Common use of Closing Clause in Contracts

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and. (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Securities and Exchange Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller and the Responsible Repurchase Party hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Securities and Exchange Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification of the Mortgage Loan Seller (the “Mortgage Loan Seller Sub-Certification”) ), a form of which is attached hereto as Exhibit F, to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation ABAB and such officer of the Mortgage Loan Seller shall have on behalf of the Mortgage Loan Seller (i) prior to the time of pricing of the Certificates, reconfirmed in writing (which writing may be in e-mail form) the statements made in the Mortgage Loan Seller Sub-Certification and (ii) prior to the delivery of the Prospectus to investors, reconfirmed in writing (which writing may be in e-mail form) as to the statements made in the Mortgage Loan Seller Sub-Certification. Each of the parties agrees to use its commercially reasonable best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of for the purchase and sale of each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans (the “Closing”) shall to be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, purchased on the each Closing Date. The Closing Date shall be subject to each of the following conditions: (i) All at least two Business Days prior to the related Closing Date, the Seller shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of under this Agreement and under the Interim Servicing Agreement (with respect to each Mortgage Loan, for an interim period, as specified therein) shall be true and correct in all material respects as of the related Closing Date (and no event shall have occurred which, with notice or as the passage of such other specific date expressly contemplated by any such representation time, would constitute a default under this Agreement or warranty)an Event of Default under the Interim Servicing Agreement; (iiiii) The Pooling and Servicing Agreement and the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all other closing documents as specified in Section 7 11 of this Agreement (collectively, the “Closing Documents”)Agreement, in such forms as are agreed upon and reasonably acceptable to the Purchaser andPurchaser, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereofhereof; (iiiiv) The Mortgage Loan the Seller shall have delivered and released to the Purchaser or its designee, Custodian all documents, funds and other assets documents required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this the Custodial Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;; and (v) All all other terms and conditions of this Agreement required to be complied with on or before and the Closing Date related Purchase Price and Terms Agreement shall have been complied with in all material respectswith. Subject to the foregoing conditions, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it pay to the Purchaser or otherwise Seller on the related Closing Date the Purchase Price, plus accrued interest pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 4 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness , by wire transfer of the Purchaser’s Registration Statement; and (x) Prior immediately available funds to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided account designated by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing DateSeller.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of for the purchase and sale of each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans (the “Closing”) shall to be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, purchased on the each Closing Date. The Closing Date shall be subject to each of the following conditions: (i) All at least two Business Days prior to the related Closing Date, the Seller shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Seller under this Agreement and of the Interim Servicer under the Interim Servicing Agreement (with respect to each Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement for an interim period, as specified therein) shall be true and correct in all material respects as of the related Closing Date (and no event shall have occurred which, with notice or as the passage of such other specific date expressly contemplated by any such representation time, would constitute a default under this Agreement or warranty)an Event of Default under the Interim Servicing Agreement; (iiiii) The Pooling and Servicing Agreement and the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all other closing documents as specified in Section 7 11 of this Agreement (collectively, the “Closing Documents”)Agreement, in such forms as are agreed upon and reasonably acceptable to the Purchaser andPurchaser, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereofhereof; (iiiiv) The Mortgage Loan the Seller shall have delivered and released to the Purchaser or its designee, Custodian all documents, funds and other assets documents required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this the Custodial Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;; and (v) All all other terms and conditions of this Agreement required to be complied with on or before and the Closing Date related Purchase Price and Terms Agreement shall have been complied with in all material respectswith. Subject to the foregoing conditions, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it pay to the Purchaser or otherwise Seller on the related Closing Date the Purchase Price, plus accrued interest pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 4 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness , by wire transfer of the Purchaser’s Registration Statement; and (x) Prior immediately available funds to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided account designated by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing DateSeller.

Closing. The closing of the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement specified herein shall be true and correct in all material respects as of the Closing Date, and the Aggregate Cut-off Date (or as Balance shall be within the range permitted by Section 1 of such other specific date expressly contemplated by any such representation or warranty)this Agreement; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement 8 (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary hereunder or thereunder)) and other documents to be delivered by or on behalf of the Purchaser, to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Certificate Administrator, the Purchaser or its the Purchaser’s designee, as the case may be, all documents, documents and funds and other assets required to be so delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement2; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller (or its designee) shall have received the Mortgage Loan Purchase Price, and the Mortgage Loan Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise as of the Closing Date pursuant to this Agreement;; and (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor and the Certificate Purchase Agreement shall not have been terminated in accordance with its their respective terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees agree to use its commercially their reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The (a) On the terms and subject to the conditions set forth in this Agreement, the closing of the sale of the Mortgage Loans Purchase (the “Closing”) will take place at the location specified in Schedule A, at the time and on the date set forth in Schedule A or as soon as practicable thereafter, or at such other place, time and date as shall be held agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.2, at the offices Closing the Company will deliver the Preferred Shares and the Warrant, in each case as evidenced by one or more certificates dated the Closing Date and bearing appropriate legends as hereinafter provided for, in exchange for payment in full of special counsel the Purchase Price by wire transfer of immediately available United States funds to a bank account designated by the Company on Schedule A. (c) The respective obligations of each of the Investor and the Company to consummate the Purchase are subject to the Purchaser at 10:00 a.m.fulfillment (or waiver by the Investor and the Company, New York City time, on as applicable) prior to the Closing Date. The Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Purchase shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit the purchase and sale of the Purchased Securities as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Purchase is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) All of (A) the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Company set forth in (x) Section 4 2.2(g) of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date, (y) Sections 2.2(a) through (f) shall be true and correct in all material respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (z) Sections 2.2(h) through (v) (disregarding all qualifications or limitations set forth in such representations and warranties as to “materiality”, “Company Material Adverse Effect” and words of similar import) shall be true and correct as though made on and as of the Closing Date (or other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct as of such other specific date expressly contemplated date), except to the extent that the failure of such representations and warranties referred to in this Section 1.2(d)(i)(A)(z) to be so true and correct, individually or in the aggregate, does not have and would not reasonably be expected to have a Company Material Adverse Effect and (B) the Company shall have performed in all material respects all obligations required to be performed by any such representation it under this Agreement at or warranty)prior to the Closing; (ii) The Pooling and Servicing Agreement and all other documents specified the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof1.2(d)(i) have been satisfied; (iii) The Mortgage Loan Seller the Company shall have delivered duly adopted and released filed with the Secretary of State of its jurisdiction of organization or other applicable Governmental Entity the amendments to its certificate or articles of incorporation, articles of association, or similar organizational document (“Charter”) in substantially the Purchaser or its designee, all documents, funds forms attached hereto as Annex A and other assets required to be delivered thereto on or before Annex B (the Closing Date pursuant to Section 2 “Certificates of this AgreementDesignations”) and such filing shall have been accepted; (iv) The result (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers shall have duly consented in writing to such changes), as may be necessary, during the period that the Investor owns any examination debt or equity securities of the Mortgage Files forCompany acquired pursuant to this Agreement or the Warrant, in order to comply with Section 111(b) of the Emergency Economic Stabilization Act of 2008 (“EESA”) as implemented by guidance or regulation thereunder that has been issued and is in effect as of the Closing Date, and any other documents and records relating to, (B) the Mortgage Loans performed by or Investor shall have received a certificate signed on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory Company by a senior executive officer certifying to the Purchaser effect that the condition set forth in its reasonable determinationSection 1.2(d)(iv)(A) has been satisfied; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller Company’s Senior Executive Officers shall have delivered to the Investor a written waiver in the form attached hereto as Annex C releasing the Investor from any claims that such Senior Executive Officers may otherwise have as a result of the issuance, on or prior to the Closing Date, of any regulations which require the modification of, and the Purchaser shall have agreement of the ability Company hereunder to comply modify, the terms of any Benefit Plans with all terms respect to its Senior Executive Officers to eliminate any provisions of such Benefit Plans that would not be in compliance with the requirements of Section 111(b) of the EESA as implemented by guidance or regulation thereunder that has been issued and conditions and perform all duties and obligations required to be complied with or performed by it after is in effect as of the Closing Date; (vi) The Mortgage Loan Seller the Company shall have paid all fees and expenses payable by it delivered to the Purchaser or otherwise pursuant Investor a written opinion from counsel to this Agreementthe Company (which may be internal counsel), addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex D; (vii) The Mortgage Loan Seller the Company shall have received delivered certificates in proper form or, with the purchase price for prior consent of the Mortgage LoansInvestor, as contemplated by Section 1 evidence of this Agreement;shares in book-entry form, evidencing the Preferred Shares to Investor or its designee(s); and (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement Company shall have been terminated duly executed the Warrant in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending substantially the effectiveness of the Purchaser’s Registration Statement; and (x) Prior form attached hereto as Annex E and delivered such executed Warrant to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use Investor or its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Datedesignee(s).

