Common use of Seller’s Covenants Clause in Contracts

Seller’s Covenants. Seller covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designee: (a) Prior to each Transfer Date: (1) Seller shall inform all hazard, flood, earthquake, private mortgage and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any of the Mortgage Loans.

Seller’s Covenants. 12.01 Seller covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeeas follows: (a) Prior to each Transfer Date: (1i) Seller shall inform all hazardnot, floodwithout the prior written consent of Purchaser in each instance, earthquake(a) modify, private mortgage and amend or terminate (except for material breach or nonpayment of rent or other sums due) in any other insurance companies and/or their agents providing insurance with respect to manner whatsoever, any related Mortgage Loan of the transfer Leases, (b) consent to the assignment or subletting of any of the Leases, or (c) enter into any new lease of the Property or any portion thereof or renew or extend any Lease which is not on the standard form of lease currently in use for the Property and request which does not comply with the Leasing Standards set forth in Exhibit K attached hereto and made a change part hereof (all such permitted leases shall be deemed to be included within the term "Leases"). If Seller desires to take any of the actions described in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policyclauses (a), (b) or (c) of this Section 12.01(i), Seller shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Dateso notify Purchaser. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after from receipt of Seller's notice to object in writing to any proposed action described in Seller's notice. If Purchaser fails to notify Seller on a timely basis of any objections, it shall be conclusively presumed that Purchaser consented to all of the Transfer actions described in Seller's notice and Seller may immediately implement such actions. If Purchaser notifies Seller of any objections to the actions proposed in Seller's notice and thereafter Seller and Purchaser cannot agree on a course of action within fifteen (15) Business Days of the date of Purchaser's notice of objections, Seller shall not take any action to which Purchaser has objected. (ii) Seller shall not, without the prior written consent of Purchaser in each instance, enter into any new commitments, contracts, licenses, options or other agreements of any kind affecting or relating to the Property except for agreements that are terminable on or before Closing Date and Leases that are governed by Section 12.01(i). (iii) If Seller removes any item of Personal Property prior to the Closing Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as shall substitute therefor an item of the Transfer Date, reporting all unposted payments like kind and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balancescomparable value. (2iv) Within five (5) Business Days Subject to the provisions of Articles 9 and 11 hereof, Seller shall, between the Execution Date and the Closing Date, at Seller's sole cost and expense, maintain the Property in good order, condition and repair, reasonable wear and tear excepted, shall perform all work required to be done by the landlord under the terms of the Leases, and shall make all repairs, maintenance and replacements of the Improvements and any Personal Property and otherwise operate the Property in the same manner as before the making of this Agreement and as though Seller were retaining the Property. Seller shall not make any alterations to the Property except as required under the Leases. Seller shall not, after the Transfer Agreement Date, to without in each case obtaining Purchaser's prior written consent thereto, enter into, amend, extend (including by exercise of option), terminate or permit the extent Mortgage Loan histories are available, early termination of any Service Contract or waive any rights of Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Sellerthereunder. The correspondence foregoing notwithstanding, Purchaser's consent shall not be forwarded required for Seller to Purchaser via overnight courier for enter into or extend (including by exercise of option) any Service Contract, provided the first term of such Service Contract does not extend more than thirty (30) days subsequent to beyond the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Closing Date. (cv) At all times prior the Closing Date, Seller shall maintain and pay for fire and extended coverage insurance for the full replacement cost of the Improvements and Personal Property and other casualty coverage and public liability insurance in amounts no event less than the coverage in effect on the date of this Agreement and/or as may be required under the Leases. (vi) Seller shall immediately notify Purchaser of any fact or other circumstance which, if known by Seller on the Agreement Date or the Closing Date, would render any representation or warranty of Seller incorrect or incomplete. (vii) Without Purchaser's consent, Seller shall not be required (a) voluntarily subject any right, title or interest in or to assume any representations and warranties made by Seller this Property to any third partymortgage, pledge, lien or other hypothecation or encumbrance, or made (b) transfer, convey or assign any right, title or interest in or to Seller by all or any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any portion of the Mortgage LoansProperty. 12.02 Seller will at all times after the Agreement Date to and including the Closing Date operate the Property in a manner consistent with the operation of the Property on the date hereof and shall maintain in full force and effect all of the Licenses and Permits.

Seller’s Covenants. Seller hereby covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeethat: (a) Prior to each Transfer Date: (1) Seller shall inform all hazard, flood, earthquake, private mortgage and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan of 5.2.1 After the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Effective Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Datenot enter into any maintenance, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Datemanagement, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, service or supply contract; provided that Seller will deliver to Purchaser Mortgage Loan histories in bulk may enter into contracts or electronically. (3) Seller shall deliver to Purchaser any correspondence received agreements terminable by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following Buyer upon thirty (30) days’ written notice without penalty or premium following Closing without Buyer’s approval provided Seller provides advance notice to Buyer and provided, further, that the foregoing approval requirement shall not apply to contracts or agreements necessary or appropriate to deal with emergencies, acts of God or other unforeseeable events provided they are terminable upon thirty (30) days’ written notice without penalty or premium. ThereafterSeller will terminate all Contracts effective as of the Closing Date, and Seller will pay any and all amounts due and payable under such Contracts. 5.2.2 After the Effective Date, Seller will not enter into, modify, amend or terminate any Lease without Buyer’s prior written approval, which approval may be withheld in Buyer’s sole and absolute discretion and shall be deemed denied if Buyer fails to approve or disapprove any proposed Lease in writing within three (3) business days following Buyer’s receipt of the Lease and all other documents or information, including the cost to the landlord of any leasing commissions and/or tenant improvements or other tenant concessions pertaining thereto; provided that, Buyer’s consent shall not be required for the renewal or extension of any existing Lease at fixed contractual terms provided in the existing Leases. Moreover, and notwithstanding anything to the contrary contained in this Agreement, subject to the provisions of Section 6.6.2, Seller reserves the right, but is not obligated, to institute summary proceedings against tenants or terminate the Leases as a result of a default by tenants in the payment of rents thereunder prior to the date of Closing after giving Buyer prior written notice of same. Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any tenants. The removal of the defaulting tenants whether by summary proceedings or otherwise, or the application of any tenant’s security deposit in accordance with the terms of its Lease, prior to the date of Closing shall not give rise to any claim on the part of Buyer. Further, Buyer agrees that it shall not be grounds for Buyer’s refusal to close this transaction that a tenant may be a holdover tenant or in default under its Lease on the Closing Date, and Buyer shall accept title subject to such holding over or default without credit against, or reduction of, the Purchase Price. 5.2.3 During the Contract Period, Seller shall return maintain insurance on the Real Property at the same coverages and levels as are in effect as of the Effective Date. 5.2.4 During the Contract Period, Seller shall operate the Property in the ordinary course of business and substantially in accordance with Seller’s past practices, normal wear and tear and casualty excepted. 5.2.5 Seller shall not assign, transfer or encumber the Intangible Property or Personal Property prior to Closing. Seller shall not remove any Personal Property unless it is replaced with a comparable item of substantially equal quality and quantity as existed as of the time of such removal. 5.2.6 Seller shall maintain in existence all licenses, permits and approvals in existence now or in the future with respect to the related Mortgagors ownership, operation or improvement of the Property and shall not apply or consent to any payments action or proceeding which will have the effect of terminating or changing such licenses, permits and approvals or the zoning of the Property in any manner which would have a material adverse effect. 5.2.7 Seller will endeavor to provide Buyer with copies of all written notices of violations of law or municipal ordinances, orders or requirements noted in or issued by governmental authority having jurisdiction, against or affecting the Property received by Seller prior to Closing. 5.2.8 During the Contract Period, Seller shall perform all obligations to be performed by Seller as Borrower under the Loan Documents. Seller will not prepay any principal amount of the Debt except to the extent obligated to do so by the terms of the Loan Documents. Seller will not extend or renew the Debt or otherwise modify any of the terms of the Debt or the Loan Documents. 5.2.9 Seller will deliver estoppel certificates, on forms prepared by Buyer, to any declarant, association, committee, agent or other person or entity having governing or approval rights under any CCR as reasonably requested by Buyer, but the Mortgage Loans received failure to obtain any such estoppel will not constitute the failure of a condition to Buyer’s obligations hereunder or a default by Seller. (5) 5.2.10 Seller shall mail yearwill deliver subordination, non-end statements reporting interest income disturbance and interest expense . statements attornment agreements prepared by Buyer or its lender to all Mortgagors tenants for whom Buyer’s lender requests such an agreement, but the period from January 1, 1999 through failure to obtain any such agreement will not constitute the Transfer Datefailure of a condition to Buyer’s obligations hereunder or a default by Seller. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any of the Mortgage Loans.

Seller’s Covenants. Seller covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeeBuyer as follows: (a) Prior to each Transfer Date: (1) Seller shall inform all hazard, flood, earthquake, private mortgage From and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan after the date of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policyits execution of this Agreement, Seller shall make available to Buyer or cause such policy to be canceled as made available to Buyer all of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to PurchaserAcquired Assets. (2b) Seller shall cause its designee agrees to obtain transferable life-of-loan real estate tax service contracts on promptly furnish to Buyer all the related Mortgage Loans to the extent such contracts are not already in placenotices, requests, other documents, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been payments received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports Acquired Assets and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller Construction Lending Offices relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days period after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Closing Date. Seller shall forward any such payment promptly transmit to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors Buyer any payments on any Loans (which are not subsequently repurchased by Seller) made after the Mortgage Loans Closing Date and received by Seller. (5c) Seller shall mail year-end statements reporting interest income shall, at its reasonable expense, cooperate with Buyer to provide for a reasonably smooth and interest expense . statements orderly transition of the Acquired Assets from the Seller to the Buyer. (d) Seller shall, at its reasonable expense, cooperate with Buyer to cause all Mortgagors third parties (i) reasonably necessary to the operation of the Construction Lending Offices and (ii) a party to any Contract, to (y) cooperate with Buyer to provide for a reasonably smooth and orderly transition of the Acquired Assets from the Seller to the Buyer and (z) provide any consents necessary to the assignment and assumption of the Contracts and Intangible Property as may be reasonably requested by the Buyer. (e) That, upon the reasonable written request of Buyer, it will execute and deliver to Buyer, and its successors and assigns, such further instruments of sale, conveyance, assignment, and transfer, and take such other action in order to more effectively to sell, convey, grant, assign, transfer and deliver all or any portion of the Acquired Assets (excluding any Repurchased Loans). (f) Seller agrees to cooperate and provide access to appropriate records if information in the possession or control of Seller (or its Affiliates) is necessary with respect to any Liens imposed on Buyer, the Acquired Assets, or the Construction Lending Offices or for the period from January 1conduct of any regulatory matters, 1999 audits, administrative hearings, or judicial Proceedings with respect thereto. (g) Seller agrees to allow the Buyer to negotiate with all employees of the Seller who are employed at any Construction Lending Office with the intention of possibly entering into an employment relationship with such employees following the Closing as the Buyer may determine. Nothing herein express or implied shall confer upon any employee of Seller, or any union, collective bargaining agent or other person or entity, any rights or remedies (including, but not limited to, any right to employment, or continued employment, for any specified period) or any right to any particular employment related benefits in connection with any employment of any nature or kind whatsoever with the Buyer. Seller shall be responsible for all accrued but unpaid obligations to each employee of Seller and all employment matters related to the Construction Lending Offices through and including the Transfer Closing Date. Buyer shall assume no obligations or liabilities whatsoever of Seller in respect of workers’ compensation, severance, payroll and/or unemployment tax, pension, profit-sharing, health insurance or other employment related benefit liabilities in respect of any employees of Seller employed by Buyer at or after the Closing Date. (ch) Purchaser Seller acknowledges and agrees that during the Due Diligence Period, Buyer and its Representatives shall not be required allowed to assume any representations and warranties made by Seller to any third partyconduct, or made continue to conduct, a due diligence review with respect to the Acquired Assets and the Construction Lending Offices (the “Due Diligence”). In connection with the Due Diligence, Seller by any entity that sold a Mortgage Loan and its Representatives shall use their best efforts to Seller(i) cooperate with Buyer and its Representatives, (ii) provide all material information, and all documents and other tangible items containing or relating to such information, relating to the underwritingAcquired Assets and the operation of the Construction Lending Offices reasonably requested by Buyer, origination or prior servicing any of its Representatives and (iii) permit the Buyer and its Representatives to inspect any of the Mortgage LoansAcquired Assets or Construction Lending Offices. Buyer and its Representatives shall use their best efforts to conduct the Due Diligence in a manner so as not to unreasonably disrupt the operations of the Seller or the Construction Lending Offices.

Seller’s Covenants. Seller covenants 14.1. Following the date of this Agreement and agrees to and including the Closing, Sellers shall, or shall cause the manager of the Premises to, continue normal maintenance and management of the Premises and operation and marketing of the Hotels in the ordinary course of business. Sellers will terminate their existing management agreement at or prior to Closing. If requested by Purchaser, Sellers will cooperate with Purchaser in its attempt to take negotiate an agreement with Sellers' management company for such management company to continue managing the Properties on Purchaser's behalf and at Purchaser's cost for one month following actions, at Seller's own expense, it being understood by the parties hereto that Closing in order to facilitate the following actions transition of ownership. No claim may be undertaken asserted under this Section 14.1 after the Closing. 14.2. All taxes levied against the Premises which were or shall be due and payable prior to the Closing shall be paid in full by Seller's designee:Sellers on or prior to the Closing. (a) Prior 14.3. All payments which are due and payable prior to each Transfer Date: (1) Seller the Closing Date under any Contract shall inform all hazardbe made by Sellers at or prior to the Closing. Sellers shall not enter into new contracts or amend, flood, earthquake, private mortgage and cancel or renew any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan existing Contracts after the Date of the transfer and request a change this Agreement except in the loss payee mortgage endorsement clause ordinary course of business. Any such new Contract entered into after the Date of this Agreement shall, unless Purchaser otherwise consents, provide that it may be cancelled on not more than 30 days' notice by Sellers at no penalty or cost. 14.4. Sellers shall maintain the present level of fire and casualty insurance on the Premises up to Purchaser's nameand including the Closing. 14.5. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller Sellers shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide deliver to Purchaser a list report itemizing room sales per month, occupancy and ADR through a date which is not later than one month prior to the Closing Date. 14.6. Prior to the Closing Date, Sellers shall not deplete inventories of any of the Hotels below their normal levels. Purchaser shall have seven (7) Business Days following Closing to confirm that Sellers did not breach this covenant and to assert any related claim (Purchaser hereby waiving any right to assert any such claim after such seven (7) Business Day Period), except that, (i) no claim may be asserted against Sellers under this Section 14.6 unless the aggregate amount of all related Mortgage Loans covered claims under this Section 14.6 against Sellers is in excess of $15,000, and (ii) the maximum aggregate liability of Sellers under or in connection with this Section 14.6 (as a result of any breach hereof or inaccuracy therein, or otherwise) shall not exceed $120,000, and Sellers shall not have liability under or in connection with this Section 14.6 in excess of such maximum aggregate amount. 14.7. No claim may be asserted by force placed insurance either party for breach of the covenants contained in Sections 14.2, 14.3, and 14.4 (collectively, the "Ninety Day Covenants") except during the 90 day period immediately following the Closing and all claims for breach of such Ninety Day Covenants asserted during such period may continue to be asserted after such period only if during such period the claiming party provided the other party specific and detailed written notice thereof and commenced and diligently prosecuted a law suit against the other in connection therewith. The parties agree that will (i) no claim may be canceled asserted against Sellers under the Ninety Day Covenants unless the aggregate amount of all claims under the Ninety Day Covenants against Sellers is in excess of $100,000, and (ii) the maximum aggregate liability of Sellers under or in connection with the transfer Ninety Day Covenants and the Ease Reps, in the aggregate shall not exceed $3 million, and Sellers shall not have liability under or in connection with the Ninety Day Covenants and/or the Base Reps in excess of such maximum aggregate amount. 14.8. None of the related Servicing Rights to PurchaserSellers' covenants set forth in this Agreement shall survive the Closing unless otherwise expressly set forth herein. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any of the Mortgage Loans.

Seller’s Covenants. Seller hereby covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeeas follows: (a) Prior during the Contract Period, except for the contracts entered into by Seller pursuant to each Transfer Date: (1Section 4.2(d) below, Seller shall inform all hazard, flood, earthquake, private mortgage will not enter into any service contracts binding upon Buyer other than in the ordinary course of business and any other insurance companies and/or their agents providing insurance on terms consistent with respect to any related Mortgage Loan then current market conditions and which permit cancellation by the owner of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts Property on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. forty-five (345) Seller shalldays' notice, no later than fifteen (15) days without Buyer's prior to the related Transfer Dateapproval, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters which approval shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, unreasonably withheld and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file deemed given if Buyer should fail to approve or disapprove any proposed contract in writing within five business days following Seller's request for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans.action; (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause during the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer DateContract Period, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as not enter into any leases or other binding occupancy commitments for any portion of the Transfer DateReal Property (other than those leases and commitments contemplated hereby) without Buyer's prior approval, reporting all unposted payments which approval shall not be unreasonably withheld and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded deemed given if Buyer should fail to Purchaser approve or disapprove any proposed lease or commitment in writing within five (5) Business Days working days following the day on which the correspondence is received by Seller's request for such action. The correspondence cost to landlord of any commissions and/or tenant improvements payable in connection with any such leases or commitments which become effective at any time during the Contract Period shall be forwarded prorated between Buyer and Seller, based on the initial term of the lease or commitment, as of the Closing Date. Buyer shall be responsible for all such costs for any leases or commitments commencing after the Closing Date. Any and all leases and commitments entered into pursuant to Purchaser via overnight courier this Section 4.2(b) shall be assigned to, and assumed by, Buyer pursuant to the Assignment of Leases (as defined in Section 6.1(a) below). Nothing in this Agreement shall obligate Seller to attempt to obtain tenants for any portion of the Real Property or to execute leases or commitments for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date.same; (c) Purchaser during the Contract Period, Seller will use all reasonable efforts to obtain the consent of any and all third parties required in order to transfer to Buyer each and every item of Intangible Property listed on EXHIBIT 8; (d) during the Contract Period, Seller shall continue its efforts to (i) implement the installation of monitoring xxxxx in accordance with the Order, and (ii) develop the technical report and the engineering report described in paragraph D.6.a and paragraph D.6.b of the Order, respectively, and coordinate with Buyer with respect to such efforts. Seller shall use reasonable efforts to complete these tasks prior to the Closing Date; provided that Seller shall not be required obligated to assume any representations spend in the aggregate more than $40,000 with respect to accomplishing such tasks; and warranties made further provided that failure to complete such tasks shall not be a breach of this Agreement by Seller or allow Buyer to any third party, delay the Closing Date or made to terminate this Agreement. If Seller by any entity that sold a Mortgage Loan to Seller, relating has not completed such tasks prior to the underwritingClosing Date, origination or then Seller shall be obligated to reimburse Buyer for its reasonable costs and expenses incurred in completing such tasks up to a maximum aggregate amount equal to $40,000 less the aggregate amount spent by Seller prior servicing to the Closing Date with respect to the completion of such tasks; and (e) during the Contract Period, Seller shall not make any material and adverse physical changes to the Property, and shall continue to manage the Property substantially in the manner they are being managed as of the Mortgage Loansdate of this Agreement; provided that nothing in this Section 4.2(e) shall prevent Seller from operating the Business in the ordinary course of business.

