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 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 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 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 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 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. 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 for the Mortgage Loans to be purchased on each Closing Date shall consist of fully executed originals of the followingfollowing documents: 1. this Agreement (a) This Agreement and the Bill of Sale duly to be executed and delivered only for the initial Closing Date); 2. with respect to the initial Closing Date, the Custodial Agreement, dated as of the initial Cut-off Date; 3. the related Mortgage Loan Schedule, segregated by Mortgage Loan Package (one copy to be attached to the Purchaser Custodian’s counterpart of the Custodial Agreement in connection with the initial Closing Date, and one copy to be attached to the related Assignment and Conveyance as the Mortgage Loan SellerSchedule thereto); 4. a Custodian’s Certification, as required under the Custodial Agreement, in the form of Exhibit 2 to the Custodial Agreement; 5. with respect to the initial Closing Date, an Officer’s Certificate, in the form of Exhibit C hereto with respect to the Seller, including all attachments thereto; with respect to subsequent Closing Dates, an Officer’s Certificate upon request of the Purchaser; 6. with respect to the initial Closing Date, an Opinion of Counsel of the Seller (b) An officer’s certificate substantially who may be an employee of the Seller), generally in the form of Exhibit D hereto (“Opinion of Counsel of the Seller”); with respect to subsequent Closing Dates, an Opinion of Counsel of the Seller upon request of the Purchaser; 7. 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(s), if required; 8. a Security Release Certification, in the form of Exhibit E heretoor F, as applicable, hereto executed by the Secretary or an attesting secretary of the Mortgage Loan Sellerany person, 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 requested by the Mortgage Loan Seller at or prior to the Closing DatePurchaser, and (iii) since the date of this Agreement, there will not have been, immediately prior to the transfer if any of the Mortgage Loans pursuant have at any time been subject to this Agreementany security interest, pledge or hypothecation for the benefit of such person; 9. a certificate or other evidence of merger or change of name, signed or stamped by the applicable regulatory authority, if any material adverse change in the financial condition of the Mortgage Loan SellerLoans 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, executed by an executive officer of if applicable; 10. with respect to the Mortgage Loan Seller, on the Mortgage Loan Seller’s behalf and dated the initial Closing Date, upon which the Underwriting Guidelines to be attached hereto as Exhibit G and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance; 11. Assignment and Conveyance Agreement in the form of Exhibit H hereto, and all exhibits thereto; and 12. a MERS Report reflecting the Purchaser as Investor, the Custodian as custodian and no Person as Interim Funder for each MERS Designated Mortgage Loan. The Seller shall bear the Principals may rely; (e) Written opinions risk of counsel (which may include opinions loss 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 Documents until such time as they are received 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 requestits 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 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. (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 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) 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 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 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 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 (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 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 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 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), generally 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 of Exhibit 2 to the Custodial Agreement; and (o) no later than two (2) Business Days following the Closing Date, 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 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 of Exhibit 2 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 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 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 of Exhibit 2 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 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 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 or similar document, as required under 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 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 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 (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. (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 (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 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 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. 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 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.

