Common use of Closing Documents Clause in Contracts

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) 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 and the Bill ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (hi) 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 and the Bill ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) 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 and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (hg) 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 and the Bill ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (hi) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The On the related Closing Documents Date, the Seller shall consist of deliver to the followingPurchaser's attorneys in escrow fully executed originals of: (a) This this Agreement and the Bill of Sale duly (to be executed and delivered by only for the Purchaser and the Mortgage Loan Sellerinitial Closing Date); (b) An officer’s certificate substantially in the form of Exhibit E heretorelated Purchase Price and Terms Agreement, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofin four (4) counterparts; (c) A certificate of good standing regarding with respect to the Mortgage Loan Sellerinitial Closing Date, the Custodial Agreement, dated not earlier than 30 days prior to as of the Closing initial Cut-off Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed with respect to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the initial Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change a Custodial Account Certification in the financial condition of form attached as Exhibit 4 hereto or a Custodial Account Letter Agreement in the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyform attached as Exhibit 5 hereto; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed with respect to the Purchaser and initial Closing Date, an Escrow Account Certification in the Principalsform attached as Exhibit 6 hereto or an Escrow Account Letter Agreement in the form attached as Exhibit 7 hereto; (f) Any other opinions the related Mortgage Loan Schedule, segregated by Mortgage Loan Package, one copy to be attached hereto, one copy to be attached to the Custodian's counterpart of counsel for the Custodial Agreement, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addresseesSchedule thereto; (ig) A certificate of with respect to the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwritinginitial Closing Date, origination and/or sale of the Mortgage Loansan Officer's Certificate, in the form and substance acceptable of Exhibit 10 hereto with respect to the Purchaser Seller, including all attachments thereto and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as with respect to subsequent Closing Dates, an Officer's Certificate upon request of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the ProspectusPurchaser; and (h) Such further certificateswith respect to the initial Closing Date, opinions an Opinion of Counsel of the Seller (who may be an employee of the Seller), in the form of Exhibit 11 hereto and documents with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; (i) with respect to the initial Closing Date, an Opinion of Counsel of the Custodian (who may be an employee of the Custodian), in the form of an exhibit to the Custodial Agreement, if required; (j) a Security Release Certification, in the form of Exhibit 12 or Exhibit 13, as applicable, hereto executed by any person, as requested by the Purchaser, if any of the Mortgage Loans have at any time been subject to any security interest, pledge or hypothecation for the benefit of such person; (k) a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any of the Mortgage Loans were acquired by the Seller by merger or acquired or originated by the Seller while conducting business under a name other than its present name, if applicable; (l) with respect to the initial Closing Date, the Underwriting Guidelines to be attached hereto as Exhibit 8 and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance; (m) Assignment and Conveyance Agreement in the form of Exhibit 14 hereto, including all exhibits thereto; (n) a Custodian's Certification, as required under the Custodial Agreement, in the form attached to the Custodial Agreement; and (o) a MERS Report reflecting the Purchaser may reasonably requestas Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the risk of loss of the closing documents until such time as they are received by the Purchaser or its attorneys.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate Officer's Certificate substantially in the form of Exhibit E C-1 hereto, executed by the Secretary or an attesting assistant secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan SellerSeller from the Secretary of State for the State of New York, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided substantially in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date form of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan SellerExhibit C-2 hereto, executed by an executive officer or authorized signatory of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf Seller and dated the Closing Date, and upon which the Purchaser and the Principals each Underwriter may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principalseach Underwriter; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals each Underwriter as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectusan addressee; and (hg) 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 and the Bill ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) 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 and the Bill ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed on Schedule D-1 to Exhibit D to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, substantially in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller set forth in Exhibit G hereto (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification Certification, dated as of the date of the Final Prospectus; and (hi) 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 and the Bill ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, substantially in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller set forth in Exhibit G hereto (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (hi) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: (a) 7.1 This Agreement and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller;each Seller Party. (b) An officer’s 7.2 A certificate substantially in the form of Exhibit E heretoeach Seller Party, executed by the Secretary or an attesting secretary a duly authorized officer of the Mortgage Loan Seller, such Seller Party and dated the Closing Date, and upon which the Purchaser Purchaser, its successors and assigns, and the Principals Underwriters and the Initial Purchasers may rely, attaching thereto to the effect that: (i) the representations and warranties of such Seller Party in this Agreement are true and correct in all material respects on and as exhibits of the Mortgage Loan SellerClosing 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) such Seller Party has complied with all agreements and satisfied all conditions on its part to be performed or satisfied on or prior to the Closing Date. 7.3 True, complete and correct copies of each Seller Party’s organizational documents limited liability company agreement and all amendments, revisions, restatements and supplements thereof;certificate of formation. (c) 7.4 A certificate of good standing regarding of each Seller Party from the Mortgage Loan Seller, Secretary of State of Delaware dated not earlier than 30 days prior to the Closing Date;. (d) 7.5 A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Secretary or Assistant Secretary of each Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing DateParty, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to dated the Closing Date, and upon which Purchaser, its successors and assigns, the Underwriters and the Initial Purchasers may rely, to the effect that each individual who, as an officer or representative of such 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 (iiiwhich, other than as to the opinion described in paragraph 7.6.6 below, may be in-house counsel) since to each Seller Party, dated the date 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 AgreementAgreement except any approvals as have been obtained. 7.6.4 Neither the execution, there will not have beendelivery or performance of this Agreement by such Seller Party, immediately prior 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 transfer 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 Mortgage Loans 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 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 Loan SellerLoans by Seller to Purchaser or a Seller Party’s execution and delivery of, executed by an executive officer of or performance under, this Agreement, in each case also addressed to the Mortgage Loan SellerPurchaser, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser Underwriters and the Principals may rely;Initial Purchasers. (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser7.8 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 Principals; 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” (for, if such Seller Party was not the originator with respect to any Mortgage Loan, the role of the related originator as an “Originator”) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser (each as defined in Regulation AB) in connection with the issuance of Certificates. 7.10 A letter from a nationally recognized certified public accounting firm in form reasonably acceptable to Purchaser, the CertificatesUnderwriters and the Initial Purchasers, each dated the date hereof, addressed to Purchaser, the Underwriters and the Initial Purchasers, to the effect that they have performed certain specified procedures as a result of which shall include they determined that certain information of an accounting, financial or statistical nature set forth in the Purchaser Free Writing Prospectus, the Preliminary Memorandum, the Final Memorandum, and the Principals as addressees;Prospectus Supplement agrees with the records of each Seller Party. (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) 7.11 Such further certificates, opinions and documents as the Purchaser may reasonably request. 7.12 An officer’s certificate of Purchaser, dated the Closing Date, with the resolutions of Purchaser authorizing the transactions described herein attached thereto, together with certified copies of the charter, by-laws and certificate of good standing of Purchaser dated not earlier than 30 days prior to the Closing Date. 7.13 Such other certificates of Purchaser’s officers or others and such other documents to evidence fulfillment of the conditions set forth in this Agreement as Seller or its counsel may reasonably request. 7.14 An executed ▇▇▇▇ of Sale.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate Officer's Certificate substantially in the form of Exhibit E C-1 hereto, executed by the Secretary or an attesting assistant secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan SellerSeller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided substantially in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date form of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan SellerExhibit C-2 hereto, executed by an executive officer or authorized signatory of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf Seller and dated the Closing Date, and upon which the Purchaser and the Principals each Underwriter may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser and Purchaser, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principalseach Underwriter; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals each Underwriter as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectusan addressee; and (hg) 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 and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan SellerSeller and BCHI; (b) An officer’s certificate from the Mortgage Loan Seller and BCHI, each substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan SellerSeller or BCHI, respectively, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s or BCHI’s respective organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding each of the Mortgage Loan SellerSeller and BCHI, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of each of the Mortgage Loan Seller and BCHI in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) each of the Mortgage Loan Seller and BCHI has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller or BCHI at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan SellerSeller or BCHI, executed by an executive officer of the Mortgage Loan SellerSeller and BCHI, on the Mortgage Loan Seller’s or BCHI’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan SellerSeller and BCHI, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and BCHI and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (f) Any other opinions of counsel for the Mortgage Loan Seller and BCHI reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) 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 and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate Officer's Certificate substantially in the form of Exhibit E D-1 hereto, executed by the Secretary or an attesting assistant secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan SellerSeller from the Secretary of State for the State of New York, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided substantially in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date form of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan SellerExhibit D-2 hereto, executed by an executive officer or authorized signatory of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf Seller and dated the Closing Date, and upon which the Purchaser and the Principals each Underwriter may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principalseach Underwriter; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals each Underwriter as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectusan addressee; and (hg) Such further certificates, opinions and documents as the Purchaser 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 and the Bill of Sale Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan 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 substantially in the form of Exhibit E hereto, Officer's Certificate executed by the Secretary or an attesting secretary authorized officer of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Purchaser Underwriters and the Principals BACM may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof;of the Seller; and (cd) A certificate Certificate of good standing regarding the Mortgage Loan SellerSeller from the Comptroller of the Currency, dated not earlier than 30 days prior to the Closing Date;; and (de) A certificate of the Seller, executed by an executive officer or authorized officer certifying signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely to the effect that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this the Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) hereof with the same effect as if made on the Closing Datedate hereof, and (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this the Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely;hereof; and (ef) Written opinions A written opinion of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing Date and addressed to the Purchaser Purchaser, the Underwriters, the Trustee, the Initial Purchasers and each Rating Agency any other opinions of counsel for the Principals;Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective parties thereto; and (j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memorandum, respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and 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 and the Bill ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed on Schedule D-1 to Exhibit D to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) 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 and the Bill ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (hi) Such further certificates, opinions and documents as the Purchaser 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 and the Bill of Sale Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan 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 substantially in the form of Exhibit E hereto, Officer's Certificate executed by the Secretary or an attesting secretary authorized officer of the Mortgage Loan Seller, in his or her individual capacity, and dated the Closing Date, and upon which the Purchaser Underwriters and the Principals BACM may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof;of the Seller; and (cd) A certificate Certificate of good standing regarding the Mortgage Loan SellerSeller from the Secretary of the State of Delaware, dated not earlier than 30 days prior to the Closing Date;; and (de) A certificate of the Seller, executed by an executive officer or authorized officer certifying signatory of the Seller and dated the Closing Date, and upon which the Purchaser, the Underwriters and the Initial Purchasers may rely to the effect that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this the Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) hereof with the same effect as if made on the Closing Datedate hereof, and (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this the Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely;hereof; and (ef) Written opinions A written opinion of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and Seller, subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and each as reasonably acceptable to counsel for the Purchaser, the Underwriters and the Initial Purchasers, dated the Closing Date and addressed to the Purchaser Purchaser, the Underwriters, the Trustee, the Initial Purchasers and each Rating Agency any other opinions of counsel for the Principals;Seller reasonably requested by the Rating Agencies in connection with the issuance of the Certificates; and (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) The Indemnification Agreement, duly executed by the respective parties thereto; and (j) One or more comfort letters from the Accountants dated the date of any preliminary Prospectus Supplement, Prospectus Supplement and Memorandum, respectively, and addressed to, and in form and substance acceptable to the Purchaser and the Underwriters in the case of the preliminary Prospectus Supplement and the Prospectus Supplement and to the Purchaser and the Initial Purchasers in the case of the Memorandum stating in effect that, using the assumptions and methodology used by the Purchaser, all of which shall be described in such letters, they have recalculated such numbers and percentages relating to the Mortgage Loans set forth in any preliminary Prospectus Supplement, the Prospectus Supplement and the Memorandum, compared the results of their calculations to the corresponding items in any preliminary Prospectus Supplement, the Prospectus Supplement and 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 and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (g) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) 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 and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate from the Mortgage Loan Seller substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, Seller and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) 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 and the Bill B▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Purchaser and the Principals may rely; (d) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Delaware, dated not earlier than 30 days prior to the Closing Date; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, substantially in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller set forth in Exhibit G hereto (a “Mortgage Loan Seller CEO Sub-Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Sub-Certification dated as of the date of the Final Prospectus; and (hi) 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 and the Bill ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (hi) 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 and the Bill ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination organization and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents (a) Seller shall consist of the followingexecute and deliver at Closing: (ai) This Agreement the Deeds; (ii) an affidavit stating, under penalty of perjury, Seller’s U.S. taxpayer identification number and that Seller is not a foreign person within the meaning of Section 1445 of the Internal Revenue Code; (iii) a closing statement for each of the TIC Interests (together, the “Closing Statements”) to be executed by Seller and Buyer, setting forth the prorations and adjustments to the Purchase Price as required hereunder; (iv) such evidence or documents as may be required by the title company (“Title Company”) or escrow agent assisting with the Closing (the “Escrow Agent”) evidencing the status and capacity of Seller and the Bill authorization of Sale duly the person executing and delivering documents on behalf of Seller to do so; (v) a title affidavit