Common use of Conveyance of the Mortgage Loan Clause in Contracts

Conveyance of the Mortgage Loan. (a) Effective as of the Closing Date, subject only to receipt of the purchase price referred to in Section 1 hereof and the other conditions to the Mortgage Loan Seller’s and Liberty Island Group’s obligations set forth herein, the Mortgage Loan Seller does hereby sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, all of the right, title and interest of the Mortgage Loan Seller in, to and under the Mortgage Loan and all documents included in the related Mortgage File and Servicing File. Such assignment includes all scheduled payments of principal and interest under and proceeds of the Mortgage Loan received after its respective Cut-off Date (other than scheduled payments of interest and principal due on or before its respective Cut-off Date, which shall belong and be promptly remitted to the Mortgage Loan Seller) together with all documents delivered or caused to be delivered hereunder with respect to such Mortgage Loan by the Mortgage Loan Seller (including all documents included in the related Mortgage File and Servicing File and any related Additional Collateral). The Purchaser shall be entitled to receive all scheduled payments of principal and interest due on the Mortgage Loan after its respective Cut-off Date, and all other recoveries of principal and interest collected thereon after its respective Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on or before its respective Cut-off Date and collected after such respective Cut-off Date or, in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date, in each case, which shall belong to the Mortgage Loan Seller). After the Mortgage Loan Seller’s transfer of the Mortgage Loan to the Purchaser, as provided herein, the Mortgage Loan Seller shall not take any action inconsistent with the Purchaser’s ownership of the Mortgage Loan. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Mortgage Loan Seller is expressly permitted to complete subsequent to the Closing Date, the Mortgage Loan Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loan by the Mortgage Loan Seller to the Purchaser. (b) The conveyance of the Mortgage Loan and the related rights and property accomplished hereby is intended by the parties hereto to constitute a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller’s right, title and interest in and to such Mortgage Loan and such other related rights and property by the Mortgage Loan Seller to the Purchaser. Furthermore, it is not intended that such conveyance be a pledge of security for a loan. If such conveyance is determined to be a pledge of security for a loan, however, then: (i) this Agreement shall constitute a security agreement under applicable law; (ii) the Mortgage Loan Seller shall be deemed to have granted to the Purchaser, and in any event, the Mortgage Loan Seller hereby grants to the Purchaser, a first priority security interest in all of the Mortgage Loan Seller’s right, title and interest, whether now owned or hereafter acquired, in and to (1) the Mortgage Loan, (2) all documents included in the related Mortgage File and Servicing File, (3) all scheduled payments of principal and interest due on the Mortgage Loan after its respective Cut-off Date, and (4) all other recoveries of principal and interest collected thereon after its respective Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on or before its respective Cut-off Date and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loan (if any), due on or prior to the related date of substitution and collected after such date); (iii) the assignment by the Purchaser to the Trustee of its interests in the Mortgage Loan as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Purchaser (or the Custodian) of the Mortgage Note with respect to the Mortgage Loan subject hereto from time to time and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law; and (v) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loan, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. (c) In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller, at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, (x) on or before the Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i) of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage File”) and (y) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each Mortgage Loan and any Additional Collateral (other than Reserve Funds and originals of Letters of Credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. Notwithstanding the preceding sentence, if the Mortgage Loan Seller cannot or does not so deliver, or cause to be delivered, as to any Mortgage Loan: (i) the original or a copy of any of the documents and/or instruments referred to in clauses (ii), (iii), (vii) and (ix)(A) of the definition of “Mortgage File”, with evidence of recording or filing (if applicable, and as the case may be) thereon, solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation or filing, as the case may be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller or title agent as being a copy of the document deposited for recording or filing (and, in the case of such clause (ii), accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent to the effect that such original Mortgage has been sent to the appropriate public recording official for recordation), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File; or (ii) the original of any of the documents and/or instruments referred to in clauses (iv) and (ix)(B) of the definition of “Mortgage File”, because such document or instrument has been delivered for recording or filing, as the case may be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller, a title agent or a recording or filing agent as being a copy of the document deposited for recording or filing and accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent that such document or instrument has been (or, in accordance with Section 2(d) of this Agreement, will be) sent to the appropriate public recording official for recordation (except that such copy and certification shall not be required if the Custodian is responsible for recordation of such document or instrument under the Pooling and Servicing Agreement and the Mortgage Loan Seller has delivered the original unrecorded document or instrument to the Custodian on or before the date that is 45 days following the Closing Date), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File; provided, however, that in each case the Mortgage Loan Seller shall nonetheless (1) from time to time make or cause to be made reasonably diligent efforts to obtain such document or instrument (with such evidence) if it is not returned within a reasonable period after the date when it was transmitted for recording and (2) deliver such document or instrument to the Custodian (if such document or instrument is not otherwise returned to the Custodian) promptly upon the Mortgage Loan Seller’s receipt thereof. In addition, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date) under which any Additional Collateral is in the form of a Letter of Credit as of the Closing Date, the Mortgage Loan Seller shall cause to be prepared, executed and delivered to the issuer of each such Letter of Credit such notices, assignments and acknowledgments as are required under such Letter of Credit to assign, without recourse, to the Trustee the Mortgage Loan Seller’s rights as the beneficiary thereof and drawing party thereunder. Furthermore, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date), if any, as to which there exists a secured creditor impaired property insurance policy or pollution limited liability environmental impairment policy covering the related Mortgaged Property, the Mortgage Loan Seller shall cause such policy, within a reasonable period following the Closing Date, to inure to the benefit of the Trustee for the benefit of the Certificateholders (if and to the extent that it does not by its terms automatically inure to the holder of such Mortgage Loan). For purposes of this Section 2(c), the relevant definition of “Mortgage File” shall be the definition of such term set forth in the Pooling and Servicing Agreement as in full force and effect on the Closing Date. (d) Except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, as soon as reasonably possible, and in any event within 45 days after the later of (i) the Closing Date (or in the case of a Replacement Mortgage Loan substituted as contemplated by

Conveyance of the Mortgage Loan. (a) Effective The Depositor created the Trust on the Initial Closing Date pursuant to the Initial Trust Agreement, and appointed LaSalle, to act as initial trustee of the Trust, for the benefit of the Securityholders, and BNY, to act as initial servicer thereunder. (b) On the Initial Closing Date, subject only to receipt of the purchase price referred to in Section 1 hereof Depositor sold, assigned, transferred and the other conditions otherwise conveyed to the Mortgage Loan Seller’s and Liberty Island Group’s obligations set forth herein, the Mortgage Loan Seller does hereby sell, assign, transfer, set over and otherwise convey to the PurchaserTrustee, without recourse, representation or warranty, other than as set forth hereinfor the benefit of the Securityholders, all of the right, title and interest of the Mortgage Loan Seller Depositor in, to and under (i) the Mortgage Loan, including any Mortgage Loan and Increases whenever occurring, all documents included in the related Mortgage File and Servicing File. Such assignment includes all scheduled payments of principal and interest under and proceeds of the Mortgage Loan received after its respective Cut-off Date (other than scheduled payments of interest and principal due on or before its respective Cut-off the Initial Closing Date, which shall belong and be promptly remitted including the proceeds of any title, hazard or other Insurance Policies related to the Mortgage Loan SellerLoan; (ii) together with all documents delivered or caused to be delivered hereunder with respect to such Mortgage Loan by Documents existing on and after the Mortgage Loan Seller (including Initial Closing Date and all documents included in the related Mortgage File and Servicing File and from time to time; (iii) any related Additional Collateral). The Purchaser shall be entitled to receive all scheduled payments REO Property acquired in respect of principal and interest due on the Mortgage Loan after its respective Cut-off DateLoan; (iv) such funds or assets as from time to time are deposited in the Collection Account, the Distribution Account, and, if established, the REO Account; and (v) all other recoveries of principal and interest collected thereon after its respective Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on assets included or before its respective Cut-off Date and collected after such respective Cut-off Date or, to be included in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date, in each case, which shall belong to the Mortgage Loan Seller)Trust Fund. After the Mortgage Loan SellerDepositor’s transfer of the Mortgage Loan to the Purchaser, as provided hereinTrustee on the Initial Closing Date, the Mortgage Loan Seller shall Depositor agreed not to take any action inconsistent with the PurchaserTrust’s ownership of the Mortgage Loan. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Mortgage Loan Seller is expressly permitted to complete subsequent to the Closing Date, the Mortgage Loan Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loan by the Mortgage Loan Seller to the Purchaser. (bc) The Depositor’s conveyance of the Mortgage Loan and the related rights and property accomplished hereby is on the Initial Closing Date was absolute and was intended by the parties hereto to the Initial Trust Agreement to constitute a sale by an absolute transfer of the Mortgage Loan Seller of all the Mortgage Loan Seller’s right, title and interest in and to such Mortgage Loan and such other related rights and property by the Mortgage Loan Seller Depositor to LaSalle, as the Purchaser. Furthermoreinitial trustee, it is for the benefit of the Securityholders of the 2007 Securities and was not intended that such conveyance be a pledge of security for a loan. If such conveyance is was determined to be a pledge of security for a loan, however, then: (i) this the parties to the Initial Loan Agreement shall constitute a security agreement under applicable law; (ii) intended that the Mortgage Loan Seller shall rights and obligations of the parties to such loan be deemed established pursuant to have the terms of the Initial Trust Agreement. To further protect LaSalle’s interest, as the initial trustee, the Depositor granted to LaSalle, in its capacity as trustee, for the Purchaser, and in any event, benefit of the Mortgage Loan Seller hereby grants to Securityholders of the Purchaser2007 Securities, a first priority security interest in all of the Mortgage Loan SellerDepositor’s right, title and interest, whether now owned or hereafter acquired, interest in and to the assets described in Section 2.01(b) and any and all proceeds thereof. In connection therewith, the parties to the Initial Loan Agreement agreed that (1i) the Mortgage LoanInitial Loan Agreement constituted a security agreement under applicable law, (2) all documents included in the related Mortgage File and Servicing File, (3) all scheduled payments of principal and interest due on the Mortgage Loan after its respective Cut-off Date, and (4) all other recoveries of principal and interest collected thereon after its respective Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on or before its respective Cut-off Date and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loan (if any), due on or prior to the related date of substitution and collected after such date); (iii) the assignment by the Purchaser to the Trustee of its interests in the Mortgage Loan as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (ivii) the possession by the Purchaser (LaSalle or the Custodian) its agent of the Mortgage Note Notes relating to the 2007 Securities with respect to the Mortgage Loan subject hereto thereto from time to time and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be was deemed to be “possession by the secured party” or possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law; , and (viii) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be was deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities financial intermediaries, bailees or agents (as applicable) of the Purchaser LaSalle for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller Depositor filed a Form UCC-1 financing statement in the State of Delaware following the initial issuance of the 2007 Securities, and LaSalle agreed to prepare, execute and file, at the Purchaser shallexpense of the Depositor, at each such office, continuation statements with respect thereto, in each case within six months prior to the extent consistent fifth anniversary of the immediately preceding filing. The Depositor agreed to cooperate in a reasonable manner with this Agreement, take LaSalle in preparing and filing such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loan, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreementcontinuation statements. (cd) In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) aboveissuance of any Series, the Mortgage Loan Seller, at its expense, Depositor shall deliver to and deposit with, or cause to be delivered to and deposited with, the CustodianTrust or a Custodian appointed thereby (with a copy to the Servicer), (x) the Mortgage File related to such Mortgage Loan Increase, on or before the applicable Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i) ; provided that if any of the definition of “Mortgage File” (or, alternatively, if following items are not in the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) actual possession of the definition of “Mortgage File”) and (y) on or before the date that is 45 Depositor, as soon as reasonably practical, but in any event within 180 days following after the Closing Date, the remainder of the Mortgage File for each Mortgage Loan and any Additional Collateral (other than Reserve Funds and originals of Letters of Credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. Notwithstanding the preceding sentence, if the Mortgage Loan Seller cannot or does not so deliver, or cause to be delivered, as to any Mortgage Loan: : (i) the original or a copy of any of documents with respect to such Mortgage Loan Increase required for the documents and/or instruments referred to in clauses Mortgage File; and (ii), (iii), (vii) and (ix)(A) originals or copies of the definition of “Mortgage File”, with evidence of recording or filing (if applicable, and as the case may be) thereon, solely because of a delay caused by the public recording or filing office where such document or instrument has been all other documents delivered for recordation or filing, as the case may be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller or title agent as being a copy of the document deposited for recording or filing (and, in the case of such clause (ii), accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent to the effect that such original Mortgage has been sent to the appropriate public recording official for recordation), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied . (e) As soon as to such missing itemreasonably practicable, and such missing item shall be deemed to have been included in any event within 90 days after the related Mortgage