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third third-party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification of the Mortgage Loan Seller (the “Mortgage Loan Seller Sub-Certification”) ), a form of which is attached hereto as Exhibit F, to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation ABAB and such officer of the Mortgage Loan Seller shall have on behalf of the Mortgage Loan Seller (i) prior to the time of pricing of the Certificates, reconfirmed in writing (which writing may be in e-mail form) the statements made in the Mortgage Loan Seller Sub-Certification and (ii) prior to the delivery of the Prospectus to investors, reconfirmed in writing (which writing may be in e-mail form) as to the statements made in the Mortgage Loan Seller Sub-Certification. Each of the parties agrees to use its commercially reasonable best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of for the purchase and sale of each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans (the “Closing”) shall to be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, purchased on the each Closing Date. The Closing Date shall be subject to each of the following conditions: (i) All at least two Business Days prior to the related Closing Date, the Seller shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Seller under this Agreement and of the Interim Servicer under the Interim Servicing Agreement (with respect to each Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement for an interim period, as specified therein) shall be true and correct in all material respects as of the related Closing Date (and no event shall have occurred which, with notice or as the passage of such other specific date expressly contemplated by any such representation time, would constitute a default under this Agreement or warranty)an Event of Default under the Interim Servicing Agreement; (iiiii) The Pooling and Servicing Agreement and the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all other closing documents as specified in Section 7 11 of this Agreement (collectively, the “Closing Documents”)Agreement, in such forms as are agreed upon and reasonably acceptable to the Purchaser andPurchaser, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereofhereof; (iiiiv) The Mortgage Loan the Seller shall have delivered and released to the Purchaser or its designee, Custodian all documents, funds and other assets documents required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;; and (v) All all other terms and conditions of this Agreement required to be complied with on or before and the Closing Date related Purchase Price and Terms Agreement shall have been complied with in all material respectswith. Subject to the foregoing conditions, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it pay to the Purchaser or otherwise Seller on the related Closing Date the Purchase Price, plus accrued interest pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 4 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness , by wire transfer of the Purchaser’s Registration Statement; and (x) Prior immediately available funds to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided account designated by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing DateSeller.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of each of the Mortgage Loan Seller and the Purchaser Liberty Island Group made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller either Responsible Repurchase Party hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan SellerSeller and Liberty Island Group, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Securities and Exchange Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The (a) On the terms and subject to the conditions set forth in this Agreement, the closing of the sale of the Mortgage Loans Purchase (the “Closing”) will take place at the location specified in Schedule A, at the time and on the date set forth in Schedule A or as soon as practicable thereafter, or at such other place, time and date as shall be held agreed between the Company and the Investor. The time and date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. (b) Subject to the fulfillment or waiver of the conditions to the Closing in this Section 1.2, at the offices Closing the Company will deliver the Preferred Shares and the Warrant, in each case as evidenced by one or more certificates dated the Closing Date and bearing appropriate legends as hereinafter provided for, in exchange for payment in full of special counsel the Purchase Price by wire transfer of immediately available United States funds to a bank account designated by the Company on Schedule A. (c) The respective obligations of each of the Investor and the Company to consummate the Purchase are subject to the Purchaser at 10:00 a.m.fulfillment (or waiver by the Investor and the Company, New York City time, on as applicable) prior to the Closing Date. The Closing of the conditions that (i) any approvals or authorizations of all United States and other governmental, regulatory or judicial authorities (collectively, “Governmental Entities”) required for the consummation of the Purchase shall have been obtained or made in form and substance reasonably satisfactory to each party and shall be in full force and effect and all waiting periods required by United States and other applicable law, if any, shall have expired and (ii) no provision of any applicable United States or other law and no judgment, injunction, order or decree of any Governmental Entity shall prohibit the purchase and sale of the Purchased Securities as contemplated by this Agreement. (d) The obligation of the Investor to consummate the Purchase is also subject to the fulfillment (or waiver by the Investor) at or prior to the Closing of each of the following conditions: (i) All of (A) the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Company set forth in (x) Section 4 2.2(g) of this Agreement shall be true and correct in all respects as though made on and as of the Closing Date, (y) Sections 2.2(a) through (f) shall be true and correct in all material respects as though made on and as of the Closing Date (other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct in all material respects as of such other date) and (z) Sections 2.2(h) through (v) (disregarding all qualifications or limitations set forth in such representations and warranties as to “materiality”, “Company Material Adverse Effect” and words of similar import) shall be true and correct as though made on and as of the Closing Date (or other than representations and warranties that by their terms speak as of another date, which representations and warranties shall be true and correct as of such other specific date expressly contemplated date), except to the extent that the failure of such representations and warranties referred to in this Section 1.2(d)(i)(A)(z) to be so true and correct, individually or in the aggregate, does not have and would not reasonably be expected to have a Company Material Adverse Effect and (B) the Company shall have performed in all material respects all obligations required to be performed by any such representation it under this Agreement at or warranty)prior to the Closing; (ii) The Pooling and Servicing Agreement and all other documents specified the Investor shall have received a certificate signed on behalf of the Company by a senior executive officer certifying to the effect that the conditions set forth in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof1.2(d)(i) have been satisfied; (iii) The Mortgage Loan Seller the Company shall have delivered duly adopted and released filed with the Secretary of State of its jurisdiction of organization or other applicable Governmental Entity the amendment to its certificate or articles of incorporation, articles of association, or similar organizational document (“Charter”) in substantially the Purchaser or its designee, all documents, funds form attached hereto as Annex A (the “Certificate of Designations”) and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreementsuch filing shall have been accepted; (iv) The result (A) the Company shall have effected such changes to its compensation, bonus, incentive and other benefit plans, arrangements and agreements (including golden parachute, severance and employment agreements) (collectively, “Benefit Plans”) with respect to its Senior Executive Officers (and to the extent necessary for such changes to be legally enforceable, each of its Senior Executive Officers shall have duly consented in writing to such changes), as may be necessary, during the period that the Investor owns any examination debt or equity securities of the Mortgage Files forCompany acquired pursuant to this Agreement or the Warrant, in order to comply with Section 111(b) of the Emergency Economic Stabilization Act of 2008 (“EESA”) as implemented by guidance or regulation thereunder that has been issued and is in effect as of the Closing Date, and any other documents and records relating to, (B) the Mortgage Loans performed by or Investor shall have received a certificate signed on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory Company by a senior executive officer certifying to the Purchaser effect that the condition set forth in its reasonable determinationSection 1.2(d)(iv)(A) has been satisfied; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller Company’s Senior Executive Officers shall have delivered to the Investor a written waiver in the form attached hereto as Annex B releasing the Investor from any claims that such Senior Executive Officers may otherwise have as a result of the issuance, on or prior to the Closing Date, of any regulations which require the modification of, and the Purchaser shall have agreement of the ability Company hereunder to comply modify, the terms of any Benefit Plans with all terms respect to its Senior Executive Officers to eliminate any provisions of such Benefit Plans that would not be in compliance with the requirements of Section 111(b) of the EESA as implemented by guidance or regulation thereunder that has been issued and conditions and perform all duties and obligations required to be complied with or performed by it after is in effect as of the Closing Date; (vi) The Mortgage Loan Seller the Company shall have paid all fees and expenses payable by it delivered to the Purchaser or otherwise pursuant Investor a written opinion from counsel to this Agreementthe Company (which may be internal counsel), addressed to the Investor and dated as of the Closing Date, in substantially the form attached hereto as Annex C; (vii) The Mortgage Loan Seller the Company shall have received delivered certificates in proper form or, with the purchase price for prior consent of the Mortgage LoansInvestor, as contemplated by Section 1 evidence of this Agreement;shares in book-entry form, evidencing the Preferred Shares to Investor or its designee(s); and (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement Company shall have been terminated duly executed the Warrant in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending substantially the effectiveness of the Purchaser’s Registration Statement; and (x) Prior form attached hereto as Annex D and delivered such executed Warrant to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use Investor or its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Datedesignee(s).