executed and delivered by the Purchaser appropriate Seller for each Property (each a “Title Affidavit”) in form reasonably required by the Title Company for purposes of insuring title, and addressing the Mortgage Loan actions/omissions of such Seller only, including, without limitation, that there are no construction liens or potential construction liens, that there are no parties in possession or having rights of possession other than those shown on a certified and updated rent roll to be attached thereto, and that nothing has occurred nor has Seller executed any instrument subsequent to the Effective Date hereof affecting title to such Property; (vi) a 1099 tax reporting form for each Seller; (bvii) An officer’s certificate substantially in the form of Exhibit E hereto, executed any other documents reasonably required by the Secretary Title Company or an attesting secretary of the Mortgage Loan Escrow Agent to close this transaction, in form and content mutually acceptable to Buyer and Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (cviii) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; an agreement(s) (deach a “TIC Agreement Termination”) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and terminating effective as of the Closing Date any Tenants in Common Agreement (or as each a “TIC Agreement”) of such other date specifically provided record title against any Property, to be duly recorded in the particular representation applicable recording office; (ix) a ▇▇▇▇ of sale and warrantyassignment of leases (including accounts receivable relating to the leases), service contracts and intangibles (each a “General Assignment”) for each Property assigning to Buyer all of Seller’s rights, as the owner of the TIC Interests in such Property, in (1) all furniture, furnishings, fixtures, equipment, tools and other tangible personalty owned or leased (to the extent Seller’s rights in such leases are assignable) by the Tenants in Common and used in connection with the operation of the Property; (2) all space leases of premises in the Property and any ground leases for the Property, together with all guaranties, letters of credit and security deposits with respect to such space leases or ground leases; (3) those certain management agreements (collectively, the “Management Agreements”) with the same effect as if made on Manager for the Property; (4) all service contracts for the maintenance and operation of the Property; and (5) all right, title and interest of Seller (to the extent assignable) in and to all intangible property used in connection with the foregoing, including, without limitation, all trademarks, trade names, and all licenses, permits and warranties in connection with the foregoing (to the extent assignable) and all bank accounts maintained by the Manager with respect to the Property. The General Assignment shall release Seller from any ongoing or future liability with respect to the items being assigned therein, and Buyer shall therein indemnify and hold Seller harmless from any future liability with respect to the items being so assigned; and (x) payment to Lender at Closing Dateof Seller’s Proportionate Share of the December 11 Outstanding Balance under each Existing Mortgage Loan. (b) At Closing, Buyer will execute (where applicable) and deliver: (i) The Purchase Price, plus those adjustment amounts referenced herein, plus deliver to the Lender of all additional amounts needed to satisfy Buyer’s obligations under Paragraph 3.2 above relating to repayment in full of the Existing Mortgage Loans at Closing; (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and Statements; (iii) since such evidence or documents as may be required by the date Title Company or Escrow Agent evidencing the status and capacity of this Agreement, there will not have been, immediately prior to Buyer and the transfer authorization of the Mortgage Loans pursuant person executing and delivering documents on behalf of Buyer to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relydo so; (eiv) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel any other documents reasonably required by the Title Company or a combination thereof) for the Mortgage Loan SellerEscrow Agent or Seller to close this transaction, in form reasonably and content mutually acceptable to counsel for the Purchaser Buyer and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the PrincipalsSeller; (fv) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addresseesTIC Agreement Terminations; (ivi) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible a title affidavit for the underwriting, origination and/or sale of the Mortgage Loanseach Property, in the form and substance acceptable similar to the Purchaser and Title Affidavits, signed by the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus▇▇▇▇▇▇▇ TICs, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectusif necessary; and (hvii) Such further certificates, opinions and documents as the Purchaser may reasonably requestGeneral Assignments.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the Bill of Sale Cross Receipt duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officerOfficer’s certificate Certificate substantially in the form of Exhibit E heretohereto (or in a form reasonably approved by Purchaser), executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Principals Initial Purchasers may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate signed by an authorized officer of the Mortgage Loan Seller substantially in the form of Exhibit F to the effect that each of the obligations of the Mortgage Loan Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement; (d) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (de) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties Powers of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition Attorney of the Mortgage Loan Seller, executed by an executive officer each in the form of Exhibit C hereto, for the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser Master Servicer and the Principals may relySpecial Servicer, respectively; (ef) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and reasonably acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser Purchaser, the Underwriters and the PrincipalsInitial Purchasers; (fg) A letter from counsel of the Mortgage Loan Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus, the Final Prospectus, the Preliminary Memorandum or the Memorandum (each as defined in the Indemnification Agreement), as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus or the Preliminary Memorandum, solely as of the time of sale) contained or contain, as applicable, with respect to the Mortgage Loan Seller Information (as defined in the Indemnification Agreement), any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Mortgage Loan Seller Information in the Final Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB; (h) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser Purchaser, the Underwriters and the Principals Initial Purchasers as addressees; (i) A certificate Certificates of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in each case, in the form and substance acceptable to set forth in Exhibit G hereto (with such modifications as the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) may agree), and dated as of the date respective dates of the Preliminary Prospectus, Prospectus and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (hj) 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 and the Bill ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) 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 and the Bill ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Purchaser and the Principals may rely; (d) A certificate of good standing from the Comptroller of the Currency regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, substantially in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller set forth in Exhibit G hereto (a “Mortgage Loan Seller CEO Sub-Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Sub-Certification dated as of the date of the Final Prospectus; and (hi) 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 and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate Officer's Certificate substantially in the form of Exhibit E D-1 hereto, executed by the Secretary or an attesting assistant secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals each Underwriter may rely, attaching thereto as exhibits the organizational documents of the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan SellerSeller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided substantially in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date form of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan SellerExhibit D-2 hereto, executed by an executive officer or authorized signatory of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf Seller and dated the Closing Date, and upon which the Purchaser and the Principals each Underwriter may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in a form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principalseach Underwriter; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser Rating Agencies in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals each Underwriter as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectusan addressee; and (hg) 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 and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E C hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (ig) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) 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 and the Bill B▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, and upon which the Purchaser and the Principals may rely; (d) A certificate of good standing regarding the Mortgage Loan Seller from the Secretary of State for the State of Maryland, dated not earlier than 30 days prior to the Closing Date; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) 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 and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan SellerSeller and BCHI; (b) An officer’s certificate from the Mortgage Loan Seller and BCHI, each substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan SellerSeller or BCHI, respectively, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s or BCHI’s respective organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding each of the Mortgage Loan SellerSeller and BCHI, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of each of the Mortgage Loan Seller and BCHI in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) each of the Mortgage Loan Seller and BCHI has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller and BCHI at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan SellerSeller or BCHI, executed by an executive officer of the Mortgage Loan SellerSeller and BCHI, on the Mortgage Loan Seller’s or BCHI’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan SellerSeller and BCHI, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and BCHI and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (f) Any other opinions of counsel for the Mortgage Loan Seller and BCHI reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents A At the time of Closing, the Contributor shall consist of deliver to Partnership the following: (a1) This Agreement A special warranty deed in the form provided for under the laws of the state where the Property is located pursuant to which Contributor shall warrant title only against anyone whomsoever is lawfully claiming the Property, by through or under Contributor, but not otherwise (the "Deed"). Such Deed shall convey the Property to Partnership subject to: (i) all zoning and building laws, ordinances, resolutions and regulations of all governmental authorities having jurisdiction which affect the Property and the Bill use and improvement thereof; (ii) all leases identified in the Rent Roll (hereinafter defined); (iii) ad valorem real estate taxes for the current year and subsequent years which are not yet due and payable; and (iv) easements, covenants, restrictions, agreements and/or reservations of record, so long as they do not interfere with the use of the Property as a rental apartment complex, if any, (v) private, public and utility easements and roads and highways, if any, and (vi) and any other exceptions not objected to or waived by Partnership under Section 9(b)(collectively, the "Permitted Exceptions"). (2) A ▇▇▇▇ of Sale duly executed and delivered by in the Purchaser and the Mortgage Loan Sellerform attached hereto as Exhibit C; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c3) A certificate of good standing regarding the Mortgage Loan Sellercurrent rent roll ("Rent Roll") certified, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of Closing, which shall include a correct list of all tenants, all rental obligations of each tenant with respect to the Preliminary ProspectusProperty and all security deposits along with a copy of all leases shown on the Rent Roll; (4) An Assignment of leases, security deposits and contracts in the form attached hereto as Exhibit D (the "Assignment") along with a copy of all contracts so assigned. In lieu of an assignment of the security deposits, the Contributor may provide Partnership with a credit at Closing for all security held by Contributor (including any accrued interest, if required by law or contract to be earned thereon) with respect to all leases encumbering the Property. (5) Reserved; A (6) Contributor's affidavit stating Contributor's federal taxpayer identification number and certifying that Contributor is not a foreign person, corporation, partnership, trust or estate as defined in the Internal Revenue Code and Regulations thereunder pursuant to the Foreign Investment in Real Property Tax Act of 1980. (7) Copies of the personnel files of all employees employed at the Property and remaining in the employment of the Partnership after the Closing. (8) An executed original of the Registration Rights Agreement in the form attached hereto as Exhibit E. (9) An executed original of the Stock Put Agreement in the form attached hereto as Exhibit F (the "Stock Put Agreement"). (10) An executed original of an assignment, assumption and termination of Management Agreement assigning Contributor's interest as owner under the Management Agreement. (11) Any additional funds, documents and or instruments as may be necessary for the proper performance by the Contributor of its obligations contemplated by this Agreement. B At the time of Closing, Partnership shall deliver to Contributor the following: (1) The Assignment; (2) Evidence of organization, existence and authority of Partnership and HME and the authority of each person executing documents on behalf of each, reasonably satisfactory to Contributor; (3) An opinion of a nationally recognized law firm acting as counsel for Partnership and HME reasonably acceptable in form and content to the Contributor to the effect that (1) HME has been organized in conformity with the requirements for qualification as a real estate investment trust under the Code and currently qualifies to be taxed as such, and (ii2) Partnership is classified as a Mortgage Loan Seller CEO Certification dated partnership and not as an association (or publicly traded partnership) taxable as a corporation for federal income tax purposes; (4) Such cash as may be required of Partnership to pay closing costs or charges properly allocable to Partnership; (5) An Amendment to the Partnership's Partnership Agreement in the form necessary to admit Contributor, Designees, Tower and their respective designees as limited partners of the date Partnership and evidencing the issuance of the ProspectusUnits required pursuant to this Agreement; (6) An executed original of the Registration Rights Agreement in the form attached hereto as Exhibit E; (7) An executed original of the Stock Put Agreement in the form attached hereto as Exhibit F; and (h8) Any additional funds, documents and or instruments as may be necessary for the proper performance by Partnership of its obligations contemplated by this Agreement. (9) Such further certificatesAn executed original of an assignment, opinions assumption and documents termination of the Management Agreement assuming Contributor's interest as owner under the Purchaser may reasonably requestManagement Agreement and terminating the Management Agreement.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the Bill ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination organization and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) 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 and the Bill ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate from the Mortgage Loan Seller and BSPRT, each substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan SellerSeller or BSPRT, respectively, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s or BSPRT’s respective organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan SellerSeller and BSPRT, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and BSPRT and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller and BSPRT reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (hi) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents BUYER and SELLER shall consist prepare the documents necessary for closing and instruments evidencing the terms and conditions of this transaction, including the B▇▇▇ of Sale and Assignment and Assumption Agreement, the Deed, duly executed owner’s affidavit or similar affidavit by SELLER in form satisfactory to obtain the Title Policy, without exception for mechanic’s, materialman’s or other statutory Encumbrances, duly executed certificate and affidavit of non-foreign status by SELLER, a closing statement setting forth in reasonable detail the financial transactions contemplated by this Agreement, including, without limitation, the purchase price, all prorations, and the allocation of costs specified herein duly executed by SELLER and BUYER, a copy of the following: (a) This resolutions or other similar actions of SELLER and BUYER, certified as being correct and complete and then in full force and effect, authorizing and approving the execution, delivery and performance of this Agreement and the Bill of Sale duly executed and delivered by the Purchaser other transaction documents, and the Mortgage Loan Seller; (b) An officer’s certificate substantially in consummation of the form transactions provided for hereby and thereby, certificates of Exhibit E hereto, executed existence and good standing of SELLER and BUYER issued by the Secretary or an attesting secretary of State for the Mortgage Loan Sellerstate in which such entity is organized, and such certificate (if available) to be dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; a date not more than ten (c10) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 business days prior to the Closing Date; date, and such other documents and instruments as are reasonably required in closing similar transactions or as may be expressly required under this Agreement, including documents, instruments and affidavits reasonably required by Title Company and certificates of title (dduly endorsed). SELLER shall provide for recording of releases of any Monetary Encumbrances, which recording fees (if any) A certificate executed shall be paid by the SELLER. BUYER shall have received confirmation that the Title Company will issue the Title Policy insuring good and marketable fee simple title in BUYER in an authorized officer certifying amount equal to the purchase price, free of all Encumbrances other than Permitted Exceptions. The Title Commitment shall have been updated and re-addressed as described herein. The Title Policy shall include such endorsements as BUYER may require, including, but not limited to, a comprehensive endorsement, a zoning endorsement insuring that the use of the Premises complies with applicable zoning laws, and a utilities facility endorsement, and shall insure BUYER against any loss on account of any defect or Encumbrance on title, except Permitted Exceptions. SELLER shall pay (i) except as previously disclosed to the Purchaser in writing, the representations and warranties cost of the Mortgage Loan Seller in or made pursuant to Section 4(a) owner’s Title Policy, including the basic premium for the Title Policy and Section 4(b) of this Agreement are true any search and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Dateexam fees, (ii) any and all sales tax, documentary, stamp tax and transfer taxes, (iii) the Mortgage Loan Seller hascosts of any UCC searches, (iv) any recording fees in all material respectsconnection with the removal of Monetary Encumbrances, complied with all (v) the agreements costs of preparing the Survey and satisfied all (vi) fifty percent (50%) of any escrow or closing charges of the conditions on its part required under this Agreement to be performed or satisfied by Title Company. BUYER shall pay (i) the Mortgage Loan Seller at or prior cost of any endorsements to the Closing DateTitle Policy, (ii) any Deed recording fees and the cost for any loan policies, and (iii) since the date fifty percent (50%) of this Agreement, there will not have been, immediately prior to the transfer any escrow or closing charges of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably requestTitle Company.