Seller’s Covenants. Seller hereby covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeeas follows: (a) Prior During the Contract Period, Sellers will exercise reasonable and good faith efforts to each Transfer Date:operate and maintain the Properties in a manner consistent with current practices, including, without limitation, fulfilling obligations under all Leases, Loans, REAs and the Ground Lease; (1b) Seller During the Contract Period, Sellers will not sell or otherwise dispose of any significant items of Personal Property unless replaced with an item of like value, quality and utility; (c) During the Contract Period, Sellers shall inform all hazardnot enter into or modify any agreements relating to the operation or maintenance of a Property, flood, earthquake, private mortgage and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan of the transfer and request a change except for those entered into in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller shall cause such policy to be canceled as ordinary course of the related Transfer Date, business and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts which are cancelable upon not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after prior notice or those otherwise approved by Buyer, which approval shall not be unreasonably withheld and shall be deemed given if Buyer should fail to approve or disapprove proposed contract matters in writing within three (3) business days following Seller's written request. At Buyer's written request, Sellers shall deliver notice of termination on the Transfer Closing Date as to any and all Contracts that Buyer desires to terminate, provided that such termination shall be effective following any notice or waiting period for such termination described in the Contract and that Sellers shall be required to bear any termination or cancellation fee or charge that may be assessed under such Contract based upon an early termination. Notwithstanding the foregoing, Sellers shall terminate all property management agreements, if any, relating to the Properties as of the Closing Date. Seller ; (d) During the Contract Period, Sellers will send not execute or modify in any material fashion any Leases, (i) without promptly notifying Buyer of the proposed Lease or modification and providing Buyer with copies of the proposed lease or modification documents and (ii) as to Purchaserany lease or modification, other than (A) on terms within the range of the leasing guidelines negotiated reasonably and Purchaser will pay, any bills received on or after in good faith by the Transfer Date and any such bills received parties prior to the Transfer Date close of the Due Diligence Period and initialed to confirm approval or (B) with Buyer's prior consent, which Seller is consent shall be deemed given as to the In-Negotiation Leases (and the budgets for leasing costs attendant to such leases set forth on Exhibit ------- C), shall be deemed given if Buyer should fail to approve or disapprove proposed - lease matters in writing within 5 business days following Seller's written request and, prior to the end of the Due Diligence Completion Date, shall not required be unreasonably withheld or delayed with respect to pay pursuant matters or terms not addressed in the approved leasing guidelines. Buyer shall exercise its rights of approval of leasing matters in good faith. Sellers shall exercise reasonable efforts to this subparagraph.continue to lease the Properties in a fashion consistent with current practices; (6e) Available computer During the Contract Period, Sellers shall not modify or like records reflecting amend the status Loan Documents under the Assumed Loans, or make any prepayments thereunder; (f) During the Contract Period, Sellers shall not voluntarily create, consent to or acquiesce in the creation of paymentsliens or exceptions to title other than the Permitted Exceptions without Buyer's prior written consent, balances and other pertinent information on provided that Buyer shall not unreasonably withhold or delay consent to any proposed matters affecting title necessary to maintain or enhance the Mortgage Loans as value of the Transfer Date pertinent Property; (such information g) During the Contract Period, Sellers shall includemaintain all-risk policies of property insurance and rental loss insurance for the Improvements in coverage, but not be limited toterms and conditions and with deductibles substantially consistent with Sellers' property insurance package currently in effect (the terms of which are set forth in the Disclosure Materials); and (h) Sellers shall cooperate with Buyer in Buyer's pursuit, comprehensive tax at Buyer's cost, of recertifications of surveys, environmental and insurance information physical inspection reports prepared for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller Sellers with respect to the Mortgage LoansProperties for the benefit of Buyer, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be Buyer's nominee in a format and storage medium acceptable for conversion to Purchasertitle or any lender. Buyer's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation securing of such escrow/impound balances. (2) Within five (5) Business Days after certifications shall not operate as a condition to closing; Except for the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters payment of its own transaction expenses and the like. Such items shall be forwarded to Purchaser within five Assumed Loan Transaction Costs (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafteras defined below), Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser Buyer shall not be required to assume any representations and warranties made by Seller pay Loan Assumption Fees, agree to any third partymaterial changes in the Assumed Loans, or made otherwise incur any additional obligations and/or liabilities in connection with obtaining the lender consents. Buyer shall cooperate with Sellers and such lenders and respond to Seller requests by any entity that sold such lenders in a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any of the Mortgage Loanstimely manner.

Seller’s Covenants. Seller covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designee: (a) Prior During any Restricted Period (as defined below) occurring prior to each Transfer Date: (1) the date on which Seller shall inform have paid in full all hazardof its obligations hereunder, floodSeller shall not, earthquakewithout the prior written consent of Buyer, private mortgage and (x) pay any indebtedness outstanding on the Effective Date to, or repurchase price under a repurchase agreement outstanding on the Effective Date with, a party (other insurance companies and/or their agents providing insurance than Buyer) earlier than the scheduled due or repurchase date thereof or (y) provide security, margin, additional purchased securities, collateral or other credit support for any such indebtedness or repurchase price; PROVIDED, HOWEVER that this covenant shall not prohibit (i) the refinancing or replacement of currently existing indebtedness or repurchase agreement obligations, or of indebtedness or repurchase agreement obligations incurred in accordance with respect immediately following clause (ii), in each case on terms which are, taken as a whole, at least as favorable to any related Mortgage Loan Seller as those applicable to the indebtedness or repurchase agreement being refinanced or replaced, but this covenant will apply to the refinancing or replacement repurchase agreement as if it were outstanding on the Effective Date, (ii) the incurrence by Seller of new indebtedness or of obligations under repurchase agreements, in each case on customary terms, in connection with the acquisition by Seller of the transfer and request securities or instruments securing or subject to such indebtedness or repurchase agreements, (iii) compliance by Seller with xxxx to market provisions (including providing security, margin, additional purchased securities, collateral or other credit support as a result of a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller shall cause such policy to be canceled as value of securities or otherwise) in effect under agreements outstanding on the related Transfer DateEffective Date or entered into thereafter in accordance with immediately preceding clauses (i) and (ii), and Purchaser shall cause such insurance (iv) repayment by Seller of indebtedness or of obligations under repurchase agreements to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled the extent required in connection with the transfer sale of any securities or instruments securing or subject to such indebtedness or repurchase agreements. A Restricted Period exists whenever (a) an Event of Default exists as a result of the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors failure of the change in servicer from Seller to Purchaser by written pay a Repurchase Price or eliminate a Margin Deficit when required under the Agreement or any other repurchase agreement between Seller and Buyer or an affiliate of Buyer or (b) any other Event of Default exists of which Buyer has given notice to Seller, in accordance with applicable law; provided, however, the content and format each case regardless of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee whether Buyer has exercised or intends to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering exercise any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller remedies with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loansthereto. (b) After each Transfer Seller shall use its best efforts to arrange for the resecuritization, third-party financing, alternative repurchase agreement placement or other disposition or financing of all Purchased Securities which are not Wilshire-Serviced Securities as soon as possible. In the event that any Transactions for such non-Wilshire-Serviced Securities remain outstanding on the Effective Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer Pricing Rate applicable to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items Transactions shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received automatically increased by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments 1.50% per annum commencing on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Effective Date. (c) Purchaser Seller shall not use its best efforts to arrange for the resecuritization, third-party financing, alternative repurchase agreement placement or other disposition or financing of all Purchased Securities which are Wilshire-Serviced Securities by no later than April 30, 2000 (or as soon thereafter as possible). In the event that any Transactions for such Securities remain outstanding (i) after April 30, 2000, the Pricing Rate applicable to such Transactions shall be required automatically increased by 0.50% per annum commencing on May 1, 2000 and (ii) after June 30, 2000, the Pricing Rate applicable to assume any representations and warranties made such Transactions shall be automatically increased by Seller to any third partyan additional 0.50% per annum (an aggregate of 1.00% per annum over the original Pricing Rate specified in Section 1(b) above) commencing on July 1, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any of the Mortgage Loans2000.

Seller’s Covenants. Seller covenants and agrees with Purchaser to take that during the period from the Agreement Date through the Closing Date, or earlier termination of this Contract, Seller will perform the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeecovenants: (a) Prior Seller shall operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to each Transfer the Agreement Date:, reasonable wear and tear excepted. Seller shall deliver the Property at Closing in substantially the same condition as it was on the Agreement Date, reasonable wear and tear excepted. None of the Personal Property shall be removed from the Property, unless replaced by personal property of equal or greater utility or value. (1b) Seller shall inform all hazard, flood, earthquake, private mortgage and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to Purchaser. (2) Seller shall cause its designee make commercially reasonable efforts to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans and deliver to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shallBuyer, no later than fifteen five (155) business days prior to the related Transfer Closing Date (the “Estoppel Return Date”), cause its Current Servicer to inform all Mortgagors a tenant estoppel certificate in substantially the form of Exhibit I attached hereto executed by each tenant at the change in servicer from Seller to Purchaser by written notice in accordance with applicable lawProperty; provided, however, the content and format form of tenant estoppel certificate shall reflect appropriate changes thereto for any tenant that has specific requirements in its Lease regarding the form of the tenant estoppel certificate. An executed tenant estoppel certificate in the form of Exhibit I (as such letters shall have form may be changed for any tenant that has specific requirements in its Lease regarding the prior approval form of Purchaser. the tenant estoppel certificate) is herein referred to as a “Tenant Estoppel.” Seller shall deliver each Tenant Estoppel to Buyer promptly provide Purchaser with copies following Seller’s receipt thereof. Notwithstanding anything contained herein to the contrary, it shall be a condition precedent to the obligation of all Buyer to consummate the transaction that is the subject of this Agreement that Seller deliver to Buyer, on or before the Estoppel Return Date, Tenant Estoppels executed by (a) tenants occupying, in the aggregate, at least eighty percent (80%) of the leased square footage at the Property, and (b) each tenant that leases more than five thousand (5,000) square feet at the Property (such notices. (4) Upon reasonable prior request condition being herein referred to as the “Tenant Estoppel Condition”). In the event that Seller is unable to satisfy the Tenant Estoppel Condition by Purchaserthe Estoppel Return Date, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium not be in default under this Agreement. However, if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller Tenant Estoppel Condition is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans fulfilled as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Estoppel Return Date, including a trial balance and reports of collectionsthen, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any of the Mortgage Loans.three

Seller’s Covenants. From and after the Date of Agreement through the Closing Date, Seller covenants and agrees with Purchaser to take the following actions, Seller’s agents shall at Seller's own ’s expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designee: (a) Prior use commercially reasonable efforts to each Transfer Date: deliver to Purchaser, an estoppel letter substantially in the form attached as Exhibit J (1) Seller shall inform all hazardor, flood, earthquake, private mortgage and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan tenant, such other form or requirements as may be provided for in such tenant’s Lease), certified to Purchaser from each tenant at the Property. However, obtaining such estoppel letters in Acceptable Form (as defined below) in sufficient time to enable Purchaser to conduct a reasonable review thereof prior to the Closing (not less than one (1) business day prior to Closing) from tenants who in the aggregate occupy at least eighty percent (80%) of the transfer aggregate occupied rentable space of the Property shall be the “Estoppel Condition”. “Acceptable Form” shall mean that the estoppel letters do not disclose the existence of any uncured defaults beyond any applicable notice and request a change in cure periods and do not contain any information materially inconsistent with the loss payee mortgage endorsement clause to Purchaser's nameterms of the applicable lease. With respect to each related Mortgage Loan that is covered by a force placed insurance policyPromptly after the Date of Agreement, Seller shall cause such policy prepare the estoppel forms and deliver them via email to be canceled as of Purchaser for review and confirmation that they have been completed in accordance with the related Transfer Date, and applicable Lease provisions. Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to Purchaser. have two (2) business days to review and comment thereon. Seller shall cause its designee incorporate and/or reconcile Purchaser’s timely comments, if any, and thereafter Seller shall promptly deliver the estoppels to obtain transferable life-of-loan real estate tax service contracts on the applicable tenants. Seller’s failure to satisfy the Estoppel Condition shall in no instance constitute a default by Seller under this Agreement and in the event of such failure, Purchaser’s sole right shall be either to terminate this Agreement in which case the Xxxxxxx Money, and all interest earned thereon, shall be returned to Purchaser, or to waive the related Mortgage Loans Estoppel Condition (to the extent not satisfied) and proceed with the Closing. Notwithstanding the foregoing, the parties agree that Seller shall have a one-time right to extend the Closing Date for up to 30 days in order to attempt to satisfy the Estoppel Condition upon the giving of notice of such contracts are not already in place, and shall assign and transfer all such contacts election to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. least two (32) Seller shall, no later than fifteen (15) business days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer then existing Closing Date. In addition, Seller agrees that upon Purchaser's reasonable request, Seller shall assist the request of Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating prior to the Mortgage Loans as of the related Transfer Approval Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to the tenants at the Property, a reasonable form of subordination non-disturbance and attornment agreement prepared by Purchaser any correspondence received (“SNDA”) and shall request that the tenants execute and return the SNDAs prior to Closing. Purchaser expressly agrees that the failure to obtain SNDAs is not a default or breach by Seller relating to under this Agreement nor is the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any of the Mortgage LoansSNDAs a precondition to Purchaser’s obligations hereunder.

Seller’s Covenants. Seller covenants and agrees with Purchaser to take that between the following actions, at Seller's own expense, it being understood by Effective Date and the parties hereto that the following actions may be undertaken by Seller's designee: (a) Prior to each Transfer Closing Date: (1) Seller shall inform all hazardA. As soon as reasonably possible after Seller’s receipt of written notice from any governmental authority of the institution of any proceedings for the condemnation of the Real Property, floodor any portion thereof, earthquake, private mortgage and or any other insurance companies and/or their agents providing insurance with respect proceedings arising out of injury or damage to the Real Property, or any related Mortgage Loan portion thereof, Seller will notify Purchaser of the transfer pendency of such proceedings. B. At Purchaser’s written request delivered to Seller at least ten (10) days before Closing and request a change in specifying the loss payee mortgage endorsement clause Contracts to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policybe cancelled, Seller shall cause such policy to will give notice of termination at Closing for all Contracts specified in Purchaser’s request which can be canceled as cancelled with thirty (30) days’ notice and without payment of the related Transfer Datea termination fee or penalty, and Purchaser shall cause assume such insurance to be provided by its force placed carrier as Contracts for the unexpired balance of such Transfer Date. On- each Transfer Datethirty (30) day period. C. If Seller intends to enter into any new Lease or Lease modification (collectively the “Lease Transaction(s)”) prior to the expiration of the Review Period, and whether or not the Agreement of Purchase and Sale 1751891_4 terms of such Lease Transaction(s) provide for Seller to perform, pay or contract for any tenant improvement work or additional landlord work required pursuant to such Lease Transaction(s), or to pay or contract for any leasing commissions or to grant any free rent period or other financial concessions (collectively the “Lease Costs”), then at least 48 hours prior to the execution by Seller of any document(s) concerning such Lease Transaction(s), Seller shall provide to Purchaser for review and comment (but not approval), a list copy of the proposed agreement of lease or Lease modification as well as a statement as to the amount of the applicable leasing commissions. If Purchaser does not terminate this Agreement before the end of the Review Period, then following the expiration of the Review Period and until the Closing Date, Seller shall not, without Purchaser’s prior written consent, which consent shall not unreasonably be withheld, delayed or conditioned: enter into any other Leases. Seller shall receive a credit at Closing for all Lease Costs paid by Seller after the Effective Date of this Agreement and prior to Closing, and Purchaser agrees to assume full liability for the timely payment and performance of all related Mortgage Loans covered by force placed insurance that will be canceled outstanding Lease Costs in connection accordance with the transfer of terms thereof. Purchaser’s obligations under the related Servicing Rights to Purchaser. (2) Seller preceding sentence shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in placesurvive Closing, and shall assign control over any provision in the Assignment and transfer all such contacts Assumption to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loancontrary. (3) D. Purchaser expressly acknowledges and agrees that Seller shall, has no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller obligations with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and Property that survive Closing except as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting specifically set forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Sellerherein. The correspondence provisions of this Section 13.D. shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereaftersurvive Closing. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any of the Mortgage Loans.

Seller’s Covenants. Seller covenants 14.1. Following the date of this Agreement and agrees to and including the Closing, Sellers shall, or shall cause the manager of the Premises to, continue normal maintenance and management of the Premises and operation and marketing of the Hotels in the ordinary course of business. Sellers will terminate their existing management agreement at or prior to Closing. If requested by Purchaser, Sellers will cooperate with Purchaser in 41 its attempt to take negotiate an agreement with Sellers' management company for such management company to continue managing the Properties on Purchaser's behalf and at Purchaser's cost for one month following actions, at Seller's own expense, it being understood by the parties hereto that Closing in order to facilitate the following actions transition of ownership. No claim may be undertaken asserted under this Section 14.1 after the Closing. 14.2. All taxes levied against the Premises which were or shall be due and payable prior to the Closing shall be paid in full by Seller's designee:Sellers on or prior to the Closing. (a) Prior 14.3. All payments which are due and payable prior to each Transfer Date: (1) Seller the Closing Date under any Contract shall inform all hazardbe made by Sellers at or prior to the Closing. Sellers shall not enter into new contracts or amend, flood, earthquake, private mortgage and cancel or renew any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan existing Contracts after the Date of the transfer and request a change this Agreement except in the loss payee mortgage endorsement clause ordinary course of business. Any such new Contract entered into after the Date of this Agreement shall, unless Purchaser otherwise consents, provide that it may be cancelled on not more than 30 days' notice by Sellers at no penalty or cost. 14.4. Sellers shall maintain the present level of fire and casualty insurance on the Premises up to Purchaser's nameand including the Closing. 14.5. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller Sellers shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide deliver to Purchaser a list report itemizing room sales per month, occupancy and ADR through a date which is not later than one month prior to the Closing Date. 14.6. Prior to the Closing Date, Sellers shall not deplete inventories of any of the Hotels below their normal levels. Purchaser shall have seven (7) Business Days following Closing to confirm that Sellers did not breach this covenant and to assert any related claim (Purchaser hereby waiving any right to assert any such claim after such seven (7) Business Day Period), except that, (i) no claim may be asserted against Sellers under this Section 14.6 unless the aggregate amount of all related Mortgage Loans covered claims under this Section 14.6 against Sellers is in excess of $15,000, and (ii) the maximum aggregate liability of Sellers under or in connection with this Section 14.6 (as a result of any breach hereof or inaccuracy therein, or otherwise) shall not exceed $120,000, and Sellers shall not have liability under or in connection with this Section 14.6 in excess of such maximum aggregate amount. 42 14.7. No claim may be asserted by force placed insurance either party for breach of the covenants contained in Sections 14.2, 14.3, and 14.4 (collectively, the "Ninety Day Covenants") except during the 90 day period immediately following the Closing and all claims for breach of such Ninety Day Covenants asserted during such period may continue to be asserted after such period only if during such period the claiming party provided the other party specific and detailed written notice thereof and commenced and diligently prosecuted a law suit against the other in connection therewith. The parties agree that will (i) no claim may be canceled asserted against Sellers under the Ninety Day Covenants unless the aggregate amount of all claims under the Ninety Day Covenants against Sellers is in excess of $100,000, and (ii) the maximum aggregate liability of Sellers under or in connection with the transfer Ninety Day Covenants and the Base Reps, in the aggregate shall not exceed $3 million, and Sellers shall not have liability under or in connection with the Ninety Day Covenants and/or the Base Reps in excess of such maximum aggregate amount. 14.8. None of the related Servicing Rights to PurchaserSellers' covenants set forth in this Agreement shall survive the Closing unless otherwise expressly set forth herein. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any of the Mortgage Loans.

