Common use of Closing Documents Clause in Contracts

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) The Pooling and Servicing Agreement duly executed by the parties thereto; (c) The Indemnification Agreement duly executed by the parties thereto; (d) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (ce) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers; (df) An officer's certificate from As certified by an officer of the Seller, true and correct copies of (i) the resolutions of the board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement and the Indemnification Agreement, (ii) the organizational documents of the Seller, and (iii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date; (signed in his/her capacity as an officer)g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby; (h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon which request, the Purchaser other parties to the Pooling and Servicing Agreement; and (i) A letter of counsel of the Underwriters may relySeller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his such counsel's attention that would lead him such counsel to believe that the Specified Portions of the Prospectus Supplement, Supplement as of the date of the Prospectus Supplement, thereof or as of the Closing DateDate contains, included with respect to the Seller or include the Mortgage Loans, any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof Seller or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, shall consist of Annex A and Annex D thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-The Parties-SUMMARY OF PROSPECTUS SUPPLEMENT--THE PARTIES--The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-, "SUMMARY OF PROSPECTUS SUPPLEMENT--THE MORTGAGE LOANS", "RISK FACTORS--The Mortgage Loans," "Risk Factors-The Mortgage Loans," and , "Description of the Mortgage Pool-DESCRIPTION OF THE MORTGAGE POOL--General," "-Mortgage , "--Mortgage Loan History," "-Certain , "--Certain Terms and Conditions of the Mortgage Loans," "-Assessments , "--Assessments of Property Condition," "Co, "--Co-Lender Loans," "-Additional , "--Additional Mortgage Loan Information," "-Twenty , "--Twenty Largest Mortgage Loans," "-The , "--The Mortgage Loan Sellers," "-Underwriting Standards,, "--The Sponsors" and "-Representations --Representations and Warranties; Repurchases and Substitutions." ". The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and Supplement, the first and second full paragraphs on page "iiiv" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty -Ten Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement Prospectus Supplement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and Master Servicer, and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio, is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Non-Offered Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer's Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light Purchaser and the Underwriters; (d) Such opinions of counsel from the Purchaser's or Seller's counsel as the Rating Agencies may request in connection with the sale of the circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool"Specified Portions" , "Yield on the Certificates", "Description of the Prospectus Supplement shall consist of Annex A theretoCertificates", the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the "Pooling and Servicing Agreement: --The Seller and Master Servicer"Summary , Annex II and Annex III agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Seller and the first and second full paragraphs on page "iii" of the Memorandum.Master Servicer;

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and (bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and (d) Certificate of good standing regarding the Seller from the Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and (e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Placement Agent may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and (cf) An officer's certificate from an officer A written opinion of counsel for the Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller (signed in his/her capacity each as an officer)reasonably acceptable to counsel for the Purchaser, the Underwriters and the Placement Agent, dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that Purchaser, the Underwriters, the Trustee, the Placement Agent and each individual who, as an officer or representative Rating Agency; and (g) Any other opinions of counsel for the Seller, signed this Agreement or any other document or certificate delivered on or before Seller reasonably requested by the Closing Date Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and (h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective times parties thereto; and (j) One or more comfort letters from the Accountants dated the date of such signing any free writing prospectus, Prospectus Supplement and deliveryMemorandum, respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors free writing prospectus and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Placement Agent in the case of the Prospectus SupplementMemorandum stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loansany free writing prospectus, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first Memorandum, compared the results of their calculations to the corresponding items in any free writing prospectus, the Prospectus Supplement and second full paragraphs on page "iii" of the Memorandum, respectively, and found each such number and percentage set forth in any free writing prospectus, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) The Pooling and Servicing Agreement duly executed by the parties thereto; (c) The Indemnification Agreement duly executed by the parties thereto; (d) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (ce) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers; (df) An officer's certificate from As certified by an officer of the Seller, true and correct copies of (i) the organizational documents of the Seller, and (ii) a certificate of good standing of the Seller issued by the Secretary of State of the State of New York as of a recent date; (signed in his/her capacity as an officer)g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby; (h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon which request, the Purchaser other parties to the Pooling and Servicing Agreement; (i) A letter of counsel of the Underwriters may relySeller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his such counsel's attention that would lead him such counsel to believe that the Specified Portions of the Prospectus Supplement, Supplement as of the date of the Prospectus Supplement, thereof or as of the Closing DateDate contains, included with respect to the Seller or include the Mortgage Loans, any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof Seller or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of ; and (j) Such further certificates, opinions and documents as the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller hasProspectus Supplement, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and Master Servicer, and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio, is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Non-Offered Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer's Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light Purchaser, the Certificate Insurer and the Underwriters; (d) Such opinions of counsel from the Purchaser's or Seller's counsel as the Rating Agencies or the Certificate Insurer may request in connection with the sale of the circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Certificate Insurer and the Underwriters may rely; (e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool"Specified Portions" , "Yield on the Certificates", "Description of the Prospectus Supplement shall consist of Annex A theretoCertificates", the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the "Pooling and Servicing Agreement: --The Seller and Master Servicer"Summary , Annex II and Annex III agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Seller and the first and second full paragraphs on page "iii" of the Memorandum.Master Servicer;

Closing Documents. The Closing Documents shall consist of the following: (ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer; (b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Free Writing Prospectus and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Free Writing Prospectus, as of the Time of Sale or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his his/her attention that would lead him him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has carefully examined the Specified Portions (as defined below) of the Memorandum (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his his/her attention that would lead him him/her to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Company shall consist have delivered to the Purchasers all of the followingfollowing documents: (a) This Agreement duly executed by an Officer's Certificate of the Purchaser Company, dated the date of the Closing, stating that (i) the conditions specified in SECTION 2 have been fully satisfied; (ii) since December 31, 1997 there has been no Materially Adverse Effect or event, development, circumstance or other matter which may impose any materially adverse condition upon the consummation of the financing contemplated hereby and (iii) such Person has delivered to the SellerPurchasers at least one day prior to the Closing all environmental reviews and audits with respect to all of the real estate and businesses of such entity; (b) A certificate copies of the Sellerresolutions duly adopted by the board of directors of the Company authorizing the execution, executed delivery and performance of this Agreement, the issuance of the Securities, the Share Purchase Option Agreement, the ▇▇▇▇▇▇▇▇ Purchase Agreement, the ▇▇▇▇▇▇▇▇ Side Letter, the Stockholders Agreement, the Registration Agreement and each of the other agreements contemplated hereby or thereby to which the Company is a party, the reservation of 1,197,194 shares of Common Stock for issuance upon exercise of the Warrants, and the filing of the Certificates of Designation contemplated by SECTION 2E above accompanied by an Officer's Certificate of the Company certifying that the same are in full force and effect without modification or amendment, accompanied by a duly authorized certification of the incumbency of each individual executing any agreement or document contemplated hereby in the name of the Company; (c) copies of the Articles of Incorporation and bylaws of the Company as in effect as of the Closing, certified by an officer of the Seller Company together with a certificate of status or similar evidence from the State of Texas and dated the Closing Date, and upon each jurisdiction in which the Purchaser and Company is then qualified to do business as a foreign corporation or in which the Underwriters may rely, ownership of its assets or the conduct of its business would reasonably require it to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller hasso qualify, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or each case dated a recent date prior to the Closing Date; (cd) An officer's certificate from copies of all third party and governmental consents, approvals and filings required in connection with the consummation of the transactions contemplated hereunder (including all environmental disclosures, blue sky filings and waivers of preemptive rights and rights of first refusal); (e) copies of the Loan Agreement and the Share Purchase Option Agreements, each as in effect at the Closing, in each case certified by an officer of the Seller Company; (signed f) the Stockholders Agreement and the Registration Agreement, executed by the Company; (g) evidence satisfactory to the Purchasers of the payment in his/her capacity as an officerfull of all Indebtedness and related obligations owing or owed by the Company (other than pursuant to the Loan Agreement and the Notes), dated the Closing Dateentire amount of which will be paid contemporaneously with the Closing; (h) evidence of insurance coverage regarding the Company reasonably satisfactory in terms, amount and upon which the Purchaser may rely, scope and provided by insurers all reasonably satisfactory to the effect that each individual who, as an officer or representative Purchasers; (i) the audited consolidated balance sheet of the SellerCompany as of December 31, signed this Agreement or any other document or certificate delivered on or before 1997 and December 31, 1996 and the Closing Date in connection related consolidated and consolidating statements of earnings and cash flows as of and for the Fiscal Years then ended; (j) for each Purchaser which is an SBIC, duly completed and executed ▇▇▇ ▇▇▇▇▇ ▇▇▇, ▇▇▇, ▇▇▇ ▇▇▇▇ (▇▇▇▇ ▇) together with a five-year business plan showing the Company's financial projections (including balance sheets and income and cash flows statements) for each five-year period and a written statement from the Company regarding its intended use of the proceeds from the financing; (k) the STOCKHOLDERS SCHEDULE, which shall include a list of each of the following after giving effect to the transactions contemplated hereinby this Agreement: (a) the name of each of the Company's directors, was at (b) the respective times name and title of each of the Company's officers, (c) a list from the Company's transfer agent setting forth the name of each record holder of the Company's Common Stock and the number of shares held by such signing and delivery, and is holder as of the Closing Daterecord date of the May 23, duly elected or appointed, qualified 1998 shareholders meeting and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer the name of each of the Seller Company's other stockholders setting forth the number and class of shares held; and (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (il) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact other documents relating to the Mortgage Loans transactions contemplated by this Agreement as either the BA Purchasers or omitted or omit to state therein a material fact necessary in order to make the statements therein relating ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, as special counsel to the Mortgage LoansPurchasers, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutionsmay reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.a

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) The Pooling and Servicing Agreement duly executed by the parties thereto; (c) The Indemnification Agreement duly executed by the parties thereto; (d) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) that the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (ce) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or in the Indemnification Agreement, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and or certificates are their genuine signatures, or such other statement relating to incumbency that is acceptable to the Purchaser, the Underwriters and the Initial Purchasers; (df) An officer's certificate from As certified by an officer of the Seller, true and correct copies of (i) the organizational documents of the Seller, and (ii) a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware as of a recent date; (signed in his/her capacity as an officer)g) A favorable opinion of counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon request, the other parties to the Pooling and Servicing Agreement, together with such other opinions of such counsel as may be required by the Rating Agencies in connection with the transactions contemplated hereby; (h) A favorable opinion of in-house counsel to the Seller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Purchaser, the Underwriters, the Initial Purchasers, the Rating Agencies and, upon which request, the Purchaser other parties to the Pooling and Servicing Agreement; (i) A letter of counsel of the Underwriters may relySeller, subject to customary exceptions and carveouts, dated the Closing Date and addressed to the Underwriters, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his such counsel's attention that would lead him such counsel to believe that the Specified Portions of the Prospectus Supplement, Supplement as of the date of the Prospectus Supplement, thereof or as of the Closing DateDate contains, included with respect to the Seller or include the Mortgage Loans, any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof Seller or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of ; and (j) Such further certificates, opinions and documents as the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and (bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and (d) Certificate of good standing regarding the Seller from the Secretary of the State of New York, dated not earlier than 30 days prior to the Closing Date; and (e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and (cf) An officer's certificate from an officer A written opinion of counsel for the Seller (signed in his/her capacity Seller, subject to such reasonable assumptions and qualifications as an officer)may be requested by counsel for the Seller, each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, and upon which each Rating Agency; and (g) Any other opinions of counsel for the Purchaser may rely, to Seller reasonably requested by the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and (h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective times parties thereto; and (j) One or more comfort letters from the Accountants dated the date of such signing any preliminary Prospectus Supplement, Prospectus Supplement and deliveryMemoranda respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors preliminary Prospectus Supplement and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Initial Purchasers in the case of the Prospectus SupplementMemoranda stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the preliminary Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of , the Prospectus Supplement and the first Memoranda, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and second full paragraphs on page "iii" the Memoranda, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, to be in agreement with the results of the Memorandumsuch calculations.

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and (bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and (d) Certificate of good standing regarding the Seller from the Secretary of the State of Delaware, dated not earlier than 30 days prior to the Closing Date; and (e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and (cf) An officer's certificate from an officer A written opinion of counsel for the Seller (signed in his/her capacity Seller, subject to such reasonable assumptions and qualifications as an officer)may be requested by counsel for the Seller, each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, and upon which each Rating Agency; and (g) Any other opinions of counsel for the Purchaser may rely, to Seller reasonably requested by the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and (h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective times parties thereto; and (j) One or more comfort letters from the Accountants dated the date of such signing any preliminary Prospectus Supplement, Prospectus Supplement and deliveryMemoranda respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors preliminary Prospectus Supplement and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Initial Purchasers in the case of the Prospectus SupplementMemoranda stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the preliminary Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of , the Prospectus Supplement and the first Memoranda, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and second full paragraphs on page "iii" the Memoranda, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, to be in agreement with the results of the Memorandumsuch calculations.