File; or later of (i) the Closing Date and (ii) the original of date on which all recording information necessary to complete the subject document is received by the Trustee or any of Custodian appointed thereby, the documents and/or instruments referred Depositor is hereby authorized and shall complete (to in clauses (ivthe extent necessary) and (ix)(B) of the definition of “Mortgage File”, because such document or instrument has been delivered cause to be submitted for recording or filing, as the case may be, then, so long as a copy of such document or instrument, certified by in the Mortgage Loan Seller, a title agent or a recording or filing agent as being a copy appropriate office for real property records at the expense of the document deposited for recording or filing and accompanied by an Officer’s Certificate Depositor, as applicable, each assignment of Mortgage in favor of the Mortgage Loan Seller or a statement from the title agent that such document or instrument has been (or, in accordance with Section 2(d) of this Agreement, will be) sent Trustee to the appropriate public recording official for recordation (except that such copy and certification shall not be required if the Custodian is responsible for recordation of such document or instrument under the Pooling and Servicing Agreement and the Mortgage Loan Seller has delivered the original unrecorded document or instrument to the Custodian on or before the date that is 45 days following the Closing Date), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File. Each such assignment shall reflect that it should be returned by the public recording office to the Trustee or the applicable Custodian on its behalf following recording; provided, however, provided that in each case those instances where the Mortgage Loan Seller public recording office retains the original assignment of Mortgage, the Depositor shall nonetheless (1) from time to time make obtain or cause to be made reasonably diligent efforts to obtain obtained therefrom a certified copy of the recorded original. Upon receipt, Depositor shall promptly forward copies of such document recorded or instrument (with such evidence) if it is not returned within a reasonable period after the date when it was transmitted for recording and (2) deliver such document or instrument final documents to the Custodian (if Trustee and the Servicer. If any such document or instrument is not otherwise lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, and the Trustee or a Custodian on its behalf has actual knowledge thereof, the Trustee or Custodian on its behalf shall promptly notify the Depositor in writing. If the Depositor has actual knowledge of any such document or instrument lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Depositor shall prepare or cause to be prepared promptly, a substitute therefor or cure such defect, as the Custodian) promptly upon case may be, and thereafter the Mortgage Loan Seller’s receipt thereofDepositor shall cause the same to be duly recorded or filed, as appropriate. In addition, connection with respect to each Mortgage Loan (exclusive the issuance of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan Series, the Depositor shall deliver to, and deposit with, or cause to be delivered to and deposited with, the Servicer, on or before the applicable Closing Date (or, if any of the following items are not in the actual possession of the Depositor, as of soon as reasonably practical, but in any event within 90 days after the Closing Date): (i) under which any Additional Collateral is in the form of a Letter of Credit as copies of the Mortgage File; and (ii) originals or copies of all other documents delivered on the applicable Closing Date. The Servicer shall hold all such documents, records and funds on behalf of the Mortgage Loan Seller shall cause to be prepared, executed and delivered Trust (subject to the issuer of each such Letter of Credit such notices, assignments and acknowledgments as are required under such Letter of Credit to assign, without recourse, to the Trustee the Mortgage Loan Seller’s rights as the beneficiary thereof and drawing party thereunder. Furthermore, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date), if any, as to which there exists a secured creditor impaired property insurance policy or pollution limited liability environmental impairment policy covering the related Mortgaged Property, the Mortgage Loan Seller shall cause such policy, within a reasonable period following the Closing Date, to inure to the benefit of the Trustee applicable provisions hereof) in trust for the benefit of the Certificateholders (if and Securityholders. The Servicer shall not be liable to the extent that it does not by its terms automatically inure Trust or any parties hereto for the failure of the Depositor to deliver any of the holder of such Mortgage Loan). For purposes of this Section 2(c), the relevant definition of “Mortgage File” shall be the definition of such term set forth in the Pooling and Servicing Agreement as in full force and effect on the Closing Dateabove referenced documents. (df) Except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, as As soon as reasonably possiblepracticable, and in any event within 45 90 days after the later of (i) the addition of any Additional Sites or Additional Borrower Sites and (ii) the date on which all recording information necessary to complete the subject document is received by the Trustee or any Custodian appointed thereby, the Depositor is hereby authorized and shall complete (to the extent necessary) and cause to be submitted for recording or filing, as the case may be, in the appropriate office for real property records at the expense of the Borrowers, as applicable, each assignment of Mortgage in favor of the Trustee referred to in clause (l)(ii)(B) of the definition of “Mortgage File” that has been received by the Trustee or a Custodian on its behalf. Each such assignment shall reflect that it should be returned by the public recording office to the Trustee or the applicable Custodian on its behalf following recording; provided that in those instances where the public recording office retains the original assignment of Mortgage, the Depositor shall obtain or cause to be obtained therefrom a certified copy of the recorded original. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, and the Trustee or a Custodian on its behalf has actual knowledge thereof, the Trustee or Custodian on its behalf shall promptly notify the Depositor and the Borrowers in writing. If the Depositor has actual knowledge of any such document or instrument lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Depositor shall prepare or cause to be prepared promptly, a substitute therefor or cure such defect, as the case may be, and thereafter the Depositor shall cause the same to be duly recorded or filed, as appropriate. In connection with any Mortgage Loan Increase or the addition of any Additional Sites or Additional Borrower Sites, the Borrower shall have agreed in the related Loan Agreement Supplement that it will deliver to and deposit with, or cause to be delivered to and deposited with, the Servicer, on or before the Additional Closing Date or the date of such addition, as the case may be (or or, if any of the following items are not in the actual possession of the Borrower, as soon as reasonably practical, but in any event within 90 days after the Additional Closing Date or the date of such addition, as the case of a Replacement may be): (i) the documents with respect to such Mortgage Loan substituted as contemplated byIncrease or addition required for the Mortgage File; and (ii) copies of all other documents delivered at the Additional Closing. The Servicer shall hold all such documents, records and funds on behalf of the Trust (subject to the applicable provisions hereof) in trust for the benefit of the Securityholders. Subject to the Servicing Standard, the Servicer shall not be liable to the Trust or any parties hereto for the failure of any Borrower to deliver any of the above-referenced documents.

Conveyance of the Mortgage Loan. (a) Effective as of the Closing Date, subject only to receipt of the purchase price referred to in Section 1 hereof and satisfaction of the other conditions to the Mortgage Loan Seller’s and Liberty Island Group’s obligations set forth herein, the Mortgage Loan Seller does hereby sellwill transfer, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth hereinbut subject to the terms and conditions of this Agreement, all of the right, title and interest of the Mortgage Loan Seller in, in and to and under the Mortgage Loan and (other than the Servicing Rights), including without limitation all documents included in the related Mortgage File and Servicing File. Such assignment includes all scheduled payments of principal and interest under and proceeds of due on or with respect to the Mortgage Loan received after its respective Cut-off Date (other than scheduled payments of interest and principal due on or before its respective the Cut-off Date, which shall belong together with Citigroup's right, title and be promptly remitted interest in and to any related insurance policies and all other documents in the Mortgage Loan SellerFile. (b) together with all documents delivered or caused to be delivered hereunder with respect to such Mortgage Loan by the Mortgage Loan Seller (including all documents included in the related Mortgage File and Servicing File and any related Additional Collateral). The Purchaser shall be entitled to receive all scheduled payments of principal and interest due on the Mortgage Loan after its respective the Cut-off Date, and all other recoveries of principal and interest collected thereon after its respective the Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on or before its respective the Cut-off Date and collected after such respective the Cut-off Date or, in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date, in each caseDate, which shall belong and be promptly remitted to the Mortgage Loan Seller). After . (c) On or before the Mortgage Loan Seller’s transfer Closing Date or within the time periods specified in Section 2.01 of the Mortgage Loan Pooling and Servicing Agreement, the Seller shall deliver or cause to be delivered to the Purchaser or, if so directed by the Purchaser, as provided hereinto the Trustee or a custodian designated by the Trustee (a "Custodian"), the Mortgage Loan Seller shall not take any action inconsistent with documents, instruments and agreements required to be delivered by the Purchaser’s ownership Purchaser to the Trustee under Section 2.01 of the Mortgage Loan. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions meeting all the requirements of such Section 2.01, and such other documents, instruments and agreements as the Purchaser or the Trustee shall reasonably request; provided, however, that the Mortgage Loan Seller is expressly permitted to complete subsequent to the Closing Date, the Mortgage Loan Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer delivery of the Mortgage Loan File by the Mortgage Loan Seller to or BCRE shall satisfy the Purchaser. (b) The conveyance delivery requirements of the Mortgage Loan Seller under this Section 2 and the related rights and property accomplished hereby is intended by the parties hereto to constitute a sale by the Mortgage Loan Seller under Section 2.01 of all the Mortgage Loan Seller’s right, title and interest in and to such Mortgage Loan and such other related rights and property by the Mortgage Loan Seller to the Purchaser. Furthermore, it is not intended that such conveyance be a pledge of security for a loan. If such conveyance is determined to be a pledge of security for a loan, however, then: (i) this Agreement shall constitute a security agreement under applicable law; (ii) the Mortgage Loan Seller shall be deemed to have granted to the Purchaser, and in any event, the Mortgage Loan Seller hereby grants to the Purchaser, a first priority security interest in all of the Mortgage Loan Seller’s right, title and interest, whether now owned or hereafter acquired, in and to (1) the Mortgage Loan, (2) all documents included in the related Mortgage File and Servicing File, (3) all scheduled payments of principal and interest due on the Mortgage Loan after its respective Cut-off Date, and (4) all other recoveries of principal and interest collected thereon after its respective Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on or before its respective Cut-off Date and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loan (if any), due on or prior to the related date of substitution and collected after such date); (iii) the assignment by the Purchaser to the Trustee of its interests in the Mortgage Loan as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Purchaser (or the Custodian) of the Mortgage Note with respect to the Mortgage Loan subject hereto from time to time and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law; and (v) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loan, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. (cd) In connection with The Seller hereby represents that it has, on behalf of the Mortgage Loan Seller’s assignment pursuant to Section 2(a) abovePurchaser, the Mortgage Loan Seller, at its expense, shall deliver to and deposit with, delivered or cause caused to be delivered to and deposited with, the Custodian, (x) on or before Trustee the Mortgage File for the Mortgage Loan. If the Mortgage File is delivered prior to the Closing Date, then the Mortgage Note relating to each Mortgage Loan so assigned, endorsed File will be held by the Trustee in escrow at all times prior to the Trustee or Closing Date. The Mortgage File shall contain the documents set forth in blank as specified in clause (i) of the definition of “Mortgage File” File under the Pooling and Servicing Agreement. (or, alternatively, if e) If the Seller is unable to deliver or cause the delivery of the original executed Mortgage Note has been lostNote, a lost note affidavit and indemnity with it may deliver a copy of such Mortgage Note as specified in clause (i) of Note, together with a lost note affidavit, and indemnity, and shall thereby be deemed to have satisfied the definition of “Mortgage File”) and (y) on or before document delivery requirement. If the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each Mortgage Loan and any Additional Collateral (other than Reserve Funds and originals of Letters of Credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. Notwithstanding the preceding sentence, if the Mortgage Loan Seller cannot or does not so deliver, or cause to be delivered, as to any the Mortgage Loan: (i) , the original or a copy of any of the documents and/or instruments referred to in clauses (ii), (iii), (viivi), (viii) and (ix)(Ax) of the definition of “"Mortgage File”" in the Pooling and Servicing Agreement, with evidence of recording or filing (if applicable, and as the case may be) thereon, solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation or filing, as the case may be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller or title agent as being a copy of the document deposited for recording or filing (and, in the case of such clause (ii), accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent to the effect that such original Mortgage has been sent to the appropriate public recording official for recordation)filing, has been delivered delivered, and then subject to the Custodian on or before the date that is 45 days following the Closing Daterequirements of Section 4(d), the delivery requirements of this subsection Section 2(c) shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File; or (ii) . If the Seller cannot or does not so deliver, or cause to be delivered, as to the Mortgage Loan, the original of any of the documents and/or instruments referred to in clauses (iv) and (ix)(Bv) of the definition of “"Mortgage File”" in the Pooling and Servicing Agreement, because such document or instrument has been delivered for recording or filing, as the case may be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller, a title agent or a recording or filing agent as being a copy of the document deposited for recording or filing and accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent that such document or instrument has been (or, in accordance with then subject to Section 2(d) of this Agreement, will be) sent to the appropriate public recording official for recordation (except that such copy and certification shall not be required if the Custodian is responsible for recordation of such document or instrument under the Pooling and Servicing Agreement and the Mortgage Loan Seller has delivered the original unrecorded document or instrument to the Custodian on or before the date that is 45 days following the Closing Date4(d), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection Section 2(c) shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File. If the Seller cannot so deliver, or cause to be delivered, as to the Mortgage Loan, the Title Policy solely because such policy has not yet been issued, the delivery requirements of Section 2(c) shall be deemed to be satisfied as to such missing item, and such missing item shall be deemed to have been included in the Mortgage File, provided that the Seller, shall have delivered to the Trustee or a Custodian appointed thereby, on or before the Closing Date, a binding commitment for title insurance "marked-up" at the closing of the Mortgage Loan countersigned by the related