Closing. The closing of for the purchase and sale of each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans (the “Closing”) shall to be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, purchased on the each Closing Date. The Closing Date shall be subject to each of the following conditions: (i) All at least two Business Days prior to the related Closing Date, the Seller shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of under this Agreement and of the Originator under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct in all material respects as of the related Closing Date (and no event shall have occurred which, with notice or as the passage of such other specific date expressly contemplated by any such representation time, would constitute a default under this Agreement or warranty)an Event of Default under the Servicing Agreement; (iiiii) The Pooling and Servicing Agreement and the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all other closing documents as specified in Section 7 11 of this Agreement (collectively, the “Closing Documents”)Agreement, in such forms as are agreed upon and reasonably acceptable to the Purchaser andPurchaser, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereofhereof; (iiiiv) The Mortgage Loan the Seller shall have delivered and released to the Purchaser or its designee, Custodian all documents, funds and other assets documents required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this the Custodial Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;; and (v) All all other terms and conditions of this Agreement required to be complied with on or before and the Closing Date related Purchase Price and Terms Agreement shall have been complied with in all material respectswith. Subject to the foregoing conditions, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it pay to the Purchaser or otherwise Seller on the related Closing Date the Purchase Price, plus accrued interest pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 4 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness , by wire transfer of the Purchaser’s Registration Statement; and (x) Prior immediately available funds to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided account designated by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing DateSeller.

Closing. The closing of the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement specified herein shall be true and correct in all material respects as of the Closing Date, and the Aggregate Cut-off Date (or as Balance shall be within the range permitted by Section 1 of such other specific date expressly contemplated by any such representation or warranty)this Agreement; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement 8 (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary hereunder or thereunder)) and other documents to be delivered by or on behalf of the Purchaser, to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Certificate Administrator, the Purchaser or its the Purchaser’s designee, as the case may be, all documents, documents and funds and other assets required to be so delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement2; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have received the Mortgage Loan Purchase Price, and the Mortgage Loan Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise as of the Closing Date pursuant to this Agreement;; and (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor and the Certificate Purchase Agreement shall not have been terminated in accordance with its their respective terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees agree to use its commercially their reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller Seller, BCHI and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller or BCHI hereunder or the rights of the Mortgage Loan Seller or BCHI as a third party beneficiary thereunder), to the Mortgage Loan SellerSeller or BCHI, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. [Reserved.] Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller Seller, Société Générale and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller or Société Générale hereunder or the rights of the Mortgage Loan Seller or Société Générale as a third party beneficiary thereunder), to the Mortgage Loan SellerSeller or Société Générale, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement specified herein shall be true and correct in all material respects as of the Closing Date, and the Aggregate Cut-off Date (or as Balance shall be within the range permitted by Section 1 of such other specific date expressly contemplated by any such representation or warranty)this Agreement; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement 8 (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary hereunder or thereunder)) and other documents to be delivered by or on behalf of the Purchaser, to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Certificate Administrator, the Purchaser or its the Purchaser’s designee, as the case may be, all documents, documents and funds and other assets required to be so delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement2; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller (or its designee) shall have received the Mortgage Loan Purchase Price, and the Mortgage Loan Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise as of the Closing Date pursuant to this Agreement;; and (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor and the Certificate Purchase Agreement shall not have been terminated in accordance with its their respective terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees agree to use its commercially their reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Securities and Exchange Commission shall not have issued any stop order suspending the effectiveness of the PurchaserWFCMSI’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of for the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, take place on the related Closing Date. The closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject to each of the following conditions: (ia) All at least two (2) Business Days prior to the related Closing Date, the Seller shall deliver to the Purchaser a magnetic diskette, or transmit by modem or e-mail, a listing on a loan-level basis of the information contained in the Mortgage Loan Schedule; (b) all of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of under this Agreement shall be true and correct in all material respects as of the related Closing Date (or or, with respect to representations and warranties made as of a date other than the related Closing Date, as of such other specific date expressly contemplated by any such representation date, and no event shall have occurred which, with notice or warranty)the passage of time, would constitute a default under this Agreement; (iic) The Pooling and Servicing Agreement and the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”)closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser andPurchaser, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereofhereof; (iiid) The Mortgage Loan the Seller shall have received, or the Seller's attorneys shall have received in escrow, all closing documents, in such forms as are agreed upon and acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the terms hereof; (e) the Seller shall have delivered and released to the Purchaser (or its designee, ) on or prior to the related Closing Date all documents, funds and other assets documents required to be delivered thereto on or before the Closing Date and released pursuant to Section 2 the terms of this Agreement;; and (ivf) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All all other terms and conditions of this Agreement required to be complied with on or before Agreement, the Closing Date related Purchase Price and Terms Letter and the related Assignment and Conveyance shall have been materially complied with in all material respectswith. Subject to the foregoing conditions, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it pay to the Purchaser or otherwise Seller on the related Closing Date the Purchase Price pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 2.02 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness , by wire transfer of the Purchaser’s Registration Statement; and (x) Prior immediately available funds to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided account designated by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing DateSeller.

Closing. The closing of for the purchase and sale of each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser’s option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans (the “Closing”) shall to be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, purchased on the each Closing Date. The Closing Date shall be subject to each of the following conditions: (i) All at least two Business Days prior to the related Closing Date, the Seller shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Seller under this Agreement and of the Interim Servicer under the Interim Servicing Agreement (with respect to each Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement for an interim period, as specified therein) shall be true and correct in all material respects as of the related Closing Date (and no event shall have occurred which, with notice or as the passage of such other specific date expressly contemplated by any such representation time, would constitute a default under this Agreement or warranty)an Event of Default under the Interim Servicing Agreement; (iiiii) The Pooling and Servicing Agreement and the Purchaser shall have received, or the Purchaser’s attorneys shall have received in escrow, all other closing documents as specified in Section 7 11 of this Agreement (collectively, the “Closing Documents”)Agreement, in such forms as are agreed upon and reasonably acceptable to the Purchaser andPurchaser, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereofhereof; (iiiiv) The Mortgage Loan the Seller shall have delivered and released to the Purchaser or its designee, Custodian all documents, funds and other assets documents required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this the Custodial Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;; and (v) All all other terms and conditions of this Agreement required to be complied with on or before and the Closing Date related Purchase Price and Terms Agreement shall have been complied with in all material respectswith. Subject to the foregoing conditions, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it pay to the Purchaser or otherwise Seller on the related Closing Date the Purchase Price, plus accrued interest pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 4 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness , by wire transfer of the Purchaser’s Registration Statement; and (x) Prior immediately available funds to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided account designated by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing DateSeller.