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and (bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and (d) Certificate of good standing regarding the Seller from the Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and (e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and (cf) An officer's certificate from an officer A written opinion of counsel for the Seller (signed in his/her capacity Seller, subject to such reasonable assumptions and qualifications as an officer)may be requested by counsel for the Seller, each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, and upon which each Rating Agency; and (g) Any other opinions of counsel for the Purchaser may rely, to Seller reasonably requested by the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and (h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective times parties thereto; and (j) One or more comfort letters from the Accountants dated the date of such signing any preliminary Prospectus Supplement, Prospectus Supplement and deliveryMemoranda respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors preliminary Prospectus Supplement and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Initial Purchasers in the case of the Prospectus SupplementMemoranda stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the preliminary Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of , the Prospectus Supplement and the first Memoranda, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and second full paragraphs on page "iii" the Memoranda, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, to be in agreement with the results of the Memorandumsuch calculations.

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and (bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and (d) Certificate of good standing regarding the Seller from the Secretary of the State of Delaware, dated not earlier than 30 days prior to the Closing Date; and (e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and (cf) An officer's certificate from an officer A written opinion of counsel for the Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller (signed in his/her capacity each as an officer)reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that Purchaser, the Underwriters, the Trustee, the Initial Purchasers and each individual who, as an officer or representative of the Seller, signed this Agreement or Rating Agency any other document or certificate delivered on or before opinions of counsel for the Closing Date Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and (g) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and (h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective times parties thereto; and (j) One or more comfort letters from the Accountants dated the date of such signing any preliminary Prospectus Supplement, Prospectus Supplement and deliveryMemorandum, respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors preliminary Prospectus Supplement and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Initial Purchasers in the case of the Prospectus SupplementMemorandum stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the preliminary Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of , the Prospectus Supplement and the first Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and second full paragraphs on page "iii" of the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.

Closing Documents. The Closing Documents shall consist of the following: (ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Servicing Rights Purchase Agreement, dated as of December 7, 2005, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties; (b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Private Placement

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or the Seller or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage LoansLoans or the Seller, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage LoansLoans or the Seller, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A theretoAnnexes ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and B thereto (insofar as the information contained in such annexes relates to the Mortgage Loans), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex AAnnexes ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and B) and the following sections of the Prospectus Supplement (to the extent they relate to the Seller or the Mortgage Loans and exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-The --Relevant Parties-The --Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Underlying Mortgage LoansLoans and the Mortgaged Real Properties," "Risk Factors-The --Risks Related to the Underlying Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" Summary of the Offering Memorandum--Relevant Parties--Mortgage Loan Sellers".