title company or its authorized agent. (f) [Reserved]. (g) [Reserved]. (h) If and when the Seller is notified of or discovers any error in the Mortgage Loan Schedule attached to this Agreement as to which the Mortgage Loan is affected, the Seller shall promptly amend the Mortgage Loan Schedule and distribute such amended Mortgage Loan Schedule to the parties to the Pooling and Servicing Agreement; provided, however, that in each case the correction or amendment of the Mortgage Loan Seller Schedule by itself shall nonetheless (1) from time to time make or cause not be deemed to be made reasonably diligent efforts to obtain such document or instrument a cure of a Material Breach. (with such evidencei) if it is not returned within a reasonable period after Under generally accepted accounting principles ("GAAP") and for federal income tax purposes, the date when it was transmitted for recording and (2) deliver such document or instrument to Seller will report the Custodian (if such document or instrument is not otherwise returned to the Custodian) promptly upon transfer of the Mortgage Loan Seller’s receipt thereof. In addition, with respect to each Mortgage Loan (exclusive the Purchaser as a sale of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date) under which any Additional Collateral is in the form of a Letter of Credit as of the Closing Date, the Mortgage Loan to the Purchaser in exchange for the consideration referred to in Section 1 hereof. In connection with the foregoing, the Seller shall cause all of its records to be prepared, executed and delivered reflect such transfer as a sale (as opposed to the issuer of each such Letter of Credit such notices, assignments and acknowledgments as are required under such Letter of Credit to assign, without recourse, to the Trustee the Mortgage Loan Seller’s rights as the beneficiary thereof and drawing party thereunder. Furthermore, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date), if any, as to which there exists a secured creditor impaired property insurance policy or pollution limited liability environmental impairment policy covering the related Mortgaged Property, the Mortgage Loan Seller shall cause such policy, within a reasonable period following the Closing Date, to inure to the benefit of the Trustee for the benefit of the Certificateholders (if and to the extent that it does not by its terms automatically inure to the holder of such Mortgage Loanloan). For purposes of this Section 2(c), the relevant definition of “Mortgage File” shall be the definition of such term set forth in the Pooling and Servicing Agreement as in full force and effect on the Closing Date. (d) Except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, as soon as reasonably possible, and in any event within 45 days after the later of (i) the Closing Date (or in the case of a Replacement Mortgage Loan substituted as contemplated by

Conveyance of the Mortgage Loan. (a) Effective as of the Closing Date, subject only to receipt by the Mortgage Loan Seller of the purchase price referred to in Section 1 hereof and the other conditions to the Mortgage Loan Seller’s and Liberty Island Group’s obligations set forth herein(exclusive of any applicable holdback for transaction expenses), the Mortgage Loan Seller does hereby sell, transfer, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, all of the right, title and interest of the Mortgage Loan Seller in, to in and under the Mortgage Loan and all documents included in the related Mortgage File and Servicing File. Such assignment includes all scheduled payments of principal and interest under and proceeds of the Mortgage Loan received after its respective Cut-off Date (other than scheduled payments of interest and principal due on or before its respective Cut-off Date, which shall belong and be promptly remitted to the Mortgage Loan Seller) together with identified on the Mortgage Loan Schedule as of such date, including all documents delivered interest and principal received or caused to be delivered hereunder receivable by the Mortgage Loan Seller on or with respect to such Mortgage Loan by after the Cut-off Date, together with all of the Mortgage Loan Seller (including all documents included Seller's right, title and interest in and to the proceeds of any related Mortgage File and Servicing File title, hazard, or other insurance policies and any escrow, reserve or other comparable accounts related Additional Collateral)to the Mortgage Loan. The Purchaser shall be entitled to receive (and, to the extent received by or on behalf of the Mortgage Loan Seller, the Mortgage Loan Seller shall deliver or cause to be delivered to or at the direction of the Purchaser) all scheduled payments of principal and interest due on the Mortgage Loan after its respective the Cut-off Date, and all other recoveries of principal and interest collected thereon after its respective such Cut-off Date (other than Date. All scheduled payments of principal and interest due on the Mortgage Loan thereon on or before its respective the Cut-off Date for the Mortgage Loan and collected after such respective the Cut-off Date or, in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date, in each case, which shall belong to the Mortgage Loan Seller). After the Mortgage Loan Seller’s transfer of the Mortgage Loan to the Purchaser, as provided herein, the Mortgage Loan Seller shall not take any action inconsistent with the Purchaser’s ownership of the Mortgage Loan. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Mortgage Loan Seller is expressly permitted to complete subsequent to the Closing Date, the Mortgage Loan Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loan by the Mortgage Loan Seller to the Purchaser. (b) The conveyance of the Mortgage Loan and the related rights and property accomplished hereby is intended by the parties hereto to constitute a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller’s right, title and interest in and to such Mortgage Loan and such other related rights and property by the Mortgage Loan Seller to the Purchaser. Furthermore, it is not intended that such conveyance be a pledge of security for a loan. If such conveyance is determined to be a pledge of security for a loan, however, then: (i) this Agreement shall constitute a security agreement under applicable law; (ii) the Mortgage Loan Seller shall be deemed to have granted to the Purchaser, and in any event, the Mortgage Loan Seller hereby grants to the Purchaser, a first priority security interest in all of the Mortgage Loan Seller’s right, title and interest, whether now owned or hereafter acquired, in and to (1) the Mortgage Loan, (2) all documents included in the related Mortgage File and Servicing File, (3) all scheduled payments of principal and interest due on the Mortgage Loan after its respective Cut-off Date, and (4) all other recoveries of principal and interest collected thereon after its respective Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on or before its respective Cut-off Date and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loan (if any), due on or prior to the related date of substitution and collected after such date); (iii) the assignment by the Purchaser to the Trustee of its interests in the Mortgage Loan as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Purchaser (or the Custodian) of the Mortgage Note with respect to the Mortgage Loan subject hereto from time to time and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law; and (v) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loan, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. (c) In connection with the Mortgage Loan Seller’s 's assignment pursuant to Section 2(asubsection (a) above, the Mortgage Loan Seller, at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, Seller acknowledges that the Custodian, (x) on or before the Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i) of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note Depositor has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage File”) and (y) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each Mortgage Loan and any Additional Collateral (other than Reserve Funds and originals of Letters of Credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. Notwithstanding the preceding sentence, if the Mortgage Loan Seller cannot or does not so deliver, or cause to be delivered, as to any Mortgage Loan: (i) the original or a copy of any of the documents and/or instruments referred to in clauses (ii), (iii), (vii) and (ix)(A) of the definition of “Mortgage File”, with evidence of recording or filing (if applicable, and as the case may be) thereon, solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation or filing, as the case may be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller or title agent as being a copy of the document deposited for recording or filing (and, in the case of such clause (ii), accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent to the effect that such original Mortgage has been sent to the appropriate public recording official for recordation), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File; or (ii) the original of any of the documents and/or instruments referred to in clauses (iv) and (ix)(B) of the definition of “Mortgage File”, because such document or instrument has been delivered for recording or filing, as the case may be, then, so long as a copy of such document or instrument, certified by directed the Mortgage Loan Seller, a title agent or a recording or filing agent as being a copy of the document deposited for recording or filing and accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent that such document or instrument has been (or, in accordance with Section 2(d) of this Agreement, will be) sent to the appropriate public recording official for recordation (except that such copy and certification shall not be required if the Custodian is responsible for recordation of such document or instrument under the Pooling and Servicing Agreement and the Mortgage Loan Seller has delivered the original unrecorded document or instrument hereby agrees, to the Custodian on or before the date that is 45 days following the Closing Date), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File; provided, however, that in each case deliver the Mortgage Loan Seller shall nonetheless File (1) from time to time make or cause to be made reasonably diligent efforts to obtain such document or instrument (with such evidence) if it is not returned within a reasonable period after the date when it was transmitted for recording and (2) deliver such document or instrument to the Custodian (if such document or instrument is not otherwise returned to the Custodian) promptly upon the Mortgage Loan Seller’s receipt thereof. In addition, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date) under which any Additional Collateral is in the form of a Letter of Credit as of the Closing Date, the Mortgage Loan Seller shall cause to be prepared, executed and delivered to the issuer of each such Letter of Credit such notices, assignments and acknowledgments as are required under such Letter of Credit to assign, without recourse, to the Trustee the Mortgage Loan Seller’s rights as the beneficiary thereof and drawing party thereunder. Furthermore, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date), if any, as to which there exists a secured creditor impaired property insurance policy or pollution limited liability environmental impairment policy covering the related Mortgaged Property, the Mortgage Loan Seller shall cause such policy, within a reasonable period following the Closing Date, to inure to the benefit of the Trustee for the benefit of the Certificateholders (if and to the extent that it does not by its terms automatically inure to the holder of such Mortgage Loan). For purposes of this Section 2(c), the relevant definition of “Mortgage File” shall be the definition of such term set forth is defined in the Pooling and Servicing Agreement as in full force Agreement) to the Trustee, and effect on otherwise comply with the Closing Daterequirements of Sections 2.01(b), 2.01(c) and 2.01(d) of the Pooling and Servicing Agreement; provided that whenever the term Mortgage File is used to refer to documents actually received by the Purchaser or the Trustee, such term shall not be deemed to include such documents and instruments required to be included therein unless they are actually so received; provided further that the delivery of the Mortgage Files and/or Servicing Files related to the Mortgage Loan by GSMC shall satisfy the Mortgage Loan Seller's obligation to deliver such documents. (dc) Except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, as soon as reasonably possible, and in any event within 45 days after the later of (i) the Closing Date (or in the case of a Replacement The Mortgage Loan substituted Seller's records will reflect the transfer of the Mortgage Loan to the Purchaser as contemplated bya sale.

Conveyance of the Mortgage Loan. (a) Effective as It is the intention of the Closing Dateparties hereto that a trust be established pursuant to this Agreement and, subject only further, that such trust be designated as "-- Ventas Trust." LaSalle is hereby appointed, and does hereby agree, to receipt act as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. It is not intended that this Agreement create a partnership or a joint-stock association. (b) Concurrently with the purchase price referred to in Section 1 hereof execution and the other conditions to the Mortgage Loan Seller’s and Liberty Island Group’s obligations set forth hereindelivery hereof, the Mortgage Loan Seller Depositor does hereby sell, assign, transfer, set over transfer and otherwise convey to the PurchaserTrustee, without recourse, representation or warranty, other than as set forth hereinfor the benefit of the Certificateholders, all of the right, title and interest of the Mortgage Loan Seller Depositor in, to and under (i) the Mortgage Loan and Loan, all documents included in the related Mortgage File and Servicing File. Such assignment includes all scheduled payments of principal and interest under and proceeds of the Mortgage Loan received after its respective Cut-off the Settlement Date (other than scheduled payments of interest and principal due on or before its respective Cut-off the Settlement Date), which shall belong and be promptly remitted including the proceeds of any title, hazard or other Insurance Policies related to the Mortgage Loan SellerLoan; (ii) together with all documents delivered or caused to be delivered hereunder with respect to such Mortgage Loan by the Mortgage Loan Seller (including Documents and all documents included in the related Mortgage File and Servicing File and File; (iii) any related Additional Collateral). The Purchaser shall be entitled REO Property acquired in respect of the Mortgage Loan; (iv) the Depositor's interest in the benefits of the Cap Agreement; (v) such funds or assets as from time to receive all scheduled payments of principal and interest due on time are deposited in the Collection Account, the Distribution Account, and, if established, the REO Account; (vi) the Mortgage Loan after its respective Cut-off Date, Purchase Agreement; and (vii) all other recoveries of principal and interest collected thereon after its respective Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on assets included or before its respective Cut-off Date and collected after such respective Cut-off Date or, to be included in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date, in each case, which shall belong to the Mortgage Loan Seller)Trust Fund. After the Mortgage Loan Seller’s Depositor's transfer of the Mortgage Loan to the Purchaser, as provided hereinTrustee pursuant to this Section 2.01(b), the Mortgage Loan Seller Depositor shall not take any action -------------- inconsistent with the Purchaser’s Trust's ownership of the Mortgage Loan. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Mortgage Loan Seller is expressly permitted to complete subsequent to the Closing Date, the Mortgage Loan Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loan by the Mortgage Loan Seller to the Purchaser. (bc) The conveyance of the Mortgage Loan and the related rights and property accomplished hereby is absolute and is intended by the parties hereto to constitute a sale by an absolute transfer of the Mortgage Loan Seller of all the Mortgage Loan Seller’s right, title and interest in and to such Mortgage Loan and such other related rights and property (which, in respect of the Cap Agreement, means the Depositor's interest in the benefits thereof as set forth in Section 2.01(b)(iv) ------------------ above) by the Mortgage Loan Seller Depositor to the PurchaserTrustee for the benefit of the Certificateholders. Furthermore, it is not intended that such conveyance be a pledge of security for a loan. If such conveyance is determined to be a pledge of security for a loan, however, then: the parties hereto intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. The parties hereto also intend and agree that, in such event, (i) this Agreement shall constitute a security agreement under applicable law; , (ii) the Mortgage Loan Seller Depositor shall be deemed to have granted to the Purchaser, and Trustee (in any event, the Mortgage Loan Seller hereby grants to the Purchaser, such capacity) a first priority security interest in all of the Mortgage Loan Seller’s Depositor's right, title and interest, whether now owned or hereafter acquired, interest in and to (1the assets described in Section 2.01(b) the Mortgage Loanand any -------------- -42- and all proceeds thereof, (2) all documents included in the related Mortgage File and Servicing File, (3) all scheduled payments of principal and interest due on the Mortgage Loan after its respective Cut-off Date, and (4) all other recoveries of principal and interest collected thereon after its respective Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on or before its respective Cut-off Date and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loan (if any), due on or prior to the related date of substitution and collected after such date); (iii) the assignment by the Purchaser to the Trustee of its interests in the Mortgage Loan as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Purchaser (Trustee or the Custodian) its agent of the Mortgage Note with respect to the Mortgage Loan subject hereto from time to time and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “"possession by the secured party” " or possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law; , and (viv) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities financial intermediaries, bailees or agents (as applicable) of the Purchaser Trustee for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller Depositor shall file or cause to be filed, as a precautionary filing, a Form UCC-1 financing statement substantially in the form attached as Exhibit J hereto in the State of Delaware --------- promptly following the initial issuance of the Certificates, and the Purchaser shallTrustee shall prepare, execute and file, at the expense of the Depositor, at each such office, continuation statements with respect thereto, in each case within six months prior to the extent consistent fifth anniversary of the immediately preceding filing. The Depositor shall cooperate in a reasonable manner with this Agreement, take the Trustee in preparing and filing such actions as may be reasonably necessary continuation statements. This Section 2.01(c) shall constitute -------------- notice to ensure that, if this Agreement were deemed the Trustee pursuant to create a security interest any requirements of the UCC in the Mortgage Loan, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreementeffect in New York. (cd) In connection with the Mortgage Loan Seller’s Depositor's assignment pursuant to Section 2(a------- 2.01(b) above, the Depositor hereby represents and warrants that it has ------ contractually obligated the Seller, pursuant to the Mortgage Loan SellerPurchase Agreement, at its expense, shall to deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, Trustee or a Custodian appointed thereby (xwith a copy to the Servicer and the Special Servicer) the Mortgage File on or before the Closing Settlement Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed . The Depositor shall deliver to the Trustee or in blank as specified in clause (i) of a Custodian appointed thereby, the definition of “Mortgage File” (or, alternatively, if Servicer and the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage File”) and (y) Special Servicer on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each Mortgage Loan and any Additional Collateral (other than Reserve Funds and originals of Letters of Credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. Notwithstanding the preceding sentence, if the Mortgage Loan Seller cannot or does not so deliver, or cause to be delivered, as to any Mortgage Loan: (i) the original or Settlement Date a copy of any of the documents and/or instruments referred to in clauses (ii), (iii), (vii) and (ix)(A) of the definition of “Mortgage File”, with evidence of recording or filing (if applicable, and as the case may be) thereon, solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation or filing, as the case may be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller or title agent as being a copy of the document deposited for recording or filing (and, in the case of such clause (ii), accompanied by an Officer’s Certificate fully executed counterpart of the Mortgage Loan Seller or a statement from the title agent Purchase Agreement and to the effect that such original Mortgage has been sent to the appropriate public recording official for recordation), has been delivered to the Custodian Trustee on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File; or (ii) the original of any Settlement Date a fully executed counterpart of the documents and/or instruments referred to in clauses (iv) and (ix)(B) of the definition of “Mortgage File”, because such document or instrument has been delivered for recording or filing, as the case may be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller, a title agent or a recording or filing agent as being a copy of the document deposited for recording or filing and accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent that such document or instrument has been (or, in accordance with Section 2(d) of this Cap Agreement, will be) sent to the appropriate public recording official for recordation (except that such copy and certification shall not be required if the Custodian is responsible for recordation of such document or instrument under the Pooling and Servicing Agreement and the Mortgage Loan Seller has delivered the original unrecorded document or instrument to the Custodian on or before the date that is 45 days following the Closing Date), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File; provided, however, that in each case the Mortgage Loan Seller shall nonetheless (1) from time to time make or cause to be made reasonably diligent efforts to obtain such document or instrument (with such evidence) if it is not returned within a reasonable period after the date when it was transmitted for recording and (2) deliver such document or instrument to the Custodian (if such document or instrument is not otherwise returned to the Custodian) promptly upon the Mortgage Loan Seller’s receipt thereof. In addition, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date) under which any Additional Collateral is in the form of a Letter of Credit as of the Closing Date, the Mortgage Loan Seller shall cause to be prepared, executed and delivered to the issuer of each such Letter of Credit such notices, assignments and acknowledgments as are required under such Letter of Credit to assign, without recourse, to the Trustee the Mortgage Loan Seller’s rights as the beneficiary thereof and drawing party thereunder. Furthermore, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date), if any, as to which there exists a secured creditor impaired property insurance policy or pollution limited liability environmental impairment policy covering the related Mortgaged Property, the Mortgage Loan Seller shall cause such policy, within a reasonable period following the Closing Date, to inure to the benefit of the Trustee for the benefit of the Certificateholders (if and to the extent that it does not by its terms automatically inure to the holder of such Mortgage Loan). For purposes of this Section 2(c), the relevant definition of “Mortgage File” shall be the definition of such term set forth in the Pooling and Servicing Agreement as in full force and effect on the Closing Date. (de) Except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, as As soon as reasonably possible, and in any event within 45 days after the later of (i) the Closing Settlement Date and (ii) the date on which all recording information necessary to complete the subject document is received by the Trustee or any Custodian appointed thereby, the Trustee or a Custodian on its behalf is hereby authorized and shall complete (to the extent necessary) and cause to be submitted for recording or filing, as the case may be, in the appropriate office for real property records or UCC Financing Statements, at the expense of the Depositor, as applicable, each assignment of Mortgage and assignment of Assignment of Leases in favor of the Trustee referred to in clauses (d) and (e) of the definition of "Mortgage File" that has been received -------- by the Trustee or a Custodian on its behalf and each UCC-2 and UCC-3 in favor of the Trustee referred to in clause (h)(ii) of the definition of "Mortgage File" --------- that has been received by the Trustee or a Custodian on its behalf. Each such assignment shall reflect that it should be returned by the public recording office to the Trustee or the applicable Custodian on its behalf following recording, and each such UCC-2 and UCC-3 shall reflect that the filed copy thereof should be returned to the Trustee or the applicable Custodian on its behalf following filing; provided, that in those instances where the public -------- recording office retains the original assignment of Mortgage or assignment of Assignment of Leases the Trustee or a Custodian on its behalf shall obtain or cause to be obtained therefrom a certified copy of the recorded original. Upon receipt, the Trustee or a Custodian on its behalf shall, unless a Seller is doing so in accordance with the Mortgage Loan Purchase Agreement, promptly forward copies of such recorded or final documents to the Servicer and the Special Servicer. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Trustee or a Custodian on its behalf, shall direct the Seller to prepare or cause to be prepared promptly, pursuant to the Mortgage Loan Purchase Agreement, a substitute therefor or cure such defect, as the case may be, and thereafter the Trustee or a Custodian on its behalf shall, upon receipt thereof, cause the same to be duly recorded or filed, as appropriate. If the Seller has been so notified and has not responded within ten (10) Business Days, then the Trustee shall promptly thereafter also so notify the Servicer, the Special Servicer, the Rating Agencies and the Controlling Class Representative. In connection with the Depositor's assignment pursuant to Section ------- 2.01(b) above, the Depositor hereby represents and warrants that it has ------ contractually obligated the Seller, pursuant to the Mortgage Loan Purchase Agreement, to deliver to and deposit with, or cause to be delivered to and deposited with, the Servicer, on or before the Settlement Date (or or, if any of the following items are not in the case actual possession of a Replacement the Seller, as soon as reasonably practical, but in any event within 45 days after the Settlement Date): (i) copies of the Mortgage File; (ii) originals or copies of all financial statements, regulatory surveys, appraisals, environmental/engineering reports, leases, rent rolls and tenant estoppels in the possession or under the control of the Seller that relate to the Mortgage Loan substituted and, to the extent they are not required to be a part of the Mortgage File in accordance with the definition thereof, originals or copies of all documents, certificates and opinions in the possession or under the control of the Seller that were delivered by or on behalf of the Borrower in connection with the origination of the Mortgage Loan and that are necessary for the ongoing servicing and administration of the Mortgage Loan, and (iii) copies of (A) a Letter of Credit in the amount of $1,588,000, dated as contemplated byof December 12, 2001 from Kindred Healthcare Operating, Inc. in favor of MLMLI and (B) a Letter of Credit in the amount of $2,225,000, dated as of December 12, 2001 from Kindred Healthcare Operating, Inc. in favor of MLMLI, and the assignments thereof to the Trustee in care of the Servicer. In connection with clause (iii) of the prior sentence, the Trustee shall deliver to the Servicer the original counterparts of the documents described therein to the extent received by the Trustee and the Servicer shall administer such documents, including, as appropriate, arranging for their renewal or making draws thereunder. The Servicer shall hold all such documents, records and funds on behalf of the Trustee in trust for the benefit of the Certificateholders. The Servicer shall not be liable to the Trust or any parties hereto for the failure of the Seller to deliver any of the above-referenced documents.

Conveyance of the Mortgage Loan. (a) Effective as It is the intention of the Closing Dateparties hereto that a trust be established pursuant to this Agreement and, subject only further, that such trust be designated as “American Tower Trust I”. LaSalle is hereby appointed, and does hereby agree, to receipt act as Trustee hereunder and, in such capacity, to hold the Trust Fund in trust for the exclusive use and benefit of all present and future Certificateholders. It is not intended that this Agreement create a partnership or a joint-stock association. (b) Concurrently with the purchase price referred to in Section 1 hereof execution and the other conditions to the Mortgage Loan Seller’s and Liberty Island Group’s obligations set forth hereindelivery hereof, the Mortgage Loan Seller Depositor does hereby sell, assign, transfer, set over transfer and otherwise convey to the PurchaserTrustee, without recourse, representation or warranty, other than as set forth hereinfor the benefit of the Certificateholders, all of the right, title and interest of the Mortgage Loan Seller Depositor in, to and under (i) the Mortgage Loan, including any Mortgage Loan and Increases whenever occurring, all documents included in the related Mortgage File and Servicing File. Such assignment includes all scheduled payments of principal and interest under and proceeds of the Mortgage Loan received after its respective Cut-off Date (other than scheduled payments of interest and principal due on or before its respective Cut-off the Closing Date, which shall belong and be promptly remitted including the proceeds of any title, hazard or other Insurance Policies related to the Mortgage Loan SellerLoan; (ii) together with all documents delivered or caused to be delivered hereunder with respect to such Mortgage Loan by Documents existing on the Mortgage Loan Seller (including date hereof and hereafter entered into and all documents included in the related Mortgage File and Servicing File and from time to time; (iii) any related Additional Collateral). The Purchaser shall be entitled to receive all scheduled payments REO Property acquired in respect of principal and interest due on the Mortgage Loan after its respective Cut-off DateLoan; (iv) such funds or assets as from time to time are deposited in the Collection Account, the Distribution Account, and, if established, the REO Account; and (v) all other recoveries of principal and interest collected thereon after its respective Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on assets included or before its respective Cut-off Date and collected after such respective Cut-off Date or, to be included in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date, in each case, which shall belong to the Mortgage Loan Seller)Trust Fund. After the Mortgage Loan SellerDepositor’s transfer of the Mortgage Loan to the Purchaser, as provided hereinTrustee pursuant to this Section 2.01(b), the Mortgage Loan Seller Depositor shall not take any action inconsistent with the PurchaserTrust’s ownership of the Mortgage Loan. