchased by such Purchaser at the Closing as specified in Schedule A. (c) The obligations Obligors shall have paid on or before the Closing the fees, charges and disbursements of the Mortgage Loan Seller under this Agreement shall be subject special counsel to the satisfactionPurchasers incurred in connection with the issuance of the Series 2011A Notes, on or as reflected in a statement of such counsel rendered to the Obligors at least one Business Day prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the PurchaserClosing. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of each of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3i) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4ii) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and articles of incorporation, by-laws and certificate of good standing of the Mortgage Loan Seller; (5iii) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, Purchaser the Trustee and each Rating Agency; (6iv) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (7v) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement or the Pooling and Servicing Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2i) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan SellerSeller and the Trustee, and all documents required thereby duly executed by all signatories; (3ii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, Seller and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and Agreement, the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles certificate of incorporationformation, limited liability company agreement and evidence as to the good standing of the Purchaser dated as of a recent date; (4iii) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;, the Trustee and the Rating Agencies; and (5iv) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1i) If if required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 3 hereto, one copy to be attached to each counterpart of the Amendment; (3iii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4iv) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller Seller’s authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5v) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6vi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7vii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear Xxxxxxx Xxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear XxxxxxxXxxxxxx Xxxxx. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations obligation of each of the Purchaser under this Agreement will be Lenders to lend the Principal Amount to the Borrower is subject to the satisfactionsatisfaction of the following conditions, on or prior to the applicable Closing Date, any or all of which may be waived by the following conditionsapplicable Lender: (i) Each of 4.1 the obligations of representations and warranties made by the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of Borrower in this Agreement shall have been duly performed true and complied with in all material respects; all of the representations correct when made, and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the Closing Date as if the Closing Date was substituted for the date set forth in such representations and warranties; 4.2 all covenants, agreements, and conditions contained in this Agreement to be performed or dates specified in all material respects; and no event complied with by the Borrower prior to the Closing Date shall have occurred whichbeen performed or complied with by the Borrower, with notice as the case may be, prior to or at the passage Closing Date; 4.3 from the date hereof until the Closing Date, there will have been no material adverse change in the financial or business condition of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and Borrower; 4.4 the Purchaser Lender shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documentsa certificate, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinsigned by the CEO of the Borrower, confirming compliance with the conditions precedent set forth in Sections 4.1, 4.2 and 4.8 of this Article IV; 4.5 the Charge Agreement (2) If subject only to receipt of the Required Consents), and the Warrant Certificate shall have been duly executed and delivered to FCD by the Borrower; 4.6 the Lenders shall have received a duly executed legal opinion of X. Xxxxxxxx & Co, Advocates and Notaries, counsel to the Borrower, in the form attached hereto as Exhibit B; 4.7 all corporate and other proceedings taken or required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart taken by the Borrower for the execution, delivery and performance of the Amendment; (3) The Pooling Loan Documents by the Borrower shall have been taken and Servicing Agreement, all documents incident thereto shall be reasonably satisfactory in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatoriesLenders; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable 4.8 Solely with respect to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and byFCD-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage other Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller Documents shall have received a certificate to that effect signed by an authorized officer the approval of the Purchaser.shareholders of the Borrower in accordance with Section 275 of the Companies Law, 5759-1999; and (ii) 4.9 The Mortgage Loan Seller Borrower shall have received copies of all the approval of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as Office of the Closing Date and Chief Scientist to any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate change of an officer ownership of its assets which may occur as a result of the Purchaser dated as enforcement by FCD of the Closing Date, in a form reasonably acceptable to security interest created under the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Charge Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Subsequent Transfer Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Subsequent Transfer Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling Sale and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Subsequent Transfer Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Subsequent Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Subsequent Transfer Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (54) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Issuer, the Indenture Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement ment and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx and Xxxxxx Xxxxxxx. (iv) . The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Subsequent Transfer Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Subsequent Transfer Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Subsequent Transfer Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Subsequent Transfer Date and any documents referred to therein; (2) The Pooling Trust Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) The Sale and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (34) The Indenture, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (5) A certificate of an officer of the Purchaser dated as of the Closing Subsequent Transfer Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling Sale and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (46) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;; and (57) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the CertificatesNotes;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling Sale and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling Trust Agreement, in form and substance