Closing Documents. The At Closing, Seller shall cause to be conveyed to Purchaser, by a general warranty deed, good and marketable, insurable fee simple title to the Property, free and clear of all defects, claims, liens and encumbrances except the Permitted Exceptions. For purposes hereof, "Permitted Exceptions" shall include (i) current city, county and state ad valorem taxes not yet due and payable (which shall be prorated to Closing Documents Date); (ii) any easements, covenants or restrictions of record which apply to the Property as of the Effective Date hereof and have been approved by Purchaser as aforesaid. At Closing, Seller shall consist of also execute and deliver to Purchaser the following: (a) This Agreement An affidavit reasonably satisfactory to the Title Company issuing the Title Policy, in order to delete from the Title Policy to be issued the standard printed exceptions relating to mechanics' liens and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Sellerparties in possession; (b) An officer’s certificate substantially affidavit reflecting whether Seller is a foreign or non-foreign person in accordance with the form of Exhibit E hereto, executed by the Secretary or an attesting secretary provisions of the Mortgage Loan Seller, Internal Revenue Code and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofInternal Revenue Service Regulations; (c) A certificate Proof of good standing regarding cancellation of all agreements affecting the Mortgage Loan Seller, dated not earlier than 30 days prior to Property which would extend beyond the Closing DateDate which are not expressly assumed by the Purchaser; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties An affidavit reflecting whether Seller is a resident of South Carolina for purposes of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relySouth Carolina real estate sales withholding laws; (e) Written opinions Such documents of counsel (Seller which may include opinions authorize the sale of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable Property to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals;execution of all closing documents by Seller as are reasonably required by the title insurance company issuing the title insurance policy on the Property to Purchase. (f) Any other opinions The original Service Agreements approved and assumed by Purchaser. or if an original is lost or stolen, a certified true copy thereof; (g) An Assignment of counsel the existing permits, approvals, licenses, etc. for the Mortgage Loan Property; (h) A Certificate from the Seller reasonably requested by any nationally recognized statistical rating organization engaged by certifying that the Purchaser Seller's representations and warranties set forth in connection with the issuance Section 8 herein are true and correct as of the Certificates, each of which shall include the Purchaser and the Principals as addresseesClosing; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, Proration Agreement as described in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller Paragraph 14 herein; (a “Mortgage Loan Seller CEO Certification”j) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the ProspectusClosing Statement; and (hk) Such further certificatesother instruments as are necessary or reasonable to consummate the transactions contemplated by this Agreement, opinions and including such documents as are necessary to cause the Title Company to issue the Title Policy on the Property to the Purchaser may reasonably requestfor no less than the Purchase Price.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the Bill ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed on Schedule D-1 to Exhibit D to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) 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 and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan SellerSeller and BCHI; (b) An officer’s certificate from the Mortgage Loan Seller and BCHI, each substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan SellerSeller or BCHI, respectively, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s or BCHI’s respective organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding each of the Mortgage Loan SellerSeller and BCHI, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of each of the Mortgage Loan Seller and BCHI in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) each of the Mortgage Loan Seller and BCHI has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller and BCHI at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan SellerSeller or BCHI, executed by an executive officer of the Mortgage Loan SellerSeller and BCHI, on the Mortgage Loan Seller’s or BCHI’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan SellerSeller and BCHI, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and BCHI and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (f) Any other opinions of counsel for the Mortgage Loan Seller and BCHI reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (g) (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) 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 and the Bill ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed on Schedule D-1 to Exhibit D to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, substantially in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller set forth in Exhibit G hereto (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (hi) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents (a) At the Closing, Seller shall consist of execute and/or deliver the followingfollowing documents all in form and content acceptable to Purchaser: (ai) This Agreement A Special Warranty Deed (in the form attached as Exhibit B) free and clear of all mortgages, liens and encumbrances and subject only to the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan SellerPermitted Exceptions; (bii) An officer’s certificate substantially in the form ▇▇▇▇ of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and Sale for all amendments, revisions, restatements and supplements thereofPersonal Property; (ciii) A certificate An assignment of good standing regarding the Mortgage Loan Seller's right, dated not earlier than 30 days prior title and interest in and to the Closing Dateall Appurtenances, Licenses and Permits, those Leases and Contracts which Purchaser has elected to assume, Intangible Property, Records, Plans and Warranties; (div) A certificate executed An Affidavit reciting that there are no contractor's liens against the Land and that, within the past ninety (90) days, there have been no improvements, alterations or repairs for which the costs thereof remain unpaid, with the exception of anything caused by an authorized officer certifying that (i) Purchaser, that, except as previously disclosed to the Purchaser in writingPurchaser, the representations Land is free and warranties clear of the Mortgage Loan Seller in or made pursuant to Section 4(a) all liens, taxes, encumbrances and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) claims whatsoever, with the same effect as if made on exception of real estate taxes for the Closing Date, (ii) the Mortgage Loan Seller has, year of closing; that there are no parties in all material respects, complied possession or with all the agreements a right or claim to possession; and satisfied all the conditions on its part required under this Agreement to be performed that affiant has received no notice of any violations of County or satisfied by the Mortgage Loan Seller at or prior municipal ordinances pertaining to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyProperty; (ev) Written opinions A Standard FIRPTA affidavit acknowledging that Seller is not a "foreign person" as defined and set forth in Section 1445 of counsel the Internal Revenue Code (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Selleror, in form reasonably acceptable the event Seller is a "foreign person", providing Purchaser with sufficient information for Purchaser to counsel for comply with the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principalswithholding requirements thereof); (fvi) Any other opinions An affidavit of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged real property value as required by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addresseesArizona Revised Statutes; (ivii) A certificate Appropriate certificates or resolutions of authority confirming the authority of the senior executive officer of individual(s) executing the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectusclosing documents; and (hviii) Such other and further certificates, opinions and documents as may be reasonably appropriate to consummate the transaction in accordance with the provisions of this Agreement. (b) At the Closing, Purchaser shall pay Seller the Purchase Price and execute and/or deliver such documents as may be reasonably requestappropriate to consummate the transaction in accordance with the provisions of this Agreement.