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Mortgage Loan Seller is expressly permitted to complete subsequent to the Closing Date, the Mortgage Loan Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loan by the Mortgage Loan Seller to the Purchaser. (bc) The conveyance of the Mortgage Loan and the related rights and property accomplished hereby is absolute and is intended by the parties hereto to constitute a sale by an absolute transfer of the Mortgage Loan Seller of all the Mortgage Loan Seller’s right, title and interest in and to such Mortgage Loan and such other related rights and property by the Mortgage Loan Seller Depositor to the PurchaserTrustee for the benefit of the Certificateholders. Furthermore, it is not intended that such conveyance be a pledge of security for a loan. If such conveyance is determined to be a pledge of security for a loan, however, then: the parties hereto intend that the rights and obligations of the parties to such loan shall be established pursuant to the terms of this Agreement. In order to further protect the Trustee’s interest, the Depositor hereby grants to the Trustee (in such capacity), for the benefit of the Certificateholders, a first priority security interest in all of the Depositor’s right, title and interest in and to the assets described in Section 2.01(b) and any and all proceeds thereof. In connection therewith, the parties hereto agree that (i) this Agreement shall constitute a security agreement under applicable law; , (ii) the Mortgage Loan Seller shall be deemed to have granted to the Purchaser, and in any event, the Mortgage Loan Seller hereby grants to the Purchaser, a first priority security interest in all of the Mortgage Loan Seller’s right, title and interest, whether now owned or hereafter acquired, in and to (1) the Mortgage Loan, (2) all documents included in the related Mortgage File and Servicing File, (3) all scheduled payments of principal and interest due on the Mortgage Loan after its respective Cut-off Date, and (4) all other recoveries of principal and interest collected thereon after its respective Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on or before its respective Cut-off Date and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loan (if any), due on or prior to the related date of substitution and collected after such date); (iii) the assignment by the Purchaser to the Trustee of its interests in the Mortgage Loan as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Purchaser (Trustee or the Custodian) its agent of the Mortgage Note Notes with respect to the Mortgage Loan subject hereto from time to time and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law; , and (viii) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities financial intermediaries, bailees or agents (as applicable) of the Purchaser Trustee for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller Depositor shall file or cause to be filed, a Form UCC-1 financing statement substantially in the form attached as Exhibit J hereto in the State of Delaware promptly following the initial issuance of the Certificates, and the Purchaser shallTrustee shall prepare, execute and file, at the expense of the Depositor, at each such office, continuation statements with respect thereto, in each case within six months prior to the extent consistent fifth anniversary of the immediately preceding filing. The Depositor shall cooperate in a reasonable manner with this Agreement, take the Trustee in preparing and filing such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loan, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreementcontinuation statements. (cd) In connection with the Mortgage Loan SellerDepositor’s assignment pursuant to Section 2(a2.01(b) above, the Mortgage Loan Seller, at its expense, shall Depositor hereby represents and warrants that it will deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, Trustee or a Custodian appointed thereby (xwith a copy to the Servicer) the Mortgage File on or before the Closing Date. (e) As soon as reasonably practicable, and in any event within 90 days after the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i) later of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage File”) and (y) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each Mortgage Loan and any Additional Collateral (other than Reserve Funds and originals of Letters of Credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. Notwithstanding the preceding sentence, if the Mortgage Loan Seller cannot or does not so deliver, or cause to be delivered, as to any Mortgage Loan: (i) the original or a copy of any of the documents and/or instruments referred to in clauses (ii), (iii), (vii) Closing Date and (ix)(A) of the definition of “Mortgage File”, with evidence of recording or filing (if applicable, and as the case may be) thereon, solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation or filing, as the case may be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller or title agent as being a copy of the document deposited for recording or filing (and, in the case of such clause (ii), accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent to the effect that such original Mortgage has been sent to the appropriate public recording official for recordation), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File; or (ii) the original of date on which all recording information necessary to complete the subject document is received by the Trustee or any of Custodian appointed thereby, the documents and/or instruments referred Depositor is hereby authorized and shall complete (to in clauses (ivthe extent necessary) and (ix)(B) of the definition of “Mortgage File”, because such document or instrument has been delivered cause to be submitted for recording or filing, as the case may be, then, so long as a copy of such document or instrument, certified by in the Mortgage Loan Seller, a title agent or a recording or filing agent as being a copy appropriate office for real property records at the expense of the document deposited for recording or filing and accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent that such document or instrument has been (or, in accordance with Section 2(d) of this Agreement, will be) sent to the appropriate public recording official for recordation (except that such copy and certification shall not be required if the Custodian is responsible for recordation of such document or instrument under the Pooling and Servicing Agreement and the Mortgage Loan Seller has delivered the original unrecorded document or instrument to the Custodian on or before the date that is 45 days following the Closing Date), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File; provided, however, that in each case the Mortgage Loan Seller shall nonetheless (1) from time to time make or cause to be made reasonably diligent efforts to obtain such document or instrument (with such evidence) if it is not returned within a reasonable period after the date when it was transmitted for recording and (2) deliver such document or instrument to the Custodian (if such document or instrument is not otherwise returned to the Custodian) promptly upon the Mortgage Loan Seller’s receipt thereof. In addition, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date) under which any Additional Collateral is in the form of a Letter of Credit as of the Closing Date, the Mortgage Loan Seller shall cause to be prepared, executed and delivered to the issuer of each such Letter of Credit such notices, assignments and acknowledgments as are required under such Letter of Credit to assign, without recourse, to the Trustee the Mortgage Loan Seller’s rights as the beneficiary thereof and drawing party thereunder. Furthermore, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date), if anyDepositor, as to which there exists a secured creditor impaired property insurance policy or pollution limited liability environmental impairment policy covering the related Mortgaged Propertyapplicable, the each assignment of Mortgage Loan Seller shall cause such policy, within a reasonable period following the Closing Date, to inure to the benefit in favor of the Trustee for the benefit referred to in clause (c) of the Certificateholders (if and to the extent that it does not by its terms automatically inure to the holder of such Mortgage Loan). For purposes of this Section 2(c), the relevant definition of “Mortgage File” that has been received by the Trustee or a Custodian on its behalf. Each such assignment shall reflect that it should be returned by the definition public recording office to the Trustee or the applicable Custodian on its behalf following recording; provided that in those instances where the public recording office retains the original assignment of Mortgage, the Depositor shall obtain or cause to be obtained therefrom a certified copy of the recorded original. Upon receipt, Depositor shall promptly forward copies of such term set forth recorded or final documents to the Trustee and the Servicer. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, and the Trustee or a Custodian on its behalf has actual knowledge thereof, the Trustee or Custodian on its behalf shall promptly notify the Depositor in writing. If the Depositor has actual knowledge of any such document or instrument lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Depositor shall prepare or cause to be prepared promptly, a substitute therefor or cure such defect, as the case may be, and thereafter the Depositor shall cause the same to be duly recorded or filed, as appropriate. In connection with the Depositor’s assignment pursuant to Section 2.01(b) above, the Depositor hereby represents and warrants that it will deliver to and deposit with, or cause to be delivered to and deposited with, the Servicer, on or before the Closing Date (or, if any of the following items are not in the Pooling and Servicing Agreement as in full force and effect on actual possession of the Closing Date. (d) Except in the case of a Non-Trust-Serviced Pooled Mortgage LoanDepositor, as soon as reasonably possiblepractical, but in any event within 90 days after the Closing Date): (i) copies of the Mortgage File; and (ii) originals or copies of all other documents delivered at the Closing. The Servicer shall hold all such documents, records and funds on behalf of the Trustee (subject to the applicable provisions hereof) in trust for the benefit of the Certificateholders. The Servicer shall not be liable to the Trust or any parties hereto for the failure of the Depositor to deliver any of the above-referenced documents. (f) As soon as reasonably practicable, and in any event within 45 90 days after the later of (i) the addition of any Additional Sites or Additional Borrower Sites and (ii) the date on which all recording information necessary to complete the subject document is received by the Trustee or any Custodian appointed thereby, the Servicer is hereby authorized and shall complete (to the extent necessary) and cause to be submitted for recording or filing, as the case may be, in the appropriate office for real property records at the expense of the Borrowers, as applicable, each assignment of Mortgage in favor of the Trustee referred to in clause (m)(ii)(B) of the definition of “Mortgage File” that has been received by the Trustee or a Custodian on its behalf. Each such assignment shall reflect that it should be returned by the public recording office to the Trustee or the applicable Custodian on its behalf following recording; provided that in those instances where the public recording office retains the original assignment of Mortgage, the Servicer shall obtain or cause to be obtained therefrom a certified copy of the recorded original. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, and the Trustee or a Custodian on its behalf has actual knowledge thereof, the Trustee or Custodian on its behalf shall promptly notify the Servicer and the Borrowers in writing. If the Servicer has actual knowledge of any such document or instrument lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Servicer shall prepare or cause to be prepared promptly, a substitute therefor or cure such defect, as the case may be, and thereafter the Servicer shall cause the same to be duly recorded or filed, as appropriate. In connection with any Mortgage Loan Increase or the addition of any Additional Sites or Additional Borrower Sites, the Borrower shall have agreed in the related Loan Agreement Supplement that it will deliver to and deposit with, or cause to be delivered to and deposited with, the Servicer, on or before the Additional Closing Date or the date of such addition, as the case may be (or or, if any of the following items are not in the actual possession of the Borrower, as soon as reasonably practical, but in any event within 90 days after the Additional Closing Date or the date of such addition, as the case of a Replacement may be): (i) the documents with respect to such Mortgage Loan substituted as contemplated byIncrease or addition required for the Mortgage File; and

Conveyance of the Mortgage Loan. (a) Effective as The Depositor, concurrently with the execution and delivery of this Agreement and the issuance of the Closing DateCertificates by the Trust, subject only to receipt of the purchase price referred to in Section 1 hereof and the other conditions to the Mortgage Loan Seller’s and Liberty Island Group’s obligations set forth herein, the Mortgage Loan Seller does hereby sell, assign, transfer, set over and otherwise convey to the Purchaser, Trust without recourse, representation or warranty, other than as set forth herein, recourse all of the right, title and interest of the Depositor in and to (i) the Mortgage Loan Seller including all principal, interest and other amounts received on or with respect to the Mortgage Loan on or after the Closing Date, which Mortgage Loan is secured by, among other things, the Mortgages, the Assignments of Leases and Rents and the Assignment of Interest Rate Cap Agreements and (ii) the Mortgage Loan Purchase and Sale Agreement. The Trustee acknowledges the issuance of the Certificates in authorized denominations registered in such name as the Depositor shall so direct the Trustee on or prior to the Closing Date and duly authenticated by the Trustee evidencing ownership of the entire Trust. On the Closing Date, the Borrowers shall make a cash deposit into the Lockbox Account in an amount equal to the Monthly Payment due on the Due Date in December 1996. In connection with the ownership by the Trust of the Mortgage Loan, the Trustee shall hold and maintain (except for those documents set forth in clauses (viii) and (xxiv) of this Section 2.01, which documents shall be held and maintained by the Servicer instead) the following documents subject to Section 3.14 (which allows delivery to the Servicer): (i) the original of the Note endorsed by the Depositor without recourse to the Trustee in the following form: "Pay to The Chase Manhattan Bank, as trustee, for the benefit of the holders of the Hospitality Properties Mortgage Acceptance Corp., Commercial Mortgage Pass- Through Certificates, Series 1996-C1, without recourse" and which Note and all endorsements thereof shall show a complete chain of endorsement from the Originator to the Depositor, and (following endorsement to the Depositor) from the Depositor to the Trustee; (ii) an original counterpart of each Mortgage showing the Originator as mortgagee or beneficiary; (iii) an original counterpart of each Assignment of Mortgage, in suitable form for recordation in the jurisdictions in which the real property securing the applicable Mortgage is located, from the Originator to "The Chase Manhattan Bank, as trustee, for the benefit of the holders of the Hospitality Properties Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series 1996-C1"; (iv) an original counterpart of the Assignment of Contracts from the Originator to "The Chase Manhattan Bank, as trustee, for the benefit of the holders of the Hospitality Properties Mortgage Acceptance Corp., Commercial Mortgage Pass-Through Certificates, Series 1996- C1"; (v) an original counterpart of each Assignment of Interest Rate Cap Agreement; (vi) a copy of the UCC-1 financing statements executed by the Borrower in connection with the Mortgage Loan, together with original executed form UCC-3s, in a form suitable for filing, disclosing the assignment from the Originator to the Trustee of the security interest in the personal property constituting security for repayment of the Mortgage Loan; (vii) an original of each final lender's title insurance policy issued with respect to the Mortgage Loan, together with all endorsements thereto; (viii) an copy of each Lease, including all modifications and amendments thereto; (ix) the original executed counterpart of each Assignment of Leases and Rents, together with each Re-assignment of Assignments of Leases and Rents in suitable form for recordation in the jurisdictions in which the Mortgaged Properties are located from the Originator to the Trustee (which re-assignment, however, may be included in the Assignment of Mortgages and need not be a separate instrument); (x) an original counterpart of the Loan Agreement; (xi) copies of certificates of casualty and general liability insurance of each Lessee; (xii) an original counterpart of the Mortgage Loan Purchase and Sale Agreement; (xiii) the original Hazardous Substances Indemnity Agreement; (xiv) an original counterpart of each Subordination Agreement, which, among other things, provides that each Lessee shall (i) remit all Periodic Rent and (ii) send notice of Borrower default to the Servicer on behalf of the Trustee or such other Person as the Trustee shall designate prior to such Lessee exercising its rights to terminate the applicable Lease or reduce or offset the rental payments due thereunder; (xv) an original counterpart of each Estoppel Letter; (xvi) an original counterpart of the Lockbox Agreement; (xvii) an original counterpart of the Contribution Agreement; (xviii) copies of the original Environmental Assessments with respect to each Mortgaged Property made in connection with acquisition of the Mortgaged Properties by the Borrowers; (xix) original executed opinion letter(s) of counsel to the Borrower with respect to the due execution and enforceability of the Mortgage Loan Documents; (xx) original executed opinion letter(s) of counsel to the Borrower with respect to non-consolidation; (xxi) an original survey of each Mortgaged Property; (xxii) copies of the certification or other evidence, if any, such as affirmative coverage of zoning under the Title Insurance Policy, that each Mortgaged Property complies with all zoning laws; (xxiii) copies of licenses, permits and approvals required for the use and operation of each Mortgaged Property, if any; (xxiv) copies of all management agreements relating to each Mortgaged Property; and (xxv) copies of any and all amendments, modifications and supplements to, and waivers related to, any of the foregoing. On the Closing Date and following the delivery of the documents included in the Mortgage File (except for the final lender's title insurance policies referred to in (vii) above, each of which shall immediately be delivered to the Trustee upon its availability) from the Depositor to the Trustee, the Depositor shall deliver to the title company (1) for recordation, the Mortgages, the Assignment of Mortgages, the Assignments of Leases and Rents and the Re-Assignment of Leases and Rents and (2) for filing, the UCC-1 and UCC-3 financing statements referred to in Section 2.01(vi). In the event that any such document is lost or returned unrecorded because of a defect therein, the Depositor shall promptly prepare a substitute document, and thereafter deliver such document to the Trustee which shall cause each such document to be duly recorded. Notwithstanding anything to the contrary contained in this Section 2.01, if the public recording office