reasonably satisfactory to the Purchaser, and all documents required thereby duly executed by all signatories; (4) The Sale and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Indenture Trustee, the Issuer and the Purchaser, and all documents required thereby duly executed by all signatories; (45) The Indenture, in form and substance reasonably satisfactory to the Indenture Trustee, the Issuer and the Purchaser, and all documents required thereby duly executed by all signatories; (6) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (57) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Issuer, the Indenture Trustee and each Rating Agency; (6) 8) A letter from each of the Rating Agencies giving each Class of Certificates Notes set forth on Schedule A the rating set forth on Schedule A; and (79) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesNotes. (iii) The Certificates Notes to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling Trust Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) The Sale and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (34) The Indenture, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (5) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling Sale and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (46) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;; and (57) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the CertificatesNotes;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfactionA. THE OBLIGATIONS OF THE PURCHASER UNDER THIS AGREEMENT WILL BE SUBJECT TO THE SATISFACTION, on or prior to the Closing DateON OR PRIOR TO THE CLOSING DATE, of the following conditionsOF THE FOLLOWING CONDITIONS: (i) 1. Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) 2. The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2ii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3iii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4iv) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5v) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6vi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7vii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or any of the Pooling and Servicing AgreementTransaction Documents; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3i) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4ii) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and articles of incorporation, by-laws and certificate of good standing of the Mortgage Loan Seller; (5iii) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6iv) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (7v) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its their respective counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this AgreementAgreement or any of the Transaction Documents, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2i) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3ii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreementother Transaction Documents to which it is a party, together with copies of the Purchaser’s articles certificate of incorporationformation, limited liability company agreement, and evidence as to the good standing of the Purchaser dated as of a recent date; (4iii) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;Seller and the Rating Agencies; and (5iv) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. The following conditions are precedent to Purchaser's obligation to acquire the Property and to deliver the Purchase Price (athe "Conditions Precedent"): a. This Agreement shall not have terminated pursuant to any other provision hereof, including, without limitation, Paragraph 5 above. b. Seller's obtaining and delivering to Purchaser tenant estoppel certificates from tenants ("Tenants") The obligations occupying all of the rentable area of the leased premises in the Property that is leased to Tenants, which certificates shall be in the form of Exhibit I attached hereto (subject only to such changes and qualifications, including, without limitation, statements alleging defaults or other matters, as are acceptable to Purchaser under this Agreement will in its reasonable discretion) and shall reflect the terms of the respective Leases, and which certificates shall be subject to the satisfaction, on dated (or recertified) no earlier than forty-five (45) days prior to the Closing Date, . Seller shall deliver to each of the following conditions: (i) Each Tenants of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the PurchaserProperty, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable shall use its reasonable efforts to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter obtain from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A Tenants, a tenant estoppel certificate in the rating set forth on Schedule A; and (7) Such other documentsform attached hereto as Exhibit I, certificates (including additional representations and warranties) and opinions as may be reasonably necessary revised by Seller to secure reflect the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment terms of the conditions set forth in this Agreement respective Leases, and the transactions contemplated hereby modified to address reasonable, specific concerns arising as the Purchaser and its counsel may reasonably request. (b) The obligations a result of Purchaser's review of the Mortgage Loan Leases that are conveyed to Seller under this Agreement shall be subject to the satisfaction, on or in writing prior to the Closing Date, expiration of the following conditions: (i) The obligations Due Diligence Period. As used in this Section 6(b), reasonable efforts shall be limited to demand only and Seller shall not be obligated to institute legal action to require delivery of such estoppel certificates. Notwithstanding the Purchaser required to be performed by it on or prior foregoing, to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and extent that Seller has not obtained satisfactory estoppel certificates from all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing DateTenants despite its using reasonable best efforts, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan but Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of has obtained satisfactory estoppel certificates from all of the following closing documents, in such forms as are agreed upon Major Tenants and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: from Tenants (1including Major Tenants) If required pursuant to Section 3 hereof, the Amendment dated as occupying ninety percent (90%) or more of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer rentable area of the leased premises in the Property that is leased to Tenants, then Seller shall deliver to Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;a