Closing Documents. The Closing Documents At the closing Sellers shall consist of the followingexecute and deliver to Purchaser: (a) This Agreement certified copies of resolutions duly adopted by the Board of Directors and Shareholder of Seller authorizing the sale of the Assets and the Bill performance by Seller of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller;its obligations hereunder (b) An officer’s certificate substantially an opinion of Seller's counsel, G▇▇▇▇▇▇▇▇ & M▇▇▇▇▇▇▇ of 1▇ ▇▇▇▇▇▇▇ Avenue, Rockville Center, NY 11570 dated as of the closing date, in form and substance satisfactory to Purchaser's counsel, stating such counsel's opinion that: (i) Corporation is duly organized, validly existing and in good standing under the form laws of Exhibit E heretoNew York; (ii) Seller has full power and authority, executed corporate and otherwise, to enter into this agreement and perform its obligations hereunder; (iii) the execution and delivery of this agreement and the performance by Seller of its obligations hereunder have been duly authorized by the Secretary Board of Directors and Shareholder of Seller and no further action or an attesting secretary approval is required in order to constitute this agreement as the binding obligation of Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights generally; (iv) the execution and delivery of this agreement and the performance by Seller of its obligations hereunder do not and will not violate any provision of the Mortgage Loan Certificate of Incorporation or Bylaws of Seller; and (v) except as may be set forth in this agreement, and dated such counsel is not representing Seller in any suit, action or proceeding against them which, if adversely determined, would prohibit the Closing Dateconsummation of the transactions contemplated by this agreement, and upon nor is counsel aware of any other suits, actions or proceedings which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof;would affect this transaction. (c) A certificate the Certificate of good standing regarding Incorporation, Bylaws, filing receipt and other organizational documents of Seller; any bills, vouchers, and records showing the Mortgage Loan ownership of the Assets used in the operations of Seller; and all other books of account, dated not earlier than 30 days prior records and contracts of Seller; appropriate documentation evidencing the Management Companies' relationship with Seller and the Assets, including such documentation as is required to the Closing Date;transfer Seller's interest in such Assets, (d) A certificate executed by an authorized officer certifying that Restrictive Covenant as enumerated in Article Nine (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely;9), (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Statement executed by Seller, in form reasonably acceptable to counsel for the releasing and indemnifying Purchaser from any and subject to such reasonable assumptions all obligations and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaserliabilities of Seller, dated the Closing Date and addressed to the Purchaser and the Principals;other than those specifically assumed herein, (f) Any such other opinions of counsel instruments and information in form and substance satisfactory to Purchaser's attorneys as may be necessary or proper to transfer to Purchaser good and marketable title to all other ownership interests in the Assets to be transferred under this agreement. At the closing Seller shall deliver to Purchaser all keys for the Mortgage Loan businesses. If any keys for the businesses or Assets are held by employees or others, Seller shall identify such individuals, their addresses and their relationship to the Seller. Seller shall do all further acts and things as may be necessary, or reasonably requested by Purchaser, to consummate the transactions contemplated by this agreement, including the acquisition of and possession of the Assets. Seller shall advise Purchaser of, and cause to be delivered to Purchaser, all applicable trade secrets and proprietary information pertaining to the Assets of the businesses. Except as expressly provided herein, Purchaser shall not be obligated to pay or perform any nationally recognized statistical rating organization engaged by the Purchaser obligations or liabilities of or Seller including without limitation, obligations or liabilities of Seller to its creditors or any legal, accounting, brokerage or finder's fees or any taxes or other expenses in connection with this agreement or the issuance consummation of the Certificatestransactions contemplated hereby. Purchaser shall execute and deliver to Seller: Reciprocal documentation and Counsel opinion, each of which shall include the Purchaser and the Principals as addressees; noted in sub paragraphs (ia), (b), (c) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably requestabove.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the Bill B▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (hi) 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 and the Bill ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed on Schedule D-1 to Exhibit D to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, substantially in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller set forth in Exhibit G hereto (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (hi) 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 and the Bill ▇▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer, the General Special Servicer and the Equus Industrial Portfolio Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (h) Such further certificates, opinions and documents as the Purchaser may reasonably request; and (i) (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. (a) The closing documents for the Loan to be purchased on the Closing Documents Date shall consist of fully executed originals (unless otherwise indicated) of the following:following documents (the “Closing Documents”): (ai) This Agreement the Note and all intervening allonges and assignments necessary to evidence a complete chain of title to the Bill Note; (ii) an Allonge in the form attached as Exhibit A for the Note; (iii) an Assignment of Sale duly executed Note and delivered by Ancillary Security Documents in the Purchaser and form attached as Exhibit B for the Mortgage Loan; and (iv) the Loan Seller;Documents. (b) An officer’s certificate substantially in the form of Exhibit E heretoThe parties hereto agree that each shall, executed by the Secretary or an attesting secretary of the Mortgage Loan Sellerat its own expense, at any time and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior from time to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated time after the Closing Date, upon which the Purchaser other’s request, do, execute, acknowledge, and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser deliver all such further acts and subject to such reasonable assumptions and qualifications assignments as may be reasonably requested to carry out the purchase and sale of the Loan and assignment of rights and obligations thereunder as contemplated by counsel for this Agreement. Seller agrees and consents to the Mortgage Loan Purchaser filing, on Seller’s behalf, appropriate documentation, including any UCC-3 filings, to properly amend or assign all outstanding UCC financing statements related to the Loan. (c) Seller hereby covenants and acceptable agrees, and Purchaser hereby authorizes and directs Seller, at any time and from time to counsel for time after the PurchaserClosing Date, dated to (i) release any dominion and/or control it has noticed under the terms of either of the Control Agreements prior to the Closing Date and addressed (ii) prior to such release becoming effective under such Control Agreements, provide prompt instructions to Bank (as defined in the applicable Control Agreement) concerning the Account (as defined in the applicable Control Agreement) in accordance with written instructions provided by Purchaser and the Principals;to Seller, which written instructions may be delivered by email pursuant to Section 5.04 of this Agreement. (fd) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance hereby covenants and agrees that if an original copy of the CertificatesNote should ever come into the Seller’s possession, each of which shall include custody or power, the Purchaser Seller will promptly, and the Principals as addressees; (i) A certificate without consideration, deliver such original copy of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwritingNote to Purchaser, origination and/or sale of the Mortgage Loans, together with an Allonge in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated attached as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably requestExhibit A for such Note.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E C hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (ig) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus[RESERVED]; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Lender shall consist have received each of the followingfollowing documents, all of which shall be satisfactory in form and substance to the Lender and its counsel: (a1) This Agreement and the Bill of Sale this Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan SellerBorrowers; (b2) An officer’s the Notes, dated the Effective Date and duly executed and delivered by the Borrowers; (3) certified copies of the articles of incorporation and by-laws of each Borrower as in effect on the Effective Date; (4) certified copies of all corporate action, including stockholder approval, if necessary, taken by each Borrower to authorize the execution, delivery and performance of this Agreement and the other Loan Documents and the borrowings under this Agreement; (5) certificates of incumbency and specimen signatures with respect to each of the officers of each Borrower who is authorized to execute and deliver this Agreement or any other Loan Document on behalf of such Borrower or any document, certificate substantially or instrument to be delivered in connection with this Agreement or the other Loan Documents and to request borrowings under this Agreement; (6) a certificate evidencing the good standing of each Borrower in the form jurisdiction of Exhibit E hereto, its incorporation and in each other jurisdiction in which it is qualified as a foreign corporation to transact business; (7) the Financing Statements duly executed and delivered by the Secretary respective Borrowers, and evidence satisfactory to the Lender that the Financing Statements have 78369 33 been filed in each jurisdiction where such filing may be necessary or an attesting secretary appropriate to perfect the Security Interest prior to any other interest other than Permitted Liens; (8) all landlord's waiver and consent agreements duly executed on behalf of each landlord of real property (other than that in Las Vegas, Nevada) on which any Collateral is located that can be obtained by Borrowers through the exercise of their reasonable best efforts and sublandlord's waiver and consent agreements duly executed on behalf of WorldCom for each sublease between a Borrower and WorldCom; (9) Schedule of Receivables from and for each of the Mortgage Borrowers each prepared as of a recent date not earlier than June 30, 1997; (10) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of Section 7.09(b); (11) a Borrowing Base Certificate prepared as of the Effective Date duly executed and delivered by the Chairman or President of ILD; (12) a letter from ILD, on behalf of the Borrowers, to the Lender requesting the Initial Loan Seller, and dated specifying the Closing Date, method of disbursement; (13) copies of all the financial statements referred to in Section 5.01(m) and upon which meeting the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements requirements thereof; (c14) A certificate a balance sheet of good standing regarding the Mortgage Loan SellerBorrowers, dated not earlier than 30 days prior on a consolidated and consolidating basis, as at June 30, 1997, prepared by the Borrowers on a pro forma basis, giving effect to the Closing Datetransactions contemplated by this Agreement and setting forth the assumptions on which such balance sheet was prepared; forecasted consolidated financial statements consisting of balance sheets, cash flow statements and income statements of the Borrowers, giving effect to the transactions contemplated by this Agreement and reflecting projected borrowings hereunder and setting forth the assumptions on which such forecasted financial statements were prepared, covering the three-year period commencing on January 1, 1998, and prepared on a quarterly basis for the first 12 months and on an annual basis for each year thereafter; and such other evidence as the Lender shall require supporting the representation and warranty of the Borrowers set forth in Section 5.01(r); (d15) A a certificate executed by an authorized officer certifying that (i) except as previously disclosed of the President of each Borrower stating that, to the Purchaser in writingbest of his knowledge and based on an examination sufficient to enable him to make an informed statement, (a) all of the representations and warranties of the Mortgage Loan Seller in made or deemed to be made pursuant to Section 4(a) and Section 4(b) of under this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Effective Date, (ii) both with and without giving effect to the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement Loans to be performed or satisfied by made at such time and the Mortgage Loan Seller at or prior to application of the Closing Dateproceeds thereof, and (iiib) since the date no Default or Event of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyDefault exists; (e16) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Selleran executed Sirrom Subordination Agreement, in form reasonably acceptable and substance satisfactory to counsel for Lender, in its sole discretion, pursuant to which Sirrom Capital Corporation and ▇▇▇▇▇ River Ventures Limited Partnership subordinate the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed Sirrom Subordinated Indebtedness to the Purchaser and the PrincipalsSecured Obligations; (f17) Any other opinions the balance sheet delivered to Lender pursuant to Section 4.01(a)(14) shall reflect (i) not less than $2,100,000 of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each shareholders' equity ($500,000 of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectusbe contributed by WorldCom), and (ii) not less than $2,000,000 in cash, held by ILD; (18) a Mortgage Loan Seller CEO Certification dated signed opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Borrowers, and such local counsel as the Lender shall deem necessary or desirable, opining as to such matters in connection with this Agreement as the Lender or its counsel may reasonably request; (19) within twenty (20) days after the Effective Date, an executed original of a Letter Agreement from First Union National Bank of North Carolina, in form and substance satisfactory to Lender, wherein First Union agrees to discontinue sweeping of the date account into which all LEC Payments are received on behalf of WorldCom and agrees that beginning October 1, 1997 all monies received into such account shall be swept into an account with Lender; (20) evidence satisfactory to Lender that a notice has been sent to each LEC instructing each LEC that, beginning no later than November 1, 1997, all LEC Payments will be directed to that Borrowers' account with Lender; (21) executed subordination agreements, in form and substance satisfactory to Lender in its sole discretion, pursuant to which each of Intellicall, Inc., Triad-ILD Partners, L.P. and ▇▇▇▇▇▇ Telecommunications, LLC subordinate any and all Indebtedness owed by ILD to each of them to the Secured Obligations; (22) no later than thirty (30) days after the Effective Date, forecasted financial statements for the fiscal year 2000, prepared by the Borrowers, consisting of balance sheets, cash flow statements and income statements of the Prospectus; andBorrowers, reflecting projected borrowings hereunder and setting forth the assumptions upon which such forecasted financial statements were prepared; (h23) Such further certificatesno later than thirty (30) days after the Effective Date, opinions a landlord's waiver for the leased premises located in Las Vegas, Nevada; (24) no later than thirty (30) days following the Effective Date, ILD shall have entered into a customer service agreement, in form and substance satisfactory to Lender, with WorldCom; and 78369 35 (25) copies of each of the other Loan Documents duly executed by the parties thereto with evidence satisfactory to the Lender and its counsel of the due authorization, binding effect and enforceability of each such Loan Document on each such party and such other documents and instruments as the Purchaser Lender may reasonably request.