retains the applicable Mortgage Loan Documents after each has been recorded, the obligations hereunder of the Trustee shall be deemed to have been satisfied upon receipt of a copy of such Assignment of Mortgages certified by the public recording office to be a true and complete copy of the recorded original thereof. Once the documents referred to above which are submitted for recording are all returned or copies of such recorded documents are certified by the appropriate public recording office the documents shall be added to the Mortgage File. If the Depositor cannot deliver any original document described in this Section 2.01 on the Closing Date, the Depositor shall use its best efforts, promptly upon receipt thereof and in any case not later 45 days from the Closing Date, to deliver such original or certified recorded documents to the Trustee (unless the Depositor is delayed in making such delivery by reason of the fact that such documents shall not have been returned by the appropriate recording office in which case it shall notify the Trustee in writing of such delay and shall deliver such documents to the Trustee promptly upon the Depositor's receipt thereof). The Depositor shall deliver to the Servicer, at the Depositor's expense, a copy of all documents in the Mortgage File. Although it is intended that the conveyance of the Depositor's rights, title and interest in and to the Mortgage Loan pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, the Depositor shall be deemed to have granted, and the Depositor does hereby grant to the Trustee, a first priority perfected security interest in all of the Depositor's rights, title and interest in, to and under the Mortgage Loan and Loan, all documents included in the related Mortgage File and Servicing File. Such assignment includes all scheduled payments of principal and interest under and proceeds of the Mortgage Loan received after its respective Cut-off Date (other than scheduled payments of interest and principal due on or before its respective Cut-off Date, which shall belong and be promptly remitted to the Mortgage Loan Seller) together with all documents delivered or caused to be delivered hereunder with respect to such Mortgage Loan by the Mortgage Loan Seller (including all documents included in the related Mortgage File and Servicing File and any related Additional Collateral). The Purchaser shall be entitled to receive all scheduled payments of principal and interest due on the Mortgage Loan after its respective Cut-off DateLoan, and all other recoveries proceeds of principal and interest collected thereon after its respective Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on or before its respective Cut-off Date and collected after such respective Cut-off Date or, in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date, in each case, which shall belong to the Mortgage Loan Seller). After the Mortgage Loan Seller’s transfer of the Mortgage Loan to the Purchaser, as provided herein, the Mortgage Loan Seller shall not take any action inconsistent with the Purchaser’s ownership of the Mortgage Loan. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreementthereof, and further except for actions that the Mortgage Loan Seller is expressly permitted to complete subsequent to the Closing Date, the Mortgage Loan Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loan by the Mortgage Loan Seller to the Purchaser. (b) The conveyance of the Mortgage Loan and the related rights and property accomplished hereby is intended by the parties hereto to constitute a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller’s right, title and interest in and to such Mortgage Loan and such other related rights and property by the Mortgage Loan Seller to the Purchaser. Furthermore, it is not intended that such conveyance be a pledge of security for a loan. If such conveyance is determined to be a pledge of security for a loan, however, then: (i) this Agreement shall constitute a security agreement under applicable law; (ii) . Although it is intended that the conveyance by any Certificateholder of its rights, title and interest in and to the Mortgage Loan Seller by sale of its Certificates pursuant to this Agreement shall constitute a purchase and sale and not a loan, in the event that such conveyance is deemed to be a loan, the selling Certificateholder shall be deemed to have granted to the Purchaser, and in any event, the Mortgage Loan Seller hereby grants to the Purchaser, Trustee a first priority perfected security interest in all of the Mortgage Loan Seller’s rightsuch Certificateholder's rights, title and interestinterest in, whether now owned or hereafter acquired, in to and to (1) under the Mortgage Loan, (2) all documents included in the related Mortgage File and Servicing File, (3) all scheduled payments of principal and of or interest due on the such Mortgage Loan after its respective Cut-off DateLoan, and (4) all other recoveries of principal and interest collected thereon after its respective Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on or before its respective Cut-off Date and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loan (if any), due on or prior to the related date of substitution and collected after such date); (iii) the assignment by the Purchaser to the Trustee of its interests in the Mortgage Loan as contemplated by Section 16 hereof shall be deemed to be an assignment proceeds of any thereof, and this Agreement shall constitute a security interest created hereunder; (iv) the possession by the Purchaser (or the Custodian) of the Mortgage Note with respect to the Mortgage Loan subject hereto from time to time and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest agreement under applicable law; and (v) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loan, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. (c) In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller, at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, (x) on or before the Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i) of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage File”) and (y) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each Mortgage Loan and any Additional Collateral (other than Reserve Funds and originals of Letters of Credit, which shall be transferred to the Master Servicer) for each Mortgage Loan. Notwithstanding the preceding sentence, if the Mortgage Loan Seller cannot or does not so deliver, or cause to be delivered, as to any Mortgage Loan: (i) the original or a copy of any of the documents and/or instruments referred to in clauses (ii), (iii), (vii) and (ix)(A) of the definition of “Mortgage File”, with evidence of recording or filing (if applicable, and as the case may be) thereon, solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation or filing, as the case may be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller or title agent as being a copy of the document deposited for recording or filing (and, in the case of such clause (ii), accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent to the effect that such original Mortgage has been sent to the appropriate public recording official for recordation), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File; or (ii) the original of any of the documents and/or instruments referred to in clauses (iv) and (ix)(B) of the definition of “Mortgage File”, because such document or instrument has been delivered for recording or filing, as the case may be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller, a title agent or a recording or filing agent as being a copy of the document deposited for recording or filing and accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent that such document or instrument has been (or, in accordance with Section 2(d) of this Agreement, will be) sent to the appropriate public recording official for recordation (except that such copy and certification shall not be required if the Custodian is responsible for recordation of such document or instrument under the Pooling and Servicing Agreement and the Mortgage Loan Seller has delivered the original unrecorded document or instrument to the Custodian on or before the date that is 45 days following the Closing Date), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File; provided, however, that in each case the Mortgage Loan Seller shall nonetheless (1) from time to time make or cause to be made reasonably diligent efforts to obtain such document or instrument (with such evidence) if it is not returned within a reasonable period after the date when it was transmitted for recording and (2) deliver such document or instrument to the Custodian (if such document or instrument is not otherwise returned to the Custodian) promptly upon the Mortgage Loan Seller’s receipt thereof. In addition, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date) under which any Additional Collateral is in the form of a Letter of Credit as of the Closing Date, the Mortgage Loan Seller shall cause to be prepared, executed and delivered to the issuer of each such Letter of Credit such notices, assignments and acknowledgments as are required under such Letter of Credit to assign, without recourse, to the Trustee the Mortgage Loan Seller’s rights as the beneficiary thereof and drawing party thereunder. Furthermore, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date), if any, as to which there exists a secured creditor impaired property insurance policy or pollution limited liability environmental impairment policy covering the related Mortgaged Property, the Mortgage Loan Seller shall cause such policy, within a reasonable period following the Closing Date, to inure to the benefit of the Trustee for the benefit of the Certificateholders (if and to the extent that it does not by its terms automatically inure to the holder of such Mortgage Loan). For purposes of this Section 2(c), the relevant definition of “Mortgage File” shall be the definition of such term set forth in the Pooling and Servicing Agreement as in full force and effect on the Closing Date. (d) Except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, as soon as reasonably possible, and in any event within 45 days after the later of (i) the Closing Date (or in the case of a Replacement Mortgage Loan substituted as contemplated by

Conveyance of the Mortgage Loan. (a) Effective as of the Closing Date, subject only to its receipt and acceptance of the purchase price referred to in Section 1 hereof and the other conditions to the Mortgage Loan Seller’s and Liberty Island Group’s obligations set forth hereinhereof, the Mortgage Loan Seller does hereby selltransfer, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth hereinrecourse but subject to the terms of this Agreement, all of the right, title and interest of the Mortgage Loan Seller in, in and to and under the Mortgage Loan and all documents included in the related Mortgage File and Servicing File. Such assignment includes all scheduled payments of principal and interest under and proceeds of identified on the Mortgage Loan Schedule as of such date, including, without limitation, all of the Seller's right, title and interest in and to the proceeds of any related title, hazard or other insurance policies received by the Seller on or with respect to the Mortgage Loan after its respective the Cut-off Date (other than scheduled payments and any Additional Collateral. The Seller shall, within 15 days of interest and principal due the discovery of an error on or before its respective Cut-off Date, which shall belong and be promptly remitted to the Mortgage Loan Seller) together with all documents delivered or caused to be delivered hereunder with respect to such Mortgage Loan by Schedule, amend the Mortgage Loan Seller Schedule and deliver to the Purchaser or its designee an amended Mortgage Loan Schedule. The Mortgage Loan Schedule, as it may be amended, shall conform to the requirements set forth in this Agreement. (including all documents included in the related Mortgage File and Servicing File and any related Additional Collateral). b) The Purchaser shall be entitled to receive all scheduled payments of principal and interest due on the Mortgage Loan after its respective the Cut-off Date, and all other recoveries of principal and interest collected thereon after its respective the Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on or before its respective the Cut-off Date and collected after such respective the Cut-off Date or, in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date, in each caseDate, which shall belong to the Mortgage Loan Seller). After the Mortgage Loan Seller’s transfer of the Mortgage Loan to the Purchaser, as provided herein, the Mortgage Loan Seller shall not take any action inconsistent with the Purchaser’s ownership of the Mortgage Loan. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Mortgage Loan Seller is expressly permitted to complete subsequent to the Closing Date, the Mortgage Loan Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loan by the Mortgage Loan Seller to the Purchaser. (b) The conveyance of the Mortgage Loan and the related rights and property accomplished hereby is intended by the parties hereto to constitute a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller’s right, title and interest in and to such Mortgage Loan and such other related rights and property by the Mortgage Loan Seller to the Purchaser. Furthermore, it is not intended that such conveyance be a pledge of security for a loan. If such conveyance is determined to be a pledge of security for a loan, however, then: (i) this Agreement shall constitute a security agreement under applicable law; (ii) the Mortgage Loan Seller shall be deemed to have granted to the Purchaser, and in any event, the Mortgage Loan Seller hereby grants to the Purchaser, a first priority security interest in all of the Mortgage Loan Seller’s right, title and interest, whether now owned or hereafter acquired, in and to (1) the Mortgage Loan, (2) all documents included in the related Mortgage File and Servicing File, (3) all scheduled payments of principal and interest due on the Mortgage Loan after its respective Cut-off Date, and (4) all other recoveries of principal and interest collected thereon after its respective Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on or before its respective Cut-off Date and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loan (if any), due on or prior to the related date of substitution and collected after such date); (iii) the assignment by the Purchaser to the Trustee of its interests in the Mortgage Loan as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Purchaser (or the Custodian) of the Mortgage Note with respect to the Mortgage Loan subject hereto from time to time and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law; and (v) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loan, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. (c) In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller, at its expense, shall deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, (x) on On or before the Closing Date, the Mortgage Note relating Seller shall, at its expense, deliver or cause to each Mortgage Loan so assigned, endorsed be delivered to the Trustee Purchaser or in blank as specified in clause its designee: (i) of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage File”) and (y) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each Mortgage Loan and any Additional Collateral (other than Reserve Funds reserve funds and originals of Letters of Credit, which shall be transferred escrow payments) with respect to the Master Servicer) for each Mortgage Loan. Notwithstanding the preceding sentence, ; (ii) if the Mortgage Loan Seller cannot has an original principal balance of $15,000,000 or does not so deliver, or cause to be delivered, as to any Mortgage Loan: (i) the original or a copy of any of the documents and/or instruments referred to in clauses (ii), (iii), (vii) and (ix)(A) of the definition of “Mortgage File”, with evidence of recording or filing (if applicablemore, and as the case may be) thereonBorrower is a single member limited liability company, solely because an Opinion of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation or filing, as the case may be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller or title agent as being a copy of the document deposited for recording or filing (and, in the case of such clause (ii), accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent Counsel to the effect that such original Mortgage has been sent to Borrower will not dissolve upon the appropriate public recording official for recordation)bankruptcy, has been delivered to dissolution, liquidation or death of the Custodian on or before single member and that applicable law provides that creditors of the date that is 45 days following single member may only attach assets of the Closing Datemember, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included including membership interests in the related Mortgage File; or (ii) the original of any Borrower, but not assets of the documents and/or instruments referred to in clauses (iv) and (ix)(B) of the definition of “Mortgage File”, because such document or instrument has been delivered for recording or filing, as the case may be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller, a title agent or a recording or filing agent as being a copy of the document deposited for recording or filing and accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent that such document or instrument has been (or, in accordance with Section 2(d) of this Agreement, will be) sent to the appropriate public recording official for recordation (except that such copy and certification shall not be required if the Custodian is responsible for recordation of such document or instrument under the Pooling and Servicing Agreement and the Mortgage Loan Seller has delivered the original unrecorded document or instrument to the Custodian on or before the date that is 45 days following the Closing Date), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage FileBorrower; provided, however, that in each case the Mortgage Loan Seller shall nonetheless (1) from time to time make or cause to be made reasonably diligent efforts to obtain such document or instrument (with such evidence) if it is not returned within a reasonable period after the date when it was transmitted for recording and (2) deliver such document or instrument to the Custodian (if such document or instrument is not otherwise returned to the Custodian) promptly upon the Mortgage Loan Seller’s receipt thereof. In addition, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date) under which any Additional Collateral is in the form of a Letter of Credit as of the Closing Date, the Mortgage Loan Seller shall cause to be prepared, executed and delivered to the issuer of each such Letter of Credit such notices, assignments and acknowledgments as are required under such Letter of Credit to assign, without recourse, to the Trustee the Mortgage Loan Seller’s rights as the beneficiary thereof and drawing party thereunder. Furthermore, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date), if any, as to which there exists a secured creditor impaired property insurance policy or pollution limited liability environmental impairment policy covering the related Mortgaged Property, the Mortgage Loan Seller shall cause such policy, within a reasonable period following the Closing Date, to inure to the benefit of the Trustee for the benefit of the Certificateholders (if and to the extent that it does not by its terms automatically inure to the holder of such Mortgage Loan). For purposes of this Section 2(c), the relevant definition of “Mortgage File” shall be the definition of such term set forth in the Pooling and Servicing Agreement as in full force and effect on the Closing Date. (d) Except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, as soon as reasonably possible, and in any event within 45 days after the later of (i) the Closing Date (or in the case of a Replacement Mortgage Loan substituted as contemplated byand