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling Sale and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1b) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2i) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 3 hereto, one copy to be attached to each counterpart of the Amendment; (3ii) The Pooling Trust Agreement, in form and substance reasonably satisfactory to the Purchaser, and all documents required thereby duly executed by all signatories; (iii) The Sale and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee Indenture Trustee, the Issuer and the Purchaser, and all documents required thereby duly executed by all signatories; (4iv) The Indenture, in form and substance reasonably satisfactory to the Indenture Trustee, the Issuer and the Purchaser, and all documents required thereby duly executed by all signatories; (v) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller Seller's authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5vi) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Issuer, the Indenture Trustee and each Rating Agency; (6vii) A letter from each of the Rating Agencies giving each Class of Certificates Notes set forth on Schedule A the rating set forth on Schedule A; and (7viii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the CertificatesNotes. (iii1) The Certificates Notes to be sold to Bear Xxxxxxx Merrill Lynch pursuant to the Underwriting Xxxxrwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear XxxxxxxMerrill Lynch. (iv0) The Mortgage Xxe Xxxtgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (bc) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to On the Closing Date, the Borrower shall satisfy each of the following conditions: (a) receipt by the Agent from each of the parties hereto of either (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms a duly executed counterpart of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. such party or (ii) The Purchaser shall have received all a facsimile transmission stating that such party has duly executed a counterpart of the following closing documents, in this Agreement and sent such forms as are agreed upon and reasonably acceptable counterpart to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinAgent; (2b) If required pursuant to receipt by the Agent of a duly executed Syndicated Revolving Credit Note, a Term Loan Note and a duly executed Money Market Note for the account of each Bank complying with the provisions of Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment2.04; (3c) The Pooling and Servicing Agreementreceipt by the Agent of an opinion (together with any opinions of local counsel relied on therein) of Xxxx & Valentine, in form and substance reasonably satisfactory to counsel for the Trustee Borrower and the PurchaserGuarantors, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, substantially in a the form reasonably acceptable of Exhibit D hereto and covering such additional matters relating to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel Agent or any Bank may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2d) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to receipt by the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate Agent of an officer opinion of Womble, Carlyle, Xxxxxxxxx & Rice, PLLC, special counsel for the Purchaser Agent, dated as of the Closing Date, substantially in a the form reasonably acceptable of Exhibit E hereto and covering such additional matters relating to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and hereby as the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent dateAgent may reasonably request; (4e) One receipt by the Agent of a certificate (the "Closing Certificate"), dated the Closing Date, substantially in the form of Exhibit H hereto, signed by a principal financial officer of the Borrower and the Secretary of each Guarantor, to the effect that (i) no Default has occurred and is continuing on the Closing Date; (ii) the representations and warranties of the Borrower contained in Article IV are true on and as of the Closing Date; and (iii) the representations and warranties of the Guarantors contained in the Guaranty are true on and as of the Closing Date; (f) receipt by the Agent of all documents which the Agent or more opinions any Bank may reasonably request relating to the existence of counsel from the Purchaser’s counsel Borrower, the corporate authority for and the validity of this Agreement, the Notes, and any other matters relevant hereto, all in form and substance reasonably satisfactory to the Mortgage Agent, including without limitation a certificate of incumbency of the Borrower (the "Borrower Officer's Certificate"), signed by the Secretary or an Assistant Secretary of the Borrower, substantially in the form of Exhibit I hereto, certifying as to the names, true signatures and incumbency of the officer or officers of the Borrower authorized to execute and deliver the Loan Seller; Documents to which it is a party, and certified copies of the following items: (5i) Such other documentsthe Borrower's Certificate of Incorporation, certificates (including additional representations and warrantiesii) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Borrower's Bylaws,

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of each of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3i) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4ii) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and articles of incorporation, by-laws and certificate of good standing of the Mortgage Loan Seller; (5iii) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, Purchaser the Trustee and each Rating Agency; (6iv) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (7v) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii3) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its respective counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement or the Pooling and Servicing Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2i) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan SellerSeller and the Trustee, and all documents required thereby duly executed by all signatories; (3ii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, Seller and attached thereto the resolutions written consent of the member of the Purchaser authorizing the transactions contemplated by this Agreement and Agreement, the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles certificate of incorporationformation, limited liability company agreement and evidence as to the good standing of the Purchaser dated as of a recent date; (4iii) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;, the Trustee and the Rating Agencies; and (5iv) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Trust, Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the The Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy hereto to be attached to each counterpart of this Agreement as Schedule B and to the Amendment; Trust, Pooling and Servicing Agreement as Exhibit B; (3ii) The Trust, Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; ; (4iii) A certificate of an officer of the Mortgage Loan Seller Seller, dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; ; (5iv) One or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each the Rating Agency; Agencies; (6v) Letters from one or more acceptable certified public accounting firms shall have been received by the Seller, regarding the matters set forth in Section 12 hereof; (vi) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and and (7vii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each of the Rating Agency Agencies for the Certificates. (iii3) The Certificates to be sold to Bear Xxxxxxx the Underwriters pursuant to the Underwriting Agreement and to the Initial Purchaser pursuant to the Purchase Agreement shall have been issued and sold to Bear Xxxxxxxthe Underwriters and the Initial Purchaser, respectively. (iv4) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2i) The Trust, Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; ; (3ii) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Trust, Pooling and Servicing Agreement, together with copies of the Purchaser’s 's articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; ; (4iii) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; ; and (5iv) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each of the Rating Agency Agencies for the Certificates;.