Closing Documents. The Closing Documents shall consist of the following: (a) 7.1 This Agreement duly executed by the Purchaser and the Seller;each Seller Party. (b) 7.2 A certificate of the Sellereach Seller Party, executed by a duly authorized officer of the such Seller Party and dated the Closing Date, and upon which the Purchaser Purchaser, its successors and assigns, and the Underwriters and the Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the such Seller Party in this Agreement are true and correct in all material respects at on and as of the Closing Date with the same force and effect as if made on the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date; and (ii) the such Seller has, in all material respects, Party has complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at on or prior to the Closing Date;. (c) An officer's 7.3 True, complete and correct copies of each Seller Party’s limited liability company agreement and certificate of formation. 7.4 A certificate of good standing of each Seller Party from an officer the Secretary of State of Delaware dated not earlier than 30 days prior to the Closing Date. 7.5 A certificate of the Secretary or Assistant Secretary of each Seller (signed in his/her capacity as an officer)Party, dated the Closing Date, and upon which Purchaser, its successors and assigns, the Purchaser Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Sellersuch Seller Party, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;. 7.6 An opinion of counsel (dwhich, other than as to the opinion described in paragraph 7.6.6 below, may be in-house counsel) An officer's certificate from an officer of the to each Seller (signed in his/her capacity as an officer)Party, dated the Closing Date, and addressed to Purchaser, the Underwriters and the Initial Purchasers, substantially to the effect of the following (with such changes and modifications as Purchaser may approve and subject to such counsel’s reasonable qualifications): 7.6.1 Such Seller Party is validly existing under the laws of the State of Delaware and has full limited liability or organizational power and authority to enter into and perform its obligations under this Agreement. 7.6.2 This Agreement has been duly authorized, executed and delivered by such Seller Party. 7.6.3 No consent, approval, authorization or order of any federal court or governmental agency or body is required for the consummation by such Seller Party of the transactions contemplated by the terms of this Agreement except any approvals as have been obtained. 7.6.4 Neither the execution, delivery or performance of this Agreement by such Seller Party, nor the consummation by such Seller Party of any of the transactions contemplated by the terms of this Agreement (A) conflicts with or results in a breach or violation of, or constitutes a default under, the organizational documents of such Seller Party, (B) to the knowledge of such counsel, constitutes a default under any term or provision of any material agreement, contract, instrument or indenture, to which such Seller Party is a party or by which it or any of its assets is bound or results in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, other than pursuant to this Agreement, or (C) conflicts with or results in a breach or violation of any law, rule, regulation, order, judgment, writ, injunction or decree of any federal or State of New York court or governmental authority having jurisdiction over such Seller Party or its assets, except where in any of the instances contemplated by clauses (B) or (C) above, any conflict, breach or default, or creation or imposition of any lien, charge or encumbrance, will not have a material adverse effect on the consummation of the transactions contemplated hereby by such Seller Party or materially and adversely affect its ability to perform its obligations and duties hereunder or result in any material adverse change in the business, operations, financial condition, properties or assets of such Seller Party, or in any material impairment of the right or ability of such Seller Party to carry on its business substantially as now conducted. 7.6.5 To his or her knowledge, there are no legal or governmental actions, investigations or proceedings pending to which such Seller Party is a party, or threatened against such Seller Party, (a) asserting the invalidity of this Agreement or (b) which materially and adversely affect the performance by such Seller Party of its obligations under, or the validity or enforceability of, this Agreement. 7.6.6 This Agreement is a valid and binding agreement of such Seller Party, enforceable against such Seller Party in accordance with its terms, except as such enforcement may be limited by (1) laws relating to bankruptcy, insolvency, reorganization, receivership or moratorium, (2) other laws relating to or affecting the rights of creditors generally, (3) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (4) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification from liabilities under applicable securities laws. Such opinion may express its reliance as to factual matters on, among other things specified in such opinion, the representations and warranties made by, and on certificates or other documents furnished by officers of, the parties to this Agreement. In rendering the opinions expressed above, such counsel may limit such opinions to matters governed by the federal laws of the United States and the corporate laws of the State of Delaware and the State of New York, as applicable. 7.7 Such other opinions of counsel as any Rating Agency may request in connection with the sale of the Mortgage Loans by Seller to Purchaser or a Seller Party’s execution and delivery of, or performance under, this Agreement, in each case also addressed to the Purchaser, the Underwriters and the Initial Purchasers. 7.8 A negative assurance letter, dated the Closing Date and addressed to the Purchaser, the Underwriters, and the Initial Purchasers, in form reasonably acceptable to Purchaser, the Underwriters, and the Initial Purchasers, as to the disclosure provided by Seller to Purchaser with respect to itself and the Mortgage Loans for inclusion in the Free Writing Prospectus, the Preliminary Memorandum, the Final Memorandum and the Prospectus Supplement. 7.9 An opinion of counsel, dated the Closing Date and addressed to Purchaser and the Underwriters, in form reasonably acceptable to Purchaser and the Underwriters, that such disclosure complies as to form with the applicable requirements of Regulation AB with respect to each Seller Party’s role as “Sponsor” and/or as an “Originator” (or, if such Seller Party was not the originator with respect to any Mortgage Loan, the role of the related originator as an “Originator”) (each as defined in Regulation AB) in connection with the Certificates. 7.10 A letter from a nationally recognized certified public accounting firm in form reasonably acceptable to Purchaser, the Underwriters may relyand the Initial Purchasers, dated the date hereof, addressed to Purchaser, the Underwriters and the Initial Purchasers, to the effect that with respect to they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the SellerFree Writing Prospectus, the Mortgage LoansPreliminary Memorandum, the related Mortgagors Final Memorandum, and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement agrees with the records of each Seller Party. 7.11 Such further certificates, opinions and nothing has come to his attention that would lead him to believe that the Specified Portions documents as Purchaser may reasonably request. 7.12 An officer’s certificate of the Prospectus SupplementPurchaser, as of the date of the Prospectus Supplement, or as of dated the Closing Date, included or include any untrue statement with the resolutions of a material fact relating to Purchaser authorizing the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loanstransactions described herein attached thereto, in light together with certified copies of the circumstances under which they were madecharter, by-laws and certificate of good standing of Purchaser dated not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come earlier than 30 days prior to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included . 7.13 Such other certificates of Purchaser’s officers or include any untrue statement of a material fact relating others and such other documents to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light evidence fulfillment of the circumstances under which they were made, not misleading. The "Specified Portions" conditions set forth in this Agreement as Seller or its counsel may reasonably request. 7.14 An executed B▇▇▇ of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsSale." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments -- Assessments of Property Condition," "Co-Lender --AB Mortgage Loans," "-Additional , "--Additional Mortgage Loan Information," "-Twenty --Ten Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This 7.1 Fully executed counterparts of this Agreement duly executed by the Purchaser and the Seller;Indemnification Agreement. (b) 7.2 A certificate of the Sellereach Seller Party, executed by a duly authorized officer of the such Seller Party and dated the Closing Date, and upon which the Purchaser Purchaser, its successors and assigns, and the Underwriters and the Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the such Seller Party in this Agreement are true and correct in all material respects at on and as of the Closing Date with the same force and effect as if made on the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date; and (ii) the such Seller has, in all material respects, Party has complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at on or prior to the Closing Date;. 7.3 True, complete and correct copies of each Seller Party’s limited liability company agreement and certificate of formation. 7.4 A certificate of good standing with respect to each Seller Party from the Secretary of State of Delaware dated not earlier than thirty (c30) An officer's days prior to the Closing Date. 7.5 A certificate from an officer of the Secretary or Assistant Secretary of each Seller (signed in his/her capacity as an officer)Party, dated the Closing Date, and upon which Purchaser, its successors and assigns, the Purchaser Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Sellersuch Seller Party, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;. 7.6 An opinion of counsel (dwhich, other than as to the opinion described in paragraph 7.6.6 below, may be in-house counsel) An officer's certificate from an officer of the to each Seller (signed in his/her capacity as an officer)Party, dated the Closing Date, and addressed to Purchaser, the Underwriters and the Initial Purchasers, substantially to the effect of the following (with such changes and modifications as Purchaser may approve and subject to such counsel’s reasonable qualifications): 7.6.1 Such Seller Party is validly existing under the laws of the State of Delaware and has full corporate or organizational power and authority to enter into and perform its obligations under this Agreement. 7.6.2 This Agreement has been duly authorized, executed and delivered by such Seller Party. 7.6.3 No consent, approval, authorization or order of any federal court or governmental agency or body is required for the consummation by such Seller Party of the transactions contemplated by the terms of this Agreement except any approvals as have been obtained. 7.6.4 Neither the execution, delivery or performance of this Agreement by such Seller Party, nor the consummation by such Seller Party of any of the transactions contemplated by the terms of this Agreement (A) conflicts with or results in a breach or violation of, or constitutes a default under, the organizational documents of such Seller Party, (B) to the knowledge of such counsel, constitutes a default under any term or provision of any material agreement, contract, instrument or indenture, to which such Seller Party is a party or by which it or any of its assets is bound or results in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, other than pursuant to this Agreement, or (C) conflicts with or results in a breach or violation of any law, rule, regulation, order, judgment, writ, injunction or decree of any federal or State of New York court or governmental authority having jurisdiction over such Seller Party or its assets, except where in any of the instances contemplated by clauses (B) or (C) above, any conflict, breach or default, or creation or imposition of any lien, charge or encumbrance, will not have a material adverse effect on the consummation of the transactions contemplated hereby by such Seller Party or materially and adversely affect its ability to perform its obligations and duties hereunder or result in any material adverse change in the business, operations, financial condition, properties or assets of such Seller Party, or in any material impairment of the right or ability of such Seller Party to carry on its business substantially as now conducted. 7.6.5 To his or her knowledge, there are no legal or governmental actions, investigations or proceedings pending to which such Seller Party is a party, or threatened against such Seller Party, (a) asserting the invalidity of this Agreement or (b) which materially and adversely affect the performance by: such Seller Party of its obligations under, or the validity or enforceability of, this Agreement. 7.6.6 This Agreement is a valid and binding agreement of such Seller Party, enforceable against such Seller Party in accordance with its terms, except as such enforcement may be limited by (1) laws relating to bankruptcy, insolvency, reorganization, receivership or moratorium, (2) other laws relating to or affecting the rights of creditors generally, (3) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (4) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification from liabilities under applicable securities laws. Such opinion may express its reliance as to factual matters on, among other things specified in such opinion, the representations and warranties made by, and on certificates or other documents furnished by officers of, the parties to this Agreement. In rendering the opinions expressed above, such counsel may limit such opinions to matters governed by the federal laws of the United States and the corporate laws of the State of Delaware and the State of New York, as applicable. 7.7 Such other opinions of counsel as any Rating Agency may request in connection with the sale of the Mortgage Loans by Seller to Purchaser or a Seller Party’s execution and delivery of, or performance under, this Agreement, in each case also addressed to Purchaser, the Underwriters and the Initial Purchasers. 7.8 A negative assurance letter, dated the Closing Date and addressed to Purchaser, the Underwriters, and the Initial Purchasers, in form reasonably acceptable to Purchaser, the Underwriters, and the Initial Purchasers, as to the disclosure provided by Seller to Purchaser with respect to itself and the Mortgage Loans for inclusion in the Preliminary Prospectus, the Preliminary Memorandum, the Final Memorandum and the Prospectus. 7.9 An opinion of counsel, dated the Closing Date and addressed to Purchaser and the Underwriters, in form reasonably acceptable to Purchaser and the Underwriters, that such disclosure complies as to form with the applicable requirements of Regulation AB with respect to each Seller Party’s role as “Sponsor” and/or as an “Originator” (and, if such Seller Party was not the originator with respect to any Mortgage Loan, the role of the related originator as an “Originator”) (each as defined in Regulation AB) in connection with the Certificates. 7.10 A letter from a nationally recognized certified public accounting firm in form reasonably acceptable to Purchaser, the Underwriters may relyand the Initial Purchasers, dated the date hereof, addressed to Purchaser, the Underwriters and the Initial Purchasers, to the effect that with respect to they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the SellerPreliminary Prospectus, the Mortgage LoansPreliminary Memorandum, the related Mortgagors Final Memorandum, and the related Mortgaged Properties (i) Prospectus agrees with the records of such officer has carefully examined the Specified Portions Seller Party. 7.11 Such further certificates, opinions and documents as Purchaser may reasonably request. 7.12 An officer’s certificate of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementPurchaser, as of the date of the Prospectus Supplement, or as of dated the Closing Date, included or include any untrue statement with the resolutions of a material fact relating to Purchaser authorizing the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loanstransactions described herein attached thereto, in light together with certified copies of the circumstances under which they were madecharter, by-laws and certificate of good standing of Purchaser dated not misleading, and earlier than thirty (ii30) such officer has examined the Specified Portions of the Memorandum and nothing has come days prior to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included . 7.13 Such other certificates of Purchaser’s officers or include any untrue statement of a material fact relating others and such other documents to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light evidence fulfillment of the circumstances under which they were made, not misleading. The "Specified Portions" conditions set forth in this Agreement as Seller or its counsel may reasonably request. 7.14 An executed ▇▇▇▇ of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsSale." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This 7.1 Fully executed counterparts of this Agreement duly executed by the Purchaser and the Seller;Indemnification Agreement. (b) 7.2 A certificate of the Sellereach Seller Party, executed by a duly authorized officer of the such Seller Party and dated the Closing Date, and upon which the Purchaser Purchaser, its successors and assigns, and the Underwriters and the Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the such Seller Party in this Agreement are true and correct in all material respects at on and as of the Closing Date with the same force and effect as if made on the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date; and (ii) the such Seller has, in all material respects, Party has complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at on or prior to the Closing Date;. 7.3 True, complete and correct copies of each Seller Party’s limited liability company agreement and certificate of formation. 7.4 A certificate of good standing with respect to each Seller Party from the Secretary of State of Delaware dated not earlier than thirty (c30) An officer's days prior to the Closing Date. 7.5 A certificate from an officer of the Secretary or Assistant Secretary of each Seller (signed in his/her capacity as an officer)Party, dated the Closing Date, and upon which Purchaser, its successors and assigns, the Purchaser Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Sellersuch Seller Party, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;. 7.6 An opinion of counsel (dwhich, other than as to the opinion described in paragraph 7.6.6 below, may be in-house counsel) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer)to Seller, dated the Closing Date, and addressed to Purchaser, the Underwriters and the Initial Purchasers, substantially to the effect of the following (with such changes and modifications as Purchaser may approve and subject to such counsel’s reasonable qualifications): 7.6.1 Such Seller Party is validly existing under the laws of the State of Delaware and has full corporate or organizational power and authority to enter into and perform its obligations under this Agreement. 7.6.2 This Agreement and the Indemnification Agreement have been duly authorized, executed and delivered by such Seller Party. 7.6.3 No consent, approval, authorization or order of any federal court or governmental agency or body is required for the consummation by such Seller Party of the transactions contemplated by the terms of this Agreement except any approvals as have been obtained. 7.6.4 Neither the execution, delivery or performance of this Agreement or the Indemnification Agreement by such Seller Party, nor the consummation by such Seller Party of any of the transactions contemplated by the terms of this Agreement or the Indemnification Agreement (A) conflicts with or results in a breach or violation of, or constitutes a default under, the organizational documents of such Seller Party, (B) to the knowledge of such counsel, constitutes a default under any term or provision of any material agreement, contract, instrument or indenture, to which such Seller Party is a party or by which it or any of its assets is bound or results in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, other than pursuant to this Agreement, or (C) conflicts with or results in a breach or violation of any law, rule, regulation, order, judgment, writ, injunction or decree of any federal or State of New York court or governmental authority having jurisdiction over such Seller Party or its assets, except where in any of the instances contemplated by clauses (B) or (C) above, any conflict, breach or default, or creation or imposition of any lien, charge or encumbrance, will not have a material adverse effect on the consummation of the transactions contemplated hereby by such Seller Party or materially and adversely affect its ability to perform its obligations and duties hereunder or result in any material adverse change in the business, operations, financial condition, properties or assets of such Seller Party, or in any material impairment of the right or ability of such Seller Party to carry on its business substantially as now conducted. 7.6.5 To his or her knowledge, there are no legal or governmental actions, investigations or proceedings pending to which such Seller Party is a party, or threatened against such Seller Party, (a) asserting the invalidity of this Agreement or the Indemnification Agreement or (b) which materially and adversely affect the performance by such Seller Party of its obligations under, or the validity or enforceability of, this Agreement or the Indemnification Agreement. 7.6.6 This Agreement is a valid and binding agreement of such Seller Party, enforceable against such Seller Party in accordance with its terms, except as such enforcement may be limited by (1) laws relating to bankruptcy, insolvency, reorganization, receivership or moratorium, (2) other laws relating to or affecting the rights of creditors generally, (3) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (4) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification from liabilities under applicable securities laws. Such opinion may express its reliance as to factual matters on, among other things specified in such opinion, the representations and warranties made by, and on certificates or other documents furnished by officers of, the parties to this Agreement. In rendering the opinions expressed above, such counsel may limit such opinions to matters governed by the federal laws of the United States and the corporate laws of the State of Delaware and the State of New York, as applicable. 7.7 Such other opinions of counsel as any Rating Agency may request in connection with the sale of the Mortgage Loans by Seller to Purchaser or a Seller Party’s execution and delivery of, or performance under, this Agreement, in each case also addressed to Purchaser, the Underwriters and the Initial Purchasers. 7.8 A negative assurance letter, dated the Closing Date and addressed to Purchaser, the Underwriters, and the Initial Purchasers, in form reasonably acceptable to Purchaser, the Underwriters, and the Initial Purchasers, as to the disclosure provided by Seller to Purchaser with respect to itself and the Mortgage Loans for inclusion in the Preliminary Prospectus, the Preliminary Memorandum, the Final Memorandum and the Prospectus. 7.9 An opinion of counsel, dated the Closing Date and addressed to Purchaser and the Underwriters, in form reasonably acceptable to Purchaser and the Underwriters, that such disclosure complies as to form with the applicable requirements of Regulation AB with respect to each Seller Party’s role as “Sponsor” and/or as an “Originator” (and, if such Seller Party was not the originator with respect to any Mortgage Loan, the role of the related originator as an “Originator”) (each as defined in Regulation AB) in connection with the Certificates and the VRR Interest. 7.10 A letter from a nationally recognized certified public accounting firm in form reasonably acceptable to Purchaser, the Underwriters may relyand the Initial Purchasers, dated the date hereof, addressed to Purchaser, the Underwriters and the Initial Purchasers, to the effect that with respect to they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the SellerPreliminary Prospectus, the Mortgage LoansPreliminary Memorandum, the related Mortgagors Final Memorandum, and the related Mortgaged Properties (i) Prospectus agrees with the records of such officer has carefully examined the Specified Portions Seller Party. 7.11 Such further certificates, opinions and documents as Purchaser may reasonably request. 7.12 An officer’s certificate of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementPurchaser, as of the date of the Prospectus Supplement, or as of dated the Closing Date, included or include any untrue statement with the resolutions of a material fact relating to Purchaser authorizing the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loanstransactions described herein attached thereto, in light together with certified copies of the circumstances under which they were madecharter, by-laws and certificate of good standing of Purchaser dated not misleading, and earlier than thirty (ii30) such officer has examined the Specified Portions of the Memorandum and nothing has come days prior to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included . 7.13 Such other certificates of Purchaser’s officers or include any untrue statement of a material fact relating others and such other documents to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light evidence fulfillment of the circumstances under which they were made, not misleading. The "Specified Portions" conditions set forth in this Agreement as Seller or its counsel may reasonably request. 7.14 An executed ▇▇▇▇ of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsSale." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the FUNB Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the FUNB Mortgage Loans, in the light of the circumstances under which they were made, not misleading. . (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the State of Delaware not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officer’s Certificate of the Seller and the Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures Master Servicer under the laws of such persons appearing on such documents Delaware and certificates are their genuine signatures; (d) An officer's certificate from an officer of stating that the Seller (signed information contained in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, Prospectus Supplement relating to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller, the Master Servicer and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officer’s Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and the Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light Purchaser and the Underwriters; (d) Such opinions of counsel from the Purchaser’s or Seller’s counsel as the Rating Agencies may request in connection with the sale of the circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they were madedetermined that certain information of an accounting, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements financial or statistical nature set forth in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-, under the captions “Summary of Prospectus Supplement”, “Risk Factors”, “The Mortgage Loan Sellers," "Summary Pool”, “Yield on the Certificates”, “Description of the Certificates”, “The Seller, Sponsor and Master Servicer”, Annex II and Annex III agrees with the records of the Seller and the Master Servicer; (f) [Reserved]; (g) The Seller and the Master Servicer shall deliver for inclusion in the Prospectus Supplement-, under the captions “The Mortgage LoansOriginator” and “The Seller, Sponsor and Master Servicer," "Risk Factors-The Mortgage Loans," ” or for inclusion in other offering material, such publicly available information regarding its financial condition and "Description of its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; and (h) Such further information, certificates, opinions and documents as the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of Purchaser or the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsUnderwriters may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and (bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and (d) Certificate of good standing regarding the Seller from the Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and (e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and (cf) An officer's certificate from an officer A written opinion of counsel for the Seller (signed in his/her capacity Seller, subject to such reasonable assumptions and qualifications as an officer)may be requested by counsel for the Seller, each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, and upon which each Rating Agency; and (g) Any other opinions of counsel for the Purchaser may rely, to Seller reasonably requested by the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and (h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective times parties thereto; and (j) One or more comfort letters from the Accountants dated the date of such signing any preliminary Prospectus Supplement, Prospectus Supplement and deliveryMemorandum respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors preliminary Prospectus Supplement and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Initial Purchasers in the case of the Prospectus SupplementMemorandum stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the preliminary Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of , the Prospectus Supplement and the first Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and second full paragraphs on page "iii" of the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.

Closing Documents. The Closing Documents shall consist of the following: (ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Servicing Rights Purchase Agreement, dated as of December 7, 2005, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties; (b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Memorandum Private Placement Memorandum, dated as of December 1, 2005 (the "Memorandum") (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A A-1 thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: entitled "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions Certain Characteristics of the Mortgage Loans," (insofar as the information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Certain Statistical Information Regarding the Mortgage Loans," "-The (insofar as the information contained in Annex A-2 relates to the Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of Loans sold by the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Seller hereunder), Annex B to the

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty -Ten Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iiiv" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, "Servicing Rights Purchase Agreement"); (b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Free Writing Prospectus and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Free Writing Prospectus, as of the Time of Sale or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his his/her attention that would lead him him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has carefully examined the Specified Portions (as defined below) of the Memorandum (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his his/her attention that would lead him him/her to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments -- Assessments of Property Condition," "Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty -- Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Supplement, the paragraph that begins on page "iv" of the Memorandum and carries over to page "v" of the Memorandum and the first and second full paragraphs paragraph on page "iiiv" of the Memorandum.