Closing Documents. The Closing Documents shall consist of the following: On or prior to fourteen (a14) This Agreement and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the calendar days after each Closing Date, the Company agrees to deliver, or cause to be delivered, to each Buyer and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties S▇▇▇▇▇▇▇ & Worcester LLP a complete closing set of the Mortgage Loan Seller in or made executed Transaction Documents, Securities and any other document required to be delivered to any party pursuant to Section 4(a7 hereof or otherwise. Shareholder Approval. If required by the applicable rules of the Principal Market, the Company shall provide each shareholder entitled to vote at a meeting of shareholders of the Company (the “Shareholder Meeting”), which shall be promptly called and held not later than ninety (90) and Section 4(b) of this Agreement are true and correct in all material respects at and as of calendar days after the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date“Shareholder Meeting Deadline”), (ii) the Mortgage Loan Seller hasa proxy statement, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Sellereach case, in a form reasonably acceptable to counsel the Lead Buyer and S▇▇▇▇▇▇▇ & Worcester LLP, at the expense of the Company, with the Company obligated to reimburse the expenses of S▇▇▇▇▇▇▇ & Worcester LLP incurred in connection therewith. The proxy statement, if any, shall solicit each of the Company’s shareholders’ affirmative vote at the Shareholder Meeting for approval of resolutions (“Shareholder Resolutions”) providing for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (f) Any other opinions approval of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of all of the CertificatesSecurities in compliance with the rules and regulations of the Principal Market (such affirmative approval being referred to herein as the “Shareholder Approval”, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate date such Shareholder Approval is obtained, the “Shareholder Approval Date”), and the Company shall use its reasonable best efforts to solicit its shareholders’ approval of such resolution and to cause the board of directors of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable Company to recommend to the Purchaser shareholder that they approve such resolutions. The Company shall be obligated to seek to obtain the Shareholder Approval by the Shareholder Meeting Deadline. If, despite the Company’s reasonable best efforts the Shareholder Approval is not obtained by such Shareholder Approval Date, the Company shall adjourn and reconvene the Mortgage Loan Seller Shareholder Meeting at least as often as every thirty (a “Mortgage Loan Seller CEO Certification”30) calendar days thereafter until such Shareholder Approval is obtained, but in no event later than the three hundred and dated as of sixty-fifth (365th) calendar day after the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably requestClosing Date.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the Bill of Sale Cross Receipt duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officerOfficer’s certificate Certificate substantially in the form of Exhibit E heretohereto (or in a form reasonably approved by Purchaser), executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser Purchaser, the Underwriters and the Principals Initial Purchasers may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate signed by an authorized officer of the Mortgage Loan Seller substantially in the form of Exhibit F to the effect that each of the obligations of the Mortgage Loan Seller required to be performed by it at or prior to the Closing Date pursuant to the terms of this Agreement shall have been duly performed and complied with and all of the representations and warranties of the Mortgage Loan Seller under this Agreement shall be true and correct in all material respects as of the Closing Date, and no event shall have occurred as of the Closing Date which, with notice or passage of time, would constitute a default under this Agreement; (d) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (de) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties Powers of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition Attorney of the Mortgage Loan Seller, executed by an executive officer each in the form of Exhibit C hereto, for the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser Master Servicer and the Principals may relySpecial Servicer, respectively; (ef) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and reasonably acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser Purchaser, the Underwriters and the PrincipalsInitial Purchasers; (fg) A letter from counsel of the Mortgage Loan Seller substantially to the effect that (a) nothing has come to such counsel’s attention that would lead such counsel to believe that the agreed upon sections of the Preliminary Prospectus, the Final Prospectus, the Preliminary Memorandum, the Memorandum, the Preliminary Loan-Specific Memorandum or the Loan-Specific Memorandum (each as defined in the Indemnification Agreement), as of the date thereof or as of the Closing Date (or, in the case of the Preliminary Prospectus, the Preliminary Memorandum or the Preliminary Loan-Specific Memorandum, solely as of the time of sale) contained or contain, as applicable, with respect to the Mortgage Loan Seller Information (as defined in the Indemnification Agreement), any untrue statement of a material fact or omitted or omit to state a material fact necessary in order to make the statements therein relating to the Mortgage Loan Seller Information, in the light of the circumstances under which they were made, not misleading and (b) the Mortgage Loan Seller Information in the Final Prospectus appears to be appropriately responsive in all material respects to the applicable requirements of Regulation AB; (h) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser Purchaser, the Underwriters and the Principals Initial Purchasers as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (hi) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents Lender shall consist have received each of the followingfollowing documents, all of which shall be satisfactory in form and substance to the Lender and its counsel: (a1) This Agreement and the Bill of Sale this Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan SellerBorrower; (2) the Note, dated the Effective Date and duly executed and delivered by the Borrower; (3) certified copies of the articles of incorporation and bylaws of the Borrower as in effect on the Effective Date; (4) certified copies of all corporate action, including stockholder approval, if necessary, taken by the Borrower to authorize the execution, delivery and performance of this Agreement and the other Loan Documents and the borrowings under this Agreement; (5) certificates of incumbency and specimen signatures with respect to each of the officers of the Borrower who is authorized to execute and deliver this Agreement or any other Loan Document on behalf of the Borrower or any document, certificate or instrument to be delivered in connection with this Agreement or the other Loan Documents and to request borrowings under this Agreement; (6) a certificate evidencing the good standing of the Borrower in the jurisdiction of its incorporation and in each other jurisdiction in which it is qualified as a foreign corporation to transact business; (7) the Financing Statements duly executed and delivered by the Borrower; (8) landlord's waiver and consent agreements duly executed on behalf of each landlord of real property on which any Collateral is located; (9) a Schedule of Inventory, a Schedule of Receivables and a Schedule of Equipment, each prepared as of a recent date; (10) certificates of title with each item of Equipment subject to a certificate of title statute, including in each case a notation of the Lender's first priority Lien; (11) the Lease Agreement, containing terms and conditions satisfactory to the Lender; (12) the Mortgages, each duly executed and delivered by the Borrower; (13) With respect to the Nashville Meat Processing Plant, an ALTA mortgagee's Policy of Title Insurance (or binder to issue such a policy) in favor of the Lender in a dollar amount acceptable to the Lender and issued by a title insurance company acceptable to the Lender, showing the fee simple title to the land as being vested in the Parent and a leasehold estate in the land and fee simple title to the improvements thereon as being vested in the Borrower, and insuring that the Lien granted by such Mortgage is a valid lien against said real property, subject only to such exceptions, restrictions, encumbrances, easements and reservations as are acceptable to the Lender and stating that the Lease Agreement is a subordinate item to the Mortgage; (14) With respect to each parcel of Mortgaged Real Estate other than the Nashville Meat Processing Plant, an ALTA mortgagee's Policy of Title Insurance (or binder to issue such a policy) in favor of the Lender, or, if acceptable to the Lender, each in a dollar amount acceptable to the Lender and each issued by a title insurance company acceptable to the Lender, showing the fee simple title to such Mortgaged Real Estate and improvements described in each applicable Mortgage as vested in Borrower, and insuring that the Lien granted by each Mortgage is a valid lien against said real property, subject only to such exceptions, restrictions, encumbrances, easements and reservations as are acceptable to the Lender (15) the Environmental Indemnity Agreements, dated the Effective Date and duly executed and delivered by the Borrower; (16) such materials and information concerning the Mortgaged Real Estate as the Lender may require, including, without limitation, (a) surveys in form and substance satisfactory the Lender, (b) An officer’s certificate substantially in zoning letters as to the form zoning status of Exhibit E heretoall of the Mortgaged Real Estate, and (c) owner's affidavits as to such matters relating to the Mortgaged Real Estate as the Lender may request; (17) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of Section 7.9(b); (18) such Agency Account Agreements as shall be required by the Lender duly executed by the Secretary or an attesting secretary applicable Clearing Bank and the Borrower; (19) a Borrowing Base Certificate prepared as of the Mortgage Effective Date duly executed and delivered by the chief financial officer of the Borrower; (20) a letter from the Borrower to the Lender requesting the Initial Loan Seller, and dated specifying the Closing Date, method of disbursement; (21) copies of all the financial statements referred to in Section 5.1(m) and upon which meeting the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements requirements thereof; (c22) A certificate a balance sheet of good standing regarding the Mortgage Loan SellerBorrower as at May 14, dated not earlier than 30 days prior 2000, prepared by the Borrower on a pro forma basis, giving effect to the Closing Datetransactions contemplated by this Agreement and setting forth the assumptions on which such balance sheet was prepared; forecasted consolidated financial statements consisting of balance sheets, cash flow statements and income statements of the Borrower, giving effect to the transactions contemplated by this Agreement and reflecting projected borrowings hereunder and setting forth the assumptions on which such forecasted financial statements were prepared, covering the two-year period commencing on August 31, 2000, and prepared on a quarterly basis; and such other evidence as the Lender shall require supporting the representation and warranty of the Borrower set forth in Section 5.1(r); (d23) A a certificate executed by an authorized officer certifying that (i) except as previously disclosed of the President of the Borrower stating that, to the Purchaser in writingbest of his knowledge and based on an examination sufficient to enable him to make an informed statement, (a) all of the representations and warranties of the Mortgage Loan Seller in made or deemed to be made pursuant to Section 4(a) and Section 4(b) of under this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Effective Date, (ii) the Mortgage Loan Seller has, in all material respects, complied both with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior without giving effect to the Closing DateInitial Loan and the application of the proceeds thereof, and (iiib) since the date no Default or Event of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyDefault exists; (e24) Written opinions a signed opinion of counsel (which may include opinions of in-house counselKing & Spalding, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser Borrower, and subject such local counsel as the Lender shall deem necessary or desirable, opining as to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser matters in connection with this Agreement as the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller Lender or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectusits counsel may reasonably request; and (h25) Such further certificatescopies of each of the other Loan Documents duly executed by the parties thereto with evidence satisfactory to the Lender and its counsel of the due authorization, opinions binding effect and enforceability of each such Loan Document on each such party and such other documents and instruments as the Purchaser Lender may reasonably request.

Closing Documents. The Closing Documents Vendor will convey the Property to the Purchaser by delivering to the Purchaser at or before the time of closing a freehold transfer (the “Transfer”) in registerable form. The Purchaser shall consist bear the cost of the following: (a) This Agreement conveyance, and the Bill Vendor shall bear the cost of Sale duly executed clearing title of any charges other than Permitted Liens and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 shall be solely responsible for any real estate commission payable. At least three business days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed day of closing the Purchaser shall cause its solicitors to prepare and deliver to the Purchaser Vendor all documents reasonably required by the Vendor’s solicitors to complete this transaction in writingaccordance with its terms including the Transfer, a statement of adjustments, an assignment of the Vendor’s interest in any outstanding guarantees, warranties or indemnities with respect to the Property, an assignment and assumption of Permitted Liens, a mutual undertaking to readjust, the representations GST Certificate and warranties any documents and certificates referred to herein and such other documents as may be reasonably necessary for more perfectly and absolutely transferring, assuring and vesting title to the Property in the Purchaser as contemplated hereby. If the Vendor has existing financial charges to be cleared from title, as shown on Schedule B, the Vendor, while still required to clear such charges, may wait to pay and discharge existing financial charges until immediately after receipt of the Mortgage Loan Seller Purchase Price, but in this event, the Purchaser shall pay the Purchase Price to a lawyer or made pursuant notary in trust, on undertakings to Section 4(a) pay and Section 4(b) of this Agreement are true discharge the financial charges and correct in all material respects at and as of remit the Closing Date (or as of such other date specifically provided in balance, if any to the particular representation and warranty) with Vendor. If the same effect as if made Purchaser is relying upon a new mortgage to finance the Purchase Price the Purchaser, while still required to pay the Purchase Price on the Closing Date, may wait to pay the Purchase Price to the Vendor until after the transfer and new mortgage documents have been lodged for registration in the appropriate Land Title office, but only if, before such lodging, the Purchaser has: (iia) made available for tender to the Mortgage Loan Seller has, in all material respects, complied with all Vendor that portion of the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied Purchase Price not secured by the Mortgage Loan Seller at or prior to the Closing Datenew mortgage, and (iiib) since fulfilled all the date of this Agreementnew mortgagee’s conditions for funding except lodging the mortgage for registration, there will not have been, immediately prior and (c) made available to the transfer Vendor, a lawyer’s or notary’s undertaking to pay the Purchase Price upon the lodging of the Mortgage Loans pursuant to this Agreement, any material adverse change in transfer and new mortgage documents and the financial condition advance by the mortgagee of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel mortgage proceeds. On or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated before the Closing Date and addressed the Purchaser will pay to the Purchaser’s solicitors, in trust, the balance of the Purchase Price, as adjusted, less the amount to be advanced to the Purchaser on the Closing Date under any mortgage financing arranged by the Purchaser. Following such payment and after receipt by the Principals; Purchaser’s solicitors of the documents and items referred to in this Clause 13, the Purchaser will cause the Purchaser’s solicitors to file the Transfer (ftogether with such other documents as are required to be filed) Any other opinions of counsel for in the Mortgage Loan Seller reasonably requested by Land Title Office concurrently with any nationally recognized statistical rating organization engaged security documents applicable to any mortgage financing arranged by the Purchaser in connection with the issuance purchase of the Certificates, each of which shall include Property. Upon the Purchaser and the Principals as addressees; (i) A certificate Purchaser’s solicitors obtaining a post application search of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage LoansProperty which indicates that, in the form and substance acceptable normal routine of the Land Title Office, title to the Property will issue in the name of the Purchaser subject only to the Permitted Encumbrances and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) state of title is in accordance with the terms and dated as conditions of this Offer, the Purchaser shall cause the Purchaser’s solicitors to pay to the Vendor or the Vendor’s solicitors the balance of the date of Purchase Price and to release and deliver the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) Such further certificates, opinions and closing documents as the Purchaser may reasonably requestreferred to herein.

Closing Documents. The Closing Documents (a) At the Closing, Seller shall consist of execute and/or deliver the followingfollowing documents all in form and content acceptable to Purchaser: (ai) This Agreement A Statutory Warranty Deed free and clear of all mortgages, liens and encumbrances and subject only to the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan SellerPermitted Exceptions; (bii) An officer’s certificate substantially in the form ▇▇▇▇ of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and Sale for all amendments, revisions, restatements and supplements thereofPersonal Property; (ciii) A certificate An assignment of good standing regarding the Mortgage Loan Seller's right, dated not earlier than 30 days prior title and interest in and to the Closing Dateall Appurtenances, Licenses and Permits, those Leases and Contracts which Purchaser has elected to assume, Intangible Property, Records, Plans and Warranties; (div) A certificate executed An Affidavit reciting that there are no contractor's liens against the Land and that, within the past ninety (90) days, there have been no improvements, alterations or repairs for which the costs thereof remain unpaid, with the exception of anything caused by an authorized officer certifying that (i) Purchaser; that, except as previously disclosed to the Purchaser in writingPurchaser, the representations Land is free and warranties clear of the Mortgage Loan Seller in or made pursuant to Section 4(a) all liens, taxes, encumbrances and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) claims whatsoever, with the same effect as if made on exception of real estate taxes for the Closing Date, (ii) the Mortgage Loan Seller has, year of closing; that there are no parties in all material respects, complied possession or with all the agreements a right or claim to possession; and satisfied all the conditions on its part required under this Agreement to be performed that affiant has received no notice of any violations of County or satisfied by the Mortgage Loan Seller at or prior municipal ordinances pertaining to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyProperty; (ev) Written opinions A Standard FIRPTA affidavit acknowledging that Seller is not a "foreign person" as defined and set forth in Section 1445 of counsel the Internal Revenue Code (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Selleror, in form reasonably acceptable the event Seller is a "foreign person," providing Purchaser with sufficient information for Purchaser to counsel for comply with the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principalswithholding requirements thereof); (fvi) Any other opinions of counsel for A standard "gap" affidavit in the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged form required by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addresseestitle company issuing a title insurance policy to Purchaser; (ivii) A certificate Appropriate certificates or resolutions of authority confirming the authority of the senior executive officer of individual(s) executing the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectusclosing documents; and (hviii) Such other and further certificates, opinions and documents as may be reasonably appropriate to consummate the transaction in accordance with the provisions of this Agreement. (b) At the Closing, Purchaser shall pay Seller the Purchase Price and execute and/or deliver such documents as may be reasonably requestappropriate to consummate the transaction in accordance with the provisions of this Agreement.