Conditions to Closing. (a) The obligations of City’s obligation to proceed with the Purchaser under this Agreement will be Closing is subject to the satisfaction, on or prior to the Closing Date, Applicant’s fulfillment of each of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed conditions at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the Closing: a. All representations and warranties of the Mortgage Loan Seller under this Agreement Applicant shall be true and correct as of the date or dates specified in all material respects; and no event Closing. b. The Applicant shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable delivered to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereofCity: (1) If required pursuant to Section 3 hereof, the Amendment dated as Evidence of Good Standing of the Closing Date and any documents referred to therein;Applicant from the Nebraska Secretary of State. (2) If required pursuant to Section 3 hereof, A copy of the Final Mortgage Loan Schedule containing current and correct Certificate of Organization and Operating Agreement of the information set forth on Exhibit 2 hereto, one copy Applicant certified by the members (the “Members”) to be attached to each counterpart of the Amendmentcorrect; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the Certified resolutions of the Mortgage Loan Seller Members authorizing the transactions contemplated by this Agreement, together with copies of the charter Agreement and by-laws of the Mortgage Loan Seller;providing for signature authority. (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary c. In order to secure the intended ratings from each Rating Agency for Loan and the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant Repayment, the Applicant shall have delivered to the Underwriting Agreement and City the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereoffollowing: (1) If required pursuant to Section 3 hereof, A guaranty (the Amendment dated as “Guaranty”) of Xxxxxxxx and Xxxxx Xxxxxxxx. The Guaranty shall be in the form of the Closing Date and any documents referred to therein;attached “Exhibit B”. (2) The Pooling and Servicing AgreementA Security Agreement covering the Applicant’s inventory, in form and substance reasonably satisfactory to the Mortgage Loan Sellerequipment, accounts, and all documents required thereby duly executed by all signatories;general intangibles. The Security Agreement shall be in the form of the attached “Exhibit C”. (3) A certificate Deed of an officer Trust on Lots 1 and 2, Block 7, Laucomer Addition to the City of Scottsbluff, Scotts Bluff County, Nebraska, executed by the owner thereof. The Deed of Trust shall be in the form of attached “Exhibit D.” d. The Applicant shall in all material respects have performed its obligations, agreements, and covenants contained in this Agreement to be performed by them, on, or before the Closing. e. The Applicant shall have received a commitment for and closed on a loan from Platt Valley Bank in the amount of at least $350,000, and the loan proceeds have been dispersed to the Applicant or made available to the applicant by Platte Valley Bank. f. There shall have been no material adverse change in the operation or financial status of the Purchaser dated as Applicant and the Closing shall constitute the Applicant’s representations that there has been no such material adverse change. g. In requesting the disbursement of the Closing DateLoan, in a form reasonably acceptable the Applicant is considered to have represented that the Mortgage Loan Seller, above conditions have been satisfied and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as are continuing to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;satisfied.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Subsequent Transfer Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Subsequent Transfer Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinMortgage Loan Schedule; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (43) A a certificate of an officer of the Mortgage Loan Seller dated as of the Closing Subsequent Transfer Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan SellerSeller and evidence as to the good standing of the Mortgage Loan Seller dated as of a recent date; (54) One one or more opinions of counsel from the Mortgage Loan Seller’s 's counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (65) A a letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (76) Such such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx Stearns pursuant to the Underwriting Agreement and the Purchase Agreement Agreement, if applicable, shall have been issued and sold to Bear XxxxxxxStearns. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Subsequent Transfer Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Subsequent Transfer Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Subsequent Transfer Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Subsequent Transfer Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions written consent of the shareholder of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s 's articles of incorporation, bylaws and evidence as to the good standing of the Purchaser dated as of a recent date; (42) One or more opinions of counsel from the Purchaser’s 's counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller;; and (53) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) a. The obligations of the Purchaser under this Agreement will be subject Buyer to the satisfaction, on or prior to proceed with the Closing Date, of the following conditions: (i) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true conditioned upon the following, which shall be completed to the reasonable satisfaction of Buyer unless otherwise waived by Seller and correct as Buyer: i. There shall not be in effect any order by any court or governmental body of competent jurisdiction or other governmental litigation or investigation (or written communications threatening the same) challenging the validity or restraining, enjoining or otherwise prohibiting the consummation of the date or dates specified in all material respects; and no event Sale; ii. The Bankruptcy Court shall have occurred which, entered an order approving the Sale in accordance with notice or the passage of time, would constitute a default under this Agreement, free and clear of all liens, judgments, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates encumbrances of any kind or nature pursuant to that effect signed by authorized officers section 363 of the Mortgage Loan Seller. Bankruptcy Code (ii) The Purchaser shall have received all and any other provisions of the following closing documentsBankruptcy Code deemed applicable by the Bankruptcy Court) (the “Approval Order”) that provides that for so long as Buyer is a potential source of funding for any Allowed Administrative Claim, then Buyer has standing to object to any Administrative Claim Request, and is otherwise in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in