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and (bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and (d) Certificate of corporate existence regarding the Seller from the State of New York Banking Department, dated not earlier than 30 days prior to the Closing Date; and (e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Placement Agent may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and (cf) An officer's certificate from an officer A written opinion of counsel for the Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller (signed in his/her capacity each as an officer)reasonably acceptable to counsel for the Purchaser, the Underwriters and the Placement Agent, dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that Purchaser, the Underwriters, the Trustee, the Placement Agent and each individual who, as an officer or representative Rating Agency; and (g) Any other opinions of counsel for the Seller, signed this Agreement or any other document or certificate delivered on or before Seller reasonably requested by the Closing Date Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and (h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective times parties thereto; and (j) One or more comfort letters from the Accountants dated the date of such signing any free writing prospectus, Prospectus Supplement and deliveryMemorandum, respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors free writing prospectus and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Placement Agent in the case of the Prospectus SupplementMemorandum stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loansany free writing prospectus, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first Memorandum, compared the results of their calculations to the corresponding items in any free writing prospectus, the Prospectus Supplement and second full paragraphs on page "iii" of the Memorandum, respectively, and found each such number and percentage set forth in any free writing prospectus, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, "Servicing Rights Purchase Agreement"); (b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerEach of: (i) the resolutions of the Seller's board of directors or a committee thereof authorizing the Seller's entering into the transactions contemplated by this Agreement, (ii) the certificate from of incorporation and bylaws of the Seller, and (iii) an officer original or a copy of a certificate of good standing of the Seller issued by the State of California not earlier than 30 days prior to the Closing Date; (signed in his/her capacity as an officere) A written opinion of counsel for the Seller relating to organizational and enforceability matters (which opinion may be from in-house counsel, outside counsel or a combination thereof), reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing DateDate and addressed to the Purchaser, the Trustee, the Custodian, the Underwriters, the Initial Purchasers and upon which each of the Rating Agencies, together with such other written opinions, including as to insolvency matters, as may be required by the Rating Agencies; and (f) Such further certificates, opinions and documents as the Purchaser and the Underwriters may rely, reasonably request prior to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer or other authorized signatory of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i1) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer [Reserved]; (e) The resolutions of the board of directors of the Seller and any requisite shareholder consent authorizing the Seller's entering into the transactions contemplated by this Agreement (signed or other evidence of such authorization acceptable to the Purchaser), the certificate of incorporation and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware not earlier than sixty (60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller in his/her capacity as an officerform and substance acceptable to the Purchaser and its counsel, with any modifications required by the rating agencies identified in the Prospectus Supplement (the "Rating Agencies"), dated the Closing DateDate and addressed to the Purchaser, the Underwriters and upon which each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutionsreasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, the "Servicing Rights Purchase Agreement"); (b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Free Writing Prospectus and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of the Free Writing Prospectus (when read together with the free writing prospectus which was distributed to prospective investors in the Certificates by e-mail on November 1, 2007), as of the Time of Sale or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his his/her attention that would lead him leads him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has carefully examined the Specified Portions (as defined below) of the Memorandum (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his his/her attention that would lead him leads him/her to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus SupplementSupplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the date Time of the Prospectus SupplementSale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.nothing has come to his

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "“Specified Portions" ” of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.the

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments -- Assessments of Property Condition," "Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. ; (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the State of Delaware not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This 7.1 Fully executed counterparts of this Agreement duly executed by the Purchaser and the Seller;Indemnification Agreement. (b) 7.2 A certificate of the Sellereach Seller Party, executed by a duly authorized officer of the such Seller Party and dated the Closing Date, and upon which the Purchaser Purchaser, its successors and assigns, and the Underwriters and the Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the such Seller Party in this Agreement are true and correct in all material respects at on and as of the Closing Date with the same force and effect as if made on the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date; and (ii) the such Seller has, in all material respects, Party has complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at on or prior to the Closing Date;. 7.3 True, complete and correct copies of each Seller Party’s limited liability company agreement and certificate of formation. 7.4 A certificate of good standing with respect to each Seller Party from the Secretary of State of Delaware dated not earlier than thirty (c30) An officer's days prior to the Closing Date. 7.5 A certificate from an officer of the Secretary or Assistant Secretary of each Seller (signed in his/her capacity as an officer)Party, dated the Closing Date, and upon which Purchaser, its successors and assigns, the Purchaser Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Sellersuch Seller Party, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;. 7.6 An opinion of counsel (dwhich, other than as to the opinion described in paragraph 7.6.6 below, may be in-house counsel) An officer's certificate from an officer of the to each Seller (signed in his/her capacity as an officer)Party, dated the Closing Date, and addressed to Purchaser, the Underwriters and the Initial Purchasers, substantially to the effect of the following (with such changes and modifications as Purchaser may approve and subject to such counsel’s reasonable qualifications): 7.6.1 Such Seller Party is validly existing under the laws of the State of Delaware and has full corporate or organizational power and authority to enter into and perform its obligations under this Agreement. 7.6.2 This Agreement and the Indemnification Agreement have been duly authorized, executed and delivered by such Seller Party. 7.6.3 No consent, approval, authorization or order of any federal court or governmental agency or body is required for the consummation by such Seller Party of the transactions contemplated by the terms of this Agreement except any approvals as have been obtained. 7.6.4 Neither the execution, delivery or performance of this Agreement or the Indemnification Agreement by such Seller Party, nor the consummation by such Seller Party of any of the transactions contemplated by the terms of this Agreement or the Indemnification Agreement (A) conflicts with or results in a breach or violation of, or constitutes a default under, the organizational documents of such Seller Party, (B) to the knowledge of such counsel, constitutes a default under any term or provision of any material agreement, contract, instrument or indenture, to which such Seller Party is a party or by which it or any of its assets is bound or results in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, other than pursuant to this Agreement, or (C) conflicts with or results in a breach or violation of any law, rule, regulation, order, judgment, writ, injunction or decree of any federal or State of New York court or governmental authority having jurisdiction over such Seller Party or its assets, except where in any of the instances contemplated by clauses (B) or (C) above, any conflict, breach or default, or creation or imposition of any lien, charge or encumbrance, will not have a material adverse effect on the consummation of the transactions contemplated hereby by such Seller Party or materially and adversely affect its ability to perform its obligations and duties hereunder or result in any material adverse change in the business, operations, financial condition, properties or assets of such Seller Party, or in any material impairment of the right or ability of such Seller Party to carry on its business substantially as now conducted. 7.6.5 To his or her knowledge, there are no legal or governmental actions, investigations or proceedings pending to which such Seller Party is a party, or threatened against such Seller Party, (a) asserting the invalidity of this Agreement or the Indemnification Agreement or (b) which materially and adversely affect the performance by such Seller Party of its obligations under, or the validity or enforceability of, this Agreement or the Indemnification Agreement. 7.6.6 This Agreement is a valid and binding agreement of such Seller Party, enforceable against such Seller Party in accordance with its terms, except as such enforcement may be limited by (1) laws relating to bankruptcy, insolvency, reorganization, receivership or moratorium, (2) other laws relating to or affecting the rights of creditors generally, (3) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (4) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification from liabilities under applicable securities laws. Such opinion may express its reliance as to factual matters on, among other things specified in such opinion, the representations and warranties made by, and on certificates or other documents furnished by officers of, the parties to this Agreement. In rendering the opinions expressed above, such counsel may limit such opinions to matters governed by the federal laws of the United States and the corporate laws of the State of Delaware and the State of New York, as applicable. 7.7 Such other opinions of counsel as any Rating Agency may request in connection with the sale of the Mortgage Loans by Seller to Purchaser or a Seller Party’s execution and delivery of, or performance under, this Agreement, in each case also addressed to Purchaser, the Underwriters and the Initial Purchasers. 7.8 A negative assurance letter, dated the Closing Date and addressed to Purchaser, the Underwriters, and the Initial Purchasers, in form reasonably acceptable to Purchaser, the Underwriters, and the Initial Purchasers, as to the disclosure provided by Seller to Purchaser with respect to itself and the Mortgage Loans for inclusion in the Preliminary Prospectus, the Preliminary Memorandum, the Final Memorandum and the Prospectus. 7.9 An opinion of counsel, dated the Closing Date and addressed to Purchaser and the Underwriters, in form reasonably acceptable to Purchaser and the Underwriters, that such disclosure complies as to form with the applicable requirements of Regulation AB with respect to each Seller Party’s role as “Sponsor” and/or as an “Originator” (and, if such Seller Party was not the originator with respect to any Mortgage Loan, the role of the related originator as an “Originator”) (each as defined in Regulation AB) in connection with the Certificates. 7.10 A letter from a nationally recognized certified public accounting firm in form reasonably acceptable to Purchaser, the Underwriters may relyand the Initial Purchasers, dated the date hereof, addressed to Purchaser, the Underwriters and the Initial Purchasers, to the effect that with respect to they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the SellerPreliminary Prospectus, the Mortgage LoansPreliminary Memorandum, the related Mortgagors Final Memorandum, and the related Mortgaged Properties (i) Prospectus agrees with the records of such officer has carefully examined the Specified Portions Seller Party. 7.11 Such further certificates, opinions and documents as Purchaser may reasonably request. 7.12 An officer’s certificate of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementPurchaser, as of the date of the Prospectus Supplement, or as of dated the Closing Date, included or include any untrue statement with the resolutions of a material fact relating to Purchaser authorizing the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loanstransactions described herein attached thereto, in light together with certified copies of the circumstances under which they were madecharter, by-laws and certificate of good standing of Purchaser dated not misleading, and earlier than thirty (ii30) such officer has examined the Specified Portions of the Memorandum and nothing has come days prior to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included . 7.13 Such other certificates of Purchaser’s officers or include any untrue statement of a material fact relating others and such other documents to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light evidence fulfillment of the circumstances under which they were made, not misleading. The "Specified Portions" conditions set forth in this Agreement as Seller or its counsel may reasonably request. 7.14 An executed ▇▇▇▇ of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsSale." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Servicing Rights Purchase Agreement, dated as of December 7, 2005, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties; (b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans Loan or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage LoansLoan, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Memorandum Private Placement Memorandum, dated as of December 1, 2005 (the "Memorandum") (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans Loan or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage LoansLoan, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans" (insofar as the information contained in Annex A-1 relates to the Mortgage Loan), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loan), Annex B to the Prospectus Supplement entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loan), Annex C to the Prospectus Supplement, entitled "Structural and Collateral Term Sheet" (insofar as the information contained in Annex C relates to the Mortgage Loan), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) ▇-▇, ▇▇▇▇▇ ▇-▇ and/or Annex B), and the following sections of the Prospectus Supplement (only to the extent that any such information relates to the Seller or the Mortgage Loan and exclusive of any statements in such sections that purport to summarize describe the servicing and administration provisions of the Pooling and Servicing Agreement: Agreement and exclusive of aggregated numerical information that includes the Other Mortgage Loans): "Summary of the Prospectus Supplement-The --Relevant Parties-The --Mortgage Loan Sellers," ", "Summary of the Prospectus Supplement---The Mortgage LoansLoans And The Mortgaged Real Properties," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." . The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of (as attached as an exhibit to the Memorandum.);

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "“Specified Portions" ” of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-): “The Parties-—The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-” “The Mortgage Loans," "” “Risk Factors-—The Mortgage Loans," ” and "“Description of the Mortgage Pool-—General," "-Mortgage ” “—Mortgage Loan History," "-Certain ” “—Certain Terms and Conditions of the Mortgage Loans," "-Assessments ” “—Assessments of Property Condition," "” “—Co-Lender Loans," "-Additional ” “—Additional Mortgage Loan Information," "-Twenty ” “—Twenty Largest Mortgage Loans," "-The ” “—The Mortgage Loan Sellers," "-Underwriting ” “—Underwriting Standards," ” and "-Representations “—Representations and Warranties; Repurchases and Substitutions." ” The "“Specified Portions" ” of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first second and second full third paragraphs on page "iii" “iv” of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Servicing Rights Purchase Agreement, dated as of May 1, 2004, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties; (b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Private Placement Memorandum, dated as of April 23, 2004 (the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating "Memorandum") (pursuant to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.certain