Seller’s Covenants. Seller covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeeBuyer as follows: (a) Prior At all times from the Effective Date to each Transfer Date: (1) Seller shall inform all hazard, flood, earthquake, private mortgage and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Closing Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by maintain in force placed property insurance that will be canceled and commercial general liability insurance covering the Real Property and the Improvements in connection accordance with the transfer of the related Servicing Rights to PurchaserSeller's past practices. (2b) At all times from the Effective Date to the Closing Date, Seller shall keep and perform or cause to be kept and performed all of the material obligations to be performed by the landlord under the Lease. (c) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all not, without Buyer's prior consent, modify, terminate or amend the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage LoanLease. (3d) After the Effective Date, Seller shall not remove any Personal Property from the Improvements without replacing it with items of like kind and quality. (e) Seller shallagrees to obtain Buyer's written approval prior to entering into any new Service Contract that is not terminable on thirty (30) days notice. (f) Seller will manage, no later than fifteen operate, repair and maintain the Property in generally the same manner as it managed, operated, repaired and maintained the same prior to the date hereof and, to its reasonable ability, will keep the Property in its present state of repair subject to normal wear and tear, exercising the same degree of care in such matters as Seller has previously exercised. (15g) Seller will use its reasonable business efforts to renew all of the licenses and permits applicable to the Property and which are necessary for the continued operation of the Property as they expire from time to time and shall notify Buyer at least thirty (30) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors expiration date or threatened cancellation date of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such noticesany license or operating permit. (4h) Upon reasonable prior request Seller will not cause any action to be taken which would cause any of the representations or warranties made by PurchaserSeller in this Contract to be false on or as of Closing Date. (i) Seller shall not enter into or record any easement, covenant, license, permit, agreement or other instrument against the Property or any portion thereof except as may be required to enable Seller to perform its obligations under this Contract or to operate in the ordinary course of business. (j) Effective as of the Closing, Seller shall permit review by Purchaser terminate all management agreements relating to the Property. (k) Seller shall not change the existing use of the Property. (l) Seller shall not knowingly violate or fail to use commercially reasonable efforts to prevent the violation of any applicable laws in any way related to the Property. (m) Seller shall not materially alter the manner of keeping its books, accounts or records or the accounting methods therein reflected. (n) Buyer has advised Seller that Buyer must cause to be prepared audited financial statements in respect of the Property for up to Seller's three most recent fiscal years ended prior to the fiscal year in which the Closing occurs, and unaudited financial statements in respect of the Property for the portion of Seller's servicing records and loan records fiscal year which ends on the premises Closing Date, all in compliance with the policies of Purchaser and certain laws and regulations, including, without limitation, SEC Regulation S-X, Rule 3-14. Seller agrees to use reasonable efforts to cooperate with Buyer's auditors in the preparation of such audited financial statements, at Buyer's expense (it being understood and agreed that the foregoing covenant shall survive Closing). Without limiting the generality of the preceding sentence (a) Seller shall, during normal business hours. , allow Buyer's auditors reasonable access to the books and records maintained by Seller (5and the Property's property manager) in respect of the Property; (b) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's use reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or provide to Buyer such financial information and supporting documentation as are necessary for Buyer's auditors to enable Purchaser to service the Mortgage Loans properly. prepare audited financial statements; (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any of the Mortgage Loans.

Seller’s Covenants. Seller covenants and agrees with Purchaser that prior to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeeClosing: (a) Prior Seller will assist Purchaser and Purchaser’s agents, on or before Closing, in acquiring all information necessary to each Transfer Date:enable Purchaser’s agents and Seller’s agents to compute the prorations described in Section 7.02 of this Agreement. (1b) Seller will not sell, exchange, assign, transfer, convey, lease or otherwise dispose of all or any part of the Purchased Assets or any interest therein except for Consumables and Expendables which are sold or consumed in the ordinary course of business. (c) Seller will keep the Space Leases, the Hotel Contracts, the Existing Franchise Agreement and the Permits in full force and effect, will pay all charges when due thereunder and will perform all of its obligations thereunder. (d) Seller will keep the Purchased Assets free and clear of liens and encumbrances other than the Permitted Exceptions and the lien of taxes not yet due and payable and other than such items a will be cured or removed by Seller pursuant to Section 4.02. (e) Seller will not enter into any contracts, leases, licenses, easements or other agreements relating to the Purchased Assets which will obligate Purchaser or be a charge or lien against the Property, except those necessary to continue the operation of the Hotel in the ordinary course of business and which are terminable by the owner of the Property without penalty on thirty or fewer days’ notice. (f) Seller will cause the Property to be operated and maintained in the manner in which it is being operated and maintained as of the date of this Agreement which undertaking includes, but is not limited to, (i) maintaining Consumables, Expendables and Furnishings in those quantities and at those levels present as of the Effective Date and, with respect to Expendables subject to measurement on a PAR basis, not less than 3.0 PAR of each applicable Expendable on the Closing Date, (ii) entering into Bookings in the ordinary course of business and in accordance with Seller’s historical practice at the Hotel, (iii) performing all repairs and maintenance necessary to keep the Property in good repair, to comply with Laws and to maintain at least the same condition as exists on the Effective Date and (iv) keeping the Hotel staffed with Hotel Employees in accordance with Seller’s historical practice at the Hotel. (g) Seller shall inform all hazardpermit Purchaser and its representatives, floodemployees, earthquake, private mortgage contractors and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan enter upon and inspect the Property and perform such investigations of the transfer Property and all applicable Books and Records as Purchaser may from time to time deem desirable. Purchaser and Purchaser’s agents and contractors shall have the right during the term of this Agreement to enter upon the Property at reasonable times and upon reasonable prior notice to Seller. Purchaser acknowledges and agrees that any and all inspections of the Property shall be conducted in a manner not unreasonably disruptive to tenants, guests, or otherwise to the operation of the Property and shall be performed upon reasonable prior notice to Seller. In the event Purchaser desires to conduct any physically intrusive due diligence such as sampling of soils or drilling wxxxx, Purchaser will request a change in Seller’s prior consent thereto, which consent shall not be unreasonably withheld. Purchaser agrees to indemnify Seller and hold Seller, Seller’s affiliates, officers, directors, employees, agents and representatives harmless from and against any and all losses, costs, damages, claims or liabilities, including reasonable attorneys fees but excluding consequential and punitive damages, arising out of any personal injury or property damage resulting from such entry and/or activities upon the loss payee mortgage endorsement clause Property by Purchaser, its agents, contractors and/or subcontractors pursuant to this Section except to the extent the same arise from the misconduct or negligence of Seller or Seller’s agents and/or representatives. Purchaser's name’s indemnity and hold harmless provisions pursuant to this Section shall survive the closing of this transaction or earlier termination of this Agreement. With respect In addition to each related Mortgage Loan that is covered by a force placed insurance policythe foregoing, Seller shall cause assist Purchaser and provide such policy other information as shall be required to be canceled as enable an accounting firm of Purchaser’s choosing to prepare audited financial statements of the related Transfer DateProperty for calendar years 2004 through 2005, and Purchaser the cost of which shall cause such insurance to be provided borne by its force placed carrier as Purchaser. (h) Within fifteen (15) days after the end of such Transfer Date. On- each Transfer calendar month until the Closing Date, Seller shall provide to Purchaser financial statements and STR reports for such month and on a list year-to-date basis which statements shall be prepared in accordance with the Uniform System of Accounts for Hotels and Motels and otherwise in form reasonably acceptable to Purchaser. (i) Upon Purchaser’s request, Seller shall from time to time make available a senior representative of Seller and the general manager of the Hotel at a reasonable time to meet with an asset manager of Purchaser to review the operations of the Hotel in reasonable detail, provided that Purchaser shall not contact the general manager or other executives of the Hotel until they have been advised by Purchaser of the pending sale. Seller shall advise such persons of the pending sale with reasonable promptness. (j) Seller will promptly notify Purchaser of any matter arising prior to Closing which might materially and adversely affect the condition or operation of the Hotel including, without limitation, the commencement of any litigation or proceeding or any notice of a violation of Laws issued by any governmental or quasi-governmental authority. (k) Seller will cooperate with Purchaser in all related Mortgage Loans covered by force placed insurance that will reasonable respects (which shall include, without limitation, supplying information known to Seller and execution of such documents as may be canceled legally required) in connection with the transfer of any alcoholic beverage licenses used in connection with the related Servicing Rights operation of the Hotel (the “Liquor License”) to Purchaser to Purchaser or Purchaser’s application for a new Liquor License. If the Purchaser does not obtain the transfer of the Liquor License or obtain a new Liquor License on or prior to the Closing Date then, on the Closing Date, Seller shall enter, or if Seller is not the holder of the existing Liquor License cause the holder of the existing Liquor License to enter, into an agreement (the “Interim Arrangement”) with Purchaser, in form and content reasonably acceptable to Purchaser and Seller, providing for an interim arrangement whereby Seller or such holder, as applicable, shall operate (or if legally permissible allow Purchaser or its manager to operate) the alcoholic beverage concessions at the Hotel under the existing Liquor License on behalf of Purchaser pending the transfer or issuance of the Liquor License to Purchaser or its designee. Purchaser shall indemnify, defend and hold such licensee harmless against any liabilities incurred in such operation (unless caused by such licensee’s willful or negligent conduct or omission or breach of its agreement with Purchaser) and provide adequate dram-shop insurance naming Seller and the licensee as additional insureds. (2l) Seller will promptly provide Purchaser with notice of any actual or proposed change in the assessed value of the Property or any portion of the Property (including any tentative or preliminary assessment) and of the institution or proposed institution of any proceeding (whether formal, informal, judicial or administrative) relating to any such change or proposed change. Seller will not take any action with respect to the contesting and/or resolution of the taxable assessed value of the Land and Improvements without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. (m) Seller shall cause its designee not request or initiate any proceeding or other action to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans change any zoning classification applicable to the extent such contracts are not already in place, Property or any other Law which governs the use or occupancy of the Property. (n) Seller shall terminate and pay off all equipment leases with respect to the Property and shall assign and transfer all such contacts deliver to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage LoanClosing all equipment or other items leased thereunder free and clear of all liens and encumbrances. (3o) Seller shallshall prior to the Closing obtain an estoppel certificate, in the form and substance required by Purchaser’s lender and reasonably acceptable to Purchaser and dated no later earlier than fifteen thirty (1530) days prior to the related Transfer Closing Date, cause its Current Servicer from each tenant under a Space Lease and from any owner’s association to inform all Mortgagors of which the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such noticesProperty is subject. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5p) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) ten days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Effective Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting a supplement to Exhibits C and D listing, for each Space Lease and Hotel Contract set forth all Mortgage Loan escrow/impound balances as thereon, (i) a brief description of (x) the Transfer Datespace demised under each such Space Lease and (y) the services or materials provided under each such Hotel Contract, reporting all unposted payments and unearned fees which are deemed collected as of (ii) the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day date on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty current term of such Space Lease or Hotel Contract expires, (30iii) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing brief description of any of automatic renewal provisions in each such Space Lease or Hotel Contract and (iv) the Mortgage Loanscurrent monthly rent payable under each such Space Lease and the current payments due under each Hotel Contract (on a monthly or quarterly basis, as applicable). To the extent any equipment lease is listed on Exhibit D and is not identified as such on Exhibit D as attached hereto, such supplement shall specifically identify such equipment lease as an equipment lease.

Seller’s Covenants. Seller hereby covenants and agrees with Purchaser to take Buyer that, after the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeedate of this Agreement and until Closing: (a) Prior to each Transfer Date: (1i) Seller shall inform not enter into any Service Contracts or Personal Property Leases which would continue for a period subsequent to the Closing Date without the prior written approval of Buyer, which consent may be withheld in Buyer’s sole discretion. (ii) Seller will cause the Property to be maintained and operated in the same manner as it has previously been maintained and operated in all hazardmaterial respects. (iii) Seller hereby agrees that from the date hereof until the Closing, flood, earthquake, private mortgage it will maintain in full force and any other effect fire and extended coverage insurance companies and/or their agents providing upon the Property and public liability insurance with respect to damage or injury to persons or property occurring on the Property in such amounts as is maintained by Seller on the date of this Agreement. (iv) Seller will advise Buyer promptly of any related Mortgage Loan litigation, arbitration or administrative hearing concerning or affecting the Property to which Seller is a party, of the which Seller has actual knowledge or notice. (v) Seller shall not alienate, lien, encumber or otherwise transfer and request a change all or any interest in the loss payee mortgage endorsement clause Property (other than to Purchaser's name. With respect Buyer at Closing). (vi) Subject to each related Mortgage Loan that is covered by a force placed insurance policythe Buyer not being in default of its obligations hereunder Seller shall not market, solicit, negotiate, or enter into any agreement with any party other than Buyer for the sale or transfer of any interest in the Property. (vii) Subject to the provisions of Section 6(b) hereof, Seller shall cause such policy send the Tenant Estoppel Certificates to be canceled as of the related Transfer Dateboth Tenants, and Purchaser shall cause use reasonable efforts to receive such insurance Tenant Estoppel Certificates, signed by both Tenants, prior to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to PurchaserClosing. (2viii) Seller shall promptly deliver to Buyer any notices it may hereafter receive from time to time that, if not delivered to Buyer, would cause its designee the representations and warranties set forth in Section 14(a) herein to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that be untrue if Seller is unable, made after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors ’s receipt of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all any such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any of the Mortgage Loans.

Seller’s Covenants. Between the Effective Date and the Closing or earlier termination of this Agreement, Seller covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeeas follows: (a) Prior Seller shall continue to each Transfer Date:maintain, operate, and lease the Property in substantially the same manner in which Seller is currently operating, maintaining and leasing the Property. (1b) Seller shall inform not enter into, materially modify or terminate any Service Contracts or other similar arrangements without the prior consent of Purchaser, except those service contracts that are not to be assumed by Purchaser or deemed reasonably necessary by Seller which are cancellable on thirty (30) days' notice. (c) Seller shall maintain all hazardcasualty, flood, earthquake, private mortgage liability and any other hazard insurance companies and/or their agents providing insurance currently in force with respect to any related Mortgage Loan of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to PurchaserProperty. (2d) Seller shall cause its designee not sell or otherwise transfer or dispose of the Property, nor shall Seller initiate, consent to, approve or otherwise take any action with respect to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans zoning applicable to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage LoanProperty. (3e) If prior to the Closing, Seller shallbecomes aware that any representation or warranty set forth in this Agreement that was true and correct on the Effective Date has become materially incorrect due to changes in conditions or the discovery by Seller of information of which Seller was unaware on the Effective Date, no later then Seller shall immediately notify Purchaser thereof and the representations and warranties set forth herein which are to be remade and reaffirmed by Seller at the Closing shall be supplemented by such new information. If such notification occurs after expiration of the Due Diligence Period, and if in Purchaser's reasonable judgment such change in condition or new information has a material adverse impact on the Property, Purchaser may elect within ten (10) days after receipt of such notice (or, if such notice is received less than fifteen (15) ten days prior to the related Transfer Closing Date, cause its Current Servicer Purchaser may elect on or before the Closing Date) to inform all Mortgagors of the change in servicer from Seller to Purchaser by provide written notice to Seller of Purchaser's intent to terminate this Agreement in accordance with applicable lawParagraph 7 (subject to Paragraph 13); provided, however, the content and format of such letters shall have the prior approval of Purchaser. that Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser may within five (5) Business Days following the day on which the correspondence days after receipt of such termination notice (or, if such termination notice is received by less than five days prior to the Closing Date, on or before the Closing Date) notify Purchaser of Seller. The correspondence 's intent to cure the condition causing such misrepresentation prior to Closing, in which event Seller's cure of such condition shall be forwarded a condition precedent to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafterPurchaser's obligations hereunder. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any of the Mortgage Loans.