a form and substance reasonably satisfactory acceptable to Buyer, and the Approval Order shall have become a final order and not be subject to stay or appeal on or before March 3, 2022; and iii. The Bankruptcy Case has not been dismissed or converted to a case under any other chapter of the Bankruptcy Code. b. The obligations of Buyer to proceed with the Closing under this Agreement shall be conditioned upon the following, which shall be completed to the Trustee and reasonable satisfaction of Buyer unless otherwise waived Buyer: i. As of the PurchaserClosing Date, and all documents required thereby duly executed by all signatoriesthere shall have been no material adverse change in the Derivative Claims or the value of the Derivative Claims; ii. Seller has provided such information in its possession related to the Derivative Claims, on terms and conditions reasonably acceptable to Buyer and Seller; iii. Seller represents in writing (4email is sufficient) A certificate that Seller is current on all Bankruptcy Fees; and iv. Seller shall have executed and delivered to Buyer a Bill of an officer of the Mortgage Loan Seller Sale, dated as of the Closing Date, in a the form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions hereto as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Exhibit A.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Subsequent Transfer Date, of the following conditions: (ib) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Subsequent Transfer Date pursuant to the terms of this Agreement and the Mortgage Loan Purchase Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the of the Mortgage Loan Seller. (iic) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Subsequent Transfer Date and any documents referred to therein; (2ii) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3iii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4iv) A certificate of an officer of the The Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Purchase Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agencyall documents required thereby duly executed by all signatories; (6v) A letter from each An initial Certification of the Rating Agencies giving each Class Custodian substantially in the form of Certificates set forth on Schedule A Exhibit One to the rating set forth on Schedule ACustodial Agreement; and (7vi) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iiid) The Certificates to be sold to Bear Xxxxxxx pursuant Each of the conditions set forth in Section 2.07 of the Pooling and Servicing Agreement have been satisfied on or prior to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxxrelated Subsequent Transfer Date. (ive) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (bf) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Subsequent Transfer Date, of the following conditions: (i1) The obligations of the Purchaser required to be performed by it on or prior to the Closing Subsequent Transfer Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Subsequent Transfer Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement or the Pooling and Servicing Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii2) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Subsequent Transfer Date and any documents referred to therein; (2ii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to EMC and the Mortgage Loan SellerTrustee, and all documents required thereby duly executed by all signatories; (3iii) A certificate of an officer An Initial Certification of the Purchaser dated as Custodian substantially in the form of the Closing Date, in a form reasonably acceptable Exhibit One to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Custodial Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date;; and (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5iv) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on At or prior to the Closing DateClosing, Borrower shall deliver or cause to be delivered to Lender each of the following Loan Documents, duly authorized, executed and in form and substance satisfactory to Lender, and shall satisfy or cause to be satisfied in a manner acceptable to Lender each of the following conditions: (ia) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms Execution and delivery of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinBorrower; (2b) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart Execution and delivery of the AmendmentNote by Borrower; (3c) The Pooling Execution and Servicing Agreementdelivery of the Pledge Agreement by Borrower; (d) Delivery of the original certificate evidencing the ownership by Borrower of the Bank Shares Collateral and a stock power endorsed by Borrower in blank; (e) Execution and delivery of a certificate signed by an Authorized Representative of Borrower certifying that attached thereto are accurate and complete copies of resolutions of the Board of Directors of Borrower authorizing the execution and delivery of this Agreement and the other Loan Documents, and the Organizational Documents presently in effect of Borrower and Bank and confirming the incumbency and signature of the individual executing the Loan Documents on behalf of Borrower; (f) Delivery of an opinion of counsel to Borrower in form and substance reasonably satisfactory to the Trustee Lender and the Purchaser, and all documents required thereby duly executed by all signatoriesits counsel; (4g) A certificate Receipt by Lender of an officer payment in full of any and all fees and expenses due at Closing pursuant to Section 4.2 hereof, including without limitation the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan SellerOrigination Fee; (5h) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each Borrower shall have complied with all of the Rating Agencies giving each Class terms and conditions of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed or complied with by it on or Borrower prior to or at the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of Closing; the representations and warranties of the Purchaser under this Agreement contained in Section 5 hereof shall be true and correct in all material respects as of such date (except to the date hereof and as extent any of the Closing Date, same is already qualified with respect to materiality in which event such representation or warranty will be correct in all respects); and no condition or event shall have occurred which would constitute a breach by it of at the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as time of the Closing Date and any documents referred to therein;constitute a Default Condition or an Event of Default; and (2i) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed Receipt by all signatories; (3) A certificate Lender of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such such other documents, instruments or certificates (including additional representations and warranties) and opinions as which Lender, in its reasonable discretion, may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;require.