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, shall consist of Annex A and Annex D thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-SUMMARY OF PROSPECTUS SUPPLEMENT--The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-, "SUMMARY OF PROSPECTUS SUPPLEMENT--The Mortgage Loans," "Risk Factors-, "RISK FACTORS--The Mortgage Loans," and "Description of the Mortgage Pool-, "DESCRIPTION OF THE MORTGAGE POOL--General," "-Mortgage , "--Mortgage Loan History," "-Certain , "--Certain Terms and Conditions of the Mortgage Loans," "-Assessments , "--Assessments of Property Condition," "Co, "--Co-Lender Loans," "-Additional , "--Additional Mortgage Loan Information," "-Twenty , "--Twenty Largest Mortgage Loans," "-The , "--The Sponsors", "--The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and Supplement, the first and second full paragraphs on page "iiiv" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) 7.1 This Agreement duly executed by the Purchaser and the Seller;each Seller Party. (b) 7.2 A certificate of the Sellereach Seller Party, executed by a duly authorized officer of the such Seller Party and dated the Closing Date, and upon which the Purchaser Purchaser, its successors and assigns, and the Underwriters and the Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the such Seller Party in this Agreement are true and correct in all material respects at on and as of the Closing Date with the same force and effect as if made on the Closing Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such specified date; and (ii) the such Seller has, in all material respects, Party has complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at on or prior to the Closing Date;. 7.3 True, complete and correct copies of each Seller Party’s limited liability company agreement and certificate of formation. 7.4 A certificate of good standing with respect to each Seller Party from the Secretary of State of Delaware dated not earlier than thirty (c30) An officer's days prior to the Closing Date. 7.5 A certificate from an officer of the Secretary or Assistant Secretary of each Seller (signed in his/her capacity as an officer)Party, dated the Closing Date, and upon which Purchaser, its successors and assigns, the Purchaser Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of the Sellersuch Seller Party, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;. 7.6 An opinion of counsel (dwhich, other than as to the opinion described in paragraph 7.6.6 below, may be in-house counsel) An officer's certificate from an officer of the to each Seller (signed in his/her capacity as an officer)Party, dated the Closing Date, and addressed to Purchaser, the Underwriters and the Initial Purchasers, substantially to the effect of the following (with such changes and modifications as Purchaser may approve and subject to such counsel’s reasonable qualifications): 7.6.1 Such Seller Party is validly existing under the laws of the State of Delaware and has full corporate or organizational power and authority to enter into and perform its obligations under this Agreement. 7.6.2 This Agreement has been duly authorized, executed and delivered by such Seller Party. 7.6.3 No consent, approval, authorization or order of any federal court or governmental agency or body is required for the consummation by such Seller Party of the transactions contemplated by the terms of this Agreement except any approvals as have been obtained. 7.6.4 Neither the execution, delivery or performance of this Agreement by such Seller Party, nor the consummation by such Seller Party of any of the transactions contemplated by the terms of this Agreement (A) conflicts with or results in a breach or violation of, or constitutes a default under, the organizational documents of such Seller Party, (B) to the knowledge of such counsel, constitutes a default under any term or provision of any material agreement, contract, instrument or indenture, to which such Seller Party is a party or by which it or any of its assets is bound or results in the creation or imposition of any lien, charge or encumbrance upon any of its property pursuant to the terms of any such indenture, mortgage, contract or other instrument, other than pursuant to this Agreement, or (C) conflicts with or results in a breach or violation of any law, rule, regulation, order, judgment, writ, injunction or decree of any federal or State of New York court or governmental authority having jurisdiction over such Seller Party or its assets, except where in any of the instances contemplated by clauses (B) or (C) above, any conflict, breach or default, or creation or imposition of any lien, charge or encumbrance, will not have a material adverse effect on the consummation of the transactions contemplated hereby by such Seller Party or materially and adversely affect its ability to perform its obligations and duties hereunder or result in any material adverse change in the business, operations, financial condition, properties or assets of such Seller Party, or in any material impairment of the right or ability of such Seller Party to carry on its business substantially as now conducted. 7.6.5 To his or her knowledge, there are no legal or governmental actions, investigations or proceedings pending to which such Seller Party is a party, or threatened against such Seller Party, (a) asserting the invalidity of this Agreement or (b) which materially and adversely affect the performance by such Seller Party of its obligations under, or the validity or enforceability of, this Agreement. 7.6.6 This Agreement is a valid and binding agreement of such Seller Party, enforceable against such Seller Party in accordance with its terms, except as such enforcement may be limited by (1) laws relating to bankruptcy, insolvency, reorganization, receivership or moratorium, (2) other laws relating to or affecting the rights of creditors generally, (3) general equity principles (regardless of whether such enforcement is considered in a proceeding in equity or at law) or (4) public policy considerations underlying the securities laws, to the extent that such public policy considerations limit the enforceability of the provisions of this Agreement that purport to provide indemnification from liabilities under applicable securities laws. Such opinion may express its reliance as to factual matters on, among other things specified in such opinion, the representations and warranties made by, and on certificates or other documents furnished by officers of, the parties to this Agreement. In rendering the opinions expressed above, such counsel may limit such opinions to matters governed by the federal laws of the United States and the corporate laws of the State of Delaware and the State of New York, as applicable. 7.7 Such other opinions of counsel as any Rating Agency may request in connection with the sale of the Mortgage Loans by Seller to Purchaser or a Seller Party’s execution and delivery of, or performance under, this Agreement, in each case also addressed to Purchaser, the Underwriters and the Initial Purchasers. 7.8 A negative assurance letter, dated the Closing Date and addressed to Purchaser, the Underwriters, and the Initial Purchasers, in form reasonably acceptable to Purchaser, the Underwriters, and the Initial Purchasers, as to the disclosure provided by Seller to Purchaser with respect to itself and the Mortgage Loans for inclusion in the Preliminary Prospectus, the Preliminary Memorandum, the Final Memorandum and the Prospectus. 7.9 An opinion of counsel, dated the Closing Date and addressed to Purchaser and the Underwriters, in form reasonably acceptable to Purchaser and the Underwriters, that such disclosure complies as to form with the applicable requirements of Regulation AB with respect to each Seller Party’s role as “Sponsor” and/or as an “Originator” (or, if such Seller Party was not the originator with respect to any Mortgage Loan, the role of the related originator as an “Originator”) (each as defined in Regulation AB) in connection with the Certificates. 7.10 A letter from a nationally recognized certified public accounting firm in form reasonably acceptable to Purchaser, the Underwriters may relyand the Initial Purchasers, dated the date hereof, addressed to Purchaser, the Underwriters and the Initial Purchasers, to the effect that with respect to they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the SellerPreliminary Prospectus, the Mortgage LoansPreliminary Memorandum, the related Mortgagors Final Memorandum, and the related Mortgaged Properties (i) Prospectus agrees with the records of such officer has carefully examined the Specified Portions Seller Party. 7.11 Such further certificates, opinions and documents as Purchaser may reasonably request. 7.12 An officer’s certificate of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementPurchaser, as of the date of the Prospectus Supplement, or as of dated the Closing Date, included or include any untrue statement with the resolutions of a material fact relating to Purchaser authorizing the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loanstransactions described herein attached thereto, in light together with certified copies of the circumstances under which they were madecharter, by-laws and certificate of good standing of Purchaser dated not misleading, and earlier than thirty (ii30) such officer has examined the Specified Portions of the Memorandum and nothing has come days prior to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included . 7.13 Such other certificates of Purchaser’s officers or include any untrue statement of a material fact relating others and such other documents to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light evidence fulfillment of the circumstances under which they were made, not misleading. The "Specified Portions" conditions set forth in this Agreement as Seller or its counsel may reasonably request. 7.14 An executed ▇▇▇▇ of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsSale." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated as of the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus SupplementSupplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the date Time of the Prospectus SupplementSale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Mortgage

Closing Documents. (a) The Closing Documents shall consist of the following, and the delivery thereof on or prior to the Closing Date can only be waived and modified by mutual consent of the parties hereto: (ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and (bc) An Officer’s Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, the Initial Purchasers and BAMLCM may rely, attaching thereto as exhibits the organizational documents of the Seller; and (d) A certificate of good standing regarding the Seller from the Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and (e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and (cf) An officer's certificate from an officer A written opinion of counsel for the Seller (signed in his/her capacity Seller, subject to such reasonable assumptions and qualifications as an officer)may be requested by counsel for the Seller, each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, and upon which each Rating Agency; and (g) Any other opinions of counsel for the Purchaser may rely, to Seller reasonably requested by the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and (h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective times parties thereto; and (j) One or more comfort letters from the Accountants dated the date of such signing any free writing prospectus, Prospectus Supplement and deliveryMemorandum respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors free writing prospectus and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Initial Purchasers in the case of the Prospectus SupplementMemorandum stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loansany free writing prospectus, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first Memorandum, compared the results of their calculations to the corresponding items in any free writing prospectus, the Prospectus Supplement and second full paragraphs on page "iii" of the Memorandum, respectively, and found each such number and percentage set forth in any free writing prospectus, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the MLMCI Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the MLMCI Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the MLMCI Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the MLMCI Mortgage Loans, in the light of the circumstances under which they were made, not misleading. . (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the State of Delaware not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers’ Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement Prospectus Supplement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and Master Servicer, and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio, is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Non-Offered Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officers’ Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light Purchaser and the Underwriters; (d) Such opinions of counsel from the Purchaser’s or Seller’s counsel as the Rating Agencies may request in connection with the sale of the circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from Ernst & Young, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions “Summary of Prospectus Supplement”, “Risk Factors”, “The "Specified Portions" Mortgage Pool”, “Yield on the Certificates”, “Description of the Prospectus Supplement shall consist of Annex A theretoCertificates”, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the “Pooling and Servicing Agreement: "Summary —The Seller and Master Servicer”, Annex II and Annex III agrees with the records of the Prospectus Supplement-Seller and the Master Servicer; (f) [reserved]; (g) The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," Seller and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum Master Servicer shall consist of the Specified Portions of deliver for inclusion in the Prospectus Supplement and under the first and second full paragraphs on page "iii" captions “The Mortgage Pool—Underwriting Standards of the MemorandumOriginators;” and “Pooling and Servicing Agreement—The Seller and Master Servicer”, or for inclusion in other offering material, such publicly available information regarding its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; and (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriters may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iiiiv" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "“Specified Portions" ” of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "): “Summary of the Prospectus Supplement-The Supplement––”The Parties-—The Mortgage Loan SellersSeller," "” “Summary of the Prospectus Supplement-Supplement––The Mortgage Loans,” “Risk Factors—The Mortgage Loans," "Risk Factors-The Mortgage Loans," ” and "“Description of the Mortgage Pool-—General," "-Mortgage ” “—Mortgage Loan History," "-Certain ” “—Certain Terms and Conditions of the Mortgage Loans," "-Assessments ” “—Assessments of Property Condition," "” “—Co-Lender Loans," "-Additional ” “—Additional Mortgage Loan Information," "-Twenty ” “—Twenty Largest Mortgage Loans," "-The ” “—The Mortgage Loan SellersSeller," "-Underwriting ” “—Underwriting Standards," ” and "-Representations “—Representations and Warranties; Repurchases and Substitutions." ” The "“Specified Portions" ” of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "“iii" ” of the Memorandum.