Seller’s Covenants. Seller covenants and agrees with Purchaser to take that during the following actionsperiod from the Effective Date through the Closing Date, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designee: (a) Prior to each Transfer Date: (1) Seller shall inform all hazard, flood, earthquake, private mortgage and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan or earlier termination of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policythis Contract, Seller shall cause such policy to be canceled as of perform the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, following covenants: 7.5.1 Seller shall provide use commercially reasonable efforts to Purchaser continue to operate and maintain the Property in a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection manner generally consistent with the transfer of manner in which Seller has operated and maintained the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days Property prior to the related Transfer Datedate hereof. 7.5.2 A copy of any amendment, cause its Current Servicer renewal, extension, termination, or expansion of an existing Lease or of any new Lease that Seller wishes to inform all Mortgagors execute between the Effective Date and the date of the change in servicer from Seller Closing (“New Lease Documents”) shall be submitted to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held execution by Seller, . Purchaser agrees to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, notify Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within writing within five (5) Business Days after Purchaser’s receipt thereof of either its approval or disapproval of any New Lease Documents, including all Leasing Expenses (defined below) to be incurred in connection therewith. In the Transfer Date, event Purchaser fails to notify Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as in writing of Purchaser’s approval or disapproval within the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days business day period set forth above, Purchaser shall be deemed to have approved such New Lease Document. At Closing, Purchaser shall (a) reimburse Seller for any tenant inducement costs, tenant improvement costs, tenant allowances, leasing commissions (whether paid to an in-house, affiliated or third party leasing agent or broker) or other expenses, including legal fees (collectively, “Leasing Expenses”), paid by Seller in connection with or pursuant to any New Lease Documents entered into on or after the Transfer Effective Date, and (b) assume all Leasing Expenses relating to such New Lease Documents not paid by Seller prior to the Closing Date. Seller shall be responsible for all outstanding Leasing Expenses due and payable as of the Closing Date related to all leases executed prior to the Effective Date (the “Existing Leasing Expense Obligations”), and to the extent Mortgage Loan histories are availablesuch Existing Leasing Expense Obligations have not been paid by Seller as of Closing, Purchaser shall be entitled to a credit at Closing in the amount of the unpaid portion of such Existing Leasing Expense Obligations, and Purchaser shall assume all such unpaid portion of the Existing Leasing Expense Obligations as and when they become due; provided, however, that none of the Leasing Expenses referenced in Schedule 7.5.2 shall be included as Existing Leasing Expense Obligations, Seller shall not be obligated to pay (nor shall Purchaser be entitled to any credit for) such Leasing Expenses, and Purchaser shall be liable for paying all such Leasing Expenses referenced on Schedule 7.5.2. In the event that Seller has funded any of the Leasing Expenses listed in Schedule 7.5.2 prior to Closing, Purchaser shall credit Seller for such amounts at Closing. 7.5.3 Seller shall not enter into, renew, extend, amend, or modify any Operating Contracts or other agreements affecting the Property (other than agreements that are terminable on no more than 30 days’ prior notice without penalty) without Purchaser’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. 7.5.4 Seller shall promptly advise Purchaser of any written notice of litigation received by Seller that will materially and negatively affect the ownership or operation of the Property or Seller’s ability to perform its obligations under this Contract. 7.5.5 Seller shall not voluntarily encumber the Property, except as required by court order or as required by law. 7.5.6 Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser Mortgage Loan histories prior to the Closing Date “Estoppel Certificates” (herein so called), in bulk or electronically. substantially the form attached hereto as Exhibit G, executed by space tenants under all Leases, and “Ground Lessor Estoppels,” in substantially the form attached hereto as Exhibit O, executed by the ground lessors under the Ground Leases. It shall be a condition to Purchaser’s obligation to close that (3a) Seller shall deliver have delivered the Ground Lessor Estoppels with respect to Purchaser any correspondence received all of the ground lessors under the Ground Leases and (b) Seller shall have delivered Estoppel Certificates for tenants who comprise seventy percent (70%) (the “Required Percentage”) of the total leased square footage of the Improvements. If Seller has not been able to obtain some or all of the Ground Lessor Estoppels by the Closing Date, despite having used its commercially reasonable efforts to do so, Seller shall have the right, at its sole option, to provide an estoppel certificate executed by Seller relating in the form of Exhibit P attached hereto (the “Seller Ground Lease Estoppel”) for the Ground Leases for which Seller has been unable to obtain Ground Lessor Estoppels. If Seller has not been able to obtain the Required Percentage of Estoppel Certificates by the Closing Date, despite having used its commercially reasonable efforts to do so, Seller shall have the right, at its sole option, to provide an estoppel certificate executed by Seller in the form of Exhibit M (the “Seller Estoppel”) for Leases covering a total square footage of space in the Improvements that, when added to the Mortgage Loans after Estoppel Certificates received from tenants, total the Transfer Required Percentage; provided that if Seller has delivered Estoppel Certificates for tenants comprising less than sixty-five percent (65%) of the total leased square footage of the Improvements by the Closing Date, such as tax billsPurchaser shall have the right, insurance billsin its sole discretion, borrower letters and to (a) postpone the like. Such items shall be forwarded Closing Date for up to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent by giving Seller notice of such election, (b) accept a Seller Estoppel and proceed to Closing, or (c) terminate this Contract and the Greenway Contract pursuant to the Transfer immediately following sentence. Purchaser’s sole remedy for Seller’s failure to obtain the required Estoppel Certificates and the required Ground Lease Estoppels pursuant to this Section 7.5.6, having used its commercially reasonable efforts to do so, shall be to terminate this Contract and the Greenway Contract and receive the Xxxxxxx Money (less the Independent Contract Consideration) from Seller; notwithstanding the foregoing, if Purchaser elects to accelerate the Closing Date pursuant to Section 9.1, Purchaser shall waive its rights to (a) postpone the Closing Date in order to receive the Required Percentage of Estoppel Certificates, (b) require Seller to deliver any Seller Estoppels, (c) require Seller to deliver any Seller Ground Lessor Estoppels, and via regular mail thereafter. (4d) terminate this Contract and the Greenway Contract if Seller shall deliver fails to obtain the Required Percentage of Estoppel Certificates and all of the Ground Lessor Estoppels pursuant to this Section 7.5.6, having used its commercially reasonable efforts to do so. If Seller provides one or more Seller Estoppels covering any Lease or Leases for which an Estoppel Certificate is subsequently delivered to Purchaser any payments on the Mortgage Loans received by (a “Superseded Seller from the related Mortgagors for a period Estoppel”), effective upon Purchaser’s receipt of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. ThereafterEstoppel Certificate, Seller shall return have no further liability under the applicable Superseded Seller Estoppel. Seller’s liability under any Seller Estoppel shall be subject to and limited by the related Mortgagors provisions of Section 7.3 hereof. If Seller provides one or more Seller Ground Lease Estoppels covering any payments on Ground Lease or Ground Leases for which a Ground Xxxxxx Estoppel is subsequently delivered to Purchaser (a “Superseded Seller Ground Lease Estoppel”), effective upon Purchaser’s receipt of such Ground Lessor Estoppel Certificate, Seller shall have no further liability under the Mortgage Loans received applicable Superseded Seller Ground Lease Estoppel. Seller’s liability under any Seller Ground Lease Estoppel shall be subject to and limited by Sellerthe provisions of Section 7.3 hereof. (5) 7.5.7 Seller shall mail yearcontinue to maintain All Risk Property insurance in the Property’s full replacement value with reputable insurance carriers licensed or authorized to do business in the state where the Property is located, with a minimum Best’s rating of A-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer DateVII. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any of the Mortgage Loans.

Seller’s Covenants. Between the Effective Date and the Closing or earlier termination of this Agreement, Seller covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeeagrees: (a) Prior to each Transfer Date: (1) Seller shall inform all hazard, flood, earthquake, private mortgage maintain and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan of operate the transfer and request a change Property: (i) in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled same manner in connection with the transfer of the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if which Seller is unable, after using best efforts, currently operating and maintaining the Property (subject to obtain such restrictions set forth herein); (ii) in compliance with all applicable laws; and (iii) in a contract, then Purchaser shall have the right to purchase such good and professional manner consistent with a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. first (31st) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable lawclass commercial property; provided, however, to the content and format of such letters shall have extent there is a conflict between the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaserforegoing, Seller shall permit review comply by Purchaser of operating and maintaining the Property in the highest standard thereby required. The foregoing includes, without limitation, Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee ’s obligation to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller expenses relating to the Mortgage Loans Property as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loansthey become due. (b) After each Transfer DateSeller shall maintain casualty, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as liability and hazard insurance customarily held by prudent owners of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, properties similar to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer DateProperty. (c) Purchaser Seller shall not be required sell, mortgage, pledge, hypothecate, grant, or otherwise transfer or dispose of the Property or any interest therein or part thereof, nor shall Seller initiate, consent to, approve or otherwise take any action with respect to assume zoning or any other governmental rules or regulations applicable to the Property without the prior written consent of Purchaser, in Purchaser’s sole discretion. (d) Seller shall not enter into any leases or other occupancy agreements without the prior written consent of Purchaser, in Purchaser’s sole discretion. (e) Seller agrees that it will not sell and/or intentionally remove from the Property any Improvements which are located on the Real Property as of the Effective Date. (f) Seller shall promptly notify Purchaser of any change in the physical condition of any portion of the Property or any change which impacts the economic value of the Property of which the Seller acquires actual knowledge after the Effective Date. (g) Seller shall not take any action or make any omission which would breach any of the representations and warranties made by Seller to any third partyherein. (h) Seller shall not solicit, obtain, negotiate, document, send, receive, or made discuss any offers or backup offers for the Property as long as this Agreement is in effect. Such restriction includes, without limitation, the delivery of due diligence materials to Seller by any entity that sold a Mortgage Loan other parties, meeting or discussing with same in connection with the Property, or allowing other parties to Seller, relating access to the underwriting, origination or prior servicing of any of the Mortgage LoansProperty.

Seller’s Covenants. Seller covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeeBuyer as follows: (a) Prior At all times from the Effective Date to each Transfer Date: (1) Seller shall inform all hazard, flood, earthquake, private mortgage and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Closing Date, Seller shall provide to Purchaser a list of keep and perform all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights material obligations to Purchaser. (2) be performed by the landlord under the Leases. Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not, without Buyer’s prior written consent, which consent shall not already in placebe unreasonably withheld, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaserconditioned or delayed, provided that if Seller is unable(a) enter into any new Lease or amend, after using best efforts, to obtain such extend or renew a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice Lease except in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller those leasing guidelines with respect to the Mortgage Loansbase rent, shall include hard copy trial balance reports concessions, term and schedules if requested, and tenant credit qualifications attached hereto as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan Exhibit K (the "Loan File"“Leasing Guidelines”), (b) consisting terminate any Lease except by reason of all documents available a default by the tenant thereunder; or (c) grant any concessions to Seller a tenant except in accordance with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage LoansLeasing Guidelines. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause At all times from the Current Servicer Effective Date to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Closing Date, Seller will deliver manage, operate, repair and maintain the Property in the same manner as Seller managed, operated, repaired and maintained the Property prior to Purchaser reports setting forth all Mortgage Loan escrow/impound balances the date hereof and will keep the Property in its present state of repair subject to normal wear and tear and damage by fire or other casualty, exercising the same degree of care in such matters as Sellers has previously exercised. Seller will not remove any Personal Property except as may be required for necessary repair or replacement, and replacements shall be of equal quality and quantity as existed as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as time of the Transfer Date, and including a reconciliation of such escrow/impound balancesits removal. (2c) Within five (5) Business Days after At all times from the Transfer Effective Date to the Closing Date, to Seller shall maintain in force property insurance and commercial general liability insurance covering the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories Real Property and the Improvements in bulk or electronicallyaccordance with Seller’s customary procedures. (3d) Seller shall withdraw the Property from active marketing and Seller will not accept any additional offers to acquire the Property for the duration of this Contract. (e) Seller shall not modify or amend any Service Contract without the prior written consent of Buyer which consent shall not be unreasonably withheld or delayed. (f) Seller shall allow Buyer or Buyer’s representatives access to the Property, the Leases and other documents required to be delivered under this Contract upon reasonable prior notice at reasonable times; provided Buyer agrees that the original leases and all other original documents shall remain on-site at the Property. (g) Seller shall deliver to Purchaser any correspondence received by Seller relating Buyer an updated Rent Roll dated three (3) business days prior to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Closing Date. (ch) Purchaser Seller will remain responsible for terminating all service contracts other than the Service Contracts and shall take the necessary steps to assure that such service contracts will not encumber the Property or be required to assume any representations and warranties made by Seller to any third party, an obligation of Buyer on or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to after the underwriting, origination or prior servicing of any of the Mortgage LoansClosing.

Seller’s Covenants. Seller covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeeas follows: (ai) Seller will file a Form D with respect to the Common Shares as required under Regulation D and provide a copy thereof to Buyer promptly after such filing. Seller will, prior to the initial closing date, take such action as Seller shall reasonably determine as necessary to qualify the Common Shares for, or obtain the exemption for the Common Shares for, sale to Buyer at the closing dates pursuant to this Agreement under applicable securities or "blue sky" laws of the State of California and the Commonwealth of Pennsylvania, and shall provide evidence of any such action so taken to the Buyer on or prior to the initial closing date. (ii) On or before the initial closing date Seller will file a request for inclusion of the Common Shares with the NASD and provide evidence of such filing to Buyer. For a period of three years after the final closing date so long as Buyer beneficially owns any of the Common Shares, Seller will file all reports to be filed with the SEC pursuant to Section 13 or 15(d) of the Exchange Act, and Seller will not terminate its status as an issuer required to file reports under the Exchange Act even if the Exchange Act or the rules and regulations thereunder would permit such termination. (iii) On or prior to each closing date Seller will instruct the Transfer Agent to issue the Common Shares purchased hereunder to be registered in the name of Buyer or its nominee in such denominations as are specified by Buyer at least one business day prior to the applicable closing date. Seller agrees that no instruction other than such instructions referred to in this subsection will be given by Seller to the Transfer Agent with respect to the Common Shares, that no legend restricting transfer of the Common Shares will appear on any certificate representing Common Shares and that the Common Shares shall be freely transferable on the books and records of Seller as and to the extent provided in this Agreement and the Registration Rights Agreement. (iv) Seller shall notify the SEC and Nasdaq, the American Stock Exchange or the New York Stock Exchange (whichever is the principal trading market for the Common Stock, hereinafter called the "PRINCIPAL MARKET") and any other applicable market in accordance with their requirements, of the transactions contemplated by this Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule and regulation, for the legal and valid issuance of all of the Common Shares to Buyer. (v) Seller will cause its Common Stock to continue to be registered under Section 12(b) or 12(g) of the Exchange Act, will comply in all respects with its reporting and filing obligations under said act, will comply with all requirements related to the Registration Statement, and will not take any action or file any document (whether or not permitted by said Act or the rules thereunder) to terminate or suspend such Registration Statement or to terminate or suspend its reporting and filing obligations under the Exchange Act, except as permitted herein. The Company will take all action necessary to continue the listing or trading of its Common Stock (including the Common Shares) on the Principal Market, including taking all action necessary to cause the Common Shares that are issuable under this Agreement to be authorized for listing or trading on the Principal Market, subject to official notice of issuance and will comply in all respects with the Seller's reporting, filing and other obligations under the bylaws or rules of the Principal Market. (vi) Prior to each Transfer Date: (1) Seller shall inform all hazard, flood, earthquake, private mortgage and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policyfirst call for proceeds, Seller shall cause such policy to be canceled as of may terminate the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer transaction within 120 days after the Commitment Date. On- each Transfer DateIn such event, Seller shall provide agrees to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights issue to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. Buyer three (3) Seller shall, no later than fifteen year warrants to purchase an aggregate of 170,000 Common Shares at the Closing Price on such termination date. The form of such warrants is attached to this Agreement as Exhibit B. (15vii) In the event the Registration Statement is not declared effective by the SEC within ninety (90) days prior to after the related Transfer Commitment Date, cause its Current Servicer Buyer's obligations to inform all Mortgagors purchase the Common Shares may be terminated upon the election of the change in servicer from Seller Buyer by notice to Purchaser by written notice in accordance with applicable lawSeller; provided, however, that Buyer in its sole discretion may (but shall not be required to) extend this 90-day period for an additional 90 days. In the content and format event that the Registration Statement is not declared effective by the SEC within 180 days after the Commitment Date, Buyer may terminate the transaction within 15 days of the end of such letters shall have period, and, if so terminated, Seller agrees to issue to Buyer warrants to purchase 170,000 Common Shares at the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all Closing Price on such noticestermination date. (4viii) Upon reasonable prior request by PurchaserIf Seller has made Calls for Proceeds with respect to at least $3,750,000 of the Common Shares within the one-year period following the Effective Date (as defined herein), Seller shall permit review may, in its sole discretion, elect to extend the period during which Seller may make Calls for Proceeds by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hoursan additional six (6) months. (5ix) After one year from the Effective Date, or one year and six months after the Effective Date in the event Seller has extended the call period pursuant to Section 4(viii): (a) Seller shall cause its designee agrees to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior issue to the Transfer Date on all Mortgage Loans with impound/escrow accounts, Buyer warrants to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information purchase Common Shares based on the Mortgage Loans as of the Transfer Date following: (such information shall include, but not be limited to, comprehensive tax and insurance information x) if Seller has made Calls for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller Proceeds with respect to the Mortgage Loansfull $7,500,000 of Common Shares, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, Buyer shall be in issued no warrants; (y) if Seller has not made a format and storage medium acceptable Call for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller Proceeds with respect to any Common Shares, Buyer shall be issued warrants to purchase 170,000 Common Shares; and (z) if Seller has made Calls for Proceeds with respect to some, but less than the full $7,500,000 of Common Shares, Buyer shall be issued warrants to purchase Common Shares on a pro rata basis. (For example, if Seller has made Calls for Proceeds with respect to $3,000,000 of Common Shares, Buyer shall be issued warrants to purchase 102,000 Common Shares.) In each such Mortgage Loancase, including original credit files held by Seller, to the warrant exercise price shall be delivered the Closing Price on the related Transfer Trading Date that is one year (or one year and six months, as the case may be), after the Effective Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer DateIn the alternative to the receipt of warrants pursuant to Section 4(ix)(a), SellerBuyer may, in its sole discretion, elect to purchase from Seller such number of Common Shares at $15.50 per share as is equal to the quotient obtained by dividing (x) the difference of $7,500,000 less the aggregate dollar amount of all prior Calls for Proceeds by (y) 15.50. (x) In the event of a merger, consolidation or sale of all or substantially all of Seller's expenseassets prior to the termination of this Agreement, shall furnish Buyer may, in its sole discretion, elect either to: (i) purchase such dollar amount of Common Shares as is equal to the difference of $7,500,000 less the aggregate dollar amount of all prior Calls for Proceeds at the lesser of (a) $15.50 per share or cause (b) the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances Closing Price as of the Transfer DateTrading Day immediately preceding the public announcement of such merger, reporting all unposted payments consolidation or acquisition or (ii) deem such merger, consolidation or acquisition to be an immediate termination of this Agreement in which case Seller shall issue to Buyer warrants to purchase Common Shares on a pro rata basis (determined in accordance with the terms and unearned fees provisions of Section 4(ix)(a)), the exercise price of which are deemed collected warrants shall be equal to the Closing Price as of the Transfer Date, and including a reconciliation Trading Day immediately preceding the public announcement of such escrow/impound balancesmerger, consolidation or acquisition. (2xi) Within five (5) Business Days after the Transfer Date, Seller agrees that it will not issue a press release or other communication to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk public containing Buyer's name or electronicallyother information that could identify Buyer without Buyer's written consent. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any of the Mortgage Loans.

Seller’s Covenants. Seller hereby covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeethat: (a) Prior to each Transfer Date: (1) Seller shall inform all hazard, flood, earthquake, private mortgage and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan 5.2.1 After the expiration of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policyInspection Period, Seller will not enter into, modify or terminate any Contracts binding upon Buyer without Buyer’s prior written approval, which approval shall cause such policy to not be canceled unreasonably withheld and, except as of the related Transfer Datespecified below, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled deemed given if Buyer fails to reimbursement from the Seller for no more than $50 for such approve or disapprove any proposed contract on such Mortgage Loan. in writing within three (3) business days following Seller’s request for such action provided that Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser may enter into contract or agreements cancelable by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within Buyer upon thirty (30) days after days’ written notice without penalty or premium following Closing without Buyer’s approval and provided, further, that the Transfer Date. foregoing approval requirement shall not apply to contracts or agreements necessary or appropriate to deal with emergencies, acts of God or other unforeseeable events; 5.2.2 After the expiration of the Inspection Period, Seller will send to Purchasernot enter into, and Purchaser will paymaterially modify or terminate any Leases without Buyer’s prior written approval, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information approval shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, unreasonably withheld and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available deemed given if Buyer fails to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser approve or disapprove any proposed Lease in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser writing within five (5) Business Days business days following Buyer’s receipt of the day on which Lease and all other documents or information, including the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent cost to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser landlord of any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafterleasing commissions and/or tenant improvements or other tenant concessions pertaining thereto; provided that, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser Buyer’s consent shall not be required for (i) the renewal or extension of any existing Lease by Seller in accordance with the terms of such Lease, or (ii) the execution by Seller of any new Lease which (a) contains business terms that are consistent with the terms set forth on Schedule 5.2.2 attached hereto, and (b) is prepared on Seller’s customary form of space lease. Seller agrees to assume provide Buyer with a copy of any such Lease after the same has been fully executed. Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary proceedings against tenants or terminate the Leases as a result of a default by tenants therein prior to the date of Closing after giving Buyer prior written notice of same. Seller makes no representations and warranties made assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by Seller any tenants. The removal of the defaulting tenants whether by summary proceedings or otherwise prior to the date of Closing shall not give rise to any third partyclaim on the part of Buyer. Further, Buyer agrees that it shall not be grounds for Buyer’s refusal to close this transaction that a tenant may be a holdover tenant or in default under its Lease on the date of Closing and Buyer shall accept title subject to such holding over or default without credit against, or made to reduction of, the Purchase Price; and 5.2.3 During the Contract Period, Seller by any entity that sold a Mortgage Loan to Seller, relating to shall maintain insurance on the underwriting, origination or prior servicing of any Real Property at the same coverages and levels as are in effect as of the Mortgage Loansdate of this Agreement.