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 On or before the initial Closing Documents Date, the Seller shall consist submit to the Purchaser fully executed originals of the followingfollowing documents: (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 Letter 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 9 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 10 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 11 hereto or an Escrow Account Letter Agreement in the form attached as Exhibit 12 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 1 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 15 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 2, 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 13 and with respect to each subsequent Closing Date, the Underwriting Guidelines to be attached to the related Assignment and Conveyance; (m) Assignment and Conveyance in the form of Exhibit 3 hereto, including all exhibits thereto; (n) a Custodian’s receipt, as required under the Custodial Agreement, in the form of Exhibit 3 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 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 Not later than 12:00 noon Pacific Standard Time on December 23, 2002, the following shall occur: 8.1 Seller shall deliver or cause to be delivered into Escrow the following, which will be undated and Escrow Agent will be given authority in the Escrow Instructions (as hereinafter defined) to insert the date of Closing in all relevant blanks: (i) A grant deed (“Grant Deed”), in the form attached hereto as Exhibit “F”, fully executed by Seller, conveying to Purchaser the Land and the Improvements, subject to the Permitted Title Exceptions; (ii) Two counterparts of a Limited Warranty ▇▇▇▇ of Sale and General Assignment (the “▇▇▇▇ of Sale”) in the form attached hereto as Exhibit “G” fully executed by Seller, assigning, conveying and transferring all of the Fixtures and Contract Documents to Purchaser; (iii) Evidence reasonably satisfactory to Purchaser and the Title Company that the person or persons executing the Closing documents on behalf of Seller have full right, power and authority to do so; (iv) Certificate of Non-Foreign Status in the form of Exhibit ”H” attached hereto, executed by Seller and a California Certificate Form 597 in the form of Exhibit ”I” attached hereto; (v) A reaffirmation of the warranties of Seller in Paragraph 13.1, subject to the limitation contained in Paragraph 13.1 on the duration of such warranties after Closing; Seller shall consist deliver to Purchaser and Escrow Agent on the date of Closing a written confirmation that the reaffirmation originally delivered by Seller remains true and correct; (vi) A counterpart of an agreement between Seller and Syratech terminating the Existing Lease, duly executed by Seller; (vii) If the Assumption Documents are then available for execution, any of the Assumption Documents which require execution by Seller; and (viii) Such other instruments as may be reasonably necessary to effect the conveyance of the Property in accordance with this Contract. 8.2 Not later than 12:00 noon on December 23, 2002, Purchaser shall deliver into Escrow the following: (ai) This Agreement The documents required by the Existing Lender to effect the assumption of the Existing Indebtedness by Purchaser, duly executed by Purchaser; (ii) Four counterparts of the Lease executed by Purchaser; (iii) If the Assumption Documents are then available for execution, any of the Assumption Documents which require execution by Purchaser; (iv) Evidence reasonably satisfactory to Seller that the person or persons executing the Lease and the Bill Closing documents on behalf of Sale Purchaser have full right, power and authority to do so; and (v) Such other instruments as may be reasonably necessary to effect the conveyance of the Property in accordance with this Contract. 8.3 Not later than 12:00 noon on December 23, 2002, Syratech shall deliver into Escrow the following: (i) four counterparts of the Lease, duly executed by Syratech; (ii) A counterpart of an agreement between Seller and Syratech terminating the Existing Lease, duly executed by Syratech; and (iii) Evidence reasonably satisfactory to Purchaser that the person or persons executing the Lease on behalf of Syratech have full right, power and authority to do so. 8.4 Not later than 12:00 noon on the date of Closing, Seller and Purchaser will do the following: (i) Purchaser, Seller and Syratech (or their respective attorneys) will execute and deliver to Escrow Agent escrow instructions (“Escrow Instructions”), which may be delivered by facsimile, confirming that all prior deliveries by each of them into the Escrow remain in full force and effect and unchanged and directing Escrow Agent to proceed with Closing in accordance with this Contract; (ii) Seller and Purchaser will execute and deliver counterparts of a Closing Statement (which may be delivered by facsimile); (iii) Seller and Purchaser will execute and deliver any of the Assumption Documents not previously executed and delivered; provided that the condition set forth in Paragraph 3.3 fo this Contract, requiring full execution and delivery of the Assumption Documents not later than the date of Closing, will not have been satisfied unless and until the Assumption Documents have also been executed and delivered by the Purchaser and Existing Lender to the Mortgage Loan Seller; (b) An officer’s certificate substantially in the form of Exhibit E hereto, executed extent required by the Secretary provisions thereof (or an attesting secretary the Existing Lender has otherwise given in written the approval of the Mortgage Loan SellerAssumption Documents required by Paragraph 3.3), 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 other requirements 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 Paragraph 3.3 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 Prospectusbeen satisfied; and (hiv) Such further certificatesPurchaser will deliver the Cash Balance of the Purchase Price, opinions by wire transfer of immediately available funds, adjusted in accordance with Paragraph 4 and documents as reduced by a credit for the Purchaser may reasonably requestDeposit; Escrow Agent will deliver the Deposit to Seller simultaneously with Closing.