Conditions to Closing. This Agreement shall become effective on and as of the first date on which all of the following conditions precedent shall have been satisfied or waived by the Administrative Agent and the Lenders: (a) The obligations Administrative Agent's receipt of the Purchaser under this Agreement will following, each of which shall be subject to the satisfactionoriginals or facsimiles (followed promptly by originals) unless otherwise specified, on or prior to the Closing Date, each properly executed by a Responsible Officer of the following conditions: (i) Each of the obligations of the Mortgage signing Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed Party, and complied with in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the PurchaserAdministrative Agent, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations Lenders and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditionstheir respective legal counsel: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms counterparts of this Agreement, sufficient in number for distribution to the Administrative Agent, each Lender and the Mortgage Borrower, duly executed by the appropriate Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser.Parties; (ii) The Mortgage a copy of the Interim Order certified by the clerk of the Bankruptcy Court, which Interim Order shall be in the form attached to the Commitment Letter and shall not have been reversed, amended, supplemented, modified, stayed or vacated; (iii) a copy of the Bidding Procedures Order certified by the clerk of the Bankruptcy Court, which Bidding Procedures Order shall not have been reversed, amended, supplemented, modified, stayed or vacated; and (iv) a copy of the Investment Agreement certified as a true and correct copy thereof by a Responsible Officer of the Borrower; (b) Any fees required to be paid by any Loan Seller Party pursuant to any Loan Document, the Commitment Letter or any Order on or before the Closing Date shall have received copies of been paid; (c) The Borrower shall have paid all Attorney Costs of the following closing documents, in such forms as are agreed upon Administrative Agent and reasonably acceptable the Collateral Agent to the Mortgage extent invoiced prior to or on the Closing Date; (d) The Administrative Agent shall be satisfied that the debtor-in-possession credit facility provided for by the Existing DIP Credit Agreement has been terminated, all obligations of the Loan Seller, duly executed by all signatories Parties under the Existing DIP Credit Agreement have been repaid in full (other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1contingent indemnity obligations) If required pursuant to Section 3 hereof, the Amendment dated as of or will be repaid in full on the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreementall Liens granted under or in connection with the Existing DIP Credit Agreement have been terminated, in form and substance reasonably each case on terms that are satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories;Administrative Agent; and (3e) A certificate of an officer of The Existing Interim Order shall have been superceded and replaced by the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Interim Order.

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will be subject to the satisfaction, on or prior to the Closing Subsequent Transfer Date, of the following conditions: (i1) Each of the obligations of the each Mortgage Loan Seller required to be performed at or prior to the Closing Subsequent Transfer Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the representations and warranties of the each Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, Agreement or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of each of the Mortgage Loan SellerSellers. (ii2) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) Purchaser as required pursuant to the respective terms thereof: (1i) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Subsequent Transfer Date and any documents referred to therein; (2ii) If required pursuant to Section 3 hereof, the Final Subsequent Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3iii) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4iv) A certificate of an officer of the Mortgage Loan Seller EMC dated as of the Closing Subsequent Transfer Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller EMC authorizing the transactions contemplated by this Agreement, together with copies of the charter and articles of incorporation, by-laws and certificate of the Mortgage Loan Sellergood standing of EMC; (5v) A certificate of an officer of Master Funding dated as of the Subsequent Transfer Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of Master Funding authorizing the transactions contemplated by this Agreement, together with copies of the written consent of the sole member, limited liability company agreement and certificate of good standing of Master Funding; (vi) One or more opinions of counsel from the Mortgage Loan Seller’s Sellers’ counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6vii) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A hereto the rating set forth on Schedule Atherein; and (7viii) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;

Conditions to Closing. (a) 5.1 Conditions to the Trustee Is Obligation at ------------------------------------------ Closing. The obligations of the Purchaser under this Agreement will be Trustee hereunder are subject to ------- the satisfaction, on fulfillment at or prior to before the Closing Date, of each of the following conditions: (ia) Each of the obligations of the Mortgage Loan Seller required to be performed at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects; all of the The representations and warranties of the Mortgage Loan Seller under this Agreement contained in Section 3 hereof shall be true on and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereofand, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 heretoTrustee shall have been furnished with a certificate, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in to such effect, signed by an authorized officer of UAL. (b) The Trustee shall have received a form reasonably acceptable cash contribution to the Purchaser, and attached thereto Plan at least equal to the resolutions Cash Amount. (c) No order of the Mortgage Loan Seller authorizing any court or administrative agency shall be in effect which restrains or