Closing Documents. The Closing Documents shall consist of the following: (a) This Purchasers shall execute and deliver at the Closing an Assumption Agreement in the form of Attachment A hereto. Purchasers acknowledge and agree that any breach of the covenant in the preceding sentence may give rise to irreparable harm for which money damages would not be an adequate remedy and agree that, in addition to other remedies, Sellers will be entitled to enforce such covenant by a decree of specific performance without the necessity of proving the inadequacy of money damages. (b) Sellers and Purchasers shall use reasonable efforts to agree prior to the Closing Date on the final form of all documents required to be executed and delivered at the Closing pursuant to Articles 5, 8, 12 and 13 of the Purchase Agreement (the "Closing Documents"), which in the case of each Exhibit to the Purchase Agreement shall be substantially in the form of such Exhibit as of August 27, 1997. If Sellers and Purchasers agree as of the Closing Date that a Closing Document is mutually satisfactory, such Closing Document shall be executed and delivered at the Closing as provided in the Purchase Agreement. If Sellers and Purchasers do not agree as of the Closing Date that a Closing Document is mutually satisfactory, such Closing Document shall not be delivered at the Closing (it being understood and agreed that such non- delivery shall have no effect on the obligations of the parties to consummate the Closing), the issue of the appropriate form of the Closing Document shall be settled by arbitration pursuant to Section 16.9 of the Purchase Agreement as promptly as practicable after the Closing, and the Bill of Sale duly Closing Document shall be executed and delivered by the Purchaser appropriate parties in the form so determined promptly after such determination, with retroactive effect to the Closing Date. Pending such determination with respect to any Exhibit to the Purchase Agreement, the party or parties to whom services are to be provided thereunder shall receive the benefits thereof (and perform any corresponding obligations) based on the form of such Exhibit as of August 27, 1997. Neither Sellers nor Purchasers shall have any liability, under Article 15 of the Purchase Agreement or otherwise, to the other for the failure to agree on the form of a Closing Document by the Closing Date. (c) Purchasers acknowledge and agree that, notwithstanding any provision to the contrary in the Purchase Agreement (including, without limitation, any requirement in the Purchase Agreement for the delivery to Purchasers at the Closing of documents in a form reasonably satisfactory to Purchasers or mutually satisfactory to Purchasers and Sellers), Purchasers may not assert that any failure to receive at the Closing a Closing Document in a form reasonable satisfactory or satisfactory to Purchasers or any failure of Purchasers and Sellers to agree on the form of a Closing Document as contemplated by Section 5(b) of this Amendment entitle Purchasers to refrain form consummating the transactions contemplated by the Purchase Agreement on the Closing Date (including, without limitation, the payment in full of the Initial Purchase Price in accordance with Sections 3 and 13 of the Purchase Agreement and the Mortgage Loan Seller; (b) An officer’s certificate substantially execution and delivery of the Assumption Agreement in the form of Exhibit E Attachment A hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably request).

Closing Documents. The (a) On or before the Closing Documents Date, Purchaser shall consist deliver to Escrow Agent the balance of the Purchase Price plus or minus prorations, in accordance with the closing statement prepared by Escrow Agent. (b) On the Closing Date, Seller shall deliver to Purchaser possession of the Property; all keys used in connection with the Property; original Leases in Seller’s possession or control (and copies of each Lease for which an original is not delivered), copies of the Tenants Lease files (which will be available at the Property); originals of the Service Contracts to the extent retained by Purchaser (and copies of each Service Contract for which an original was not retained by Purchaser), licenses, occupancy agreements, lease commission agreements, permits, and other agreements executed by Seller affecting the Property; and originals of all Licenses in Seller’s possession or control (and copies of each License for which an original is not delivered). (c) On or before the Pre-Closing Date, Seller and Purchaser (where applicable) shall deliver to Escrow Agent or the other party, as applicable, executed originals of the following: (ai) This Agreement and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; Deed (b) An officer’s certificate substantially in the form of Exhibit E F attached hereto, ) executed by Seller subject only to the Secretary or an attesting secretary of the Mortgage Loan SellerPermitted Exceptions and those Unpermitted Exceptions waived by Purchaser, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofif any; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan ▇▇▇▇ of Sale (in the form of Exhibit G attached hereto) which shall be executed by Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and Purchaser; (iii) since a closing statement prepared by the date Escrow Agent (the closing statement can be sent by facsimile and no original is required); (iv) an assignment and assumption of this Agreementall Service Contracts (in the form of Exhibit H attached hereto) which shall be executed by Seller and Purchaser; (v) an assignment and assumption of all Leases and security deposits (in the form of Exhibit I attached hereto) which shall be executed by Seller and Purchaser; (vi) an updated rent roll, there will not have been, immediately dated no earlier than three (3) business days prior to Closing, certified by Seller as true and correct; (vii) a notice to the tenants of the transfer of title and the Mortgage Loans pursuant assumption by Purchaser of the landlord’s obligations under the Leases and the obligation to this Agreement, any material adverse change refund the security deposits (in the financial condition form of Exhibit J attached hereto), which shall be executed by Seller and Purchaser; (viii) a non-foreign affidavit (in the Mortgage Loan Sellerform of Exhibit K attached hereto), executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) 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 and the Bill B▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed on Schedule D-1 to Exhibit D to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, substantially in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller set forth in Exhibit G hereto (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (hi) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents (a) At the Closing, Seller shall consist deliver to Buyer all of the following: (ai) This An Officer's Certificate, dated as of the Closing Date, certifying as true and correct the representations and warranties of Seller hereunder as of the Closing Date. (ii) Seller's Certificate of Good Standing issued by the state of organization not more than 14 days prior to closing. (iii) All Books and Records relating to the Assets in a form satisfactory to Buyer. Such other documents and instruments as may be reasonably necessary to affect the intent of this Agreement and consummate the Bill transactions contemplated hereby, including but not limited to a documented resolution to the public right of Sale way easement issue regarding cable under the street at the Property. (iv) The Escrow Agreement. (v) The Required Consents. (vi) The Acknowledgement in the form attached hereto as Exhibit 9.2 duly executed and delivered by the Purchaser and the Mortgage Loan Seller;Pace Electronics, Inc. (b) At the Closing, Buyer shall deliver or shall have delivered to Seller the following: (i) An officer’s certificate substantially Officer's Certificate, dated as of the Closing Date, certifying as true and correct the representations and warranties of Buyer hereunder as of the Closing Date. (ii) The Purchase Price less the Escrow Amount. (iii) Such other documents and instruments as may be reasonably necessary to effect the intent of this Agreement and consummate the transactions contemplated hereby. (iv) A ▇▇▇▇ of Sale in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan SellerB, and dated the Closing Date, an Assignment and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Assumption Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable of Exhibit C, by which the Assets to be transferred have been transferred to Buyer. (v) The Escrow Agreement. (vi) The Escrow Amount to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably requestEscrow Agent.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the Bill B▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (hi) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The Closing Documents At the closing Seller shall consist of the followingexecute and deliver to Purchaser: (a) This Agreement Certified copies of resolutions duly adopted by the Board of Directors and Shareholder of Seller authorizing the sale of the Assets and the Bill performance by Seller of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller;its obligations hereunder (b) An officer’s certificate substantially opinion of Seller's counsel, ▇▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇, Esq. dated as of the closing date, in form and substance satisfactory to Purchaser's counsel, stating such counsel's opinion that: (i) Corporation is duly organized, validly existing and in good standing under the form laws of Exhibit E heretoNew York; (ii) Seller has full power and authority, executed corporate and otherwise, to enter into this agreement and perform its obligations hereunder; (iii) the execution and delivery of this agreement and the performance by Seller of its obligations hereunder have been duly authorized by the Secretary Board of Directors and Shareholder of Seller and no further action or an attesting secretary approval is required in order to constitute this agreement as the binding obligation of Seller, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, moratorium, insolvency or other laws affecting creditor's rights generally; (iv) the execution and delivery of this agreement and the performance by Seller of its obligations hereunder do not and will not violate any provision of the Mortgage Loan Certificate of Incorporation or Bylaws of Seller; and (v) except as may be set forth in this agreement, and dated such counsel is not representing Seller in any suit, action or proceeding against them which, if adversely determined, would prohibit the Closing Dateconsummation of the transactions contemplated by this agreement, and upon nor is Counsel aware of any other suits, actions, or proceedings which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof;would affect this transaction. (c) A certificate The Certificate of good standing regarding Incorporation, Bylaws, filing receipts and other organizational documents of Seller; any bills, vouchers, and records showing the Mortgage Loan ownership of the Assets used in the operations of Seller; and all other books of account, dated not earlier than 30 days prior to the Closing Daterecords and contracts of Seller; (d) A certificate executed by an authorized officer certifying that Restrictive Covenant as enumerated in Article Ten (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely;10), (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Statements executed by Seller, in form reasonably acceptable to counsel for the releasing and indemnifying Purchaser from any and subject to such reasonable assumptions all obligations and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaserliabilities of Seller, dated the Closing Date and addressed to the Purchaser and the Principals;other than those specifically assumed herein, (f) Any A ▇▇▇▇ of Sale and such other opinions instruments and information in form and substance satisfactory to Purchaser's attorneys as may be necessary or proper to transfer to Purchaser good and marketable title to all other ownership interests in the Assets to be transferred under this agreement. (h) An agreement providing for Purchaser to use Seller's computer system and software for billing for a period of counsel for up to six months following the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees;closing. (i) A certificate Such other documents as may be reasonably required in accordance with the intent and purpose of this agreement Seller shall do all further acts and things as may be necessary, or reasonably requested by Purchaser, to consummate the transactions contemplated by this agreement, including the acquisition of and possession of the senior executive officer Assets. Seller shall advise Purchaser of, and cause to be delivered to Purchaser, all applicable trade secrets and proprietary information pertaining to the Assets of the Mortgage Loan businesses. At the closing Purchaser shall execute and deliver to Seller: Reciprocal documentation and Counsel's opinion as listed in subparagraphs (a)(b) and (c) above Except as expressly provided herein, Purchaser shall not be obligated to pay or perform any obligations or liabilities of Seller including without limitation, obligations or liabilities of Seller to their creditors or any legal, accounting, brokerage or finder's fees or any taxes or other expenses in connection with this agreement or the representative consummation of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably requesttransactions contemplated hereby.