Conveyance of the Mortgage Loan. (a) Effective as of the Closing Date, subject only to receipt of the purchase price referred to in Section 1 hereof and satisfaction of the other conditions to the Mortgage Loan Seller’s and Liberty Island Group’s obligations set forth herein, the Mortgage Loan each Seller does hereby sellwill transfer, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth hereinbut subject to the terms and conditions of this Agreement, all of the right, title and interest of such Seller in and to the Mortgage Loan Seller in(other than the Servicing Rights), including without limitation all principal and interest due on or with respect to and under the Mortgage Loan and all documents included in after the related Mortgage File and Servicing File. Such assignment includes all scheduled payments of principal and interest under and proceeds of the Mortgage Loan received after its respective Cut-off Date (other than scheduled payments of interest and principal due on or before its respective Cut-off Date, which shall belong and be promptly remitted to the Mortgage Loan Seller) together with their respective right, title and interest in and to any related insurance policies and all other documents delivered or caused to be delivered hereunder with respect to such Mortgage Loan by the Mortgage Loan Seller (including all documents included in the related Mortgage File and Servicing File and any related Additional Collateral). Files. (b) The Purchaser shall be entitled to receive all scheduled payments of principal and interest due on the Mortgage Loan after its respective the Cut-off Date, and all other recoveries of principal and interest collected thereon after its respective the Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on or before its respective the Cut-off Date and collected after such respective the Cut-off Date or, in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date, in each caseDate, which shall belong and be promptly remitted to the Mortgage Loan SellerSellers). After . (c) On or before the Mortgage Loan Seller’s transfer Closing Date or within the time periods specified in Section 2.01 of the Mortgage Loan Pooling and Servicing Agreement, the Sellers shall deliver or cause to be delivered to the Purchaser or, if so directed by the Purchaser, as provided hereinto the Trustee or a custodian designated by the Trustee (a "Custodian"), the Mortgage Loan Seller shall not take any action inconsistent with documents, instruments and agreements required to be delivered by the Purchaser’s ownership Purchaser to the Trustee under Section 2.01 of the Mortgage Loan. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Mortgage Loan Seller is expressly permitted to complete subsequent to the Closing Date, the Mortgage Loan Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loan by the Mortgage Loan Seller to the Purchaser. (b) The conveyance of the Mortgage Loan and the related rights and property accomplished hereby is intended by the parties hereto to constitute a sale by the Mortgage Loan Seller of meeting all the Mortgage Loan Seller’s rightrequirements of such Section 2.01, title and interest in and to such Mortgage Loan and such other related rights documents, instruments and property by agreements as the Mortgage Loan Seller to Purchaser or the Purchaser. Furthermore, it is not intended that such conveyance be a pledge of security for a loan. If such conveyance is determined to be a pledge of security for a loanTrustee shall reasonably request; provided, however, then: (i) this Agreement shall constitute a security agreement under applicable law; (ii) the delivery of such Mortgage Loan by one such Seller shall be deemed to have granted to satisfy the Purchaser, delivery requirements of each Seller under this Section 2 and in any event, the Mortgage Loan Seller hereby grants to the Purchaser, a first priority security interest in all under Section 2.01 of the Mortgage Loan Seller’s right, title and interest, whether now owned or hereafter acquired, in and to (1) the Mortgage Loan, (2) all documents included in the related Mortgage File and Servicing File, (3) all scheduled payments of principal and interest due on the Mortgage Loan after its respective Cut-off Date, and (4) all other recoveries of principal and interest collected thereon after its respective Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on or before its respective Cut-off Date and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loan (if any), due on or prior to the related date of substitution and collected after such date); (iii) the assignment by the Purchaser to the Trustee of its interests in the Mortgage Loan as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Purchaser (or the Custodian) of the Mortgage Note with respect to the Mortgage Loan subject hereto from time to time and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law; and (v) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loan, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. (cd) In connection with Each Seller hereby represents that it has, on behalf of the Mortgage Loan Seller’s assignment pursuant to Section 2(a) abovePurchaser, the Mortgage Loan Seller, at its expense, shall deliver to and deposit with, delivered or cause caused to be delivered to and deposited with, the Custodian, (x) on or before Trustee the Mortgage File for the Mortgage Loan. If the Mortgage File is delivered prior to the Closing Date, it will be held by the Mortgage Note relating to each Mortgage Loan so assigned, endorsed Trustee in escrow at all times prior to the Trustee or Closing Date. The Mortgage File shall contain the documents set forth in blank as specified in clause (i) of the definition of “"Mortgage File” " under the Pooling and Servicing Agreement. (ore) If such Seller is unable to deliver or cause the delivery of any original Mortgage Note, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with it may deliver a copy of such Mortgage Note as specified in clause (i) Note, together with a lost note affidavit, and indemnity, and shall thereby be deemed to have satisfied the document delivery requirements of the definition of “Mortgage File”) and (y) on or before the date that is 45 days following the Closing Date, the remainder of the Mortgage File for each Mortgage Loan and any Additional Collateral (other than Reserve Funds and originals of Letters of Credit, which shall be transferred to the Master Servicer) for each Mortgage LoanSection 2(c). Notwithstanding the preceding sentence, if the Mortgage Loan If such Seller cannot or does not so deliver, or cause to be delivered, as to any Mortgage Loan: (i) delivered the original or a copy of any of the documents and/or instruments referred to in clauses (ii), (iii), (viivi), (viii) and (ix)(Ax) of the definition of “"Mortgage File”" in the Pooling and Servicing Agreement, with evidence of recording or filing (if applicable, and as the case may be) thereon, solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation or filing, as the case may be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan such Seller or title agent as being a copy of the document deposited for recording or filing (and, in the case of such clause (ii), accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent to the effect that such original Mortgage has been sent to the appropriate public recording official for recordation)filing, has been delivered delivered, and then subject to the Custodian on or before the date that is 45 days following the Closing Daterequirements of Section 4(d), the delivery requirements of this subsection Section 2(c) shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File; or (ii) . If such Seller cannot or does not so deliver, or cause to be delivered the original of any of the documents and/or instruments referred to in clauses (iv) and (ix)(Bv) of the definition of “"Mortgage File”" in the Pooling and Servicing Agreement, because such document or instrument has been delivered for recording or filing, as the case may be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller, a title agent or a recording or filing agent as being a copy of the document deposited for recording or filing and accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent that such document or instrument has been (or, in accordance with then subject to Section 2(d) of this Agreement, will be) sent to the appropriate public recording official for recordation (except that such copy and certification shall not be required if the Custodian is responsible for recordation of such document or instrument under the Pooling and Servicing Agreement and the Mortgage Loan Seller has delivered the original unrecorded document or instrument to the Custodian on or before the date that is 45 days following the Closing Date4(d), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection Section 2(c) shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File. If such Seller cannot so deliver, or cause to be delivered the Title Policy solely because such policy has not yet been issued, the delivery requirements of Section 2(c) shall be deemed to be satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File; provided that such Seller, shall have delivered to the Trustee or a Custodian appointed thereby, on or before the Closing Date, a binding commitment for title insurance "marked-up" at the closing of such Mortgage Loan countersigned by the related title company or its authorized agent. (f) [Reserved]. (g) [Reserved]. (h) If and when the Sellers are notified of or discover any error in the Mortgage Loan Schedule attached to this Agreement as to which the Mortgage Loan is affected, the Sellers shall promptly amend the Mortgage Loan Schedule and distribute such amended Mortgage Loan Schedule to the parties to the Pooling and Servicing Agreement; provided, however, that in each case the correction or amendment of the Mortgage Loan Seller Schedule by itself shall nonetheless (1) from time to time make or cause not be deemed to be made reasonably diligent efforts to obtain such document or instrument a cure of a Material Breach. (with such evidencei) if it is not returned within a reasonable period after Under generally accepted accounting principles ("GAAP") and for federal income tax purposes, each Seller will report the date when it was transmitted for recording and (2) deliver such document or instrument to transfer of the Custodian (if such document or instrument is not otherwise returned to the Custodian) promptly upon related portion of the Mortgage Loan Seller’s receipt thereof. In addition, with respect to each Mortgage Loan (exclusive the Purchaser as a sale of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as such portion of the Closing Date) under which any Additional Collateral is in the form of a Letter of Credit as of the Closing Date, the Mortgage Loan Seller to the Purchaser in exchange for its respective share of the consideration referred to in Section 1 hereof. In connection with the foregoing, the Sellers shall cause all of their respective records to be prepared, executed and delivered reflect such transfer as a sale (as opposed to the issuer of each such Letter of Credit such notices, assignments and acknowledgments as are required under such Letter of Credit to assign, without recourse, to the Trustee the Mortgage Loan Seller’s rights as the beneficiary thereof and drawing party thereunder. Furthermore, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan as of the Closing Date), if any, as to which there exists a secured creditor impaired property insurance policy or pollution limited liability environmental impairment policy covering the related Mortgaged Property, the Mortgage Loan Seller shall cause such policy, within a reasonable period following the Closing Date, to inure to the benefit of the Trustee for the benefit of the Certificateholders (if and to the extent that it does not by its terms automatically inure to the holder of such Mortgage Loanloan). For purposes of this Section 2(c), the relevant definition of “Mortgage File” shall be the definition of such term set forth in the Pooling and Servicing Agreement as in full force and effect on the Closing Date. (d) Except in the case of a Non-Trust-Serviced Pooled Mortgage Loan, as soon as reasonably possible, and in any event within 45 days after the later of (i) the Closing Date (or in the case of a Replacement Mortgage Loan substituted as contemplated by