Closing Documents. The Closing Documents shall consist of the ----------------- following: (a) This Agreement duly executed by the Purchaser and the Seller;. (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Datedate hereof, and upon which the Purchaser and the Underwriters its successor and assigns may rely, to the effect that: (i) the representations and warranties of that the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, has complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at on or prior to the Closing Date;date hereof. (c) An officerTrue, complete and correct copies of the Seller's certificate from an officer of incorporation and by-laws; (d) A good standing certificate of the Seller from the Secretary of State of Delaware, dated not earlier than 30 days prior to the date hereof. (signed in his/her capacity as an officer)e) A certificate of the Secretary of the Seller, dated the Closing Datedate hereof, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date date hereof in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Datedate hereof, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;. (df) An officer's certificate from an officer opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel to the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, date hereof and upon which in the form attached hereto as Exhibit 3. (g) Such other opinions of counsel as the Rating Agencies or the Credit Enhancer may request in connection with the sale of the Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement. (h) A letter from KPMG Peat Marwick LLP, certified public accountants, dated the Underwriters may relydate hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Memorandum under the caption "The Pool" agrees with respect to the records of the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties . (i) such officer has carefully examined Such further certificates, opinions and documents as the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of ----------------- the following: (a) This Agreement duly executed by the Purchaser and the Seller;. (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Datedate hereof, and upon which the Purchaser and the Underwriters its successors and assigns may rely, to the effect that: (i) the representations and warranties of that the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, has complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at on or prior to the Closing Date;date hereof. (c) An officerTrue, complete and correct copies of the Seller's certificate from an officer of incorporation and by-laws; (d) A good standing certificate of the Seller from the Secretary of State of Delaware, dated not earlier than 30 days prior to the date hereof. (signed in his/her capacity as an officer)e) A certificate of the Secretary of the Seller, dated the Closing Datedate hereof, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date date hereof in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Datedate hereof, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures;. (df) An officer's certificate from an officer opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, special counsel to the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, date hereof and upon which in the form attached hereto as Exhibit 3. (g) Such other opinions of counsel as the Rating Agencies or the Credit Enhancer may request in connection with the sale of the Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement. (h) A letter from KPMG Peat Marwick LLP, certified public accountants, dated the Underwriters may relydate hereof, to the effect that they have performed certain specified procedures as a result of which they determined that certain information of an accounting, financial or statistical nature set forth in the Memorandum under the caption "The Pool" agrees with respect to the records of the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties . (i) such officer has carefully examined Such further certificates, opinions and documents as the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i1) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of Prospectus (as defined in the Prospectus Supplement Underwriting Agreement) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement (as defined in the Underwriting Agreement) or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of Memorandum (as defined in the Memorandum Certificate Purchase Agreement) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loanstherein, in the light of the circumstances under which they were made, not misleading. . (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist board of Annex A theretodirectors of the Seller and any requisite shareholder consent authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies certificate of incorporation and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware not earlier than sixty (60) days prior to the Closing Date; (f) A written opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel for the Seller, in form and substance acceptable to the Purchaser and its counsel, with any modifications required by the rating agencies identified in the Prospectus Supplement (insofar as such diskette is consistent the "Rating Agencies"), dated the Closing Date and addressed to the Purchaser, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the LBHI Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the LBHI Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the LBHI Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the LBHI Mortgage Loans, in the light of the circumstances under which they were made, not misleading. . (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist board of Annex A theretodirectors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies certificate of incorporation and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware not earlier than sixty (60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller, in form and substance acceptable to the Purchaser and its counsel, with any modifications required by the rating agencies identified in the Prospectus Supplement (insofar as such diskette is consistent the "Rating Agencies"), dated the Closing Date and addressed to the Purchaser, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the ▇▇▇▇▇▇ Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the ▇▇▇▇▇▇ Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the ▇▇▇▇▇▇ Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the ▇▇▇▇▇▇ Mortgage Loans, in the light of the circumstances under which they were made, not misleading. . (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller, substantially in the form of Schedule V, with any modifications required by the Purchaser, its counsel or Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement, the Pooling and Servicing Agreement and the Indemnification Agreement, in each case duly executed by the Purchaser and the Sellerall parties thereto; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser CCMSI and the Underwriters Dealers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement and the Indemnification Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date, subject, in the case of the representations and warranties made by the Seller pursuant to Section 3(b) of this Agreement, to the exceptions to such representations and warranties set forth in Schedules III and IV to this Agreement; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which CCMSI and the Purchaser Dealers may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer A written opinion of counsel for the Seller (signed in his/her capacity as an officerwhich opinion may be from in-house counsel, outside counsel or a combination thereof), relating to certain corporate and enforceability matters and reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing DateDate and addressed to CCMSI, the Trustee, the Certificate Administrator, the Dealers and the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; (e) Such further certificates, opinions and documents as the Purchaser may reasonably request prior to the sale of the Mortgage Loans by the Seller to the Purchaser; and (f) A written opinion of counsel for the Purchaser (which opinion may be from in-house counsel, outside counsel, or a combination thereof, and upon which the Purchaser and the Underwriters may rely, include a reliance letter addressed to the effect that Seller with respect to opinions given to other parties) relating to certain corporate and enforceability matters and reasonably satisfactory to the Seller and its counsel, dated the Closing Date and addressed to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The At the Closing, the Seller, YSI, the Company and Purchaser, as the case may be, shall execute and deliver, or cause to be delivered, all documents required to be delivered by each of them under this Agreement, including, but not limited to, the following (the "Closing Documents shall consist of the following:Documents"): (a) This Agreement A copy of resolutions duly executed adopted by the Seller, YSI and Purchaser authorizing and approving their performance of the transactions contemplated hereby and the Sellerexecution and delivery of the documents described herein, certified as true and in full force and effect as of Closing by the Secretary or an Assistant Secretary of each entity; (b) A certificate certified copy of the Articles of Incorporation, and all amendments thereto, of each of the Seller, executed by a duly authorized officer YSI, the Company, each of the Seller Subsidiaries, and Purchaser from its respective state of incorporation, dated the Closing Datemost recent practical date prior to Closing; (c) A copy of the Bylaws, and upon which all amendments thereto, of each of the Purchaser Seller, YSI, the Company, the Subsidiaries, and Purchaser, certified as true and in full force and effect as of Closing by the Underwriters may relySecretary or Assistant Secretary of each such entity; (d) A certificate of the President or a Vice President of the Seller, to the effect that: (i) YSI and Purchaser, certifying that as of Closing all of the representations and warranties by or on behalf of the Seller such party contained in this Agreement are true and correct in all material respects at and as each and every covenant and agreement of the Closing Date with the same effect as if made on each such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement party to be performed or satisfied at or prior to or as of Closing pursuant to this Agreement has been performed; (e) Certificates of incumbency for the respective officers of each corporate entity making certifications for Closing, dated as of Closing Date; (cf) An officer's certificate from an officer Certificates of the Seller (signed in his/her capacity as an officer), dated the Closing Date, corporate existence and upon which the Purchaser may rely, to the effect that good standing of each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before YSI, the Closing Date in connection with Company, the transactions contemplated herein, was at Subsidiaries and Purchaser from its respective state of incorporation dated the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signaturesmost recent practical date prior to Closing; (dg) An officer's certificate from an officer The opinions of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, counsel to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplementparties, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary provided in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, Sections 7.4 and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.8.4 hereof;

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs paragraph on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.or

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller hasProspectus Supplement, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement Master Servicer, and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplementits loan portfolio, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include is true and accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) if the Class CE Certificates and Class P Certificates are offered on the Closing Date pursuant to a Private Placement Memorandum, the Seller and the Master Servicer shall deliver an Officer's Certificate stating that the same information contained in such officer has examined the Specified Portions Private Placement Memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light Purchaser and the Underwriters; (d) Such opinions of counsel from the Purchaser's or Seller's counsel as the Rating Agencies may request in connection with the sale of the circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from Deloitte & Touche L.L.P., certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool"Specified Portions" , "Yield on the Certificates", "Description of the Prospectus Supplement shall consist of Annex A theretoCertificates", the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the "Pooling and Servicing Agreement: --The Master Servicer and the Seller"Summary , agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Seller and the first and second full paragraphs on page "iii" of the Memorandum.Master Servicer;

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments -- Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty -- Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Supplement, the paragraph that begins on page "iv" of the Memorandum and carries over to page "v" of the Memorandum and the first and second full paragraphs paragraph on page "iiiv" of the Memorandum.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers' Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters Underwriter may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller hasProspectus Supplement, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement Master Servicer, and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplementits loan portfolio, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include is true and accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) if the Class M-7, Class CE or Class P Certificates are offered on the Closing Date pursuant to a Private Placement Memorandum, the Seller and the Master Servicer shall deliver an Officer's Certificate stating that the same information contained in such officer has examined the Specified Portions Private Placement Memorandum is true and accurate in all material respects; (b) An Officers' Certificate of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriter may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light Purchaser, the Certificate Insurer and the Underwriter; (d) Such opinions of counsel from the Purchaser's or Seller's counsel as the Rating Agencies may request in connection with the sale of the circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller's execution and delivery of, or performance under, this Agreement and upon which the Underwriter and the Certificate Insurer may rely; (e) A letter from Deloitte & Touche LLP, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in (i) the Prospectus Supplement, under the captions "Summary of Prospectus Supplement", "Risk Factors", "The Mortgage Pool"Specified Portions" , "Yield on the Certificates", "Description of the Prospectus Supplement shall consist of Annex A theretoCertificates", the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the "Pooling and Servicing Agreement: --The Seller and Master Servicer"Summary , Annex II and Annex III and (ii) the Class M-7 Private Placement Memorandum, under the caption "Yield and Prepayment Considerations" agrees with the records of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement Seller and the first and second full paragraphs on page "iii" of the Memorandum.Master Servicer;

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the FUNB Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the FUNB Mortgage Loans, in the light of the circumstances under which they were made, not misleading. . (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller, substantially in the form of Schedule V, with any modifications required by the Purchaser, its counsel or Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and (bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and (d) Certificate of good standing regarding the Seller from the Secretary of the State of New York, dated not earlier than 30 days prior to the Closing Date; and (e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and (cf) An officer's certificate from an officer A written opinion of counsel for the Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller (signed in his/her capacity each as an officer)reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that Purchaser, the Underwriters, the Trustee, the Initial Purchasers and each individual who, as an officer or representative of the Seller, signed this Agreement or Rating Agency any other document or certificate delivered on or before opinions of counsel for the Closing Date Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and (g) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and (h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective times parties thereto; and (j) One or more comfort letters from the Accountants dated the date of such signing any preliminary Prospectus Supplement, Prospectus Supplement and deliveryMemorandum, respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors preliminary Prospectus Supplement and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Initial Purchasers in the case of the Prospectus SupplementMemorandum stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the preliminary Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of , the Prospectus Supplement and the first Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and second full paragraphs on page "iii" of the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or the Seller or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage LoansLoans or the Seller, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage LoansLoans or the Seller, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A theretoAnnexes ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and B thereto (insofar as the information contained in such annexes relates to the Mortgage Loans), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex AAnnexes ▇-▇, ▇-▇, ▇-▇, ▇-▇, ▇-▇ and B) and the following sections of the Prospectus Supplement (to the extent they relate to the Seller or the Mortgage Loans and exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-The --Relevant Parties-The --Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Underlying Mortgage LoansLoans and the Mortgaged Real Properties," "Risk Factors-The --Risks Related to the Underlying Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Mortgage

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co--Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iiiiv" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.omit

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (a) This Agreement duly executed by the Purchaser and An Officers’ Certificate of the Seller, dated the Closing Date, in form satisfactory to and upon which the Purchaser, M▇▇▇▇▇ S▇▇▇▇▇▇ & Co. Incorporated (the “Representative”) may rely, and attached thereto copies of the certificate of incorporation, by-laws and certificate of good standing of the Seller under the laws of California; (b) A certificate An Opinion of Counsel of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (c) Such opinions of counsel as the Rating Agencies or the Trustee may request in connection with the sale of the Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement; (d) An Officers’ Certificate of the Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters Representative may rely, to the effect that: (i) the representations and warranties attached thereto copies of the Seller in this Agreement are true certificate of formation, limited liability company agreement and correct in all material respects at and as certificate of good standing of the Closing Date with Servicer under the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datelaws of Delaware; (ce) An officer's certificate from an officer Officers’ Certificate of the Seller (signed in his/her capacity as an officer)Servicer, dated the Closing Date, and upon which the Purchaser may rely, in form satisfactory to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters Representative may rely, stating that on the Closing Date the representations and warranties of the Servicer contained in the Pooling and Servicing Agreement will be true and correct and no event has occurred with respect to the Servicer that would constitute an Event of Default thereunder; (f) An Opinion of Counsel of the Servicer, dated the Closing Date, in form satisfactory to and addressed to the Purchaser and the Representative; (g) (i) A letter from KPMG L.L.P., certified public accountants, to the effect that with respect to the Sellerthey have performed certain specified procedures as a result of which they determined that certain information of an accounting, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of financial or statistical nature set forth in the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make Offered Certificates contained under the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-captions “Summary—The Mortgage Loans," "” “Risk Factors-,” (to the extent of information concerning the Mortgage Loans contained therein) and “The Mortgage Loans," and "Description Pool” agrees with the records of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms Seller and Conditions the information contained under the caption “The Originator” agrees with the records of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," Originator; and (h) Such further information, certificates, opinions and "-Representations and Warranties; Repurchases and Substitutionsdocuments as the Purchaser or the Representative may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. ; (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the State of Delaware not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.his

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officers’ Certificate of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller and Master Servicer under the laws of Delaware and stating that the information contained in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement Prospectus Supplement relating to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller and Master Servicer, and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio, is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Non-Offered Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officers’ Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light Purchaser and the Underwriters; (d) Such opinions of counsel from the Purchaser’s or Seller’s counsel as the Rating Agencies may request in connection with the sale of the circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) A letter from Ernst & Young, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they were madedetermined that certain information of an accounting, not misleading. financial or statistical nature set forth in the Prospectus Supplement, under the captions “Summary of Prospectus Supplement”, “Risk Factors”, “The "Specified Portions" Mortgage Pool”, “Yield on the Certificates”, “Description of the Prospectus Supplement shall consist of Annex A theretoCertificates”, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the “Pooling and Servicing Agreement: "Summary —The Seller and Master Servicer”, Annex II and Annex III agrees with the records of the Prospectus Supplement-Seller and the Master Servicer; (f) [reserved]; (g) The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," Seller and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum Master Servicer shall consist of the Specified Portions of deliver for inclusion in the Prospectus Supplement and under the first and second full paragraphs on page "iii" captions “The Mortgage Pool—Underwriting Standards of the MemorandumOriginator;” and “Pooling and Servicing Agreement—The Seller and Master Servicer”, or for inclusion in other offering material, such publicly available information regarding its financial condition and its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; and (h) Such further information, certificates, opinions and documents as the Purchaser or the Underwriters may reasonably request.