Closing Documents. The Closing Documents Lender shall consist have received each of the followingfollowing documents, all of which shall be satisfactory in form and substance to the Lender and its counsel: (a1) This Agreement and the Bill of Sale this Agreement, duly executed and delivered by the Purchaser and the Mortgage Loan SellerBorrowers; (b2) An officer’s the Notes, dated the Effective Date and duly executed and delivered by the Borrowers; (3) certified copies of the articles of incorporation and by-laws of each Borrower as in effect on the Effective Date; (4) certified copies of all corporate action, including stockholder approval, if necessary, taken by each Borrower to authorize the execution, delivery and performance of this Agreement and the other Loan Documents and the borrowings under this Agreement; (5) certificates of incumbency and specimen signatures with respect to each of the officers of each Borrower who is authorized to execute and deliver this Agreement or any other Loan Document on behalf of such Borrower or any document, certificate substantially or instrument to be delivered in connection with this Agreement or the other Loan Documents and to request borrowings under this Agreement; (6) a certificate evidencing the good standing of each Borrower in the form jurisdiction of Exhibit E hereto, its incorporation and in each other jurisdiction in which it is qualified as a foreign corporation to transact business; (7) the Financing Statements duly executed and delivered by the Secretary respective Borrowers, and evidence satisfactory to the Lender that the Financing Statements have been filed in each jurisdiction where such filing may be necessary or an attesting secretary appropriate to perfect the Security Interest prior to any other interest other than Permitted Liens; (8) all landlord's waiver and consent agreements duly executed on behalf of each landlord of real property (other than that in Las Vegas, Nevada) on which any Collateral is located that can be obtained by Borrowers through the exercise of their reasonable best efforts and sublandlord's waiver and consent agreements duly executed on behalf of WorldCom for each sublease between a Borrower and WorldCom; (9) Schedule of Receivables from and for each of the Mortgage Borrowers each prepared as of a recent date not earlier than June 30, 1997; (10) certificates or binders of insurance relating to each of the policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of SECTION 7.09(b); (11) a Borrowing Base Certificate prepared as of the Effective Date duly executed and delivered by the Chairman or President of ILD; (12) a letter from ILD, on behalf of the Borrowers, to the Lender requesting the Initial Loan Seller, and dated specifying the Closing Date, method of disbursement; (13) copies of all the financial statements referred to in SECTION 5.01(m) and upon which meeting the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements requirements thereof; (c14) A certificate a balance sheet of good standing regarding the Mortgage Loan SellerBorrowers, dated not earlier than 30 days prior on a consolidated and consolidating basis, as at June 30, 1997, prepared by the Borrowers on a pro forma basis, giving effect to the Closing Datetransactions contemplated by this Agreement and setting forth the assumptions on which such balance sheet was prepared; forecasted consolidated financial statements consisting of balance sheets, cash flow statements and income statements of the Borrowers, giving effect to the transactions contemplated by this Agreement and reflecting projected borrowings hereunder and setting forth the assumptions on which such forecasted financial statements were prepared, covering the three-year period commencing on January 1, 1998, and prepared on a quarterly basis for the first 12 months and on an annual basis for each year thereafter; and such other evidence as the Lender shall require supporting the representation and warranty of the Borrowers set forth in SECTION 5.01(r); (d15) A a certificate executed by an authorized officer certifying that (i) except as previously disclosed of the President of each Borrower stating that, to the Purchaser in writingbest of his knowledge and based on an examination sufficient to enable him to make an informed statement, (a) all of the representations and warranties of the Mortgage Loan Seller in made or deemed to be made pursuant to Section 4(a) and Section 4(b) of under this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Effective Date, (ii) both with and without giving effect to the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement Loans to be performed or satisfied by made at such time and the Mortgage Loan Seller at or prior to application of the Closing Dateproceeds thereof, and (iiib) since the date no Default or Event of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyDefault exists; (e16) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Selleran executed Sirrom Subordination Agreement, in form reasonably acceptable and substance satisfactory to counsel for Lender, in its sole discretion, pursuant to which Sirrom Capital Corporation and ▇▇▇▇▇ River Ventures Limited Partnership subordinate the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed Sirrom Subordinated Indebtedness to the Purchaser and the PrincipalsSecured Obligations; (f17) Any other opinions the balance sheet delivered to Lender pursuant to Section 4.01(a)(14) shall reflect (i) not less than $2,100,000 of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each shareholders' equity ($500,000 of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectusbe contributed by WorldCom), and (ii) not less than $2,000,000 in cash, held by ILD; (18) a Mortgage Loan Seller CEO Certification dated signed opinion of ▇▇▇▇▇▇, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇, counsel for the Borrowers, and such local counsel as the Lender shall deem necessary or desirable, opining as to such matters in connection with this Agreement as the Lender or its counsel may reasonably request; (19) within twenty (20) days after the Effective Date, an executed original of a Letter Agreement from First Union National Bank of North Carolina, in form and substance satisfactory to Lender, wherein First Union agrees to discontinue sweeping of the date account into which all LEC Payments are received on behalf of WorldCom and agrees that beginning October 1, 1997 all monies received into such account shall be swept into an account with Lender; (20) evidence satisfactory to Lender that a notice has been sent to each LEC instructing each LEC that, beginning no later than November 1, 1997, all LEC Payments will be directed to that Borrowers' account with Lender; (21) executed subordination agreements, in form and substance satisfactory to Lender in its sole discretion, pursuant to which each of Intellicall, Inc., Triad-ILD Partners, L.P. and ▇▇▇▇▇▇ Telecommunications, LLC subordinate any and all Indebtedness owed by ILD to each of them to the Secured Obligations; (22) no later than thirty (30) days after the Effective Date, forecasted financial statements for the fiscal year 2000, prepared by the Borrowers, consisting of balance sheets, cash flow statements and income statements of the ProspectusBorrowers, reflecting projected borrowings hereunder and setting forth the assumptions upon which such forecasted financial statements were prepared; (23) no later than thirty (30) days after the Effective Date, a landlord's waiver for the leased premises located in Las Vegas, Nevada; (24) no later than thirty (30) days following the Effective Date, ILD shall have entered into a customer service agreement, in form and substance satisfactory to Lender, with WorldCom; and (h25) Such further certificatescopies of each of the other Loan Documents duly executed by the parties thereto with evidence satisfactory to the Lender and its counsel of the due authorization, opinions binding effect and enforceability of each such Loan Document on each such party and such other documents and instruments as the Purchaser Lender may reasonably request.

Closing Documents. The Closing Documents (a) At the Closing, as a condition of the Partnership's obligation to close hereunder, Laurel Oak shall consist of deliver or cause to be delivered the following: (ai) This Agreement The Deed, executed by Laurel Oak, covering the Real Property (and separate quitclaim deeds to the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan SellerReal Property utilizing new ALTA survey descriptions, if requested); (bii) An officer’s certificate substantially The Bills of Sale executed by Laurel Oak covering the Personal Property; (iii) The Assignments, executed by Laurel Oak; (iv) As many signed originals (or true and correct copies of same) of the Contracts, Leases, Licenses, and other items covered by the Assignments as are in the possession or control of Laurel Oak; (v) All machinery and/or equipment operating manuals, technical data and other documentation relating to the building systems and equipment, and all machinery, equipment and other building warranties and guarantees, if any, but only to the extent that any of the same are in the possession or control of Laurel Oak; (vi) All master and duplicate keys, combinations and codes to all locks and security devices for the Improvements which are in the possession or control of Laurel Oak; (vii) Written notice from Laurel Oak or Laurel Oak's managing agent to each Tenant in form reasonably satisfactory to the Partnership stating that the Real Property have been sold to the Partnership and that tenant security deposits (if any) in Laurel Oak's possession have been transferred to the Partnership and directing the Tenants to make future rental payments to the Partnership at the address designated by the Partnership; (viii) Non-foreign person certification in the form of attached hereto as Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof"J"; (cix) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior All building records and Tenant lease files with respect to the Closing DateReal Property which are in the possession of Laurel Oak; (dx) A certificate executed by an authorized officer certifying that (i) except as previously disclosed Each ▇▇▇▇ of current real estate taxes, sewer charges and assessments, water charges and other utilities and to the Purchaser extent in writingLaurel Oak's possession or control, the representations and warranties bills for each of the Mortgage Loan Seller in or made pursuant to Section 4(asame for the three (3) and Section 4(b) years, together with proof of this Agreement are true and correct in all material respects at and as of the Closing Date payment thereof (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not extent same have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relybeen paid); (exi) Written opinions All plans, specifications, as-built drawings, surveys, site plans, and final, written reports of counsel architects, engineers and surveyors, and any other Personal Property forming part of the Property or any portion thereof, but only to the extent that the same exist and are in the possession of Laurel Oak or any property manager controlled by Laurel Oak; (which may include opinions xii) An affidavit or affidavits of in-house counsel, outside counsel or a combination thereof) for title in favor of the Mortgage Loan SellerTitle Insurer on the form used by such Title Insurer, in form reasonably acceptable to counsel for Laurel Oak to enable the Purchaser and subject Title Insurer to such reasonable assumptions and qualifications as may be requested by counsel for issue the Mortgage Loan Seller and acceptable to counsel for the PurchaserCommitments described in Paragraph 5(b)(i). The Partnership shall require affirmative endorsements against mechanic's liens, dated the Closing Date and addressed to the Purchaser and the Principalsconsistent with Laurel Oak's obligations under Paragraph 5(b)(iii), above; (fxiii) Any other opinions A letter, from the New Jersey Department of counsel for Environmental Protection or its successor ("NJDEP") stating that the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance provisions of the CertificatesIndustrial Site Recovery Act, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably request.N.J.

Closing Documents. The Closing Documents Such Purchaser shall consist have received the following, each dated the date of the followingClosing Date for such Notes unless otherwise specified below: (a) This Agreement and the Bill of Sale duly executed and delivered Note(s) to be purchased by the such Purchaser and the Mortgage Loan Selleron such Closing Date; (b) An officer’s certificate substantially in the form a Certificate of Exhibit E hereto, executed by the Secretary or an attesting secretary Assistant Secretary of the Mortgage Loan Seller, and dated Company certifying (A) that there have been no changes in the Certificate of Incorporation or other charter document of the Company since the date of the copies of such documents delivered pursuant to Section 1.2(a) (provided that for any Closing Date occurring after the Facility Closing Date, the Company may certify that there has been no change to such charter document since the date on which it was most recently delivered to such Purchaser), (B) that there have been no changes in the By-Laws of the Company since the date of the copies of such By-Laws delivered pursuant to Section 1.2(a) (provided that for any Closing Date occurring after the Facility Closing Date, the Company may certify that there has been no change to such governance document since the date on which it was most recently delivered to such Purchaser), (C) as to resolutions of the Board of Directors or other governing body of the Company authorizing the execution, delivery and upon performance of each Note Document to which the Purchaser Company is or is to be a party (copies of which shall be attached), (D) as to the names and true signatures of the Principals incumbent officers of the Company authorized to sign the Note Documents to which the Company is or, in certain cases, is to be a party (provided that for any Closing Date occurring after the Facility Closing Date, the Company may relycertify that there has been no change to such names and true signatures since the date on which they were most recently delivered to such Purchaser), attaching thereto and (E) that no dissolution or liquidation proceedings as exhibits to the Mortgage Loan Seller’s organizational Company (except to the extent permitted hereunder) have been commenced or are contemplated and (ii) a Certificate of the Secretary or an Assistant Secretary of each Restricted Subsidiary certifying (A) as to copies of the Certificate of Incorporation or other charter document, as applicable, of such Restricted Subsidiary attached to such Certificate and that there have been no changes to such document other than as attached to such Certificate (provided that for any Closing Date occurring after the date on which a Certificate pursuant to this Section 3.3(b)(ii) has been delivered with respect to such Restricted Subsidiary, such Restricted Subsidiary may certify that there has been no change to such charter documents since the date on which it was most recently delivered to such Purchaser), (B) as to the By-Laws or other similar governance document of such Restricted Subsidiary as in effect on the Closing Date (copies of which shall be attached) (provided that for any Closing Date occurring after the date on which a Certificate pursuant to this Section 3.3(b)(ii) has been delivered with respect to such Restricted Subsidiary, such Restricted Subsidiary may certify that there has been no change to such governance documents since the date on which they were most recently delivered to such Purchaser), (C) as to resolutions of the Board of Directors or other governing body of such Restricted Subsidiary authorizing the execution, delivery and all amendmentsperformance of each Note Document to which it is or is to be a party (copies of which shall be attached), revisions(D) as to the names and true signatures of the incumbent officers of such Restricted Subsidiary authorized to sign the Note Documents to which it is or is to be a party (provided that for any Closing Date occurring after the date on which a Certificate pursuant to this Section 3.3(b)(ii) has been delivered with respect to a Restricted Subsidiary, restatements such Restricted Subsidiary may certify that there has been no change to such names and supplements thereoftrue signatures since the date on which they were most recently delivered to such Purchaser), and (E) that no dissolution or liquidation proceedings as to such Restricted Subsidiary (except to the extent permitted hereunder) have been commenced or are contemplated; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior an Officer’s Certificate certifying (i) as to the matters set forth in Section 3.1, Section 3.2 and Section 3.9; (ii) that immediately after the consummation of the transactions contemplated on such Closing Date, the Company and its Restricted Subsidiaries taken as a whole, are and will be Solvent and the Company individually is and will be, Solvent; (iii) that after giving effect to the issuance of all Notes issued at such Closing and the application of the use of proceeds thereof, the Company is in compliance on a pro forma basis with the financial covenants set forth in Section 9.1 through Section 9.3 and in Section 9.9 and setting forth information and computations in reasonable detail demonstrating such compliance; (iv) that true complete and correct copies of each Private Placement Document and Principal Bank Facility Document has been delivered to such Purchaser; and (v) in the case of the Initial Closing, no Change in Control has occurred since the Facility Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except corporate good standing certificates dated as previously disclosed of a recent date as to the Purchaser Company and each Restricted Subsidiary from the jurisdiction in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyit is organized; (e) Written opinions a favorable opinion of ▇▇▇▇▇ ▇▇▇▇▇ L.L.P., special counsel to the Company and the Restricted Subsidiaries (which may include opinions of in-house counsel, outside or such other counsel or a combination thereof) for designated by the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller Company and acceptable to ▇▇▇▇▇▇▇), satisfactory to ▇▇▇▇▇▇▇ and substantially in the form of Exhibit 3.3(e) and as to such other matters as ▇▇▇▇▇▇▇ may reasonably request. The Company hereby directs such counsel for to deliver said opinion, agrees that the Purchaserissuance and sale of any Notes will constitute a confirmation of that direction, dated the Closing Date and addressed understands and agrees that ▇▇▇▇▇▇▇ will and is hereby authorized to the Purchaser and the Principals;rely on such opinion; and (f) Any other opinions a favorable opinion of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance General Counsel of the CertificatesCompany, each of which shall include as counsel to the Purchaser Company, satisfactory to ▇▇▇▇▇▇▇ and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, substantially in the form of Exhibit 3.3(f) and as to such other matters as ▇▇▇▇▇▇▇ may reasonably request. The Company hereby directs such counsel to deliver said opinion, agrees that the issuance and sale of any Notes will constitute a confirmation of that direction, and understands and agrees that ▇▇▇▇▇▇▇ will and is hereby authorized to rely on such opinions. (g) each Subsidiary that is not an Unrestricted Subsidiary shall have executed and delivered the Subsidiary Guaranty (or a joinder thereto) substantially in the form of Exhibit 3.3(g), and each Purchaser shall have received an affirmation of such Subsidiary Guaranty executed by all then existing Subsidiary Guarantors in form and substance acceptable reasonably satisfactory to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectussuch Purchaser; and (h) Such further certificatessuch additional documents or certificates with respect to the legal matters or corporate or other proceedings related to the transactions contemplated hereby, opinions and documents as the Purchaser same may be reasonably requestrequested by such Purchaser.