Seller’s Covenants. Seller covenants and agrees with Purchaser to take that during the period from the Effective Date through the Closing Date, or earlier termination of this Contract, Seller will perform the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeecovenants: (a) Prior to each Transfer Date: (1) 7.5.1 Seller shall inform all hazard, flood, earthquake, private mortgage use reasonable efforts to operate and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan of maintain the transfer and request Property in a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection manner generally consistent with the transfer of manner in which Seller has operated and maintained the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days Property prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors date hereof. None of the change in servicer Personal Property shall be removed from the Property, unless replaced by personal property of equal or greater utility or value. 7.5.2 A copy of any amendment, renewal or expansion of an existing Lease or of any new lease which Seller wishes to execute between the Effective Date and the date of Closing will be submitted to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held execution by Seller, . Purchaser agrees to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, notify Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within writing within five (5) Business Days after its receipt thereof of either its approval or disapproval thereof, including all tenant inducement costs and leasing commissions to be incurred in connection therewith. In the Transfer Date, event Purchaser informs Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of within such escrow/impound balances. (2) Within five (5) Business Days after Day period that Purchaser does not approve the Transfer Dateamendment, to renewal or expansion of the extent Mortgage Loan histories are availableexisting Lease or the new lease, which approval shall not be unreasonably withheld, Seller will deliver shall nonetheless have the right to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to enter into said lease document unless at the Mortgage Loans after the Transfer Date, expiration of such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following Day period the day Termination Date has passed, in which event Purchaser's consent shall be required. In the event Purchaser fails to notify Seller in writing of its approval or disapproval within the five (5) Business Day period set forth above, Purchaser shall be deemed to have approved such new lease, amendment, renewal or expansion. At Closing, Purchaser shall reimburse Seller for any tenant inducement costs, leasing commissions or other expenses, including legal fees, incurred by Seller in connection with or pursuant to any amendment, renewal, expansion or new lease entered into on which or after the correspondence is Effective Date. 7.5.3 Seller shall promptly advise Purchaser of any written notice of litigation received by SellerSeller that will materially and negatively affect the ownership or operation of the Property. 7.5.4 Seller shall not affirmatively encumber the Property, except as required by court order or as required by law. 7.5.5 Seller will perform when due all material obligations of Seller under the Leases and Operating Contracts to the extent they are obligated to be performed, accrue or are due prior to the Closing Date. 7.5.6 So long as this Agreement remains in effect, Purchaser will be allowed access to the Property and the property level income and expense and property management records related to the Property under the terms and conditions set forth in Section 6. 7.5.7 After the Termination Date, Seller will not enter into any contract (or an extension or modification of any contract) with respect to the Property which will survive the Closing or otherwise affect the use, operation or enjoyment of the Property after the Closing, without first obtaining Purchaser's prior written consent thereto. 7.5.8 Seller shall circulate to each tenant of the Premises for execution an estoppel certificate ("TENANT ESTOPPELS") in the form attached hereto as EXHIBIT "E" and a Subordination, Non-Disturbance and Attornment Agreement ("SNDA") in the form requested by the lender of Purchaser. The correspondence shall be forwarded In the event that as of Closing either (a) Purchaser has not received executed Tenant Estoppels from tenants occupying at least eighty percent (80%) of the occupied rentable space in the Improvements determined as of the Effective Date, or (b) Purchaser's lender has not received executed SNDA's from tenants occupying at least eighty percent (80%) of the occupied rentable space in the Improvements determined as of the Effective Date, then Purchaser may either delay Closing for up to Purchaser via overnight courier for the first thirty (30) days subsequent or terminate this Agreement and the Xxxxxxx Money shall thereupon be returned to the Transfer Date and via regular mail thereafterPurchaser. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any of the Mortgage Loans.

Seller’s Covenants. Seller hereby covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeeBuyer that: (a) Prior At all times from the execution of this Agreement to each Transfer the Closing Date:, it shall maintain the Property in substantially the same condition as the same is in as of the date of this Agreement, subject only to reasonable use and wear and the terms of Article 9 hereof. (1b) At all times from the execution of this Agreement to the Closing Date, it shall maintain or cause the tenants to maintain in force fire and extended coverage casualty insurance on the Improvements. (c) From and after the date hereof through the Closing Date, Seller may not enter into new leases affecting the Property or any portion thereof or modify, amend, cancel, terminate, extend or change the terms of any existing Lease or Permitted Exception (as hereinafter defined), without the prior written consent of Buyer, which consent shall inform all hazardnot be unreasonably withheld, flood, earthquake, private mortgage conditioned or delayed. From and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan of after the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policydate hereof, Seller shall cause such policy to be canceled as notify Buyer of any prospective proposed new lease, lease modification, lease amendment, lease cancellation, lease termination, lease extension, lease assignment or sublease setting forth the economic terms of the related Transfer Dateprospective proposed new lease, lease modification, lease amendment, lease cancellation, lease termination, lease extension, lease assignment or sublease as well as information as to the financial status and Purchaser strength of any prospective replacement tenant. Buyer shall cause have five (5) business days to review such insurance summary and a second five (5) business day period to review the final agreement, once drafted. If Buyer does not object in writing during either such five (5) day period, then Buyer shall be provided by its force placed carrier deemed to have accepted the proposed new lease, lease modification, lease amendment, lease cancellation, lease termination, lease extension, lease assignment or sublease. (d) Except as of such Transfer Date. On- each Transfer otherwise expressly set forth herein, from and after the date hereof through the Closing Date, Seller shall provide to Purchaser a list not enter into any new contracts or agreements which are not terminable at Closing or place any encumbrance on the Property, without the prior written consent of all related Mortgage Loans covered by force placed insurance that will Buyer, which shall not be canceled in connection with the transfer of the related Servicing Rights to Purchaserunreasonably withheld, conditioned or delayed. (2e) Seller shall cause its designee terminate, as of the Closing Date, those Property Contracts which are terminable without cost, unless Buyer requests otherwise by written notice to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans Seller prior to the extent such expiration of the Inspection Period. Any Property Contracts which are designated by Buyer as contracts are or agreements which should not already in placebe terminated shall, and shall assign and transfer all such contacts if assignable, be assigned to Purchaser Buyer at no expense to PurchaserClosing, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser which assignment shall be entitled without recourse to reimbursement from Seller (the Seller for no more than $50 for such contract on such Mortgage Loan“Assigned Contracts”). (3f) Seller shallshall make all records, no later than fifteen (15) days prior invoices, bills and other information and materials relating to the related Transfer Date, cause its Current Servicer to inform all Mortgagors operation of the change Property available for Buyer to inspect and copy. (g) As more particularly set forth in servicer from Section 7.2(d) below, Seller shall prepare tenant estoppel certificates for each tenant under the Leases in the form attached to Purchaser or described in each Lease, if there is a form attached to or described in such Lease, or in the form customarily used by written notice such tenant, and otherwise in accordance the form attached hereto as Schedule 4.2(g) and submit the same to all such tenants. (h) Seller shall assign to Buyer at Closing all warranties relating to the Property which may be assigned, which assignment shall be without recourse to Seller. (i) During the pendency of this Agreement, neither Equity Industrial Partners Corp. (“EIP”), nor any of the entities comprising Seller, nor any of their respective officers, employees, members, partners or affiliates shall solicit or enter into any discussions relating to or regarding the sale, refinancing, recapitalization, entering into a partnership or joint venture or any similar agreements or transactions with applicable lawregard to the Property or any portion thereof; provided, however, that the content and format of such letters foregoing covenant shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchasernot be deemed to prohibit EIP, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loansentities comprising Seller, and real estate taxes for which bills have been received prior or any of their respective officers, employees, members, partners or affiliates from soliciting or entering into any discussions relating to the Transfer Date on all Mortgage Loans with impound/escrow accountsor regarding any financing, to the extent such premiums refinancing or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller recapitalization arrangements with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer DateProperty with Seller’s existing lenders. (7j) A hard copy of Prior to the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Closing Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service complete the Mortgage Loans properlyrepair work set forth on Schedule 4.2(j) hereto. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any of the Mortgage Loans.

Seller’s Covenants. Until the Close of Escrow, each Seller covenants and agrees agrees, with Purchaser respect to take the following actionsits respective Project only, at Seller's own expense, that it being understood by the parties hereto that the following actions may be undertaken by Seller's designeeshall: (a) Prior Except for any conditions disclosed in the Property Documents, the Inspections, or otherwise disclosed by Seller to each Transfer Date:Buyer in writing, maintain the Project in good condition and perform, at Seller’s sole cost and expense, all routine maintenance and repairs and otherwise operate the Project in accordance with the same management standards as were employed by Seller prior to the Opening of Escrow. (1b) Between the date of this Agreement and the Close of Escrow, Seller shall inform not create or consent to any liens, encumbrances, defects in or exceptions to title, restrictions or easements affecting the Property that will not be released at the Close of Escrow. (c) Keep in effect all hazard, flood, earthquake, private mortgage and any other insurance companies and/or their agents providing insurance coverage currently in force with respect to any related Mortgage Loan the Project and promptly comply with all requirements of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With insurance companies with respect to each related Mortgage Loan such coverage. (d) Except as expressly permitted otherwise in this Agreement, Seller will not enter into or extend any lease affecting the Property or any portion thereof without Buyer’s consent. Prior to the expiration of the Due Diligence Period, Buyer’s consent may not to be unreasonably or untimely conditioned or withheld; after expiration of the Due Diligence Period, Buyer may withhold its consent in its sole and absolute discretion. Buyer shall provide Buyer’s written consent or disapproval within five (5) days after written notice of the proposed lease or Buyer shall be deemed to have approved of such lease. (e) At least 10 days prior to the Closing Date, Buyer shall notify Seller in writing which of the Service Contracts that is covered by a force placed insurance policyBuyer elects for Seller to terminate. If Buyer does not timely elect for Seller to terminate any of the Service Contracts, the Service Contracts shall be listed on the exhibit to the Assignment of Contracts (defined below). If Buyer timely elects for Seller to terminate one or more of the Service Contracts, then, at the Closing, Seller shall cause such policy the applicable Service Contract(s) to be canceled terminated at the earliest time permitted under the applicable Service Contract(s). In any event, as of the related Transfer Closing Seller shall terminate all leasing or management agreements applicable to the Property. (f) Use its reasonable efforts to obtain estoppels (collectively, “Tenant Estoppels”) from all tenants under Tenant Leases. It shall be a condition to Buyer’s obligation to close hereunder that Tenant Estoppels are obtained from tenants under Tenant Leases comprising an aggregate of sixty percent (60%) of the leased space in the buildings at the Property as of the Opening of the Escrow, which percentage must include all tenants occupying more than 8,000 leasable square feet (the “Required Estoppels”). Seller agrees to use the form of estoppel that Buyer provides within five (5) days of the Contract Date, and Purchaser or, if Buyer fails to timely provide its preferred form, the form that is attached to this Agreement as Schedule “10” (subject in either case to any tenant’s right to use the form attached to its Tenant Lease). The Required Estoppels shall cause such insurance to be provided not show any materially adverse matters, including, without limitation, any material default or purported default thereunder by its force placed carrier as any party. Buyer shall notify Seller in writing within four (4) business days after receipt by Buyer of such Transfer Datean applicable Required Estoppel of any materially adverse matter so disclosed. On- each Transfer DateIf Buyer timely notifies Seller of any Required Estoppel that reveals any materially adverse matter, Seller shall provide have until the earlier of five (5) days after notice from Buyer or until two (2) business days prior to Purchaser the Closing Date to attempt to cure such matter and cause the applicable tenant to execute a list replacement Tenant Estoppel removing reference to the materially adverse matter. If Seller is unable to cure and/or obtain the Required Estoppels, it shall not be default by Seller, but shall give Buyer the right to terminate this Agreement and receive the return of all related Mortgage Loans covered by force placed insurance that will its Deposit. Upon receipt Seller shall deliver any Tenant Estoppel received to Buyer. Seller shall reasonably cooperate with Buyer in obtaining customary subordination and non-disturbance agreements from the tenants at the Property, provided the receipt of such agreements shall not be canceled in connection with a condition to closing or require Seller to incur any material cost or expense. Seller shall also use its reasonable efforts to obtain estoppels from the transfer benefited parties of any restrictive covenants encumbering the related Servicing Rights to PurchaserProperty. (2g) Seller and Buyer shall cause its designee work in good faith and use commercially reasonable efforts to obtain transferable life-of-loan real estate tax service contracts agree on a form of recordable ground lessor’s consent, estoppel certificate and agreement (the “Ground Lease Estoppel Certificate”), which shall be evidenced by an amendment to this Agreement attaching the approved form, by October 31, 2007 (the “Estoppel Termination Date”). The approved form of Ground Lease Estoppel Certificate shall include language confirming that Buyer’s lender constitutes a “Leasehold Mortgagee” (as defined in the Ground Lease) and is a direct beneficiary of all of the related Mortgage Loans rights and privileges of a Leasehold Mortgagee under the Ground Lease. If Seller and Buyer are unable to agree on a form of Ground Lease Estoppel Certificate by the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contractEstoppel Termination Date, then Purchaser Buyer shall have the right to purchase such terminate this Agreement without default on or before the Estoppel Termination Date. If, however, Seller and Buyer do agree on a contract at form of Ground Lease Estoppel Certificate on or before the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage LoanEstoppel Termination Date, then Seller shall work in good faith and use commercially reasonable efforts to obtain and deliver the Purchaser agreed upon Ground Lease Estoppel Certificate to Buyer, which shall be entitled to reimbursement from the Seller for dated no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later earlier than fifteen (15) business days prior to the related Transfer Closing Date. Seller hereby expressly acknowledges and agrees that Seller’s obligation to deliver the Ground Lease Estoppel Certificate to Buyer is a condition precedent to Buyer’s obligation to close the transaction contemplated by this Agreement and if Seller does not deliver the Ground Lease Estoppel Certificate to Buyer prior to the Closing Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters then Buyer shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such noticesright to terminate this Agreement without default. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any of the Mortgage Loans.