Closing. The closing of the sale of the Mortgage Loans (the “"Closing”") shall be held at the offices of special counsel to the Purchaser Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty)Date; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “"Closing Documents”"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunderhereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The the Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement;1; and (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller Seller, FBRT and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller or FBRT hereunder or the rights of the Mortgage Loan Seller or FBRT as a third party beneficiary thereunder), to the Mortgage Loan SellerSeller or FBRT, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.the

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “"Closing”") shall be held at the offices of special counsel to the Purchaser ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement specified herein shall be true and correct in all material respects as of the Closing Date, and the Aggregate Cut-off Date (or as Balance shall be within the range permitted by Section 1 of such other specific date expressly contemplated by any such representation or warranty)this Agreement; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement 8 (collectively, the “"Closing Documents”"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan SellerPurchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Trustee, the Purchaser or its the Purchaser's designee, as the case may be, all documents, documents and funds and other assets required to be so delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement2; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable sole determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement;; and (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the Both parties agrees agree to use its commercially reasonable their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and. (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-sub- certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “"Closing”") shall be held at the offices of special counsel to the Purchaser Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (ia) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser Additional Party set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement, and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement Agreement, shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty)Date; (iib) The Insofar as it affects the obligations of the Seller hereunder, the Pooling and Servicing Agreement shall be in a form mutually acceptable to the Purchaser and all other the Seller; (c) All documents specified in Section 7 8 of this Agreement (collectively, the “"Closing Documents”"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan SellerPurchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiid) The Mortgage Loan Seller shall have delivered and released to the Purchaser Trustee (or a Custodian on its designeebehalf), the Master Servicer and the Special Servicer all documents, documents and funds and other assets required to be delivered thereto on or before to the Closing Date Trustee, the Master Servicer and the Special Servicer, respectively, pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser Additional Party shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vif) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement;; and (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viiig) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the All parties agrees hereto agree to use its commercially reasonable their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement specified herein shall be true and correct in all material respects as of the Closing Date, and the Aggregate Cut-off Date (or as Balance shall be within the range permitted by Section 1 of such other specific date expressly contemplated by any such representation or warranty)this Agreement; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement 8 (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary hereunder or thereunder)) and other documents to be delivered by or on behalf of the Purchaser, to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Certificate Administrator, the Purchaser or its the Purchaser’s designee, as the case may be, all documents, documents and funds and other assets required to be so delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement2; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have received the Mortgage Loan Purchase Price, and the Mortgage Loan Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise as of the Closing Date pursuant to this Agreement;; and (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor and the Certificate Purchase Agreement shall not have been terminated in accordance with its their respective terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees agree to use its commercially their reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “"Closing”") shall be held at the offices of special counsel to the Purchaser ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement specified herein shall be true and correct in all material respects as of the Closing Date, and the Aggregate Cut-off Date (or as Balance shall be within the range permitted by Section 1 of such other specific date expressly contemplated by any such representation or warranty)this Agreement; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement 8 (collectively, the “"Closing Documents”"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan SellerPurchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Trustee, the Purchaser or its the Purchaser's designee, as the case may be, all documents, documents and funds and other assets required to be so delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement2; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable sole determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement;; and (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the Both parties agrees agree to use its commercially reasonable their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of for the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, take place on the related Closing Date. The closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject to each of the following conditions: (ia) All at least two (2) Business Days prior to the related Closing Date, the Seller shall deliver to the Purchaser a magnetic diskette, or transmit by modem or e-mail, a listing on a loan-level basis of the information contained in the Mortgage Loan Schedule; (b) all of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of under this Agreement shall be true and correct in all material respects as of the related Closing Date (or or, with respect to representations and warranties made as of a date other than the related Closing Date, as of such other specific date expressly contemplated by any such representation date, and no event shall have occurred which, with notice or warranty)the passage of time, would constitute a default under this Agreement; (iic) The Pooling and Servicing Agreement and the Purchaser shall have received, or the Purchaser’s attorneys shall have received in escrow, all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”)closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser andPurchaser, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereofhereof; (iiid) The Mortgage Loan the Seller shall have received, or the Seller’s attorneys shall have received in escrow, all closing documents, in such forms as are agreed upon and acceptable to the Seller, duly executed by all signatories other than the Seller as required pursuant to the terms hereof; (e) the Seller shall have delivered and released to the Purchaser (or its designee, ) on or prior to the related Closing Date all documents, funds and other assets documents required to be delivered thereto on or before the Closing Date and released pursuant to Section 2 the terms of this Agreement;; and (ivf) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All all other terms and conditions of this Agreement required to be complied with on or before Agreement, the Closing Date related Purchase Price and Terms Letter and the related Assignment and Conveyance shall have been materially complied with in all material respectswith. Subject to the foregoing conditions, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it pay to the Purchaser or otherwise Seller on the related Closing Date the Purchase Price pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 2.02 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness , by wire transfer of the Purchaser’s Registration Statement; and (x) Prior immediately available funds to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided account designated by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing DateSeller.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller Seller, BCHI and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller or BCHI hereunder or the rights of the Mortgage Loan Seller or BCHI as a third party beneficiary thereunder), to the Mortgage Loan SellerSeller or BCHI, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “"Closing”") shall be held at the offices of special counsel to the Purchaser Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019 at 10:00 a.m., New York City time▇▇▇▇ ▇▇▇▇ ▇▇▇▇, on the Closing Date▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty)Date; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “"Closing Documents”"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunderhereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The the Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement;1; and (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇ LLP, ▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement specified herein shall be true and correct in all material respects as of the Closing Date, and the Aggregate Cut-off Date (or as Balance shall be within the range permitted by Section 1 of such other specific date expressly contemplated by any such representation or warranty)this Agreement; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement 8 (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary hereunder or thereunder)) and other documents to be delivered by or on behalf of the Purchaser, to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Custodian, the Master Servicer, the Certificate Administrator, the Purchaser or its the Purchaser’s designee, as the case may be, all documents, documents and funds and other assets required to be so delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement2; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have received the Mortgage Loan Purchase Price, and the Mortgage Loan Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise as of the Closing Date pursuant to this Agreement;; and (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees agree to use its commercially their reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser Cadwalader, W▇▇▇▇▇▇▇▇▇ & T▇▇▇ LLP, 2▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement1; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Securities and Exchange Commission shall not have issued any stop order suspending the effectiveness of the PurchaserWFCMSI’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m.Cadwalader, Wickersham & Taft LLP, One World F▇▇▇▇▇▇▇▇ ▇ent▇▇, New York City timeYo▇▇, on the ▇▇ ▇▇▇▇▇ ▇▇ ▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇he Closing Date. The Closing obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditionsconditions on or prior to the Closing Date: (ia) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date (or Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such other specific date expressly contemplated by any such representation or warranty);specified date. (iib) The Pooling and Servicing Agreement and all other documents All Closing Documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”)Agreement, in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller Purchaser, as a third party beneficiary thereunder), to the Mortgage Loan Sellerapplicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof;. (iiic) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, designee all documents, funds and other assets documents required to be delivered thereto on or before to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement;. (ivd) The result of any the examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans audit performed by or on behalf of the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in its reasonable determination;their sole determination and the parties shall have agreed to the form and contents of the Loan Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date;. (vif) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise pursuant to this Agreement;cancelled the Closing Date. (viii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Loans pursuant to Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation ABhereof. Each of the parties party agrees to use its commercially reasonable best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “"Closing”") shall be held at the offices of special counsel to the Purchaser at 10:00 a.m.Sidley Austin LLP, New York 787 Seventh Avenue, N▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ ▇▇ ▇▇:▇▇ ▇.