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and (bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters, and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and (d) Certificate of good standing regarding the Seller from Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and (e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and (cf) An officer's certificate from an officer A written opinion of counsel for the Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller (signed in his/her capacity each as an officer)reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing DateDate and addressed to the Purchaser, the Underwriters, the Trustee, the Initial Purchasers, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or Rating Agency any other document or certificate delivered on or before opinions of counsel for the Closing Date Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and (g) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and (h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective times parties thereto; and (j) One or more comfort letters from the Accountants dated the date of such signing any preliminary Prospectus Supplement, Prospectus Supplement and deliveryMemoranda respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors preliminary Prospectus Supplement and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Initial Purchasers in the case of the Prospectus SupplementMemoranda stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the preliminary Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of , the Prospectus Supplement and the first Memoranda, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and second full paragraphs on page "iii" the Memoranda, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memoranda, respectively, to be in agreement with the results of the Memorandumsuch calculations.

Closing Documents. The Closing Documents Without limiting the generality of Section 8 hereof, the closing shall consist be subject to delivery of each of the followingfollowing documents: (ai) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer An Officer’s Certificate of the Seller and the Master Servicer, dated the Closing Date, in form satisfactory to and upon which the Purchaser and the Underwriters may rely, to and attached thereto copies of the effect that: (i) the representations certificate of incorporation, by-laws and warranties certificate of good standing of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures Master Servicer under the laws of such persons appearing on such documents Delaware and certificates are their genuine signatures; (d) An officer's certificate from an officer of stating that the Seller (signed information contained in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, Prospectus Supplement relating to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors Seller, the Master Servicer and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement applicable loan portfolio is true and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include accurate in all material respects and does not contain any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact required to be stated therein or necessary in order to make the statements therein relating to the Mortgage Loanstherein, in light of the circumstances under which they were made, not misleading, misleading and (ii) such officer has examined the Specified Portions if any of the Memorandum and nothing has come Certificates are offered on the Closing Date pursuant to his attention that would lead him to believe a private placement memorandum, the Seller shall deliver an Officer’s Certificate stating that the Specified Portions same information contained in such private placement memorandum is true and accurate in all material respects; (b) An Officer’s Certificate of the MemorandumSeller, as of the date thereof or as of dated the Closing Date, included or include any untrue statement in form satisfactory to and upon which the Purchaser and the Underwriters may rely, with respect to certain facts regarding the sale of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make by the statements therein related Seller to the Mortgage LoansPurchaser; (c) An Opinion of Counsel of the Seller and the Master Servicer, dated the Closing Date, in form satisfactory to and addressed to the light Purchaser and the Underwriters; (d) Such opinions of counsel from the Purchaser’s or Seller’s counsel as the Rating Agencies may request in connection with the sale of the circumstances under Mortgage Loans by the Seller to the Purchaser or the Seller’s execution and delivery of, or performance under, this Agreement and upon which the Underwriters may rely; (e) [Reserved]; (f) A letter from Ernst & Young, certified public accountants, dated the date hereof and to the effect that they have performed certain specified procedures as a result of which they were madedetermined that certain information of an accounting, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements financial or statistical nature set forth in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-, under the captions “Summary of Prospectus Supplement”, “Risk Factors”, “The Mortgage Loan Sellers," "Summary Pool”, “Yield on the Certificates”, “Description of the Certificates”, “The Seller, Sponsor and Master Servicer”, Annex II and Annex III agrees with the records of the Seller and the Master Servicer; (g) [Reserved]; (h) The Seller and the Master Servicer shall deliver for inclusion in the Prospectus Supplement-, under the captions “The Mortgage LoansOriginator” and “The Seller, Sponsor and Master Servicer," "Risk Factors-The Mortgage Loans," ” or for inclusion in other offering material, such publicly available information regarding its financial condition and "Description of its mortgage loan delinquency, foreclosure and loss experience, underwriting standards, lending activities and loan sales, production, and servicing and collection practices, and any similar nonpublic, unaudited financial information; (i) [Reserved]; (j) Such further information, certificates, opinions and documents as the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of Purchaser or the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsUnderwriters may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Agreement to Appointment of Master Servicer duly executed by the Purchaser and the Seller; (b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Ten Largest Mortgage Loans--Overlook at Great Notch," "-The --Ten Largest Mortgage Loans--Gardner Portfolio," "--The Mortgage Loan Sellers," "-Underwriting Standards--Underwriti▇▇ ▇▇▇▇dards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and (bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and (d) Certificate of good standing regarding the Seller from the Secretary of the State of New York, dated not earlier than 30 days prior to the Closing Date; and (e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and (cf) An officer's certificate from an officer A written opinion of counsel for the Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller (signed in his/her capacity each as an officer)reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that Purchaser, the Underwriters, the Trustee, the Initial Purchasers and each individual who, as an officer or representative of the Seller, signed this Agreement or Rating Agency any other document or certificate delivered on or before opinions of counsel for the Closing Date Seller reasonably requested by the Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and (g) Any other opinions of counsel for the Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and (h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective times parties thereto; and (j) One or more comfort letters from the Accountants dated the date of such signing any preliminary Prospectus Supplement, Prospectus Supplement and deliveryMemorandum, respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors preliminary Prospectus Supplement and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Initial Purchasers in the case of the Prospectus SupplementMemorandum stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary Loan set forth in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the preliminary Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of , the Prospectus Supplement and the first Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and second full paragraphs on page "iii" of the Memorandum, respectively, and found each such number and percentage set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i1) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of Prospectus (as defined in the Prospectus Supplement Underwriting Agreement) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement (as defined in the Underwriting Agreement) or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the MLMC Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the MLMC Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of Memorandum (as defined in the Memorandum Certificate Purchase Agreement) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the MLMC Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related relating to the MLMC Mortgage Loans, in the light of the circumstances under which they were made, not misleading. . (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist board of Annex A theretodirectors of the Seller and any requisite shareholder consent authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies certificate of incorporation and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware not earlier than sixty (60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller in form and substance acceptable to the Purchaser and its counsel, with any modifications required by the rating agencies identified in the Prospectus Supplement (insofar as such diskette is consistent the "Rating Agencies"), dated the Closing Date and addressed to the Purchaser, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the agreement(s) pursuant to which the servicing rights with respect to the Mortgage Loans are being sold to the applicable Master Servicer (such agreement(s), individually or collectively, as the case may be, the "Servicing Rights Purchase Agreement"); (b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Free Writing Prospectus and nothing has come to his/her attention that leads him/her to believe that the Specified Portions of the Free Writing Prospectus (when read together with the free writing prospectus which was distributed to prospective investors in the Certificates by e-mail on November 1, 2007), as of the Time of Sale or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his his/her attention that would lead him leads him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has carefully examined the Specified Portions (as defined below) of the Memorandum (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his his/her attention that would lead him leads him/her to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Free Writing Prospectus Supplement shall consist of Annex A theretoA-1 to the Free Writing Prospectus, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: entitled "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions Certain Characteristics of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the SellerSellers and CWCapital; (b) A certificate of the Sellereach Seller and CWCapital, executed by a duly authorized officer of the applicable Seller or CWCapital and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the such Seller or CWCapital in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller it has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the such Seller or CWCapital (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Sellersuch Seller or CWCapital, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the such Seller or CWCapital (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Sellerit, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iiiiv" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Servicing Rights Purchase Agreement, dated as of March 1, 2005, between the Seller and KeyCorp Real Estate Capital Markets, Inc., duly executed by such parties; (b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and Purchaser, the Underwriters and Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has carefully examined the Specified Portions of the Memorandum Private Placement Memorandum, dated as of March 21, 2005 (the "Memorandum") (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A A-1 thereto, entitled "Certain Characteristics of the Mortgage Loans" (insofar as the information contained in Annex A-1 relates to the Mortgage Loans sold by the Seller hereunder), Annex A-2 to the Prospectus Supplement, entitled "Certain Statistical Information Regarding the Mortgage Loans" (insofar as the information contained in Annex A-2 relates to the Mortgage Loans sold by the Seller hereunder), Annex B to the Prospectus Supplement entitled "Certain Characteristics Regarding Multifamily Properties" (insofar as the information contained in Annex B relates to the Mortgage Loans sold by the Seller hereunder), Annex C to the Prospectus Supplement, entitled "Structural and Collateral Term Sheet" (insofar as the information contained in Annex C relates to the Mortgage Loans sold by the Seller hereunder), the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) ▇-▇, ▇▇▇▇▇ ▇-▇ and/or Annex B), and the following sections of the Prospectus Supplement (only to the extent that any such information relates to the Seller or the Mortgage Loans sold by the Seller hereunder and, without limitation, exclusive of any statements in such sections that purport to summarize describe the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.Prospectus