Conveyance of the Mortgage Loan. (a) Effective as of the Closing Date, subject only to receipt of the purchase price referred to in Section 1 hereof and the satisfaction of the other conditions to the Mortgage Loan Seller’s and Liberty Island Group’s 's obligations set forth herein, the Mortgage Loan Seller does hereby sell, assign, transfer, set over and otherwise convey to the Purchaser, subject to the Seller's transfer of the related servicing rights as provided in the Servicing Rights Purchase Agreement, without recourse, representation or warranty, other than as set forth herein, all of the right, title and interest of the Seller in and to the Mortgage Loan Seller inLoan, including all interest and principal received on or with respect to and under the Mortgage Loan and all documents included in after the related Mortgage File and Servicing File. Such assignment includes all scheduled payments of principal and interest under and proceeds of the Mortgage Loan received after its respective Cut-off Date (other than scheduled payments of interest and principal due on or before its respective the Cut-off Date), which shall belong together with all of the right, title and be promptly remitted interest of the Seller in and to the proceeds of any related title, hazard or other insurance policies and any escrow, reserve or other comparable accounts related to the Mortgage Loan SellerLoan. (b) together with all documents delivered or caused to be delivered hereunder with respect to such Mortgage Loan by the Mortgage Loan Seller (including all documents included in the related Mortgage File and Servicing File and any related Additional Collateral). The Purchaser shall be entitled to receive all scheduled payments of principal and interest due on the Mortgage Loan after its respective the Cut-off Date, and all other recoveries of principal and interest collected thereon after its respective the Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on or before its respective the Cut-off Date and collected after such respective the Cut-off Date or, in the case of Replacement Mortgage Loans (if any), due on or prior to the related date of substitution and collected after such date, in each caseDate, which shall belong to the Mortgage Loan Seller). After the Mortgage Loan Seller’s transfer of the Mortgage Loan to the Purchaser, as provided herein, the Mortgage Loan Seller shall not take any action inconsistent with the Purchaser’s ownership of the Mortgage Loan. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Mortgage Loan Seller is expressly permitted to complete subsequent to the Closing Date, the Mortgage Loan Seller shall, on . (c) On or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loan by the Mortgage Loan Seller to the Purchaser. (b) The conveyance of the Mortgage Loan and the related rights and property accomplished hereby is intended by the parties hereto to constitute a sale by the Mortgage Loan Seller of all the Mortgage Loan Seller’s right, title and interest in and to such Mortgage Loan and such other related rights and property by the Mortgage Loan Seller to the Purchaser. Furthermore, it is not intended that such conveyance be a pledge of security for a loan. If such conveyance is determined to be a pledge of security for a loan, however, then: (i) this Agreement shall constitute a security agreement under applicable law; (ii) the Mortgage Loan Seller shall be deemed to have granted to the Purchaser, and in any event, the Mortgage Loan Seller hereby grants to the Purchaser, a first priority security interest in all of the Mortgage Loan Seller’s right, title and interest, whether now owned or hereafter acquired, in and to (1) the Mortgage Loan, (2) all documents included in the related Mortgage File and Servicing File, (3) all scheduled payments of principal and interest due on the Mortgage Loan after its respective Cut-off Date, and (4) all other recoveries of principal and interest collected thereon after its respective Cut-off Date (other than scheduled payments of principal and interest due on the Mortgage Loan on or before its respective Cut-off Date and collected after such respective Cut-off Dates or, in the case of Replacement Mortgage Loan (if any), due on or prior to the related date of substitution and collected after such date); (iii) the assignment by the Purchaser to the Trustee of its interests in the Mortgage Loan as contemplated by Section 16 hereof shall be deemed to be an assignment of any security interest created hereunder; (iv) the possession by the Purchaser (or the Custodian) of the Mortgage Note with respect to the Mortgage Loan subject hereto from time to time and such other items of property as constitute instruments, money, negotiable documents or chattel paper shall be deemed to be “possession by the secured party” or possession by a purchaser or person designated by such secured party for the purpose of perfecting such security interest under applicable law; and (v) notifications to, and acknowledgments, receipts or confirmations from, Persons holding such property, shall be deemed to be notifications to, or acknowledgments, receipts or confirmations from, securities intermediaries, bailees or agents (as applicable) of the Purchaser for the purpose of perfecting such security interest under applicable law. The Mortgage Loan Seller and the Purchaser shall, to the extent consistent with this Agreement, take such actions as may be reasonably necessary to ensure that, if this Agreement were deemed to create a security interest in the Mortgage Loan, such security interest would be a perfected security interest of first priority under applicable law and will be maintained as such throughout the term of this Agreement and the Pooling and Servicing Agreement. (c) In connection with the Mortgage Loan Seller’s assignment pursuant to Section 2(a) above, the Mortgage Loan Seller, at its expense, shall subject to Section 18, deliver to and deposit with, or cause to be delivered to and deposited with, the Custodian, (x) on Purchaser or before the Closing Date, the Mortgage Note relating to each Mortgage Loan so assigned, endorsed to the Trustee or in blank as specified in clause (i) of the definition of “Mortgage File” (or, alternatively, if the original executed Mortgage Note has been lost, a lost note affidavit and indemnity with a copy of such Mortgage Note as specified in clause (i) of the definition of “Mortgage File”) and (y) on or before the date that is 45 days following the Closing Date, the remainder of its designee the Mortgage File for each Mortgage Loan and any Additional Collateral (other than Reserve Funds reserve funds and originals of Letters of Credit, which shall be transferred escrow payments) with respect to the Master Servicer) for each Mortgage Loan. Notwithstanding the preceding sentence, if the Mortgage Loan Seller cannot or does not so deliver, or cause to be delivered, as to any Mortgage Loan: (i) the original or a copy of any of the documents and/or instruments referred to in clauses (ii), (iii), (vii) and (ix)(A) of the definition of “Mortgage File”, with evidence of recording or filing (if applicable, and as the case may be) thereon, solely because of a delay caused by the public recording or filing office where such document or instrument has been delivered for recordation or filing, as the case may be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller or title agent as being a copy of the document deposited for recording or filing (and, in the case of such clause (ii), accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent to the effect that such original Mortgage has been sent to the appropriate public recording official for recordation), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File; or (ii) the original of any of the documents and/or instruments referred to in clauses (iv) and (ix)(B) of the definition of “Mortgage File”, because such document or instrument has been delivered for recording or filing, as the case may be, then, so long as a copy of such document or instrument, certified by the Mortgage Loan Seller, a title agent or a recording or filing agent as being a copy of the document deposited for recording or filing and accompanied by an Officer’s Certificate of the Mortgage Loan Seller or a statement from the title agent that such document or instrument has been (or, in accordance with Section 2(d) of this Agreement, will be) sent to the appropriate public recording official for recordation (except that such copy and certification shall not be required if the Custodian is responsible for recordation of such document or instrument under the Pooling and Servicing Agreement and the Mortgage Loan Seller has delivered the original unrecorded document or instrument to the Custodian on or before the date that is 45 days following the Closing Date), has been delivered to the Custodian on or before the date that is 45 days following the Closing Date, the delivery requirements of this subsection shall be deemed to have been satisfied as to such missing item, and such missing item shall be deemed to have been included in the related Mortgage File; provided, however, that in each case the Mortgage Loan Seller shall nonetheless (1) from time to time make or cause to be made reasonably diligent efforts to obtain such document or instrument (with such evidence) if it is not returned within a reasonable period after the date when it was transmitted for recording and (2) deliver such document or instrument to the Custodian (if such document or instrument is not otherwise returned to the Custodian) promptly upon the Mortgage Loan Seller’s receipt thereof. In addition, with respect to each Mortgage Loan (exclusive of any Mortgage Loan that is a Non-Trust-Serviced Pooled Mortgage Loan Loan, as of the Closing Date) under to which any Additional Collateral is in the form of a Letter of Credit as of the Closing Date, the Mortgage Loan Seller shall cause to be prepared, executed and delivered to the issuer of each such Letter of Credit such notices, assignments and acknowledgments as are required under such Letter of Credit to assign, without recourse, to to, and vest in, the Trustee (whether by actual assignment or by amendment of the Mortgage Loan Letter of Credit) the Seller’s 's rights as the beneficiary thereof and drawing party thereunder. FurthermoreThe designated recipient of the items described in the second preceding sentence, with respect and the designated beneficiary under each Letter of Credit referred to each in the preceding sentence, shall be the Trustee. If the Seller cannot deliver on the Closing Date any original or certified recorded or filed document or original policy of title insurance which is to be delivered as part of the related Mortgage Loan (exclusive of File for any Mortgage Loan that solely because the Seller is a Non-Trust-Serviced Pooled Mortgage Loan as delayed in making such delivery by reason of the Closing Date)fact that such original or certified recorded or filed document has not been returned by the appropriate recording or filing office or such original policy of title insurance has not yet been issued, if anythen the Seller shall deliver such documents to the Purchaser or its designee, as to which there exists a secured creditor impaired property insurance policy or pollution limited liability environmental impairment policy covering promptly upon the related Mortgaged PropertySeller's receipt thereof. In addition, the Mortgage Loan Seller shall shall, at its expense, deliver to and deposit with, or cause such policyto be delivered to and deposited with, the Purchaser, the applicable Master Servicer or its designee, within a reasonable period following three (3) Business Days after the Closing Date, to inure to the benefit of the Trustee for the benefit of the Certificateholders following items (if and except to the extent that it does not any of the following items are to be retained by a servicer or subservicer that will continue to act on behalf of the Purchaser or its terms automatically inure designee): (i) originals or copies of all financial statements, appraisals, environmental/engineering reports, leases, rent rolls (except with respect to loans secured by residential cooperative properties), third-party underwriting reports, insurance policies, legal opinions, tenant estoppels and any other documents that the Purchaser or its servicing agent reasonably deems necessary to service the subject Mortgage Loan in the possession or under the control of the Seller that relate to the holder of such Mortgage Loan, copies of all documents required to be delivered by the Seller to the Purchaser or its designee as a part of a Mortgage File and, to the extent they are not required to be a part of a Mortgage File for any Mortgage Loan, originals or copies of all documents, certificates and opinions in the possession or under the control of the Seller that were delivered by or on behalf of the Borrower in connection with the origination of the Mortgage Loan (provided that the Seller shall not be required to deliver any attorney-client privileged communication or any other documents or materials prepared by or for the Seller or its Affiliates solely for internal credit analysis and/or other internal uses other than the underwriting model contained in the related underwriting memorandum or asset summary report prepared by the Seller and provided to Ernst & Young, LLP in connection with the preparation of Exhibit A-1 to the Prospectus Supplement); and (ii) all unapplied reserve funds and escrow payments in the possession or under the control of the Seller that relate to the Mortgage Loan. The designated recipient of the items described in clauses (i) and (ii) of the preceding sentence shall be the applicable Master Servicer. (i) a substitute letter of credit substantially comparable to, but in all cases in the same amount and with the same draw conditions and renewal rights as, that Letter of Credit and issued by an obligor that meets any criteria in the related Mortgage Loan Documents applicable to the issuer of that Letter of Credit; or (ii) a cash reserve in an amount equal to the amount of that Letter of Credit. For purposes of the delivery requirements of this Section 2(c), any such substitute letter of credit shall be deemed to be Additional Collateral of the type covered by the first paragraph of this Section 2(c) and any such cash reserve shall be deemed to be reserve funds of the type covered by the third paragraph of this Section 2(c). In connection with the foregoing paragraphs of this Section 2(c), the relevant definition Seller is a designated recipient, or shall otherwise be the beneficiary, of “all certifications relating to the Mortgage File” Loan made and/or delivered by the Trustee pursuant to Section 2.02(a) and Section 2.02(b) of the Pooling and Servicing Agreement. (d) The Seller shall be responsible for all reasonable fees and out-of-pocket costs and expenses associated with recording and/or filing any and all assignments and other instruments of transfer with respect to the Mortgage Loan that are required to be recorded or filed, as the case may be, under the Pooling and Servicing Agreement; provided that, subject to the next paragraph, the Seller shall not be responsible for actually recording or filing any such assignments or other instruments of transfer. If the Seller receives written notice that any such assignment or other instrument of transfer is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Seller shall prepare or cause the preparation of a substitute therefor or cure such defect, as the case may be; provided that the cost of such preparation shall be borne by the Purchaser if the loss or return is caused by the Purchaser's negligence. The Seller shall provide the Purchaser or its designee with a power of attorney to enable it or them to record any loan documents that the Purchaser has been unable to record. Unless the Purchaser notifies the Seller in writing to the contrary, the designated recipients of the power of attorney referred to in the preceding sentence shall be the definition Trustee. Notwithstanding the immediately preceding paragraph, the Seller may (upon written notice to the Trustee), at its sole cost and expense, engage a third-party contractor to prepare or complete in proper form for filing and recording any and all of the assignments and other instruments described in the immediately preceding paragraph, including assignments of UCC Financing Statements, with respect to the Mortgage Loan, to submit such assignments and instruments for filing and recording, as the case may be, in the applicable public filing and recording offices and to deliver such assignments and instruments to the Trustee or its designee as such assignments and other instruments (or certified copies thereof) are received from the applicable filing and recording offices with evidence of such term filing and recording indicated thereon. However, in the event the Seller engages a third-party contractor as contemplated in the immediately preceding sentence, the rights, duties and obligations of the Seller pursuant to this Agreement shall remain binding on the Seller. (e) Upon the sale of Certificates representing at least 10% of the total principal balance of all the Certificates to unaffiliated third parties, the Seller shall, under generally accepted accounting principles ("GAAP"), report its transfer of the Mortgage Loan to the Purchaser, as provided herein, as a sale of the Mortgage Loan to the Purchaser in exchange for the consideration specified in Section 1 hereof. In connection with the foregoing, upon the sale of Certificates representing at least 10% of the total principal balance of all the Certificates to unaffiliated third parties, the Seller shall cause all of its financial and accounting records to reflect such transfer as a sale (as opposed to a secured loan). The Seller shall at all times following the Closing Date cause all of its records and financial statements and any relevant consolidated financial statements of any direct or indirect parent to clearly reflect that the Mortgage Loan has been transferred to the Purchaser and are no longer available to satisfy claims of the Seller's creditors. (f) After the Seller's transfer of the Mortgage Loan to the Purchaser, as provided herein, the Seller shall not take any action inconsistent with the Purchaser's ownership of the Mortgage Loan. Except for actions that are the express responsibility of another party hereunder or under the Pooling and Servicing Agreement, and further except for actions that the Seller is expressly permitted to complete subsequent to the Closing Date, the Seller shall, on or before the Closing Date, take all actions required under applicable law to effectuate the transfer of the Mortgage Loan by the Seller to the Purchaser. (g) The Mortgage Loan Schedule, as it may be amended from time to time, shall conform to the requirements set forth in the Pooling and Servicing Agreement as in full force and effect Agreement. The Seller shall, within 15 days of its discovery or receipt of notice of any error on the Closing Date. (d) Except in Mortgage Loan Schedule, amend such Mortgage Loan Schedule and deliver to the Purchaser or the Trustee, as the case may be, an amended Mortgage Loan Schedule. Section 3. Examination of a Non-Trust-Serviced Pooled Mortgage Loan Files and Due Diligence Review. The Seller shall reasonably cooperate with any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loan, as soon as reasonably possiblethat may be undertaken by or on behalf of the Purchaser. The fact that the Purchaser has conducted or has failed to conduct any partial or complete examination of any of the Mortgage Files for, and/or any of such other documents and records relating to, the Mortgage Loan, shall not affect the Purchaser's right to pursue any remedy available in any event within 45 days after equity or at law for a breach of the later of Seller's representations and warranties made pursuant to Section 4 (i) the Closing Date (or in the case of a Replacement Mortgage Loan substituted as contemplated bysubject, however, to Section 5(d)).