▇., ▇▇▇ ▇ork City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty)Date; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “"Closing Documents”"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunderhereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The the Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement;1; and (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of each of the Mortgage Loan Seller and the Purchaser LCFH made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller or LCFH hereunder or the rights of the Mortgage Loan Seller or LCFH as a third party beneficiary thereunder), to the Mortgage Loan SellerSeller and LCFH, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Securities and Exchange Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement specified herein shall be true and correct in all material respects as of the Closing Date, and the Aggregate Cut-off Date (or as Balance shall be within the range permitted by Section 1 of such other specific date expressly contemplated by any such representation or warranty)this Agreement; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement 8 (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary hereunder or thereunder)) and other documents to be delivered by or on behalf of the Purchaser, to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Certificate Administrator, the Purchaser or its the Purchaser’s designee, as the case may be, all documents, documents and funds and other assets required to be so delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement2; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have received the Mortgage Loan Purchase Price, and the Mortgage Loan Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise as of the Closing Date pursuant to this Agreement;; and (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees agree to use its commercially their reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The Each closing of for the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, take place on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on each Closing Date shall be subject to each of the following conditions: (i) All at least two Business Days prior to the related Closing Date, the Seller shall deliver to the Purchaser via electronic medium acceptable to the Purchaser, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on the related Closing Date (including accrued interest), and prepare the related Mortgage Loan Schedule; (ii) all of the representations and warranties of the Mortgage Loan Seller under this Agreement and the Purchaser made pursuant to Section 4 of this Interim Servicing Agreement shall be true and correct in all material respects as of the related Closing Date (and no event shall have occurred which, with notice or as the passage of such other specific date expressly contemplated by any such representation or warranty)time, would constitute a default under this Agreement; (iiiii) The Pooling and Servicing Agreement and the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all other closing documents as specified in Section 7 11 of this Agreement (collectively, the “Closing Documents”)Agreement, in such forms as are agreed upon and reasonably acceptable to the Purchaser andPurchaser, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereofhereof; (iiiiv) The Mortgage Loan the Seller shall have delivered and released to the Purchaser or its designee, Custodian all documents, funds and other assets documents required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;6.03 hereof; and (v) All all other terms and conditions of this Agreement required to be complied with on or before and the Closing Date related Purchase Price and Terms Agreement shall have been complied with in all material respectswith. Subject to the foregoing conditions, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it pay to the Purchaser or otherwise Seller on the related Closing Date the Purchase Price, plus accrued interest pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 4 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness , by wire transfer of the Purchaser’s Registration Statement; and (x) Prior immediately available funds to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided account designated by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing DateSeller.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller and the Responsible Repurchase Party hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and. (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser Sidley Austin LLP, ▇▇▇ ▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement specified herein shall be true and correct in all material respects as of the Closing Date, and the Aggregate Cut-off Date (or as Balance shall be within the range permitted by Section 1 of such other specific date expressly contemplated by any such representation or warranty)this Agreement; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement 8 (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary hereunder or thereunder)) and other documents to be delivered by or on behalf of the Purchaser, to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Certificate Administrator, the Purchaser or its the Purchaser’s designee, as the case may be, all documents, documents and funds and other assets required to be so delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement2; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller (or its designee) shall have received the Mortgage Loan Purchase Price, and the Mortgage Loan Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise as of the Closing Date pursuant to this Agreement;; and (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor and the Certificate Purchase Agreement shall not have been terminated in accordance with its their respective terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees agree to use its commercially their reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller Seller, each of the LC Guarantors and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller or any of the LC Guarantors hereunder or the rights of the Mortgage Loan Seller or any of the LC Guarantors as a third party beneficiary thereunder), to the Mortgage Loan SellerSeller or any of the LC Guarantors, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement specified herein shall be true and correct in all material respects as of the Closing Date, and the Aggregate Cut-off Date (or as Balance shall be within the range permitted by Section 1 of such other specific date expressly contemplated by any such representation or warranty)this Agreement; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement 8 (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary hereunder or thereunder)) and other documents to be delivered by or on behalf of the Purchaser, to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Certificate Administrator, the Purchaser or its the Purchaser’s designee, as the case may be, all documents, documents and funds and other assets required to be so delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement2; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have received the Mortgage Loan Purchase Price, and the Mortgage Loan Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise as of the Closing Date pursuant to this Agreement;; and (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement, the Certificate Purchase Agreement nor the Loan-Specific Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees agree to use its commercially their reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller Seller, BSPRT and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller and BSPRT hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Securities and Exchange Commission shall not have issued any stop order suspending the effectiveness of the PurchaserRBSCF’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “"Closing”") shall be held at the offices of special counsel to the Purchaser at 10:00 a.m.Cadwalader, New York City timeWickersham & Taft LLP, on Charlotte, ▇▇▇▇▇ ▇▇▇▇lin▇ ▇▇ the Closing Date. The Closing shall be subject to each of the following conditions: (ia) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty)Date; (iib) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder) and all other documents specified in Section 7 6 of this Agreement (collectively, the “"Closing Documents”"), in such forms as are agreed upon and reasonably acceptable to the Purchaser andPurchaser, the Seller, the Underwriters and their respective counsel in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Sellertheir reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiic) The Mortgage Loan Seller shall have delivered and released to the Purchaser Trustee (or a Custodian on its designeebehalf) and the Master Servicer, respectively, all documents, funds and other assets documents represented to have been or required to be delivered thereto on or before to the Closing Date Trustee and the Master Servicer pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (vd) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller respects and the Purchaser Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vie) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, Agreement as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration StatementClosing Date; and (xf) Prior A letter from the independent accounting firm of KPMG LLP or Ernst & Young LLP, as applicable, in form satisfactory to the delivery of the Preliminary Prospectus Purchaser, relating to investors, an officer of certain information regarding the Mortgage Loan Seller shall have delivered to Loans and Certificates as set forth in the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities Prospectus and Exchange Commission pursuant to Regulation ABProspectus Supplement, respectively. Each of the Both parties agrees agree to use its commercially reasonable their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, NY 1028▇ ▇▇ ▇:▇▇ a.m., ▇ew Yor▇ ▇▇▇▇, ▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. ▇▇▇ obligation of the Seller and the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing to close shall be subject to the satisfaction of each of the following conditionsconditions on or prior to the Closing Date: (ia) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date (or Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such other specific date expressly contemplated by any such representation or warranty);specified date. (iib) The Pooling and Servicing Agreement and all other documents All Closing Documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”)Agreement, in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller Purchaser, as a third party beneficiary thereunder), to the Mortgage Loan Sellerapplicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof;. (iiic) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, designee all documents, funds and other assets documents required to be delivered thereto on or before to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement;. (ivd) The result of any the examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans audit performed by or on behalf of the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in its reasonable determination;their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date;. (vif) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise pursuant to this Agreement;cancelled the Closing Date. (viii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Loans pursuant to Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation ABhereof. Each of the parties party agrees to use its commercially reasonable best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller and the Responsible Repurchase Party hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement specified herein shall be true and correct in all material respects as of the Closing Date, and the Aggregate Cut-off Date (or as Balance shall be within the range permitted by Section 1 of such other specific date expressly contemplated by any such representation or warranty)this Agreement; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement 8 (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary hereunder or thereunder)) and other documents to be delivered by or on behalf of the Purchaser, to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Certificate Administrator, the Purchaser or its the Purchaser’s designee, as the case may be, all documents, documents and funds and other assets required to be so delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement2; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have received the Mortgage Loan Purchase Price, and the Mortgage Loan Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise as of the Closing Date pursuant to this Agreement;; and (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees agree to use its commercially their reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “"Closing”") shall be held at the offices of special counsel to the Purchaser at 10:00 a.m.Cadwalader, New York City timeWickersham & Taft LLP, Charlotte, North Carolina on the Closing Date. The ▇▇e Closing shall be subject to each of the following conditions: (ia) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty)Date; (iib) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder) and all other documents specified