prohibits the transactions contemplated by this Agreement, together with copies and no suit, action or other proceedings by any governmental body or other person shall have been instituted which questions the validity or legality of the charter and by-laws transactions contemplated by this Agreement which suit, action or proceeding the Trustee reasonably determines, upon advice of counsel, is more likely than not to successfully challenge the validity or legality of the Mortgage Loan Seller; (5) One transactions contemplated by this Agreement or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise result in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificatesa Material Adverse Effect. (iiid) The Certificates to be sold to Bear Xxxxxxx pursuant to Neither the Underwriting Agreement and the Purchase Agreement Trustee nor UAL shall have been issued and sold to Bear Xxxxxxxdetermined in good faith that the purchase of the Shares would result in a "prohibited transaction" under ERISA or otherwise violate the provisions of applicable law. (ive) The Mortgage Loan Seller Trustee shall have furnished received UAL's most recent annual report on form 10-K and any subsequently filed Quarterly Reports on Form 10-Q. (f) The Trustee shall have received from Xxxxxxxxxxx & Xxxxxxxx, counsel to the Purchaser such other certificates Trustee, an opinion in substantially the form set forth in Schedule 5.1(f) hereto. (g) The Trustee shall have received from Xxxxxxxxx X. Xxxxx, Vice President-Law and Corporate Secretary, the opinion in substantially the form set forth in Schedule 5.1(g) hereto. (h) The Trustee shall have received an opinion of its officers financial advisor, in substantially the form set forth in Schedule 5.1(h) hereto. (i) The Trustee shall have made a good faith determination that the purchase of the Shares contemplated hereunder and the consummation of all other transactions contemplated by the Agreement are prudent and in the best interests of the Plan participants. In the event the Trustee is unable to consummate the purchase of the Shares described in Section 1 hereof at the Purchase Price by reason of the failure of one or others and such other documents and opinions of counsel to evidence fulfillment more of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which would constitute a breach by it of the terms of this Agreement, and the Mortgage Loan Seller shall have received a certificate to that effect signed by an authorized officer of the Purchaser. (ii) The Mortgage Loan Seller shall have received copies of all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Mortgage Loan Seller, and all documents required thereby duly executed by all signatories; (3) A certificate of an officer of the Purchaser dated as of the Closing Date, in a form reasonably acceptable to the Mortgage Loan Seller, and attached thereto the resolutions of the Purchaser authorizing the transactions contemplated by this Agreement and the Pooling and Servicing Agreement, together with copies of the Purchaser’s articles of incorporation, and evidence as to the good standing of the Purchaser dated as of a recent date; (4) One or more opinions of counsel from the Purchaser’s counsel in form and substance reasonably satisfactory to the Mortgage Loan Seller; (5) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;Sections 5.1(d),

Conditions to Closing. (a) The obligations of the Purchaser under this Agreement will to purchase the Mortgage Loans shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (ia) Each of the obligations of the Mortgage Loan Seller and SMC 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 in all material respects; all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct as of the date or dates specified in all material respects; and no event shall have occurred which, with notice or the passage of time, would constitute a default under this Agreement, or the Pooling and Servicing Agreement; and the Purchaser shall have received certificates to that effect signed by authorized officers of the Mortgage Loan Seller. (ii) The Purchaser shall have received all of the following closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser, duly executed by all signatories (other than the Purchaser) as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to therein; (2) If required pursuant to Section 3 hereof, the Final Mortgage Loan Schedule containing the information set forth on Exhibit 2 hereto, one copy to be attached to each counterpart of the Amendment; (3) The Pooling and Servicing Agreement, in form and substance reasonably satisfactory to the Trustee and the Purchaser, and all documents required thereby duly executed by all signatories; (4) A certificate of an officer of the Mortgage Loan Seller dated as of the Closing Date, in a form reasonably acceptable to the Purchaser, and attached thereto the resolutions of the Mortgage Loan Seller authorizing the transactions contemplated by this Agreement, together with copies of the charter and by-laws of the Mortgage Loan Seller; (5) One or more opinions of counsel from the Mortgage Loan Seller’s counsel otherwise in form and substance reasonably satisfactory to the Purchaser, the Trustee and each Rating Agency; (6) A letter from each of the Rating Agencies giving each Class of Certificates set forth on Schedule A the rating set forth on Schedule A; and (7) Such other documents, certificates (including additional representations and warranties) and opinions as may be reasonably necessary to secure the intended ratings from each Rating Agency for the Certificates. (iii) The Certificates to be sold to Bear Xxxxxxx pursuant to the Underwriting Agreement and the Purchase Agreement shall have been issued and sold to Bear Xxxxxxx. (iv) The Mortgage Loan Seller shall have furnished to the Purchaser such other certificates of its officers or others and such other documents and opinions of counsel to evidence fulfillment of the conditions set forth in this Agreement and the transactions contemplated hereby as the Purchaser and its counsel may reasonably request. (b) The obligations of the Mortgage Loan Seller under this Agreement shall be subject to the satisfaction, on or prior to the Closing Date, of the following conditions: (i) The obligations of the Purchaser required to be performed by it on or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with in all material respects, and all of the representations and warranties of the Purchaser Seller under this