Seller’s Covenants. Seller covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeeas follows: 16.1 Between the Effective Date and the Closing Date or earlier termination of this Agreement, Seller will cause the Hotel to be operated in the Ordinary Course of Business in accordance with the standards of operation as of the Effective Date, and will provide or cause to be provided substantially such services with respect to the Property (aincluding operation, maintenance and repair) Prior to each Transfer Date:that have been provided by Seller in the past in accordance with its customary practice. (1) 16.2 Between the Effective Date and the Closing Date or earlier termination of this Agreement, Seller shall inform all hazard, flood, earthquake, private mortgage will maintain casualty and any other insurance companies and/or their agents providing liability insurance with respect to any related Mortgage Loan the Property (which insurance may be effected under a blanket policy or policies of insurance) in accordance with its past practice (but in all events including replacement cost coverage). 16.3 Between the Effective Date and the Closing Date or earlier termination of this Agreement, subject to Section 34, Seller will make all books, records, billing information, Leases, Contracts and other documents relating to the operation of the transfer Property available to Purchaser and its accountants and attorneys, upon advance written request a change in therefor, and will permit Purchaser, Purchaser’s accountants and attorneys to examine the loss payee mortgage endorsement clause to same, during regular business hours, at Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policy’s sole cost and expense, provided, however, notwithstanding the foregoing, Seller shall cause such policy not be required to be canceled as make available to Purchaser any of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans foregoing to the extent such contracts are not already in placethat same (i) constitutes privileged information pertaining to any potential or existing litigation or other proceeding or (ii) constitutes confidential information prepared by Seller pertaining to internal evaluations, appraisals, reports or other documentation and shall assign and transfer all such contacts information pertaining to the business relationships among the members comprising Seller. The making available to Purchaser of the foregoing shall in no event be deemed to constitute a representation by Seller as to the accuracy, correctness or completeness thereof. 16.4 Between the Effective Date and the Closing Date or earlier termination of this Agreement, subject to the rights of all tenants and other occupants of the Property, Seller will permit Purchaser and its engineers, at no expense to Purchaser, provided that if Seller is unable, after using best efforts’s sole cost and expense, to obtain such inspect the Property and all portions thereof from time to time upon reasonable advance request therefor and accompanied by a contract, then Purchaser shall have the right to purchase such a contract at the representative of Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, Purchaser will not be permitted to perform any such inspection unless and until Purchaser delivers to Seller reasonably satisfactory evidence that Purchaser has obtained insurance reasonably acceptable to Seller, which insurance shall name Seller and Hotel Manager as additional insureds (it being agreed by Purchaser that such insurance shall provide for a minimum of One Million Dollars ($1,000,000), per occurrence, and Two Million Dollars ($2,000,000), in the content aggregate, of liability insurance in the event of property damage and format death or personal injury). In no event shall Purchaser be permitted to conduct any drilling or other invasive testing of the Property without the prior written consent of Seller, which shall not be unreasonably withheld or delayed. Purchaser hereby agrees to repair and restore any portion of the Property damaged as a result of any inspection of the Property by Purchaser and, in addition, hereby indemnifies and holds harmless Seller and each Seller Exculpated Party from and against any and all damages, demands, claims, losses, liabilities, costs (including the cost of remediation, if necessary) and expenses (including, without limitation, reasonable attorneys’ fees and disbursements and costs incurred in the enforcement of the foregoing indemnity) incurred by Seller and any Seller Exculpated Party by reason any claims, liabilities or damages caused by entry onto, or inspection of, the Property by Purchaser or Purchaser’s agents, employees, representatives or contractors in connection therewith but expressly excluding (a) any existing conditions at the Hotel so long as following such letters discovery Purchaser does not exacerbate such conditions through its negligent or willful acts; and (b) those caused by Seller, Hotel Manager or any of their respective agents, employees or contractors. The indemnity set forth in this Section 16.4 shall survive the Closing or earlier termination of this Agreement. 16.5 Between the Effective Date and the Closing Date, Seller will cause to be performed all normal operational repairs required to be made to the Property in order to maintain the Property in its condition as of the Effective Date, reasonable wear and tear and natural deterioration and damage by Casualty or condemnation excepted, provided that the foregoing shall not have the effect of requiring Seller to make any repairs or replacements of a capital nature to the Property. 16.6 Between the Effective Date and the Closing Date or earlier termination of this Agreement, neither Seller, nor any affiliate nor any of their respective members, partners, or agents (including, without limitation, any broker) shall offer, entertain, solicit or negotiate with respect to any inquiries or proposals relating to the possible direct or indirect acquisition of the Property (or any other form of transaction having a similar effect) or make any information about the Property available (for purpose of sale) to any person other than Purchaser, its affiliates and their respective designees, agents and/or authorized third parties. Seller agrees to direct its broker, if any, to cease the marketing of the Property. Such restrictions shall be in effect until the earlier of (i) the Closing Date, or (ii) the termination of this Agreement by either party pursuant to the terms and conditions hereof; and thereafter shall be null and void and of no further force or effect. 16.7 Seller shall reasonably cooperate (without additional cost or expense to Seller or requirement that Seller commence any litigation or proceeding) with the Purchaser in connection with obtaining prior to the Closing a liquor license and/or alcoholic beverage license (a “Liquor License”) necessary to operate the restaurant, bars and lounges presently located on the Property. If the Liquor License cannot be transferred to Purchaser or Purchaser’s hotel manager by Seller or Hotel Manager, as applicable, or otherwise obtained by Purchaser or Purchaser’s hotel manager prior to the scheduled Closing, then, to the extent permitted by applicable law, Seller shall cooperate (or cause Hotel Manager to cooperate) with Purchaser by entering into the Interim Beverage Management Agreement with respect to the sale of alcoholic beverages at the Hotel, at no additional cost or liability to Seller or Hotel Manager. Seller shall cooperate with Purchaser or Purchaser’s hotel manager if they elect to apply for an interim/temporary liquor license so that alcoholic beverages may continue to be served at the Hotel pending issuance of the permanent Liquor License, at no additional cost or liability to Seller or Hotel Manager. 16.8 Seller will not, without the prior approval of Purchaser (in its sole and absolute discretion), sell, exchange, assign, transfer, convey, lease or otherwise dispose of all or any part of the Personal Property or any interest therein except in the Ordinary Course of Business; provided, however, that in the event Purchaser fails to respond to Seller within three (3) Business Days after Purchaser is notified of such desired disposition, such failure to respond shall be deemed to constitute Purchaser’s approval of same. 16.9 From and after the expiration of the Due Diligence Period, Seller will not, without the prior approval of Purchaser (in its sole and absolute discretion) enter into any contracts, licenses, easements or other agreements relating to the Hotel which will obligate Purchaser or be a charge or lien against the Hotel, except those necessary to the operation of the Hotel in the Ordinary Course of Business and which are terminable without penalty on no more than thirty (30) days’ notice; provided, however, that in the event Purchaser fails to respond to Seller within three (3) Business Days after Purchaser is notified in writing of Seller’s intention to take such proposed actions, such failure to respond shall be deemed to constitute Purchaser’s approval of same. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by written notice to Purchaser of Seller's servicing records and loan records on the premises of any new agreements entered into by Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraphSection 16.9, along with a copy of any such agreements. (6) Available computer or like records reflecting 16.10 Seller will cause the status Hotel to be operated and maintained in the Ordinary Course of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall includeBusiness which undertaking includes, but is not be limited to, comprehensive tax (a) maintaining the levels of inventories of Furnishings, OS&E and insurance information for each Mortgage LoanSupplies in the Ordinary Course of Business, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting including without limitation all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requestedlinens, and (b) instructing Hotel Manager to enter into Bookings and otherwise take guest room reservations, on Seller’s behalf in the Ordinary Course of Business. Seller acknowledges that the Purchase Price includes the transfer of Bookings after the Closing Date in accordance with the terms of this Agreement. 16.11 Seller acknowledges and agrees to, promptly following the execution of this Agreement, deliver certain materials and information to PricewaterhouseCoopers LLP, as reasonably required to allow PricewaterhouseCoopers LLP to timely complete the reviews contemplated by this Section 16.11. Seller shall also use its good faith efforts to also provide such additional information which is deemed relevant and reasonably necessary (as determined by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser and it accountants to service the Mortgage Loans properly. prepare financial statements in compliance with (8) Copies a) Rule 3-05 of all investor cutRegulation S-off or accounting reports submitted by Seller relating to the Mortgage Loans as X of the related Transfer Date, including a trial balance Securities and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances Exchange Commission which is required to be completed and other like information on filed with the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments Securities and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser Exchanges Commission within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following after Closing; (b) any other rule issued by the Transfer DateSecurities and Exchange Commission and applicable to Purchaser; and (c) any registration statement, report or disclosure statement filed with the Securities and Exchange Commission by, or on behalf of, Purchaser. Seller shall forward engage (at Purchaser’s sole cost and expense) PricewaterhouseCoopers LLP to update any and all such payment required audits. Seller acknowledges and agrees that the foregoing is a representative description of the information and documentation that Purchaser and its accountants may require in order to comply with (a), (b) and (c) above. Seller has provided Purchaser within two with audited Financial Statements for Fiscal Year 2010, 2011 and 2012, and Seller hereby covenants and agrees that PricewaterhouseCoopers LLP is permitted to allow Purchaser to rely upon such audited Financial Statements for the purposes described herein in connection with the audits required to comply with clauses (2a), (b) Business Days after and (c) above. In connection with the foregoing post-Closing audit(s), and in furtherance of Seller's receipt thereof. Such payments ’s obligations to assist Purchaser pursuant to this Section, Seller covenants and agrees to execute and deliver to PricewaterhouseCoopers LLP the representation letters, substantially in the form of which are attached hereto as Exhibits V-1 and V-2, with such changes as may be mutually agreed upon by Seller and PricewaterhouseCoopers LLP (each, a “Representation Letter”), provided that the form of such Representation Letter attached as Exhibit V-1 shall be forwarded delivered in connection with the audited Financial Statements for Fiscal Years 2010, 2011 and 2012. Seller shall also engage (at Purchaser’s sole cost and expense) PricewaterhouseCoopers LLP to Purchaser via overnight courier perform financial statement reviews for the first thirty calendar quarter of both Fiscal Year 2012 and 2013. In connection with the foregoing calendar quarter review, and in furtherance of Seller’s obligations to assist Purchaser pursuant to this Section 16.11, Seller covenants and agrees to execute and deliver to PricewaterhouseCoopers LLP the Representation Letter attached as Exhibit V-2. Seller’s obligations under this Section 16.11 shall survive the Closing for a period of twelve (3012) days subsequent months. Notwithstanding anything to the Transfer Date and via regular mail for contrary contained herein, the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to PricewaterhouseCoopers LLP in the Representation Letters may not be relied upon by Purchaser in any third party, respect and is in no way intended to expand Seller’s representations or made liability to Purchaser hereunder. Purchaser hereby releases and discharges Seller by from and against any entity that sold a Mortgage Loan to Seller, Claims or liability of any kind relating to the underwritingRepresentation Letters and the audit, origination or prior servicing of any as produced. Purchaser further acknowledges and agrees that the Seller’s representations in the Representation Letters are made solely at Purchaser’s request as an accommodation to benefit Purchaser by facilitating Purchaser’s desire to obtain an audit quickly and efficiently following acquisition of the Mortgage LoansProperty. As a consequence, except in the case of a willful and knowing material misrepresentation or fraud by Seller in the Representation Letters delivered pursuant to this Section 16.11, Purchaser shall hold harmless and indemnify Seller against any and all liability to PricewaterhouseCoopers LLP and to any third parties related to or arising from its provision of such Representation Letters to PricewaterhouseCoopers LLP.

Seller’s Covenants. 12.01 Seller covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeeas follows: (a) Prior to each Transfer Date: (1i) Seller shall inform all hazardnot, floodwithout the prior written consent of Purchaser in each instance, earthquake(a) modify, private mortgage and amend or terminate (except for material breach or nonpayment of rent or other sums due) in any other insurance companies and/or their agents providing insurance with respect to manner whatsoever, any related Mortgage Loan of the transfer Leases, (b) consent to the assignment or subletting of any of the Leases, or (c) enter into any new lease of the Property or any portion thereof or extend or renew any existing Lease which is not on the standard form of lease currently in use for the Property and request which does not comply with the Leasing Standards set forth in Exhibit K attached hereto and made a change part hereof (all such permitted leases shall be deemed to be included within the term "Leases"); provided Seller may offer concessions to tenants if such concessions will expire or be extinguished prior to Closing. If Seller desires to take any of the actions described in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policyclauses (a), (b) or (c) of this Section 12.01(i), Seller shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Dateso notify Purchaser. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after from receipt of Seller's notice to object in writing to any proposed action described in Seller's notice. If Purchaser fails to notify Seller on a timely basis of any objections, it shall be conclusively presumed that Purchaser consented to all of the Transfer actions described in Seller's notice and Seller may immediately implement such actions. If Purchaser notifies Seller of any objections to the actions proposed in Seller's notice and thereafter Seller and Purchaser cannot agree on a course of action within fifteen (15) Business Days of the date of Purchaser's notice of objections, Seller shall not take any action to which Purchaser has objected. (ii) Seller shall not, without the prior written consent of Purchaser in each instance, enter into any new commitments, contracts, licenses, options or other agreements of any kind affecting or relating to the Property except for agreements that are terminable on or before Closing Date at no cost to Purchaser and Leases that are governed by Section 12.01(i). (iii) If Seller removes any item of Personal Property prior to the Closing Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as shall substitute therefor an item of the Transfer Date, reporting all unposted payments like kind and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balancescomparable value. (2iv) Within five (5) Business Days after Subject to the Transfer provisions of Articles 9 and 11 hereof, Seller shall, between the date of this Agreement and the Closing Date, at Seller's sole cost and expense, maintain the Property in good order, condition and repair, reasonable wear and tear excepted, shall perform all work required to be done by the extent Mortgage Loan histories are availablelandlord under the terms of the Leases, and shall make all repairs, maintenance and replacements of the Improvements and any Personal Property and otherwise operate the Property in the same manner as before the making of this Agreement and as though Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to were retaining the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer DateProperty. Seller shall forward not make any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent alterations to the Transfer Date and via regular mail for Property except as required under the following thirty (30) daysLeases. Thereafter, Seller shall return not, after the date of this Agreement, without in each case obtaining Purchaser's prior written consent thereto, enter into, amend, terminate or permit the early termination of any Service Contract which Purchaser has elected to the related Mortgagors assume or waive any payments on the Mortgage Loans received by Seller. (5) rights of Seller shall mail year-end statements reporting interest income and interest expense thereunder, or extend any Service Contract which Purchaser has not elected to assume. statements to all Mortgagors for the period from January 1The foregoing notwithstanding, 1999 through the Transfer Date. (c) Purchaser Purchaser's consent shall not be required for Seller to assume enter into, extend (including by exercise of option) any representations Service Contract, provided the term of such Service Contract does not extend beyond the Closing Date and warranties made does not otherwise expose Purchaser to any liability. (v) At all times prior the Closing Date, Seller shall maintain and pay for fire and extended coverage insurance for the full replacement cost of the Improvements and Personal Property and other casualty coverage and public liability insurance in amounts no event less than the coverage in effect on the date of this Agreement and/or as may be required under the Leases and all Service Contracts. (vi) Seller shall immediately notify Purchaser of any fact or other circumstance which, if known by Seller on the Agreement Date or the Closing Date, would render any representation or warranty of Seller incorrect or incomplete. (vii) Between the date of this Agreement and the Closing Date, Seller shall keep all Licenses and Permits and the Regulatory Licenses in full force and effect and operate the Property or cause the Property to be operated, in compliance with all Licenses and Permits and all Regulatory Licenses. (viii) Without Purchaser's consent, Seller shall not (a) voluntarily subject any right, title or interest in or to this Property to any third partymortgage, pledge, lien or other hypothecation or encumbrance, or made (b) transfer, convey or assign any right, title or interest in or to Seller by all or any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any portion of the Mortgage LoansProperty.

Seller’s Covenants. Seller hereby covenants and agrees with to Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeeas follows: (aA) Prior The sale of the Accounts Receivable to each Transfer Date:Purchaser shall be with full recourse to Seller. If any of such Accounts Receivable are not collected within ninety (90) days after such accounts receivable are purchased by Purchaser, Seller will indemnify Purchaser for any such uncollectible Accounts Receivable. (1B) Seller shall inform all hazard, flood, earthquake, private mortgage and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan Although it is the intention of the transfer parties that Purchaser hereby purchase and request a change thereby become the owner of the Accounts Receivable of Seller, in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policyevent such purchase shall be ineffective for any reason, Seller shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide is concurrently herewith granting to Purchaser a list of security interest in the Accounts Receivable so purchased, and Seller shall cooperate with Purchaser and execute all related Mortgage Loans covered by force placed insurance that will be canceled documents in connection with the transfer pledge of the related Servicing Rights such purchased Accounts Receivable to Purchaser. (2) Seller shall cause its designee . All collections in respect to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Accounts Receivable purchased by Purchaser shall be entitled to reimbursement from received by Purchaser as the agent of Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller and shall be endorsed to Purchaser and deposited in a bank account at a bank designated by written notice Purchaser. To the extent Seller comes into possession of any payments in accordance with applicable lawrespect of such Accounts Receivable, Seller shall direct such payments to Purchaser for deposit in bank accounts designated by Purchaser; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, that nothing contained herein shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to construed as Seller with respect to such Mortgage Loan, including original relinquishing control over credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received extended by Seller. (5C) Seller covenants that Seller and its successors and assigns shall warrant and defend the title to all the herein described Accounts Receivable unto the Purchaser, its successors and assigns, forever against the claims and demands of all persons whomsoever. (D) Seller shall mail year-end statements reporting interest income execute and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) deliver such other documents and do such other acts as Purchaser shall deem necessary to carry out the intent of this Agreement, including, but not be required limited to, any financing statements as is necessary to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing give notice of any Purchaser's purchase of the Mortgage LoansAccounts Receivable under the applicable Uniform Commercial Code then in effect.

Seller’s Covenants. Seller covenants and agrees with Purchaser that prior to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeeClosing: (a) Prior Seller will assist Purchaser and Purchaser’s agents, on or before Closing, in acquiring all information necessary to enable Purchaser’s agents and Seller’s agents to compute the prorations described in Section 7.02 of this Agreement. (b) Seller will not sell, exchange, assign, transfer, convey, lease or otherwise dispose of all or any part of the Purchased Assets or any interest therein except for Furnishings, Consumables and Expendables which are sold or consumed in the ordinary course of business. (c) Seller will keep the Space Leases, the Hotel Contracts, the Existing Franchise Agreement and the Permits in full force and effect, will pay all charges when due thereunder and will perform all of its material obligations thereunder. (d) Seller will keep the Purchased Assets free and clear of liens and encumbrances other than the Permitted Exceptions and the lien of taxes not yet due and payable. (e) Seller will not enter into any contracts, leases, licenses, easements or other agreements relating to the Purchased Assets which will obligate Purchaser or be a charge or lien against the Property, except those necessary to continue the operation of the Hotel in the ordinary course of business and which are terminable by the owner of the Property without penalty on thirty days notice. (f) Seller will cause the Property to be operated and maintained in the manner in which it is being operated and maintained as of the date of this Agreement which undertaking includes, but is not limited to, (i) maintaining Expendables, Consumables and Furnishings in those quantities and at those levels present as of the Effective Date and (y) with respect to Expendables, also not less than the average levels maintained with respect to each Transfer such Expendable over the five years previous to the Closing Date:, (ii) entering into Bookings in the ordinary course of business, (iii) performing all repairs and maintenance necessary to keep the Property in good repair, to comply with Laws and to maintain at least the same condition as exists on the Effective Date and (iv) keeping the Hotel staffed with Hotel Employees in accordance with Seller’s current practice. (1g) Seller shall inform all hazardpermit Purchaser and its representatives, floodemployees, earthquake, private mortgage contractors and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan enter upon and inspect the Property and perform such investigations of the transfer Property and all applicable Books and Records as Purchaser may from time to time deem desirable. Purchaser and Purchaser’s agents and contractors shall have the right during the term of this Agreement to enter upon the Property at reasonable times and upon reasonable prior notice to Seller. Purchaser acknowledges and agrees that any and all inspections of the Property shall be conducted in a manner not unreasonably disruptive to tenants, guests, or otherwise to the operation of the Property and shall be performed upon reasonable prior notice to Seller. In the event Purchaser desires to conduct any physically intrusive due diligence such as sampling of soils or drilling wxxxx, Purchaser will request a change Seller’s prior consent thereto, which consent shall not be unreasonably withheld. Purchaser agrees to indemnify Seller and hold Seller, Seller’s affiliates, officers, directors, employees, agents and representatives harmless from and against any and all losses, costs, damages, claims or liabilities, including, without limit, to mechanic’s and materialmen’s liens and attorneys fees arising out of or in connection with the loss payee mortgage endorsement clause entry by Purchaser and/or any of Purchaser’s agents onto the Property pursuant to this Section except to the extent the same arise from the misconduct or negligence of Seller or Seller’s representatives. Purchaser's name’s indemnity and hold harmless provisions pursuant to this Section shall survive the closing of this transaction or earlier termination of this Agreement. With respect In addition to each related Mortgage Loan that is covered by a force placed insurance policythe foregoing, Seller shall cause assist Purchaser and provide such policy other information as shall be required to be canceled as enable an accounting firm of Purchaser’s choosing to prepare audited financial statements of the related Transfer DateProperty for calendar years 2000 through 2003, and Purchaser the cost of which shall cause such insurance to be provided borne by its force placed carrier as Purchaser. (h) Within twenty (20) days after the end of such Transfer Date. On- each Transfer calendar month until the Closing Date, Seller shall provide to Purchaser financial statements and STR reports for such month and on a list year-to-date basis which statements shall be prepared in accordance with either generally accepted accounting principles or the Uniform System of all related Mortgage Loans covered by force placed insurance that will be canceled Accounts for Hotels and Motels, and otherwise in connection with the transfer of the related Servicing Rights form reasonably acceptable to Purchaser. (2i) Upon Purchaser’s request, Seller shall from time to time make available a senior representative of Seller and the general manager of the Hotel at a reasonable time to meet with an asset manager of Purchaser to review the operations of the Hotel in reasonable detail (j) Seller will promptly notify Purchaser of any matter arising prior to Closing which might materially and adversely affect the condition or operation of the Hotel including, without limitation, the commencement of any litigation or proceeding or any notice of a violation of Laws issued by any governmental or quasi-governmental authority. (k) Seller will cooperate with Purchaser in all reasonable respects (which shall include, without limitation, supplying information known to Seller and execution of such documents as may be legally required) in connection with the application for transfer of any existing alcoholic beverage licenses held by or on behalf of Seller or its agent in connection with its operation of the Hotel (collectively, the “Liquor License”) to Purchaser or Purchaser’s designee or Purchaser’s (or Purchaser’s designee’s) application for a new Liquor License (as the case may be, the “Liquor Application”). Without limiting the generality of the foregoing, Seller and either Purchaser or Purchaser’s designee shall, if required, open a separate escrow (the “Liquor Escrow”) with an escrow company selected by Purchaser and reasonably acceptable to Seller to effect the transfer of the Liquor License and certain food and beverage inventory attendant to the alcoholic beverage operation at the Hotel (collectively, “Liquor License Property”) with a reasonable portion of the Purchase Price (not to exceed $20,000) designated as consideration for transfer of the Liquor License Property. Seller shall satisfy through the Liquor Escrow all claims of creditors of Seller relating to the purchase and sale of alcoholic beverages at the Hotel arising prior to the Cut-Off Time. Prior to Closing, Purchaser or Purchaser’s designee shall file with the Department of Alcoholic Beverage Control (“ABC”) an application for a temporary permit (“Temporary License”) allowing Purchaser to operate the Liquor License Property effective as of the Closing while the transfer application for a permanent alcoholic beverage license or licenses (the “Permanent License”) is pending. To the extent required by the ABC, Seller shall surrender the Liquor License to the ABC as of the Closing in accordance with the ABC’s rules and execute all necessary forms required by the ABC for the Purchaser or the Purchaser’s designee to obtain a Temporary License. If a Temporary License is granted to Purchaser or Purchaser’s designee, then as of the Closing Date and prior to the issuance of a Permanent License, Purchaser shall operate the alcoholic beverage operations pursuant to the Temporary License in a lawful manner. Purchaser or Purchaser’s designee shall pay any application fees or other transfer costs required to effectuate the transfer of the Liquor License, except that Seller and Purchaser shall each pay one-half of the charges for the Liquor Escrow. If the Purchaser is unable to obtain the transfer of the Liquor License, or obtain a Temporary License, or obtain a new Permanent License prior to the Closing, then, on the Closing Date, Seller and Purchaser shall enter into an interim arrangement (the “Interim Arrangement”) whereby Seller shall operate the liquor concessions at the Hotel on behalf of Purchaser pending the transfer or issuance of the Liquor License to Purchaser and Purchaser shall indemnify Seller against any liabilities incurred in such operation. Seller represents and warrants to Purchaser that it is unaware of any reason why the ABC should deny the application to transfer the Liquor License or a Temporary License from the Seller to the Purchaser or the Purchaser’s designee. The provisions of this Section 5.05(k) shall survive the Closing. (l) Seller will promptly provide Purchaser with notice of any actual or proposed change in the assessed value of the Property or any portion of the Property (including any tentative or preliminary assessment) and of the institution or proposed institution of any proceeding (whether formal, informal, judicial or administrative) relating to any such change or proposed change. Seller will not take any action with respect to the contesting and/or resolution of the taxable assessed value of the Land and Improvements without the prior written consent of Purchaser, which consent shall not be unreasonably withheld. (m) Seller shall cause its designee not request or initiate any proceeding or other action to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans change any zoning classification applicable to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have Property or any other Law which governs the right to purchase such a contract at use or occupancy of the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage LoanProperty. (3n) Seller shallshall prior to the Closing obtain an estoppel certificate, in the form and substance required by Purchaser’s lender and reasonably acceptable to Purchaser and dated no later earlier than fifteen thirty (1530) days prior to the related Transfer Closing Date, cause its Current Servicer from each tenant under a Space Lease and from any owner’s association to inform all Mortgagors of which the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such noticesProperty is subject. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5o) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following days after the day Effective Date apply for, and thereafter diligently seek to obtain from Hilton, Hilton’s written waiver of its existing right to purchase the Property as set forth in the Existing Franchise Agreement, and shall notify Purchaser in writing promptly upon Seller’s receipt of same, which notice shall contain a copy of said waiver. (p) Seller shall within ten days after the Effective Date deliver to Purchaser a supplement to Exhibits C and D listing, for each Space Lease and Hotel Contract set forth thereon, (i) a brief description of (x) the space demised under each such Space Lease and (y) the services or materials provided under each such Hotel Contract, (ii) the date on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty current term of such Space Lease or Hotel Contract expires, (30iii) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing brief description of any of automatic renewal provisions in each such Space Lease or Hotel Contract and (iv) the Mortgage Loanscurrent monthly rent payable under each such Space Lease and the current payments due under each Hotel Contract (on a monthly or quarterly basis, as applicable). To the extent any equipment lease is listed on Exhibit D and is not identified as such on Exhibit D as attached hereto, such supplement shall specifically identify such equipment lease as an equipment lease.