in Section 7 6 of this Agreement (collectively, the “"Closing Documents”"), in such forms as are agreed upon and reasonably acceptable to the Purchaser andPurchaser, the Seller, the Underwriters, the Initial Purchasers and their respective counsel in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Sellertheir reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiic) The Mortgage Loan Seller shall have delivered and released to the Purchaser Trustee (or a Custodian on its designeebehalf) and the Master Servicer, respectively, all documents, funds and other assets documents represented to have been or required to be delivered thereto on or before to the Closing Date Trustee and the Master Servicer pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (vd) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller respects and the Purchaser Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vie) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, Agreement as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration StatementClosing Date; and (xf) Prior A letter shall have been received from the independent accounting firm of KPMG LLP in form satisfactory to the delivery of the Preliminary Prospectus Purchaser, relating to investors, an officer of certain information regarding the Mortgage Loan Seller shall have delivered to Loans and Certificates as set forth in the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities Prospectus and Exchange Commission pursuant to Regulation ABProspectus Supplement, respectively. Each of the Both parties agrees agree to use its commercially reasonable their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller and the Responsible Repurchase Party hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Securities and Exchange Commission shall not have issued any stop order suspending the effectiveness of the PurchaserWFCMSI’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of for the purchase and sale of each Mortgage Loan Package shall take place on the related Closing Date. At both the Purchaser's and Seller's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans (the “Closing”) shall to be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, purchased on the each Closing Date. The Closing Date shall be subject to each of the following conditions: (i) All at least two Business Days prior to the related Closing Date, the Seller shall deliver to the Purchaser in a mutually acceptable electronic format a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Seller under this Agreement and of the Interim Servicer under the Interim Servicing Agreement (with respect to each Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement for an interim period, as specified therein) shall be true and correct in all material respects as of the related Closing Date (and no event shall have occurred which, with notice or as the passage of such other specific date expressly contemplated by any such representation time, would constitute a default under this Agreement or warranty)an Event of Default under the Interim Servicing Agreement; (iiiii) The Pooling and Servicing Agreement and the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all other closing documents as specified in Section 7 11 of this Agreement (collectively, the “Closing Documents”)Agreement, in such forms as are agreed upon and reasonably acceptable to the Purchaser andPurchaser, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereofhereof; (iiiiv) The Mortgage Loan the Seller shall have delivered and released to the Purchaser or its designee, Custodian all documents, funds and other assets documents required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this the Custodial Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;; and (v) All all other terms and conditions of this Agreement required to be complied with on or before and the Closing Date related Purchase Price and Terms Agreement shall have been complied with in all material respectswith. Subject to the foregoing conditions, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it pay to the Purchaser or otherwise Seller on the related Closing Date the Purchase Price, plus accrued interest pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 4 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness , by wire transfer of the Purchaser’s Registration Statement; and (x) Prior immediately available funds to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided account designated by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing DateSeller.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of each of the Mortgage Loan Seller and the Purchaser WDCPF made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller either Responsible Repurchase Party hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan SellerSeller and WDCPF, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Securities and Exchange Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller Seller, each of the LC Guarantors and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller or any of the LC Guarantors hereunder or the rights of the Mortgage Loan Seller or any of the LC Guarantors as a third party beneficiary thereunder), to the Mortgage Loan SellerSeller and the LC Guarantors, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification of the Mortgage Loan Seller (the “Mortgage Loan Seller Sub-Certification”) ), a form of which is attached hereto as Exhibit F, to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation ABAB and such officer of the Mortgage Loan Seller shall have on behalf of the Mortgage Loan Seller (i) prior to the time of pricing of the Certificates, reconfirmed in writing (which writing may be in e-mail form) the statements made in the Mortgage Loan Seller Sub-Certification and (ii) prior to the delivery of the Prospectus to investors, reconfirmed in writing (which writing may be in e-mail form) as to the statements made in the Mortgage Loan Seller Sub-Certification. Each of the parties agrees to use its commercially reasonable best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans transactions contemplated hereby (the “"Closing”") shall be held at the offices of special counsel to the Purchaser at 10:00 a.m.take place on or before 2:00 p.m., New York City Chicago time, on the Closing DateDate at the Chicago offices of Winston & ▇▇▇▇▇▇ LLP, or at such other place or time as the parties hereto shall agree. The Upon receipt by the Indenture Trustee on the Closing shall be subject to each Date of the following conditions: full amount of the Owner Participant's Commitment and the Loan Participant's Commitment in respect of the Units delivered on the Closing Date, TILC shall cause TRLTII pursuant to the Transfer and Assignment Agreement to deliver the Units described on Schedule 1-A hereto to the Lessee by delivery of the TRLTII ▇▇▇▇ of Sale and shall make an assignment of the Existing Equipment Subleases to the Lessee by delivery of the TRLTII Assignment, and immediately thereafter, (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other documents specified in Section 7 of this Agreement (collectivelyIndenture Trustee, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser Trust, shall, subject to the conditions set forth in Sections 4.1, 4.2 and 4.3 having been fulfilled to the satisfaction of the applicable Participants or waived by the applicable Participants, pay to the Lessee from the funds then held by it, in immediately available funds, an amount equal to the Total Equipment Cost for the Units delivered on the Closing Date, (ii) the Lessee shall pay to TRLTII pursuant to Section 3 hereof the Transfer and Assignment Agreement an amount equal to the Total Equipment Cost for the Units delivered on the Closing Date, (iii) the Lessee shall deliver the Units described on Schedule 1-A hereto to the trust by delivery of the ▇▇▇▇ of Sale, (iv) the Trust shall, pursuant to the Lease, lease and deliver the Units listed on Schedule 1-A hereto to the Lessee, and the Lessee, pursuant to the Lease, shall accept delivery of the Units described on Schedule 1-A hereto under the Lease, and such lease, delivery and acceptance of such Units under the Lease shall be satisfactory to conclusively evidenced by the Purchaser execution and delivery by the Lessee and the Trust of the Lease Supplement covering the Equipment so delivered as described in its reasonable determination; Schedule 1-A and (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date Trust shall have been complied with in all material respects, and each of the Mortgage Loan Seller execute (and the Purchaser Indenture Trustee shall have authenticate) and deliver the ability Equipment Note relating to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it such Lease Supplement to the Purchaser or otherwise Loan Participant. Concurrently with the transactions described immediately above, TRLTII shall pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for Pledged Equipment Transfer and Assignment Agreement sell the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior Pledged Units described on Schedule 1-B hereto to the Lessee by delivery of the Preliminary Prospectus to investors, Pledged Equipment ▇▇▇▇ of Sale and shall make an officer assignment of the Mortgage Loan Seller shall have delivered Existing Pledged Equipment Leases to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided Lessee by the Chief Executive Officer delivery of the Depositor to the Securities and Exchange Commission pursuant to Regulation ABTRLTII Pledged Equipment Assignment. Each of the parties Lessee, the Owner Participant, the Trust, the Owner Trustee, TILC, the Loan Participant and the Indenture Trustee hereby agrees to use its commercially reasonable best efforts take all actions required to perform its obligations hereunder be taken by it in a manner that will enable the Purchaser to purchase the Mortgage Loans on connection with the Closing Dateas contemplated by this Section 2.3(b).

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m.Dechert LLP, New York City timeCharlotte, North Carolina on the Closing Date. The Closing shall be subject to each of the following conditions: (ia) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty)Date; (iib) The Pooling and Servicing Agreement (to the extent it affects the obligations of the Seller hereunder) and all other documents specified in Section 7 6 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser, the Seller, the Underwriters, the Initial Purchaser and, and their respective counsel in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Sellertheir reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiic) The Mortgage Loan Seller shall have delivered and released to the Purchaser Trustee (or a Custodian on its designeebehalf) and the Master Servicer, respectively, all documents, funds and other assets documents represented to have been or required to be delivered thereto on or before to the Closing Date Trustee and the Master Servicer pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (vd) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller respects and the Purchaser Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vie) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, Agreement as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration StatementClosing Date; and (xf) Prior The letters shall have been received from the independent accounting firm KPMG LLP, in form satisfactory to the delivery of Purchaser, relating to certain information regarding the Mortgage Loans and Certificates as set forth in the Prospectus, the Preliminary Prospectus to investorsSupplement, an officer of the Mortgage Loan Seller shall have delivered to Prospectus Supplement, the Depositor a sub-certification (Preliminary Memorandum and the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation ABMemorandum. Each of the Both parties agrees agree to use its commercially reasonable their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m.Cadwalader, Wickersham & Taft LLP, One World F▇▇▇▇▇▇▇▇ ▇ent▇▇, New York City timeYo▇▇, on the ▇▇ ▇▇▇▇▇ ▇▇ ▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇he Closing Date. The Closing obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditionsconditions on or prior to the Closing Date: (ia) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date (or Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such other specific date expressly contemplated by any such representation or warranty);specified date. (iib) The Pooling and Servicing Agreement and all other documents All Closing Documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”)Agreement, in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller Purchaser, as a third party beneficiary thereunder), to the Mortgage Loan Sellerapplicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof;. (iiic) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, designee all documents, funds and other assets documents required to be delivered thereto on or before to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement;. (ivd) The result of any the examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans audit performed by or on behalf of the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in its reasonable determination;their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date;. (vif) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise pursuant to this Agreement;cancelled the Closing