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 At the closing Seller shall consist of the followingexecute and deliver to Purchaser: (a) This Agreement and an Assignment of the Bill rights of Sale duly executed and delivered by the Purchaser and lessees under the Mortgage Loan Seller;facility Lease. (b) An officer’s certificate substantially in the form certified copies of Exhibit E hereto, executed resolutions duly adopted by the Secretary or an attesting secretary Board of Directors and Shareholder of Seller authorizing the sale of the Mortgage Loan Seller, and dated the Closing Date, and upon which the Purchaser Assets and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents and all amendments, revisions, restatements and supplements thereof;performance by Seller of its obligations hereunder (c) A certificate an opinion of Seller's counsel, Frederick C. Veit, Esq. dated as of the closing date, in form and sub▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ory to Purchaser's counsel, stating such counsel's opinion that: (i) Corporation is duly organized, validly existing and in good standing regarding under the Mortgage Loan laws of New York; (ii) Seller has full power and authority, 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 Corporate Seller of its obligations hereunder have been duly authorized by the Board of Directors and Shareholder of Seller and no further action or approval is required in order to constitute this agreement as the binding obligation of Seller, dated 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 earlier than 30 days prior to and will not violate any provision of the Closing Date;Certificate of Incorporation or Bylaws of Seller; and (v) except as may be set forth in this agreement, such counsel is not representing Seller in any suit, action or proceeding against them which, if adversely determined, would prohibit the consummation of the transactions contemplated by this agreement, nor is Counsel aware of any other suits, actions, or proceedings which would affect this transaction. (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to the Purchaser in writingCertificate of Incorporation, Bylaws, filing receipts and other organizational documents of Seller; any bills, vouchers, and records showing the representations and warranties ownership 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 Assets used in the particular representation operations of Seller; and warranty) with the same effect as if made on the Closing Dateall other books of account, (ii) the Mortgage Loan Seller has, in all material respects, complied with all the agreements records 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 contracts 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 Restrictive Covenant as enumerated in Article Ten (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;10), (f) Any Statements executed by Seller, releasing and indemnifying Purchaser from any and all obligations and liabilities of Seller, 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 than those specifically assumed herein, (g) assignments of the Certificates, each rights and liabilities of which shall include lessees under the Equipment Contracts (h) a Bill of Sale and such other instruments and information in form an▇ ▇ubstance 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 Principals as addressees;Assets to be transferred under this agreement. (i) A certificate an agreement providing for Purchaser to use Seller's computer system and software for billing for a period of up to six months following the closing. (j) such other documents as may be reasonably required in accordance with the intent and purpose of this agreement. At the closing Seller shall deliver to Purchaser all keys for the 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 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 Seller or businesses. At the representative closing Purchaser shall execute and deliver to Seller: (i) an Assumption of the Mortgage Loan Seller directly responsible for the underwriting, origination and/or sale obligations of the Mortgage Loans, in lessees under the form facility Lease 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 Equipment Contracts. (ii) a Mortgage Loan reciprocal documentation and Counsel's opinion as listed in subparagraphs (b), (c ), (d) and (f) above. Except as expressly provided herein, Purchaser shall not be obligated to pay or perform any obligations or liabilities of Seller CEO Certification dated as 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 consummation 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 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 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 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 of Exhibit [__] 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 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 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 Seller shall have delivered or caused to be delivered to Buyer, or Buyer shall have otherwise received, on or before the Closing Documents shall consist of the followingDate, in a form reasonably satisfactory