Seller’s Covenants. Seller covenants and agrees with Purchaser to take that during the following actionsperiod from the Effective Date through the Closing Date, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designee: (a) Prior to each Transfer Date: (1) Seller shall inform all hazard, flood, earthquake, private mortgage and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan or earlier termination of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policythis Contract, Seller shall cause such policy to be canceled as of perform the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, following covenants: 7.5.1 Seller shall provide use commercially reasonable efforts to Purchaser continue to operate and maintain the Property in a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection manner generally consistent with the transfer of manner in which Seller has operated and maintained the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days Property prior to the related Transfer Datedate hereof. 7.5.2 A copy of any amendment, cause its Current Servicer renewal, extension, termination, or expansion of an existing Lease or of any new Lease that Seller wishes to inform all Mortgagors execute between the Effective Date and the date of the change in servicer from Seller Closing (“New Lease Documents”) shall be submitted to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held execution by Seller, . Purchaser agrees to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, notify Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within writing within five (5) Business Days after Purchaser’s receipt thereof of either its approval or disapproval of any New Lease Documents, including all Leasing Expenses (defined below) to be incurred in connection therewith. In the Transfer Date, event Purchaser fails to notify Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as in writing of Purchaser’s approval or disapproval within the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days business day period set forth above, Purchaser shall be deemed to have approved such New Lease Document. At Closing, Purchaser shall (a) reimburse Seller for any tenant inducement costs, tenant improvement costs, tenant allowances, leasing commissions (whether paid to an in-house, affiliated or third party leasing agent or broker) or other expenses, including legal fees (collectively, “Leasing Expenses”), paid by Seller in connection with or pursuant to any New Lease Documents entered into on or after the Transfer Effective Date, and (b) assume all Leasing Expenses relating to such New Lease Documents not paid by Seller prior to the Closing Date. Seller shall be responsible for all outstanding Leasing Expenses due and payable as of the Closing Date related to all leases executed prior to the Effective Date (the “Existing Leasing Expense Obligations”), and to the extent Mortgage Loan histories are availablesuch Existing Leasing Expense Obligations have not been paid by Seller as of Closing, Purchaser shall be entitled to a credit at Closing in the amount of the unpaid portion of such Existing Leasing Expense Obligations, and Purchaser shall assume all such unpaid portion of the Existing Leasing Expense Obligations as and when they become due; provided, however, that none of the Leasing Expenses referenced in Schedule 7.5.2 shall be included as Existing Leasing Expense Obligations, Seller shall not be obligated to pay (nor shall Purchaser be entitled to any credit for) such Leasing Expenses, and Purchaser shall be liable for paying all such Leasing Expenses referenced on Schedule 7.5.2. In the event that Seller has funded any of the Leasing Expenses listed in Schedule 7.5.2 prior to Closing, Purchaser shall credit Seller for such amounts at Closing. 7.5.3 Seller shall not enter into, renew, extend, amend, or modify any Operating Contracts or other agreements affecting the Property (other than agreements that are terminable on no more than 30 days’ prior notice without penalty) without Purchaser’s prior written approval, which approval shall not be unreasonably withheld, conditioned or delayed. 7.5.4 Seller shall promptly advise Purchaser of any written notice of litigation received by Seller that will materially and negatively affect the ownership or operation of the Property or Seller’s ability to perform its obligations under this Contract. 7.5.5 Seller shall not voluntarily encumber the Property, except as required by court order or as required by law. 7.5.6 Seller shall use commercially reasonable efforts to obtain and deliver to Purchaser Mortgage Loan histories in bulk or electronically. prior to the Closing Date “Estoppel Certificates” (3herein so called) executed by space tenants under all Leases. It shall be a condition to Purchaser’s obligation to close that Seller shall deliver have delivered Estoppel Certificates for tenants who comprise seventy percent (70%) (the “Required Percentage”) of the total leased square footage of the Improvements, in substantially the form attached hereto as Exhibit G. If Seller has not been able to Purchaser any correspondence received obtain the Required Percentage of Estoppel Certificates by the Closing Date, despite having used its commercially reasonable efforts to do so, Seller shall have the right, at its sole option, to provide an estoppel certificate executed by Seller relating in the form of Exhibit M (the “Seller Estoppel”) for Leases covering a total square footage of space in the Improvements that, when added to the Mortgage Loans after Estoppel Certificates received from tenants, total the Transfer Required Percentage; provided that if Seller has delivered Estoppel Certificates for tenants comprising less than sixty-five percent (65%) of the total leased square footage of the Improvements by the Closing Date, such as tax billsPurchaser shall have the right, insurance billsin its sole discretion, borrower letters and to (a) postpone the like. Such items shall be forwarded Closing Date for up to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent by giving Seller notice of such election, (b) accept a Seller Estoppel and proceed to Closing, or (c) terminate this Contract and the 777 Main Contract pursuant to the Transfer immediately following sentence. Purchaser’s sole remedy for Seller’s failure to obtain the required Estoppel Certificates pursuant to this Section 7.5.6, having used its commercially reasonable efforts to do so, shall be to terminate this Contract and the 777 Main Contract and receive the Xxxxxxx Money (less the Independent Contract Consideration) from Seller; notwithstanding the foregoing, if Purchaser elects to accelerate the Closing Date pursuant to Section 9.1, Purchaser shall waive its rights to (a) postpone the Closing Date in order to receive the Required Percentage of Estoppel Certificates, (b) require Seller to deliver any Seller Estoppels, and via regular mail thereafter. (4c) terminate this Contract and the 777 Main Contract if Seller shall deliver fails to obtain the Required Percentage of Estoppel Certificates pursuant to this Section 7.5.6, having used its commercially reasonable efforts to do so. If Seller provides one or more Seller Estoppels covering any Lease or Leases for which an Estoppel Certificate is subsequently delivered to Purchaser any payments on the Mortgage Loans received by (a “Superseded Seller from the related Mortgagors for a period Estoppel”), effective upon Purchaser’s receipt of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. ThereafterEstoppel Certificate, Seller shall return have no further liability under the applicable Superseded Seller Estoppel. Seller’s liability under any Seller Estoppel shall be subject to and limited by the related Mortgagors any payments on the Mortgage Loans received by Sellerprovisions of Section 7.3 hereof. (5) 7.5.7 Seller shall mail yearcontinue to maintain All Risk Property insurance in the Property’s full replacement value with reputable insurance carriers licensed or authorized to do business in the state where the Property is located, with a minimum Best’s rating of A-end statements reporting interest income VII. 7.5.8 Seller shall use commercially reasonable efforts to obtain an estoppel certificate, in a form mutually agreeable to Purchaser and interest expense . statements to all Mortgagors for Seller, from Xxxxxxxx Xxxxxx regarding: (a) the period from January Parking Facilities Agreement between Crescent Real Estate Funding III, L.P. and Xxxxxxxx Xxxxxx, dated December 31, 2002, amended by that certain first amendment dated July 1, 1999 through 2006; and (b) the Transfer Date. (c) Purchaser Site Coordination Agreement between Crescent Real Estate Funding III, L.P. and Xxxxxxxx Xxxxxx, dated December 31, 2002. Purchaser’s obligation to purchase the Property shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing conditioned on receipt of any of the Mortgage Loanssuch estoppel certificate.

Seller’s Covenants. Seller covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designee: (a) Prior Absent the occurrence of the Facility End Date, the Seller will not directly or indirectly sell, transfer, assign, pledge or otherwise dispose of any Purchased Loan or any Available Unfunded Commitments other than to each Transfer Date: (1) the Purchaser pursuant to Section 2.2 hereof; provided that the Seller shall inform all hazardbe permitted to sell, floodtransfer, earthquakeassign or otherwise dispose of the portion of Purchased Loans and Available Unfunded Commitments that the Seller attempts, private mortgage but is unable, to sell to the Purchaser pursuant to Section 2.2 to the extent that the Purchaser (i) defaults in any material respect on its obligations under Section 2.2 not due to any act or omission by the Seller or any of its affiliates or any of its lenders with respect to such portion of such Purchased Loans and Available Unfunded Commitments and (ii) has not cured such default prior to the date of such sale, transfer, assignment or other disposition by the fifth business day after the earlier of the Purchaser being notified in writing or otherwise becoming aware of such default; provided, further, that the Seller may pledge any other insurance companies and/or their agents providing insurance Purchased Loans and Available Unfunded Commitments to secure obligations of Seller to an unaffiliated third party financing provider to the Seller in the ordinary course of business of the Seller (which pledge shall be released on or prior to the Settlement Date of the Forward Purchase of such Purchased Loan and Available Unfunded Commitment). Subject to the immediately foregoing sentence, the Seller shall not directly or indirectly create, incur, assume or suffer to exist any Lien of any kind with respect to any related Mortgage Purchased Loan of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage LoansUnfunded Commitment. (b) After The Seller hereby covenants and agrees that this Agreement and its obligations hereunder do not and will not conflict with, or result in a breach of, any agreement that it is a party to in any material respect and that at all times it will be able to consummate each Transfer DateForward Purchase and sell, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage assign and transfer each Purchased Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, each Available Unfunded Commitment to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk (or electronically. (3its designee) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters free and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments clear of all Liens on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer applicable Settlement Date. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any of the Mortgage Loans.

Seller’s Covenants. 10.1 Seller covenants and agrees with Purchaser to take that between the date hereof and the Closing Date it shall perform or observe the following actions, at Seller's own expense, it being understood by with respect to the parties hereto that the following actions may be undertaken by Seller's designeePremises: (a) Prior to each Transfer Date: (1) Seller shall inform all hazardSeller, floodas landlord, earthquake, private mortgage and will not enter into any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller new leases with respect to the Mortgage LoansPremises, shall include hard copy trial balance reports and schedules if requestedor renew or modify any Lease, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to without Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loansprior written consent. (b) After each Transfer DateIf prior to the Closing Date Seller shall have received from (i) any insurance company which issued a policy with respect to the Premises, Seller(ii) any board of fire underwriters or other body exercising similar functions, at Seller's expenseor (iii) the holder of any mortgage, shall furnish any notice requiring or cause recommending any repair work to be done on the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer DatePremises, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of do the Transfer Date, reporting all unposted payments same expeditiously and unearned fees which are deemed collected as of the Transfer Date, diligently at its own cost and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, expense prior to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Closing Date. (c) Seller will operate and maintain the Premises in the ordinary course of business and use reasonable efforts to reasonably preserve for Purchaser the relationships of Seller and Seller's Tenants, suppliers, managers, employees and others having on-going relationships with the Premises. Seller will complete any capital expenditure program currently in process or anticipated to be completed. Seller will not defer taking any actions or spending any of its funds, or otherwise manage the Premises differently, due to the pending sale of the Premises. (d) Seller shall not be required to assume not: (i) Enter into any representations and warranties made by agreement requiring Seller to do work for any third partyTenant after the Closing Date without first obtaining the prior written consent of Purchaser; or (ii) Accept the surrender of any Service Contract or Lease, or made grant any concession, rebate, allowance or free rent. (e) Seller shall not, between the date hereof and the Closing Date, apply any of such Security Deposits with respect to any Tenant in occupancy on the Closing Date. (f) Between the date hereof and the Closing Date, Seller by any entity that sold a Mortgage Loan to Sellerwill not renew, relating to the underwriting, origination extend or prior servicing of modify any of the Mortgage LoansService Contracts without the prior written consent of the Purchaser in each instance first had and obtained. At the Closing, Seller will cancel or will have previously cancelled (effective on the Closing Date) all Service Contracts except those which Purchaser has agreed in writing to assume, with all cancellations at Seller's sole cost and expense. (g) Seller shall not remove any Personal Property as set forth in Exhibit "B" annexed hereto, fixtures or equipment located in or on the Premises, except as may be required for repair and replacement. All replacements shall be free and clear of liens and encumbrances and shall be of quality at least equal to the replaced items and shall be deemed included in this sale, without cost or expense to Purchaser. (h) Seller shall, upon request of Purchaser at any time after the date hereof, assist Purchaser in its preparation of audited financial statements, statements of income and expense, and such other documentation as Purchaser may reasonably request, covering the period of Seller's ownership of the Premises. (i) Between the date hereof and the Closing Date, Seller will make all required payments under any mortgage affecting the Premises within any applicable grace period, but without reimbursement by Purchaser therefor. Seller shall also comply with all other terms covenants, and conditions of any mortgage on the Premises. (j) Seller shall not cause or permit the Premises, or any interest therein, to be alienated, mortgaged, liened, encumbered (other than by mechanic's or materialman's liens or claims which are removed or bonded against prior to Closing) or otherwise be transferred. (k) Up to and including the Closing Date, Seller agrees to maintain and keep such hazard, liability and casualty insurance policies in full force and effect in such amounts and covering such risks sufficiently to protect the Premises and to protect, to a reasonable and prudent extent, the owner of the Premises, in such amounts as are required so as not to be deemed a co-insurer, and for actual replacement cost, against any loss, damage, claim or liability. (l) Seller shall permit Purchaser and its authorized representatives to inspect the Books and Records of its operations at all reasonable times for a period of one (1) year subsequent to the Closing Date. All Books and Records not conveyed to Purchaser hereunder shall be maintained for Purchaser's inspection at Seller's address as set forth above. (m) All violations of laws, statutes, ordinances, regulations, orders or requirements affecting the Premises, whether or not such violations are now noted in the records of or have been issued by any Governmental Authorities will be complied with by Seller and the Premises will be conveyed free of any such violations. 10.2 Seller covenants and agrees that commencing at the Closing and continuing during such time as Whiteweld, Barrister & Xxxxx, Inc. occupies space in the Building, Purchaser shall retain the right, at Purchaser's sole discretion, to use the name "Whiteweld Centre". Provided that Purchaser is using said name, Seller, its affiliates or both shall not use said name in competition with Purchaser.

Seller’s Covenants. Seller covenants and agrees with Purchaser to take that after the following actionsEffective Date until the Closing or termination of this Agreement, at Seller's own expense, it being understood by Seller shall conduct its business involving the parties hereto that the following actions may be undertaken by Seller's designeeProperty as follows: (a) Prior to each Transfer Date: (1) Seller shall inform all hazard, flood, earthquake, private mortgage and any other insurance companies and/or their agents providing insurance with respect not transfer title to any related Mortgage Loan of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller shall cause such policy to be canceled as Property (other than use of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with regular business inventory or the transfer of Personal Property no longer used in the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors operation of the change Real Property which has been replaced with similar property, all in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format ordinary course of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4business) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records or create on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium Property any easements, if any,restrictions, and all hazardcovenants, flood, earthquake and mortgages or other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for encumbrances which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loanssurvive Closing. (b) After each Transfer DateSeller shall not enter into or amend any contracts or other agreements pertaining to the Property that will survive Closing, Sellerother than (i) leases (which are specifically addressed in Section 14.1), at Seller's expense(ii) contracts or other agreements reasonably entered into in response to an emergency situation caused by a casualty, shall furnish and (iii) contracts or cause other agreements that are entered into to fulfill an obligation of Seller under the Current Servicer Leases and have been approved in writing by Purchaser (such approval not to furnishbe unreasonably withheld, the following conditioned or delayed and will be deemed given if Purchaser fails to Purchaser: respond to a written request for approval within ten (110) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports business days with a notice setting forth all Mortgage Loan escrow/impound balances in reasonable detail the reasons for disapproval). At Closing, Purchaser shall assume any contracts and agreements entered into by Seller pursuant to clause (ii) of this Section 13.1(b), provided that Purchaser shall receive a credit against the Purchase Price to the extent amounts outstanding under such contracts or agreements as of the Transfer DateClosing Date are not anticipated to be covered by insurance proceeds assigned to Purchaser or insurance deductibles paid to Purchaser at Closing pursuant to Section 12.2. At Closing, reporting all unposted payments Purchaser shall assume any contracts and unearned fees which are deemed collected agreements entered into by Seller pursuant to clause (iii) of this Section 13.1(b), provided that Purchaser shall receive a credit against the Purchase Price for any amounts outstanding under such contracts or agreements as of the Transfer Date, and including a reconciliation of Closing Date that are not operating expenses (any such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories amounts that are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items operating expenses shall be forwarded prorated pursuant to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer DateSection 5.4). (c) Purchaser Seller shall not be required to assume any representations collect rent more than one month in advance other than as expressly provided in or contemplated by the terms and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any conditions of the Mortgage LoansLeases.