Date. (viii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Loans pursuant to Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation ABhereof. Each of the parties party agrees to use its commercially reasonable best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of for the purchase and sale of each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser’s option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans (the “Closing”) shall to be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, purchased on the each Closing Date. The Closing Date shall be subject to each of the following conditions: (i) All at least two Business Days prior to the related Closing Date, the Seller shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of under this Agreement and of the Originator under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct in all material respects as of the related Closing Date (and no event shall have occurred which, with notice or as the passage of such other specific date expressly contemplated by any such representation time, would constitute a default under this Agreement or warranty)an Event of Default under the Servicing Agreement; (iiiii) The Pooling and Servicing Agreement and the Purchaser shall have received, or the Purchaser’s attorneys shall have received in escrow, all other closing documents as specified in Section 7 11 of this Agreement (collectively, the “Closing Documents”)Agreement, in such forms as are agreed upon and reasonably acceptable to the Purchaser andPurchaser, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereofhereof; (iiiiv) The Mortgage Loan the Seller shall have delivered and released to the Purchaser or its designee, Custodian all documents, funds and other assets documents required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this the Custodial Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;; and (v) All all other terms and conditions of this Agreement required to be complied with on or before and the Closing Date related Purchase Price and Terms Agreement shall have been complied with in all material respectswith. Subject to the foregoing conditions, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it pay to the Purchaser or otherwise Seller on the related Closing Date the Purchase Price, plus accrued interest pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 4 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness , by wire transfer of the Purchaser’s Registration Statement; and (x) Prior immediately available funds to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided account designated by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing DateSeller.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third third-party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-sub- certification of the Mortgage Loan Seller (the “Mortgage Loan Seller Sub-Certification”) ), a form of which is attached hereto as Exhibit F, to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation ABAB and such officer of the Mortgage Loan Seller shall have on behalf of the Mortgage Loan Seller (i) prior to the time of pricing of the Certificates, reconfirmed in writing (which writing may be in e-mail form) the statements made in the Mortgage Loan Seller Sub-Certification and (ii) prior to the delivery of the Prospectus to investors, reconfirmed in writing (which writing may be in e-mail form) as to the statements made in the Mortgage Loan Seller Sub-Certification. Each of the parties agrees to use its commercially reasonable best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller Seller, BCHI and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller or BCHI hereunder or the rights of the Mortgage Loan Seller or BCHI as a third party beneficiary thereunder), to the Mortgage Loan SellerSeller or BCHI, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “"Closing”") shall be held at the offices of special counsel to the Purchaser Sidley Austin LLP, 787 Seventh Avenue, New York, New York 10019 at 10:00 a.m., New York City timeYor▇ ▇▇▇▇ ▇▇▇▇, on the Closing Date▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty)Date; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “"Closing Documents”"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunderhereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The the Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement;1; and (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller Seller, Franklin BSPRT and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller and ▇▇▇▇▇▇▇▇ BSPRT hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty)Date; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunderhereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The the Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement;1; and (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of each of the Mortgage Loan Seller and the Purchaser Liberty Island Group made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller either Responsible Repurchase Party hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan SellerSeller and Liberty Island Group, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Securities and Exchange Commission shall not have issued any stop order suspending the effectiveness of the PurchaserWFCMSI’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m.Cadwalader, Wickersham & Taft LLP, One World F▇▇▇▇▇▇▇▇ ▇ent▇▇, New York City timeYo▇▇, on the ▇▇ ▇▇▇▇▇ ▇▇ ▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇he Closing Date. The Closing obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditionsconditions on or prior to the Closing Date: (ia) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date (or Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such other specific specified date expressly contemplated by any such (to the extent of the standard, if any, set forth in each representation or and warranty);. (iib) The Pooling and Servicing Agreement and all other documents All Closing Documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”)Agreement, in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller Purchaser, as a third party beneficiary thereunder), to the Mortgage Loan Sellerapplicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof;. (iiic) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, designee all documents, funds and other assets documents required to be delivered thereto on or before to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement;. (ivd) The result of any the examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans audit performed by or on behalf of the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in its reasonable determination;their sole determination and the parties shall have agreed to the form and contents of the Loan Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date;. (vif) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise pursuant to this Agreement;cancelled the Closing Date. (viii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Loans pursuant to Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation ABhereof. Each of the parties party agrees to use its commercially reasonable best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller Seller, GSCII and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller or GSCII hereunder or the rights of the Mortgage Loan Seller or GSCII as a third party beneficiary thereunder), to the Mortgage Loan SellerSeller or GSCII, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller Seller, each of the LC Guarantors and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller or any of the LC Guarantors hereunder or the rights of the Mortgage Loan Seller or any of the LC Guarantors as a third party beneficiary thereunder), to the Mortgage Loan SellerSeller or any of the LC Guarantors, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and. (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser Sidley Austin LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller Seller, BCHI and the Purchaser made pursuant to Section 4 of this Agreement specified herein shall be true and correct in all material respects as of the Closing Date, and the Aggregate Cut-off Date (or as Balance shall be within the range permitted by Section 1 of such other specific date expressly contemplated by any such representation or warranty)this Agreement; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement 8 (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller or BCHI hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary or BCHI hereunder or thereunder)) and other documents to be delivered by or on behalf of the Purchaser, to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Certificate Administrator, the Purchaser or its the Purchaser’s designee, as the case may be, all documents, documents and funds and other assets required to be so delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement2; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller (or its designee) shall have received the Mortgage Loan Purchase Price, and the Mortgage Loan Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise as of the Closing Date pursuant to this Agreement;; and (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor and the Certificate Purchase Agreement shall not have been terminated in accordance with its their respective terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees agree to use its commercially their reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of for the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, take place on the related Closing Date. The closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the related Closing Date shall be subject to each of the following conditions: (ia) All at least one (1) Business Day prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the information contained in the related Mortgage Loan Schedule attached to the related Term Sheet; (b) all of the representations and warranties of the Mortgage Loan Seller Company and Company under this Agreement and the Purchaser made pursuant to Section 4 of this Agreement related Term Sheet shall be materially true and correct in all material respects as of the related Closing Date (and no event shall have occurred which, with notice or as the passage of such other specific date expressly contemplated by any such representation time, would constitute a material default under this Agreement or warranty)the related Term Sheet; (iic) The Pooling and Servicing the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all documents required pursuant to this Agreement and the related Term Sheet, an opinion of counsel and an officer's certificate, all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser andPurchaser, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereofof this Agreement and the related Term Sheet; (iiid) The Mortgage Loan Seller the Company shall have delivered and released to the Purchaser (or its designee, all documents, funds and other assets required to be delivered thereto ) on or before prior to the related Closing Date all documents required pursuant to Section 2 the terms of this Agreement;Agreement and the related Term Sheet; and (ive) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All all other terms and conditions of this Agreement required to be complied with on or before Agreement, the Closing Date related Term Sheet and the Confirmation shall have been materially complied with in all material respectswith. Subject to the foregoing conditions, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it pay to the Purchaser or otherwise Company on the related Closing Date the Purchase Price, plus accrued interest pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 2.02 of this Agreement; (viii) Neither Agreement and the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness related Term Sheet, by wire transfer of the Purchaser’s Registration Statement; and (x) Prior immediately available funds to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided account designated by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing DateCompany.