Agreement shall be true and correct in all material respects as of the date hereof and as of the Closing Date, and no event shall have occurred which as of the Closing Date which, with notice or passage of time, would constitute a breach by it of the terms of default under this Agreement, and the Mortgage Loan Seller Purchaser shall have received a certificate to that the foregoing effect signed by an authorized officer of the Purchaser.Seller substantially in the form of Exhibit E. (b) The Purchaser shall have received the following additional closing documents: (i) copies of the Seller’s and SMC’s respective certificates of formation and by-laws, certified as of a recent date by the Secretary or Assistant Secretary of the Seller; (ii) The Mortgage Loan Seller shall have received copies a copy of all a certificate of good standing of the following closing documents, in such forms as are agreed upon Seller and reasonably acceptable SMC issued by the Secretary of State of the State of Delaware dated not earlier than sixty (60) days prior to the Mortgage Loan Seller, duly executed by all signatories other than the Mortgage Loan Seller as required pursuant to the respective terms thereof: (1) If required pursuant to Section 3 hereof, the Amendment dated as of the Closing Date and any documents referred to thereinDate; (2iii) The Pooling an opinion of counsel of the Seller and Servicing AgreementSMC, in form and substance reasonably satisfactory to the Mortgage Purchaser and its counsel, substantially to the effect that, with respect to each of the Seller and SMC (each, a “Loan SellerSeller Party”): (A) each Loan Seller Party is a limited liability company duly organized, validly existing and all documents required thereby duly executed by all signatoriesin good standing under the laws of the State of Delaware; (3B) A certificate each Loan Seller Party has the power to perform its obligations under this Agreement and the Indemnification Agreement; (C) all necessary action has been taken by each Loan Seller Party to authorize the execution, delivery and performance of an officer this Agreement and the Indemnification Agreement by each Loan Seller Party and this Agreement is a legal, valid and binding agreement of the Purchaser dated as Seller enforceable against each Loan Seller Party, whether such enforcement is sought in a procedure at law or in equity, except to the extent such enforcement may be limited by bankruptcy or other similar creditors’ laws or principles of equity and public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the Closing Date, in a form reasonably acceptable provisions of the Agreement which purport to the Mortgage provide indemnification with respect to securities law violations; (D) each Loan SellerSeller Party’s execution and delivery of, and attached thereto each Loan Seller Party’s performance of its obligations under, each of this Agreement and the resolutions Indemnification Agreement do not and will not conflict with each Loan Seller Party’s organizational documents or conflict with or result in the breach of any of the Purchaser authorizing terms or provisions of, or constitute a default under, any indenture, mortgage, deed of trust, loan agreement or other material agreement or instrument to which each Loan Seller Party is a party or by which each Loan Seller Party is bound, or to which any of its property or assets is subject or violate any provisions of law or conflict with or result in the breach of any order of any court or any governmental body binding on each Loan Seller Party; (E) there is no litigation, arbitration or mediation pending before any court, arbitrator, mediator or administrative body, or to such counsel’s actual knowledge, threatened, against a Loan Seller Party which (i) questions, directly or indirectly, the validity or enforceability of this Agreement or the Indemnification Agreement or (ii) would, if decided adversely to such party, either individually or in the aggregate, reasonably be expected to have a material adverse effect on the ability of the Loan Seller Party to perform its obligations under this Agreement or the Indemnification Agreement; and (F) no consent, approval, authorization, order, license, registration or qualification of or with any federal court or governmental agency or body is required for the consummation by any Loan Seller Party of the transactions contemplated by this Agreement and the Pooling and Servicing Indemnification Agreement, together with copies except such consents, approvals, authorizations, orders, licenses, registrations or qualifications as have been obtained; and (iv) a letter from counsel of the Purchaser’s articles of incorporation, and evidence as Seller substantially to the good standing effect that (A) nothing has come to such counsel’s attention that would lead such counsel to believe that the Preliminary Prospectus or Preliminary Private Placement Memorandum as of the Purchaser dated Time of Sale, or the Prospectus or Final Private Placement Memorandum as of the date thereof or as of the Closing Date, contained or contains, with respect to the Seller or the Mortgage Loans, any untrue statement of a recent date;material fact or omits to state a material fact necessary in order to make the statements therein relating to the 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 Seller, the Mortgage Loans, the related borrowers and the related Mortgaged Properties, the Prospectus is appropriately responsive in all material respects to the applicable requirements of Regulation AB. All terms used in this clause (iv) and not otherwise defined herein shall have the meaning set forth in the Indemnification Agreement. (4c) One or more opinions of counsel from the Purchaser’s counsel in form The Certificates shall have been concurrently issued and substance reasonably satisfactory sold pursuant to the Mortgage Loan Seller;terms of the Certificate Purchase Agreement and the Underwriting Agreement. (5d) Such The Seller and SMC shall have executed and delivered concurrently herewith the Indemnification Agreement. (e) The Seller and SMC shall furnish the Purchaser with such other documents, certificates (including additional representations of its officers or others and warranties) such other documents and opinions to evidence fulfillment of the conditions set forth in this Agreement as the Purchaser and its counsel may be reasonably necessary to secure the intended rating from each Rating Agency for the Certificates;request.