Seller’s Covenants. Seller covenants and agrees with Purchaser to take that between the following actions, at Seller's own expense, it being understood by date hereof and the parties hereto that the following actions may be undertaken by Seller's designeedate of Closing: (a) i. Promptly upon obtaining knowledge of the institution of any proceedings for the condemnation of the Property, or any portion thereof, or any other proceedings arising out of injury or damage to the Property, or any portion thereof, Seller will notify Purchaser of the pendency of such proceedings; ii. Seller will advise Purchaser promptly of any litigation, arbitration or administrative hearing concerning or affecting the Property of which Seller has notice; iii. Seller will maintain all casualty and liability insurance policies currently covering the Property or any part thereof in full force and effect with the casualty limits at not less than those in existence on the Effective Date; iv. Seller will continue to operate and maintain the Property in the ordinary course of business substantially in accordance with Seller’s practices prior to the date hereof, normal wear and tear and casualty damage excepted, and Seller shall be responsible and agrees to pay all costs and expenses pertaining to the ownership and operation of the Property prior to the date of Closing, except for New Leases as provided in Paragraph 8.B.iii; and v. Prior to each Transfer Date: (1) Seller shall inform all hazard, flood, earthquake, private mortgage and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Termination Date, Seller shall provide continue to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract execute and enter into any new lease, license or occupancy agreement for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors or some portion of the change in servicer from Seller to Purchaser by written notice Real Property or enter into any amendment, renewal, expansion or modification to, or termination of, any Existing Lease (all of the foregoing, a “New Lease”) in accordance with applicable law; provided, however, Seller’s normal business practices. After the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by PurchaserTermination Date, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of not execute or enter into any New Lease unless Seller during normal business hours. (5) Seller obtains Purchaser’s advance written consent to such New Lease, which consent shall cause its designee to pay all private mortgage insurance premium , if any,not be unreasonably withheld, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, consent shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents given or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser not within five (5) Business Days following the day on which the correspondence is received by Sellerbusiness days after written request (with failure to respond during such period being deemed approval). The correspondence shall list of prospective New Leases which is to be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser shall not be required to assume any representations and warranties made provided by Seller to any third partyPurchaser pursuant to Exhibit “B” will be true and correct, or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwritingbest of Seller’s knowledge, origination or prior servicing of any as of the Mortgage Loansdate thereof. Seller will, prior to the Termination Date, keep Purchaser informed as to any New Leases.

Seller’s Covenants. Seller covenants and agrees with Purchaser to take that, through and including the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeeClosing Date: (a) Prior to each Transfer Date: So long as Purchaser is not in default (1) Seller shall inform all hazard, flood, earthquake, private mortgage beyond any applicable notice and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policycure periods), Seller shall cause such policy will not accept any back up offers to be canceled as of sell the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage LoansProperty. (b) After each Transfer DateSeller shall not make changes in the Construction Documents without Purchaser’s prior approval in the manner required in Exhibit F hereto. However, Seller, at Seller's expense, shall furnish Construction Contract change orders that do not constitute a material deviation from the Construction Documents or cause result in a change to the Current Servicer Purchase Price need not be approved by Purchaser. (c) Any proposed changes to furnish, the following Construction Documents that must be approved by Purchaser will be delivered to Purchaser: (1) Within ’s Designated Representative in a timely manner. Purchaser shall have five (5) Business Days after business days, or such other period as may be mutually acceptable to the Transfer Dateparties hereto, Seller will deliver to review such changes. Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation shall not unreasonably withhold its approval of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the likechanges. Such items Purchaser’s approval shall be forwarded to Purchaser deemed given if not provided within five (5) Business Days following business days of delivery to Purchaser’s Designated Representative, or such other period as may be mutually acceptable to the day on which parties hereto, after the correspondence is received by Sellerdate of Purchaser’s receipt of the proposed changes. The correspondence Seller shall cooperate with Purchaser and will execute such documents as may be forwarded reasonably required to assign the contract with the General Contractor and the Architect’s agreement to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafterafter Closing. (4d) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors Following execution of this Agreement, Seller, at is sole cost and expense, will prepare a lot line adjustment application for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent submittal to the Transfer Date and via regular mail for City of Alameda to reconfigure the following thirty parcels, which make up the Land, as shown on Exhibit A-1. (30e) days. ThereafterPrior to commencement of construction of the Improvements, Seller shall return cause, at no cost to Purchaser, the related Mortgagors any payments on release of the Mortgage Loans received by SellerLand from the lien of the Fremont Mortgage. (5f) Prior to the Effective Date, Seller shall mail year-end statements reporting interest income and interest expense . statements release the Land from the lien of the Fremont Mortgage or obtain from Fremont, at no cost to all Mortgagors for Purchaser the period from January 1, 1999 through the Transfer DateFremont Consent. (cg) Purchaser From and after the Closing and during the one year warranty period under the Construction Contract, Seller and its construction manager shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan cooperate reasonably at no out-of-pocket cost to Seller, relating to resolve any disputes between the Purchaser and the General Contractor and/or the Architect concerning the physical condition of the Property after the Closing Date. To the extent of proceeds of insurance, if any, maintained, by Seller exclusively covering the construction of the Improvements, made available to Seller for such purpose, Seller warrants the Improvements against defects. Seller and Purchaser hereby acknowledge and agree that, other than the foregoing, Seller makes no warranty whatsoever with regard to the underwritingImprovements other than as expressly stated in this Section 14(g), origination or prior servicing and that Seller’s liability for any defects shall be limited to the available proceeds of any insurance, if any, maintained by Seller exclusively covering the construction of the Mortgage LoansImprovements. (h) After commencement of the Improvements and until Seller achieves Substantial Completion of the Improvements, Seller will carry all property insurance as required by the Construction Contract. As soon as is reasonably practical after receipt of Purchaser’s request and at Purchaser’s sole cost and expense, Seller shall carry earthquake insurance on the Improvements, to the extent Seller is able to obtain such coverage. To the extent carried by Seller, Seller shall name Purchaser as an additional insured under any primary commercial general liability insurance policy exclusively covering the construction of the Improvements.

Seller’s Covenants. Seller covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeeto: (a) Prior In addition to each Transfer Date:required deliveries hereunder, use reasonable efforts to sign and deliver to Buyer such additional agreements and other documents, and to do such other acts and things, as may be required to complete the transactions contemplated by this Agreement; (1b) Cooperate with Buyer in obtaining all governmental and regulatory consents, approvals, licenses, waivers and the like required to be fulfilled or obtained for the completion of the transactions contemplated by this Agreement; (c) Seller shall inform promptly, but in no event later than ten (10) business days after receipt of a request by Buyer, furnish Buyer with all hazardinformation concerning Seller required for inclusion in any application or statement to be made by Buyer or to be filed by Buyer with any governmental body in connection with the transactions contemplate by this Agreement, floodand Seller represents and warrants that all information so furnished for such statements and applications shall be true and correct in all material respects and shall not omit any material fact required to be stated therein or necessary to make the statements made, earthquakein light of the circumstances under which they were made, private mortgage not misleading; (d) Remove all signage from the Branches at the expense of Seller on or before the Closing Date or within seventy-two (72) hours thereafter, it being understood that Buyer shall be responsible for installation of its signage at its expense on or after the Closing Date; (e) During the period from the date hereof until the Closing or the earlier termination of this Agreement, and except as expressly permitted by this Agreement or otherwise consented to or approved by Buyer in writing (such consent or approval not to be unreasonably withheld): (i) Not permit the Branches to incur any material liabilities or material obligations (whether directly or by way of guaranty, endorsement, surety contract or otherwise) including without limitation any obligation for borrowed money or evidenced by any note, bond, debenture or similar instrument, except for (a) such liabilities or obligations not exceeding $5,000 individually or $10,000 in the aggregate per Branch, (b) deposit liabilities incurred in the ordinary course of business pursuant to Seller' s customary rate schedules, and (c) other insurance companies and/or their agents providing insurance liabilities and obligations incurred in the ordinary course of business; (ii) Not sell, transfer, mortgage, encumber or otherwise dispose of any of the Assets except for the disposition of Assets (other than the Real Estate, Real Estate Improvements or Leasehold Improvements) in the ordinary course of business or as contemplated in Schedule 6.1(e)(ii); (iii) Except as provided in Article 8, not cause or solicit any of Seller's customers to cause the transfer from the Branches to Seller's other operations of any deposits of the type included in the Liabilities, provided, however, that Seller may transfer deposits to Seller's other branches or offices upon request of the depositors; (iv) Not make any capital commitments with respect to the Real Estate, Real Estate Improvements, and the Leasehold Improvements except capital commitments made in the ordinary course of business not exceeding $5,000 per Branch in the aggregate; provided that Seller can make any related Mortgage Loan emergency repairs required to restore any Branch to a safe operating condition; (v) Maintain the Real Estate, the Real Estate Improvements, the Leasehold Improvements, and the Furniture, Fixtures and Equipment substantially in accordance with its normal practices, and keep such property in its present condition, ordinary wear and tear excepted; (vi) Operate the Branches and the business thereof in the ordinary course and use reasonable efforts prior to Closing to preserve for the benefit of Buyer after the Closing its business, goodwill and relationships with customers and suppliers; (vii) Upon prior reasonable notice, provide to Buyer reasonable access during normal business hours to and the opportunity to review and inspect the Real Estate, the Real Estate Improvements, the Leasehold Improvements, the Furniture, Fixtures and Equipment, and the Records (including without limitation any review Buyer elects to conduct pursuant to Section 6.5); furnish to Buyer such reports and compilations pertaining thereto as Buyer shall reasonably request from time to time (provided that Seller shall have no obligation to assemble any new reports or compilations not already prepared in the ordinary course of Seller's business); and furnish to Buyer such other information within Seller's possession pertaining to the Assets and the Liabilities and the business of the transfer and request a change Branches as Buyer may reasonably request. In no event, however, will Seller be obligated to incur any fees or expenses (including accounting or other professional fees) other than the indirect costs associated with the employment of Seller's existing employees in connection with the loss payee mortgage endorsement clause to Purchaser's namefurnishing of any such information or reports. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer DateIn addition, Seller shall provide Buyer reasonable access to Purchaser the Branches for a list mutually agreeable period of all related Mortgage Loans covered by force placed insurance that will time preceding the Closing Date for the purpose of installing teller terminals and other equipment. Buyer agrees to cause the installation of such equipment to be canceled effected in connection with a manner intended to minimize disruption to the transfer operations of the related Servicing Rights to Purchaser.Branches; (2viii) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in placeNot enter into any service, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a maintenance or other contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering or any of the Mortgage Loans, and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received on or after the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as of the Transfer Date (such information shall include, but not be limited to, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting all computer files maintained by Seller with respect to the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, shall be in a format and storage medium acceptable for conversion to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer Date. (c) Purchaser shall not be required to assume any representations and warranties made by Seller to any third party, or made to Seller by any entity that sold a Mortgage Loan to Sellerequipment lease, relating to the underwritingoperations of the Branches for which Buyer shall have any responsibility after the Closing; (ix) Not introduce any new material method of management or operation of the Branches; (x) Not take any action that may result in a material adverse change in the business of the Branches or the Assets; (xi) Not take or fail to take any action that would cause or permit the representations made in Section 7.1 to be inaccurate at the time of the Closing or preclude Seller from making such representations and warranties at the time of the Closing; or (xii) Except in the ordinary course of business, origination not make any material modifications, including, but not limited to, any changes in collateral, repayment terms or prior servicing of interest rates, to any of the Mortgage LoansAssets or Liabilities.

Seller’s Covenants. Seller covenants and agrees with Purchaser to take that during the period from the Agreement Date through the Closing Date, or earlier termination of this Contract, Seller will perform the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designeecovenants: (a) Prior Seller shall operate and maintain the Property in a manner generally consistent with the manner in which Seller has operated and maintained the Property prior to each Transfer the Agreement Date:, reasonable wear and tear excepted. Seller shall deliver the Property at Closing in substantially the same condition as it was on the Agreement Date, reasonable wear and tear excepted. None of the Personal Property shall be removed from the Property, unless replaced by personal property of equal or greater utility or value. (1b) Seller shall inform all hazard, flood, earthquake, private mortgage and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to Purchaser. (2) Seller shall cause its designee make commercially reasonable efforts to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans and deliver to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shallBuyer, no later than fifteen five (155) business days prior to the related Transfer Closing Date (the “Estoppel Return Date”), cause its Current Servicer to inform all Mortgagors a tenant estoppel certificate in substantially the form of Exhibit I attached hereto executed by each tenant at the change in servicer from Seller to Purchaser by written notice in accordance with applicable lawProperty; provided, however, the content form of tenant estoppel certificate shall reflect appropriate changes thereto for any tenant that has specific requirements in its Lease regarding the form of the tenant estoppel certificate. An executed tenant estoppel certificate in the form of Exhibit I (as such form may be changed for any tenant that has specific requirements in its Lease regarding the form of the tenant estoppel certificate) is herein referred to as a “Tenant Estoppel.” Seller shall deliver each Tenant Estoppel to Buyer promptly following Seller’s receipt thereof. Notwithstanding anything contained herein to the contrary, it shall be a condition precedent to the obligation of Buyer to consummate the transaction that is the subject of this Agreement that Seller deliver to Buyer, on or before the Estoppel Return Date, Tenant Estoppels executed by (a) tenants occupying, in the aggregate, at least eighty percent (80%) of the leased square footage at the Property, and format (b) each tenant that leases more than five thousand (5,000) square feet at the Property (such condition being herein referred to as the “Tenant Estoppel Condition”). In the event that Seller is unable to satisfy the Tenant Estoppel Condition by the Estoppel Return Date, Seller shall not be in default under this Agreement. However, if the Tenant Estoppel Condition is not fulfilled as of such letters the Estoppel Return Date, then, for three (3) business days thereafter, Buyer shall have the prior approval of Purchaseroption either to (i) waive the Tenant Estoppel Condition, or (ii) extend the Closing Date for up to fourteen (14) days to allow Seller more time to obtain additional estoppel certificates. Seller shall promptly provide Purchaser with copies of all such notices. If Buyer elects to extend the Closing Date pursuant to clause (4ii) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premiums for insurance covering any of the Mortgage Loans, preceding sentence and real estate taxes for which bills have been received prior to the Transfer Date on all Mortgage Loans with impound/escrow accounts, to the extent such premiums or taxes would be delinquent if unpaid within thirty (30) days after the Transfer Date. Seller will send to Purchaser, and Purchaser will pay, any bills received Tenant Estoppel Condition is still not fulfilled on or after before the Transfer Date and any such bills received prior to the Transfer Date which Seller is not required to pay pursuant to this subparagraph. (6) Available computer or like records reflecting the status of payments, balances and other pertinent information on the Mortgage Loans as expiration of the Transfer Date fourteen (such information shall include14) day extension period, but not be limited tothen Buyer may elect the option set forth in clause (i) of the preceding sentence or terminate this Agreement by written notice to Seller, comprehensive tax and insurance information for each Mortgage Loan, identifying payee, payee address, next payment due date, next amount payable, policy number/parcel number). Such records shall include magnetic tapes reflecting in which event all computer files maintained by Seller with respect to of the Mortgage Loans, shall include hard copy trial balance reports and schedules if requested, and as reasonably required by Purchaser, to the extent reasonably feasible, Deposit shall be in a format and storage medium acceptable for conversion returned to Purchaser's servicing computer system, and shall be delivered no later than the Transfer Date. (7) A hard copy of the mortgage loan file for each Mortgage Loan (the "Loan File") consisting of all documents available to Seller with respect to such Mortgage Loan, including original credit files held by Seller, to be delivered on the related Transfer Date. In addition, upon Purchaser's reasonable request, Seller shall assist Purchaser in all reasonable respects in Purchaser's efforts to obtain any additional documents or information necessary to enable Purchaser to service the Mortgage Loans properly. (8) Copies of all investor cut-off or accounting reports submitted by Seller relating to the Mortgage Loans as of the related Transfer Date, including a trial balance and reports of collections, delinquencies, prepayments, curtailments, escrow payments, escrow balances, partial payments, partial payment balances and other like information on the Mortgage Loans. (b) After each Transfer Date, Seller, at Seller's expense, shall furnish or cause the Current Servicer to furnish, the following to Purchaser: (1) Within five (5) Business Days after the Transfer Date, Seller will deliver to Purchaser reports setting forth all Mortgage Loan escrow/impound balances as of the Transfer Date, reporting all unposted payments and unearned fees which are deemed collected as of the Transfer Date, and including a reconciliation of such escrow/impound balances. (2) Within five (5) Business Days after the Transfer Date, to the extent Mortgage Loan histories are available, Seller will deliver to Purchaser Mortgage Loan histories in bulk or electronically. (3) Seller shall deliver to Purchaser any correspondence received by Seller relating to the Mortgage Loans after the Transfer Date, such as tax bills, insurance bills, borrower letters and the like. Such items shall be forwarded to Purchaser within five (5) Business Days following the day on which the correspondence is received by Seller. The correspondence shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail thereafter. (4) Seller shall deliver to Purchaser any payments on the Mortgage Loans received by Seller from the related Mortgagors for a period of seventy-five (75) days following the Transfer Date. Seller shall forward any such payment to Purchaser within two (2) Business Days after Seller's receipt thereof. Such payments shall be forwarded to Purchaser via overnight courier for the first thirty (30) days subsequent to the Transfer Date and via regular mail for the following thirty (30) days. Thereafter, Seller shall return to the related Mortgagors any payments on the Mortgage Loans received by Seller. (5) Seller shall mail year-end statements reporting interest income and interest expense . statements to all Mortgagors for the period from January 1, 1999 through the Transfer DateBuyer. (c) Purchaser Seller shall assist in efforts to obtain documentation that may be required by a warrantor in order to consummate an assignment to Buyer of any warranties included in the Property and Buyer shall pay any fee required to transfer any such warranty. Failure to obtain or complete such documentation shall not be required to assume constitute a default hereunder by either party. (d) Seller shall promptly advise Purchaser of any representations and warranties made written notice of litigation received by Seller to any third party, that will materially and negatively affect the ownership or made to Seller by any entity that sold a Mortgage Loan to Seller, relating to the underwriting, origination or prior servicing of any operation of the Mortgage LoansProperty and any alleged default by a tenant under any Leases. (e) Seller shall not affirmatively encumber the Property, except as required by court order or as required by law.