Closing Documents. The Closing Documents shall consist of the following: (ai) This Agreement duly executed by the Purchaser and the Seller, (ii) the Pooling and Servicing Agreement duly executed by the parties thereto and (iii) the Agreement to Appointment of Master Servicer duly executed by the Purchaser and the Seller; (b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Ten Largest Mortgage Loans--General Motors Building," "-The --Ten Largest Mortgage Loans--Cornerstone Portfolio," "--Ten Largest Mortgage Loans--Orland Park Place Shopping Center," "--Ten Largest Mortgage Loans--Chesterbrook Office Building," "--Ten Largest Mortgage Loans--The Center at Hobbs Brook," "--Ten Largest Mortgage Loans--The Marketplace at Augu▇▇▇," "--▇▇n Largest Mortgage Loans --Belmont at York Apartments," "--The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. ; (e) The "Specified Portions" articles of association and by-laws of the Prospectus Supplement shall consist Seller, and a certificate of Annex good standing of the Seller issued by the State of Maryland not earlier than sixty (60) days prior to the Closing Date. (f) A theretowritten opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the diskette which accompanies Trustee, the Prospectus Supplement (insofar as such diskette is consistent Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, shall consist of Annex A and Annex D thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-The Parties-SUMMARY OF PROSPECTUS SUPPLEMENT--THE PARTIES--The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-, "SUMMARY OF PROSPECTUS SUPPLEMENT--THE MORTGAGE LOANS", "RISK FACTORS--The Mortgage Loans," "Risk Factors-The Mortgage Loans," and , "Description of the Mortgage Pool-DESCRIPTION OF THE MORTGAGE POOL--General," "-Mortgage , "--Mortgage Loan History," "-Certain , "--Certain Terms and Conditions of the Mortgage Loans," "-Assessments , "--Assessments of Property Condition," "Co-Lender Loans," , "-Additional --Additional Mortgage Loan Information," "-Twenty , "--Twenty Largest Mortgage Loans," "-The , "--The Mortgage Loan Sellers," "-Underwriting Standards,, "--The Sponsors" and "-Representations --Representations and Warranties; Repurchases and Substitutions." ". The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and Supplement, the first and second full paragraphs on page "iiiv" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale and nothing has come to his attention that would lead him to believe that the Specified Portions of the Preliminary Prospectus Supplement together with all other Time of Sale Information delivered prior to the Time of Sale, as of the Time of Sale, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable, shall consist of Annex A and Annex D thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Preliminary Prospectus Supplement or the Prospectus Supplement, as applicable (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-The Parties-THE PARTIES--The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-, "THE MORTGAGE LOANS", "RISK FACTORS--The Mortgage Loans," "Risk Factors-The Mortgage Loans," and , "Description of the Mortgage Pool-DESCRIPTION OF THE MORTGAGE POOL--General," "-Mortgage , "--Mortgage Loan History," "-Certain , "--Certain Terms and Conditions of the Mortgage Loans," "-Assessments , "--Assessments of Property Condition," "Co, "--Co-Lender Loans," "-Additional , "--Additional Mortgage Loan Information," "-Twenty , "--Twenty Largest Mortgage Loans,", "--The Sponsors" "-The --The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." ". The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iiiv" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement---The Parties---The Mortgage Loan Sellers," "Summary of the Prospectus Supplement---The Mortgage Loans," "Risk Factors---The Mortgage Loans," and "Description of the Mortgage Pool---General," "-Mortgage --Mortgage Loan History," "-Certain --Certain Terms and Conditions of the Mortgage Loans," "-Assessments --Assessments of Property Condition," "Co-Lender Loans," "-Additional --Additional Mortgage Loan Information," "-Twenty --Twenty Largest Mortgage Loans," "-The --The Mortgage Loan Sellers," "-Underwriting --Underwriting Standards," and "-Representations --Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iiiiv" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender -AB Mortgage Loans," ", "-Additional Mortgage Loan Information," "-Twenty -Ten Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. . (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller, substantially in the form of Exhibit C, with any modifications required by the Purchaser, its counsel or Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Bank of America Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the Bank of America Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the Bank of America Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the Bank of America Mortgage Loans, in the light of the circumstances under which they were made, not misleading. . (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller, substantially in the form of Schedule V, with any modifications required by the Purchaser, its counsel or Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i1) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions Prospectus (as defined in the Underwriting Agreement, dated as of May 9, 1997, between the Prospectus Supplement Purchaser and ▇▇▇▇▇▇ Brothers Inc. (the "Underwriting Agreement")) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement (as defined in the Underwriting Agreement) or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the First Union Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the First Union Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions Memorandum (as defined in the Certificate Purchase Agreement, dated as of May 16, 1997, among the Memorandum Purchaser, ▇▇▇▇▇▇ Brothers Inc. and First Union Capital Markets Corp.) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the First Union Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the First Union Mortgage Loans, in the light of the circumstances under which they were made, not misleading. . (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist of Annex A theretorequisite loan committee authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than sixty (60) days prior to the Closing Date; (f) A written opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇ III, counsel for the Seller, in form and substance acceptable to the Purchaser and its counsel, with any modifications required by the rating agencies identified in the Prospectus Supplement (insofar as such diskette is consistent the "Rating Agencies"), dated the Closing Date and addressed to the Purchaser, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's ’s certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "“Specified Portions" ” of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "“Summary of the Prospectus Supplement-—The Parties-—The Mortgage Loan Sellers," "” “Summary of the Prospectus Supplement-—The Mortgage Loans," "” “Risk Factors-—The Mortgage Loans," ” and "“Description of the Mortgage Pool-—General," "-Mortgage ” “—Mortgage Loan History," "-Certain ” “—Certain Terms and Conditions of the Mortgage Loans," "-Assessments ” “— Assessments of Property Condition," "” “—Co-Lender Loans," "-Additional ” “—Additional Mortgage Loan Information," "-Twenty ” “— Twenty Largest Mortgage Loans," "-The ” “—The Mortgage Loan Sellers," "-Underwriting ” “—Underwriting Standards," ” and "-Representations “—Representations and Warranties; Repurchases and Substitutions." ” The "“Specified Portions" ” of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first second and second third full paragraphs on page "iii" “iv” of the Memorandum. (e) The resolutions of the requisite committee of the Seller’s board of directors authorizing the Seller’s entering into the transactions contemplated by this Agreement, the articles of association and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Comptroller of the Currency not earlier than sixty (60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller (which opinion may be from in-house counsel, outside counsel or a combination thereof), reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters, the Initial Purchasers and each of the Rating Agencies, together with such other written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the ------------------ following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the FUNB Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the FUNB Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the FUNB Mortgage Loans, in the light of the circumstances under which they were made, not misleading. . (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) (i) This Agreement duly executed by the Purchaser and the SellerSeller and (ii) the Pooling and Servicing Agreement duly executed by the parties thereto; (b) A An officer's certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement, the Indemnification Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated hereinherein or therein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser and Purchaser, the Underwriters and Initial Purchaser may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions (as defined below) of the Free Writing Prospectus and nothing has come to his/her attention that would lead him/her to believe that the Specified Portions of the Free Writing Prospectus, as of the Time of Sale or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, (ii) such officer has carefully examined the Specified Portions (as defined below) of the Prospectus Supplement and nothing has come to his his/her attention that would lead him him/her to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (iiiii) such officer has carefully examined the Specified Portions (as defined below) of the Memorandum (pursuant to which certain classes of the Private Certificates are being privately offered) and nothing has come to his his/her attention that would lead him him/her to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. (a) The Closing Documents shall consist of the following, and can only be waived and modified by mutual consent of the parties hereto: (ab) This Agreement Agreement, duly executed and delivered by the Purchaser and the Seller;, and the Pooling and Servicing Agreement, duly executed and delivered by the Purchaser and all the other parties thereto; and (bc) An Officer's Certificate executed by an authorized officer of the Seller, in his or her individual capacity, and dated the Closing Date, upon which the Underwriters and BACM may rely, attaching thereto as exhibits the organizational documents of the Seller; and (d) Certificate of good standing regarding the Seller from the Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date; and (e) A certificate of the Seller, executed by a duly an executive officer or authorized officer signatory of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchasers may rely, rely to the effect that: that (i) the representations and warranties of the Seller in this the Agreement are true and correct in all material respects at and as of the Closing Date date hereof with the same effect as if made on such date; the date hereof, and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this the Agreement to be performed or satisfied at or prior to the Closing Date;date hereof; and (cf) An officer's certificate from an officer A written opinion of counsel for the Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Seller (signed in his/her capacity each as an officer)reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing Date, Date and upon which the Purchaser may rely, addressed to the effect that Purchaser, the Underwriters, the Trustee, the Initial Purchasers and each individual who, as an officer or representative Rating Agency; and (g) Any other opinions of counsel for the Seller, signed this Agreement or any other document or certificate delivered on or before Seller reasonably requested by the Closing Date Rating Agencies in connection with the transactions contemplated hereinissuance of the Certificates; and (h) Such further certificates, was at opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective times parties thereto; and (j) One or more comfort letters from the Accountants dated the date of such signing any free writing prospectus, Prospectus Supplement and deliveryMemorandum, respectively, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representativeaddressed to, and the signatures of such persons appearing on such documents in form and certificates are their genuine signatures; (d) An officer's certificate from an officer of the Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which substance acceptable to the Purchaser and the Underwriters may rely, to in the effect that with respect to case of the Seller, the Mortgage Loans, the related Mortgagors free writing prospectus and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions Purchaser and the Initial Purchasers in the case of the Prospectus SupplementMemorandum stating in effect that, as using the assumptions and methodology used by the Purchaser, all of the date of the Prospectus Supplementwhich shall be described in such letters, or as of the Closing Date, included or include any untrue statement of a material fact they have recalculated such numbers and percentages relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary set forth in order to make the statements therein relating to the Mortgage Loansany free writing prospectus, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first Memorandum, compared the results of their calculations to the corresponding items in any free writing prospectus, the Prospectus Supplement and second full paragraphs on page "iii" of the Memorandum, respectively, and found each such number and percentage set forth in any free writing prospectus, the Prospectus Supplement and the Memorandum, respectively, to be in agreement with the results of such calculations.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the SellerSellers; (b) A certificate of the each Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that: (i) the representations and warranties of the such Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the such Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Date; (c) An officer's certificate from an officer of the each Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the such Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officer's certificate from an officer of the each Seller (signed in his/her capacity as an officer), dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Underwriters Initial Purchaser may rely, to the effect that with respect to the such Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus Supplement, as of the date of the Prospectus Supplement, or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein relating to the Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include any untrue statement of a material fact relating to the Mortgage Loans or omitted or omit to state therein a material fact necessary in order to make the statements therein related to the Mortgage Loans, in the light of the circumstances under which they were made, not misleading. The "Specified Portions" of the Prospectus Supplement shall consist of Annex A thereto, the diskette which accompanies the Prospectus Supplement (insofar as such diskette is consistent with such Annex A) and the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: ): "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and Substitutions." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i1) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions Prospectus (as defined in the Underwriting Agreement, dated as of May 9, 1997 between the Prospectus Supplement Purchaser and ▇▇▇▇▇▇ Brothers Inc. (the "Underwriting Agreement")) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement (as defined in the Underwriting Agreement) or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the LBHI Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the LBHI Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions Memorandum (as defined in the Certificate Purchase Agreement, dated as of May 16, 1997, among the Memorandum Purchaser, ▇▇▇▇▇▇ Brothers Inc. and First Union Capital Markets Corp.) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the LBHI Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the LBHI Mortgage Loans, in the light of the circumstances under which they were made, not misleading. . (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist board of Annex A theretodirectors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies certificate of incorporation and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Secretary of State of the State of Delaware not earlier than sixty (60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller, in form and substance acceptable to the Purchaser and its counsel, with any modifications required by the rating agencies identified in the Prospectus Supplement (insofar as such diskette is consistent the "Rating Agencies"), dated the Closing Date and addressed to the Purchaser, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i1) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed Seller, in his/his or her capacity as an officer)individual capacity, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of Prospectus (as defined in the Prospectus Supplement Underwriting Agreement) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement (as defined in the Underwriting Agreement) or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the First Union Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the First Union Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of Memorandum (as defined in the Memorandum Certificate Purchase Agreement) and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the First Union Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the First Union Mortgage Loans, in the light of the circumstances under which they were made, not misleading. . (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist of Annex A theretorequisite loan committee authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies articles of association and by-laws of the Seller, and a certificate of good standing of the Seller issued by the Office of the Comptroller of the Currency of the United States not earlier than sixty (60) days prior to the Closing Date; (f) A written opinion of ▇▇▇▇ ▇. ▇▇▇▇▇▇, III, counsel for the Seller, in form and substance acceptable to the Purchaser and its counsel, with any modifications required by the rating agencies identified in the Prospectus Supplement (insofar as such diskette is consistent the "Rating Agencies"), dated the Closing Date and addressed to the Purchaser, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement duly executed by the Purchaser and the Seller; (b) A certificate Certificate of the Seller, executed by a duly authorized officer of the Seller and dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that: (i) the representations and warranties of the Seller in this Agreement are true and correct in all material respects at and as of the Closing Date with the same effect as if made on such date; and (ii) the Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part that are required under this Agreement to be performed or satisfied at or prior to the Closing Datedate hereof; (c) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser may rely, to the effect that each individual who, as an officer or representative of the Seller, signed this Agreement or any other document or certificate delivered on or before the Closing Date in connection with the transactions contemplated herein, was at the respective times of such signing and delivery, and is as of the Closing Date, duly elected or appointed, qualified and acting as such officer or representative, and the signatures of such persons appearing on such documents and certificates are their genuine signatures; (d) An officerOfficer's certificate Certificate from an officer of the Seller (signed in his/her capacity as an officer)Seller, dated the Closing Date, and upon which the Purchaser and the Underwriters may rely, to the effect that with respect to the Seller, the Mortgage Loans, the related Mortgagors and the related Mortgaged Properties (i) such officer has carefully examined the Specified Portions of the Prospectus Supplement and nothing has come to his attention that would lead him to believe that the Specified Portions of the Prospectus SupplementProspectus, as of the date of the Prospectus Supplement, Supplement or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the CMB Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein relating to the CMB Mortgage Loans, in light of the circumstances under which they were made, not misleading, and (ii) such officer has examined the Specified Portions of the Memorandum and nothing has come to his attention that would lead him to believe that the Specified Portions of the Memorandum, as of the date thereof or as of the Closing Date, included or include includes any untrue statement of a material fact relating to the CMB Mortgage Loans or omitted or omit omits to state therein a material fact necessary in order to make the statements therein related to the CMB Mortgage Loans, in the light of the circumstances under which they were made, not misleading. . (e) The "Specified Portions" resolutions of the Prospectus Supplement shall consist requisite committee of Annex A theretothe Seller's board of directors authorizing the Seller's entering into the transactions contemplated by this Agreement, the diskette which accompanies certificate of incorporation and by-laws of the Prospectus Supplement Seller, and a certificate of good standing of the Seller issued by the New York State Banking Department not earlier than sixty (insofar as such diskette is consistent 60) days prior to the Closing Date; (f) A written opinion of counsel for the Seller, reasonably satisfactory to the Purchaser, its counsel and the Rating Agencies, dated the Closing Date and addressed to the Purchaser, the Trustee, the Underwriters and each of the Rating Agencies, together with such Annex Aother written opinions as may be required by the Rating Agencies; and (g) Such further certificates, opinions and documents as the following sections of the Prospectus Supplement (exclusive of any statements in such sections that purport to summarize the servicing and administration provisions of the Pooling and Servicing Agreement: "Summary of the Prospectus Supplement-The Parties-The Mortgage Loan Sellers," "Summary of the Prospectus Supplement-The Mortgage Loans," "Risk Factors-The Mortgage Loans," and "Description of the Mortgage Pool-General," "-Mortgage Loan History," "-Certain Terms and Conditions of the Mortgage Loans," "-Assessments of Property Condition," "Co-Lender Loans," "-Additional Mortgage Loan Information," "-Twenty Largest Mortgage Loans," "-The Mortgage Loan Sellers," "-Underwriting Standards," and "-Representations and Warranties; Repurchases and SubstitutionsPurchaser may reasonably request." The "Specified Portions" of the Memorandum shall consist of the Specified Portions of the Prospectus Supplement and the first and second full paragraphs on page "iii" of the Memorandum.