to Buyer: (a) This Agreement The Resort Ground Lease in the form attached hereto as Schedule 8.03(b), but with such additional provisions or grants of other interests, mortgages, commitments or agreements added thereto prior to the execution and delivery thereof by Buyer and Seller as may be necessary, in Buyer's reasonable judgment, to protect Buyer's leasehold estate established under the Bill of Sale duly executed and delivered Resort Ground Lease from being adversely affected by the Purchaser and the Mortgage Loan Seller;Sellers bankruptcy, insolvency, receivership or other financial distress. (b) An officer’s certificate substantially in the form of Exhibit E heretoowner's title insurance policy or commitments, executed by the Secretary or an attesting secretary of the Mortgage Loan Selleras applicable, and dated the Closing DateDate on such ALTA Forms as are reasonably acceptable to Buyer and its counsel with extended coverage guaranteeing over the standard exceptions to title customarily contained in such policies and the Endorsements, insuring (i) Buyer's leasehold interest under the Resort Ground Lease and (ii) all real estate that is the subject of any contracts, agreements or options to acquire real estate included in the Purchased Assets or the Resort Ground Lease, and upon which the Purchaser and the Principals may rely, attaching thereto as exhibits the Mortgage Loan Seller’s organizational documents (iii) any and all amendmentsreal estate owned by the Subsidiaries, revisionsissued by a title insurance company acceptable to Buyer, restatements at Buyer's expense, insuring such interests and/or such real property in the amount of at least $36 million containing only such Schedule B exceptions as are acceptable to Buyer; and supplements thereof;Seller shall have provided to the extent reasonably possible all statements, affidavits, and certificates which are customarily required of Seller by title insurance companies in order for the title insurance company to provide Buyer with the title insurance policies (and related endorsements) described in this Agreement, which Buyer shall exercise reasonable efforts to obtain. (c) A certificate Bills of good standing regarding sale, stock powers, assignments or other appropriate conveyance documents conveying all Purchased Assets to Buyer duly executed by Seller (Seller and Buyer hereby agreeing that neither the Mortgage Loan Sellerrepresentations and warranties nor the rights and remedies of any party hereunder shall be deemed to be enlarged, dated not earlier than 30 days prior modified or altered in any way by such Bills of Sale) together with all consents, waivers and authorizations of any person required in order to the Closing Datevalidly convey such Purchased Assets; (d) A certificate executed by an authorized officer certifying that (i) except as previously disclosed to Assignments of all Assigned Contracts identified in Schedule 1.07, together with all consents, waivers and authorizations of any person required for the Purchaser in writing, the representations and warranties valid assumption 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;Assigned Contracts. (e) Written opinions Certified copies of counsel (which may include opinions the authorization by Seller of in-house counsel, outside counsel or a combination thereof) for the Mortgage Loan sale of the Purchased Assets to Buyer in accordance with this Agreement and Seller, in form reasonably acceptable to counsel for the Purchaser 's execution 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 Principalsdelivery of this Agreement; (f) Any An affidavit, under penalty of perjury, indicating Seller's United States taxpayer identification number and stating that Seller are not a foreign person, in a form sufficient to exempt Buyer from the withholding provisions of Section 1445 of the Code; (g) A certificate of legal existence from the State of Utah for each of Seller and the Subsidiaries and incumbency certificates of Seller and the Subsidiaries, together with a certified copy of each of Seller's and the Subsidiaries' Operating Agreement and other opinions of counsel for organizational documents; (h) To the Mortgage Loan extent provided by Utah taxing authorities, a written statement from Utah taxing authorities certifying that the Seller reasonably requested by any nationally recognized statistical rating organization engaged by and the Purchaser in connection Subsidiaries have no past-due state income or employment tax liability, except such as will be satisfied at Closing with the issuance proceeds of the Certificates, each of which shall include the Purchaser and the Principals as addressees;sale; and (i) A certificate of the senior executive officer of the Mortgage Loan Seller Such other documents and certificates as are contemplated hereby 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 Buyer or its counsel 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, 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 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 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 of Exhibit 2 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.