Closing Documents. The Closing Documents shall consist of the following: (a) This Agreement and the Bill B▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed on Schedule D-1 to Exhibit D to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably request.

Closing Documents. The At the Dry Closing Documents (except as otherwise noted below), Seller shall consist deliver to Escrow Agent the following documents (all of the following: (a) This Agreement and the Bill of Sale which shall be duly executed and witnessed by Seller, Current Owner and/or Phase I Permit Entity, as applicable, which documents Buyer agrees to cause BR-TBR Owner to execute where required): 8.3.1 A Deed, in the form attached as Exhibit "E" hereto and by this reference made a part hereof, conveying to BR-TBR Owner all of Seller’s right, title and interest in and to the Property. The deed to be delivered by Current Owner to Seller (the Purchaser “Current Owner Deed”) shall be on the same form attached as Exhibit "E" hereto, with only transaction-specific changes being made thereto, and same shall be executed by Current Owner and delivered into escrow at the Dry Closing. 8.3.2 An Affidavit of Title, in the form attached as Exhibit "F" hereto and by this reference made a part hereof, same to be updated by Seller at the Disbursement Closing. Current Owner shall execute an affidavit of title on the same form attached as Exhibit "F" hereto, with only transaction-specific changes being made thereto, and same shall be delivered into escrow at the Dry Closing and updated by Current Owner at the Disbursement Closing. 8.3.3 Such evidence as Buyer and the Mortgage Loan Title Insurer shall reasonably require as to the authority of the parties acting on behalf of Seller to enter into this Agreement and to discharge the obligations of Seller pursuant hereto, same to be updated by Seller at the Disbursement Closing. Similar evidence as to Current Owner shall also be provided by Current Owner at the Disbursement Closing. 8.3.4 Signature pages for the Closing Statement (the Closing Statement shall be updated by the parties on the Disbursement Closing Date to reflect updated amounts). 8.3.5 A Non-Foreign Affidavit in the form attached as Exhibit "H" hereto and by this reference made a part hereof. Current Owner shall execute a Non-Foreign Affidavit on the same form attached as Exhibit "H" hereto, with only transaction-specific changes being made thereto, and same shall be delivered into escrow at the Dry Closing. 8.3.6 A 1099 certificate. 8.3.7 A certificate (“Closing Certificate”), dated as of the Dry Closing Date, and to be updated at the Disbursement Closing, and duly executed by Seller; (b) An officer’s certificate substantially , Current Owner and Phase I Permit Entity, in the form of Exhibit E "I" attached hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying stating that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller Seller, Current Owner and Phase I Permit Entity contained in or made pursuant to Section 4(a) and Section 4(b) 7 of this Agreement are true and correct in all material respects at and as of the Closing Date (with appropriate modifications to reflect any changes therein or as identifying any representation or warranty which is not, or no longer is, true and correct and explaining the state of facts giving rise to the change). The inclusion of any change or exception in such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required certificate shall not prejudice Buyer’s rights under this Agreement with respect to the subject matter of such change or exception, and shall not excuse Seller or Current Owner for breaching any representation or warranty when made as of the Contract Date. 8.3.8 A b▇▇▇ of sale and assignment for the Personalty and the Related Assets. Current Owner shall execute a similar b▇▇▇ of sale and assignment for the Personalty and the Related Assets, with only transaction-specific changes being made thereto, and same shall be delivered into escrow at the Dry Closing. 8.3.9 At the Disbursement Closing, the Easements, to the extent in final form, but not otherwise. 8.3.10 All documents required to satisfy the Release Condition and to cause the Existing Financing deed of trust and any Uniform Commercial Code financing statements against Current Owner or Seller to be performed released from record title or satisfied terminated, as applicable (collectively, the “Release Condition Documents”). 8.3.11 Such additional documents as shall be reasonably required by Title Insurer to issue the Title Policy or complete the conveyance of the Property contemplated by this Agreement to BR-TBR Owner, including a gap indemnity if required by the Mortgage Loan Title Insurer. Simultaneously with the Disbursement Closing and if not previously delivered to BR-TBR Owner or located at the Property, Seller at or prior will deliver to BR-TBR Owner, outside of the Closing Dateescrow, and (iii) since the date of this Agreementoriginals or, there will if originals are not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition possession or control of Current Owner, Seller or the Mortgage Loan Property Manager, copies (if in Seller’s, executed by an executive officer Current Owner’s or Property Manager's possession or control) of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (f) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectusall Related Assets, and (ii) a Mortgage Loan Seller CEO Certification dated as all manufacturer’s warranties and manuals relating to any Personalty that is part of the date of the Prospectus; and (h) Such further certificates, opinions and documents as the Purchaser may reasonably requestProperty.

Closing Documents. The Closing Documents Lender shall consist have received each of the followingfollowing documents, all of which shall be satisfactory in form and substance to the Lender and its counsel: (a) This Agreement and the Bill of Sale i. this Agreement, duly executed and delivered by the Purchaser Borrower; ii. the Note, dated the Effective Date and duly executed and delivered by the Borrower; iii. the Warrant, the Registration Rights Agreement and the Mortgage Loan SellerPledge Agreement, each dated the Effective Date and duly executed and delivered by the Borrower; (b) An officer’s iv. certified copies of the articles of incorporation and by-laws of each Borrower, as in effect on the Effective Date; v. certified copies of all action, including stockholders, if necessary, taken by each Borrower to authorize the execution, delivery and performance of this Agreement and the other Loan Documents and the borrowings under this Agreement; vi. certificates of incumbency and specimen signatures with respect to each of the officers or directors of each Borrower who is authorized to execute and deliver this Agreement or any other Loan Document on behalf of the Borrower or any document, certificate substantially or instrument to be delivered in connection with this Agreement or the other Loan Documents and to request borrowings under this Agreement; vii. a certificate evidencing the good standing of each Borrower in the form jurisdiction of Exhibit E hereto, its organization and in each other jurisdiction in which it is qualified as a foreign corporation to transact business; viii. the Financing Statements duly executed and delivered by the Secretary Borrower, and evidence satisfactory to the Lender that the Financing Statements have been filed in each jurisdiction where such filing may be necessary or an attesting secretary appropriate to perfect the Security Interest; ix. a Schedule of Eligible Installment Contracts, prepared as of a recent date; x. certificates or binders of insurance relating to each of the Mortgage Loan Seller, policies of insurance covering any of the Collateral together with loss payable clauses which comply with the terms of Section 8.7; xi. a Borrowing Base Certificate prepared as of the Effective Date duly executed and dated delivered by the Closing Date, chief financial officer of the Borrower; xii. a Compliance Certificate prepared as of the Effective Date duly executed and upon which delivered by the Purchaser chief financial officer of the Borrower; xiii. a letter from the Borrower to the Lender requesting the Initial Advance and specifying the Principals may rely, attaching thereto as exhibits method of disbursement; xiv. copies of all the Mortgage Loan Seller’s organizational documents financial statements referred to in Section 6.1(l) and all amendments, revisions, restatements and supplements meeting the requirements thereof; (c) A xv. a certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to President of the Closing Date; (d) A certificate executed by an authorized officer certifying respective Borrower stating that (ia) except as previously disclosed to the Purchaser in writing, all of the representations and warranties of the Mortgage Loan Seller in made or deemed to be made pursuant to Section 4(a) and Section 4(b) of under this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Effective Date, (ii) both with and without giving effect to the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by made at such time and the Mortgage Loan Seller at or prior to application of the Closing Dateproceeds thereof, and (iiib) since the date no Default or Event of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may relyDefault exists; (e) Written opinions of counsel (which may include opinions of in-house counselxvi. UCC, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser tax lien and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principalsjudgment searches against Borrower; (f) Any other opinions xvii. Opinions of Borrower’s counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser satisfactory to Lender and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the ProspectusLender’s counsel; and (h) Such further certificatesxviii. copies of each of the other Loan Documents duly executed by the parties thereto with evidence satisfactory to the Lender and its counsel of the due authorization, opinions binding effect and enforceability of each such Loan Document on each such party and such other documents and instruments as the Purchaser Lender may reasonably request.

Closing Documents. The "Closing Documents Documents" for the ----------------- Mortgage Loans to be sold on any Closing Date shall consist of the following: (a) This If such Closing Date is the initial Closing Date, this Agreement and the Bill of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate With respect to each Mortgage Loan Package sold on such Closing Date, an Assignment and Conveyance from the Seller to the Purchaser or its designee, substantially in the form of Exhibit E 8 annexed hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the such Closing Date, and upon which with a copy of the Purchaser and the Principals may rely, attaching thereto as exhibits the related Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereofSchedule attached thereto; (c) A An Officers' Certificate of the Seller in the form of Exhibit 2 annexed hereto, dated such Closing Date, and attached thereto resolutions of the board of directors of the Seller, in a form substantially similar to Exhibit 3 annexed hereto, together with copies of the documents governing the Seller's organization and a certificate of good standing regarding of the Mortgage Loan Seller, dated not earlier than 30 days ; (d) On the initial Closing Date and on each subsequent Closing Date on which the Purchaser requests such opinion due to the Purchaser's reasonable determination that the Seller's condition may have changed prior to the initial Closing Date, a written opinion of counsel for the Seller reasonably satisfactory to the Purchaser, substantially in the form of Exhibit 4 annexed hereto, dated such Closing Date; (de) A certificate executed by an authorized officer certifying that (i) except as previously disclosed With respect to the Purchaser in writing, the representations and warranties of the each Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of Package sold on such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the a cross-receipt dated such Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change substantially in the financial condition form of the Mortgage Loan SellerExhibit 7 annexed hereto, duly executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser Seller and the Principals may rely; (e) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals;; and (f) Any Such other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Prospectus; and (h) 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 and the Bill B▇▇▇ of Sale duly executed and delivered by the Purchaser and the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed by the Secretary or an attesting secretary of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof; (c) A certificate of good standing regarding the Mortgage Loan Seller, dated not earlier than 30 days prior to the Closing Date; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writing, the representations and warranties of the Mortgage Loan Seller in or made pursuant to Section 4(a) and Section 4(b) of this Agreement are true and correct in all material respects at and as of the Closing Date (or as of such other date specifically provided in the particular representation and warranty) with the same effect as if made on the Closing Date, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements and satisfied all the conditions on its part required under this Agreement to be performed or satisfied by the Mortgage Loan Seller at or prior to the Closing Date, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer of the Mortgage Loans pursuant to this Agreement, any material adverse change in the financial condition of the Mortgage Loan Seller, executed by an executive officer of the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the Closing Date, upon which the Purchaser and the Principals may rely; (e) Powers of Attorney of the Mortgage Loan Seller, each in the form of Exhibit C hereto, for the Master Servicer and the Special Servicer, respectively; (f) Written opinions of counsel (which may include opinions of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan Seller, in form reasonably acceptable to counsel for the Purchaser and subject to such reasonable assumptions and qualifications as may be requested by counsel for the Mortgage Loan Seller and acceptable to counsel for the Purchaser, dated the Closing Date and addressed to the Purchaser and the Principals; (fg) Any other opinions of counsel for the Mortgage Loan Seller reasonably requested by any nationally recognized statistical rating organization engaged by the Purchaser in connection with the issuance of the Certificates, each of which shall include the Purchaser and the Principals as addressees; (i) A certificate of the senior executive officer of the Mortgage Loan Seller or the representative of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale of the Mortgage Loans, substantially in the form and substance acceptable to the Purchaser and the Mortgage Loan Seller set forth in Exhibit G hereto (a “Mortgage Loan Seller CEO Certification”) and dated as of the date of the Preliminary Prospectus, and (ii) a Mortgage Loan Seller CEO Certification dated as of the date of the Final Prospectus; and (hi) Such further certificates, opinions and documents as the Purchaser may reasonably request.