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and. (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller Seller, Basis Investment and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller and the Responsible Repurchase Party hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “"Closing”") shall be held at the offices of special counsel to the Purchaser Cadwalader, Wickersham & Taft, 100 Maiden Lane, New York, New York, or at suc▇ ▇▇▇▇▇ ▇▇cat▇▇▇ as ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇reto, at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All all of the representations and warranties of each of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement (subject, in the case of the Seller, to the exceptions set forth in Schedule C-1 hereto) shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty)Date; (ii) The Pooling and Servicing Agreement and all other documents specified in Section 7 of this Agreement (collectively, the “"Closing Documents”"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunderhereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan the Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The the result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All all other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan the Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan the Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement;1; and (viii) Neither neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the Both parties agrees agree to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser Sidley Austin LLP, 7▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement specified herein shall be true and correct in all material respects as of the Closing Date, and the Aggregate Cut-off Date (or as Balance shall be within the range permitted by Section 1 of such other specific date expressly contemplated by any such representation or warranty)this Agreement; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement 8 (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary hereunder or thereunder)) and other documents to be delivered by or on behalf of the Purchaser, to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Certificate Administrator, the Purchaser or its the Purchaser’s designee, as the case may be, all documents, documents and funds and other assets required to be so delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement2; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have received the Mortgage Loan Purchase Price, and the Mortgage Loan Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise as of the Closing Date pursuant to this Agreement;; and (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees agree to use its commercially their reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”a) shall be held All actions taken and documents delivered at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The a Closing shall be deemed to have been taken and executed simultaneously, and no action shall be deemed taken nor any document delivered until all have been taken and delivered. (b) At or prior to a Closing, subject to each of all the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the related Sale Supplement, Seller shall deliver to Purchaser shall have the ability following with respect such Sale and the related Transferred Assets: (1) executed counterparts of each Related Agreement to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Datewhich Seller is a party; (vi2) The Mortgage Loan Seller shall have paid all fees secretary’s certificates, evidence of corporate existence and expenses payable by it to the Purchaser or otherwise pursuant to this Agreementgood standing, evidence of corporate approvals and other similar documents; (vii3) The Mortgage Loan an opinion of counsel to Seller, dated as of the related Closing Date, in form and substance reasonably acceptable to Purchaser, with respect to certain corporate matters of Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreementand other related matters; (viii4) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance any required Regulatory Approvals with its termsrespect to Seller; (ix5) The Commission shall not have issued any stop order suspending all Third Party Consents with respect to the effectiveness Transferred Assets; (6) a certificate of an Officer of Seller, dated as of the related Closing Date, certifying as to the satisfaction of the conditions set forth in Sections 6.1 and 6.2 in form and substance reasonably acceptable to Purchaser’s Registration Statement; (7) a certificate of an Officer of Seller, dated as of the related Closing Date, relating to outstanding Servicer Advances in form and substance reasonably acceptable to Purchaser; (8) customary documentation reasonably acceptable to Purchaser evidencing the release of any Lien on the related Servicing Rights and other Transferred Assets, which documentation may include but not be limited to any lien releases and UCC-3 termination statements with respect thereto; (9) a limited power of attorney from Seller to allow Purchaser, in the name of Seller, to effect transfers of the related Transferred Assets and to service the Mortgage Loans pursuant to the related Servicing Agreements, as amended, which shall be in form and substance reasonably satisfactory to Seller and Purchaser; (10) a receipt for payment of the Estimated Purchase Price paid at Closing; and (x11) Prior such other certificates and documents as Purchaser determines to be reasonably necessary in connection with the consummation of the transactions contemplated by the Sale Supplement and which do not alter the parties’ respective obligations, liabilities or costs with respect thereto. (c) Purchaser shall deliver to Seller the following documents relating to such Sale: (1) executed counterparts of each Related Agreement to which Purchaser is a party; (2) secretary’s certificates, evidence of corporate existence and good standing, evidence of corporate approvals and other similar documents; (3) an opinion of counsel to Purchaser, dated as of the related Closing Date, reasonably acceptable to Seller, with respect to certain corporate matters of Purchaser; (4) any required Regulatory Approvals with respect to Purchaser; (5) a certificate of an Officer of Purchaser or its sole member, Home Loan Servicing Solutions, Ltd., dated as of the related Closing Date, certifying as to the delivery satisfaction of the Preliminary Prospectus conditions set forth in Sections 6.1 and 6.3 in form and substance reasonably acceptable to investors, an officer Seller; (6) the Estimated Purchase Price by wire transfer in immediately available funds to those accounts identified by Seller to Purchaser; and (7) such certificates and other documents as Seller determines to be reasonably necessary in connection with the consummation of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided transactions contemplated by the Chief Executive Officer of Sale Supplement and which do not alter the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Dateparties’ respective obligations, liabilities or costs with respect thereto.

Closing. The closing of the sale of the Mortgage Loans (the “"Closing”") shall be held at the offices of special counsel to the Purchaser Sidley ▇▇▇▇▇▇ ▇▇▇▇▇ & ▇▇▇▇, ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All all of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty)Date; (ii) The Pooling and Servicing Agreement and all other documents specified in Section 7 of this Agreement (collectively, the “"Closing Documents”"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the to obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunderhereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan the Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The the result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All all other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The the Seller shall have received the consideration for the Mortgage Loan Loans, as contemplated by Section 1; (vii) the Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement;; and (viii) Neither neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the Both parties agrees agree to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller and the Responsible Repurchase Party hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Securities and Exchange Commission shall not have issued any stop order suspending the effectiveness of the PurchaserRBSCF’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of for the purchase and sale of the each Mortgage Loans (the “Closing”) Loan Package shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, take place on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on the each Closing Date shall be subject to each of the following conditions: (i) All at least two Business Days prior to the related Closing Date, the Company shall deliver to the Purchaser a magnetic diskette, or transmit electronically, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Mortgage Loan Seller Sellers and the Purchaser made pursuant to Section 4 of Company under this Agreement and under the Servicing Agreement (with respect to each Mortgage Loan, as specified therein) shall be true and correct in all material respects as of the related Closing Date (and no event shall have occurred which, with notice or as the passage of such other specific date expressly contemplated by any such representation time, would constitute a default under this Agreement or warranty)an Event of Default under the Servicing Agreement; (iiiii) The Pooling and Servicing Agreement and the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all other closing documents as specified in Section 7 11 of this Agreement (collectively, the “Closing Documents”)Agreement, in such forms as are agreed upon and reasonably acceptable to the Purchaser andPurchaser, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereofhereof; (iiiiv) The Mortgage Loan Seller the Company shall have delivered and released to the Purchaser or its designee, Custodian all documents, funds and other assets documents required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this the Custodial Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;; and (v) All all other terms and conditions of this Agreement and the related Purchase Price and Terms Agreement that are required to be complied with on or before the each Closing Date shall have been complied with in all material respectswith. Subject to the foregoing conditions, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it pay to the Purchaser or otherwise Sellers on the related Closing Date the Purchase Price pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 4 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness , by wire transfer of the Purchaser’s Registration Statement; and (x) Prior immediately available funds to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided account designated by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing DateCompany.

Closing. The closing of for the purchase and sale of each Mortgage Loan Package shall take place on the related Closing Date. At the Purchaser's option, each Closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans (the “Closing”) shall to be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, purchased on the each Closing Date. The Closing Date shall be subject to each of the following conditions: (i) All at least two Business Days prior to the related Closing Date, the Seller shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the necessary information to compute the Purchase Price of the Mortgage Loans delivered on such Closing Date (including accrued interest), and prepare a Mortgage Loan Schedule; (ii) all of the representations and warranties of the Seller under this Agreement and of the Interim Servicer under the Interim Servicing Agreement (with respect to each Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement for an interim period, as specified therein) shall be true and correct in all material respects as of the related Closing Date (and no event shall have occurred which, with notice or as the passage of such other specific date expressly contemplated by any such representation time, would constitute a default under this Agreement or warranty)an Event of Default under the Interim Servicing Agreement; (iiiii) The Pooling and Servicing Agreement and the Purchaser shall have received, or the Purchaser's attorneys shall have received in escrow, all other closing documents as specified in Section 7 11 of this Agreement (collectively, the “Closing Documents”)-42- Agreement, in such forms as are agreed upon and reasonably acceptable to the Purchaser andPurchaser, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereofhereof; (iiiiv) The Mortgage Loan the Seller shall have delivered and released to the Purchaser or its designee, Custodian all documents, funds and other assets documents required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this the Custodial Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;; and (v) All all other terms and conditions of this Agreement required to be complied with on or before and the Closing Date related Purchase Price and Terms Agreement shall have been complied with in all material respectswith. Subject to the foregoing conditions, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it pay to the Purchaser or otherwise Seller on the related Closing Date the Purchase Price, plus accrued interest pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 4 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness , by wire transfer of the Purchaser’s Registration Statement; and (x) Prior immediately available funds to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided account designated by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing DateSeller.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of each of the Mortgage Loan Seller Seller, Liberty Island Group and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller either Responsible Repurchase Party hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan SellerSeller and Liberty Island Group, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms;; and (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the purchase and sale of the Mortgage Loans (the “"Closing”") shall be held at the offices of special counsel to the Purchaser at 10:00 Cadwalader, Wickersham & Taft LLP, One World Financial Center, New York, New Yor▇ ▇▇▇▇▇ ▇▇ 10:▇▇ a.m., New York City time▇▇▇ ▇▇▇▇ ▇▇▇▇ ▇▇▇▇, on the Closing Date▇▇ ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement specified herein shall be true and correct in all material respects as of the Closing Date, and the Aggregate Cut-off Date (or as Balance shall be within the range permitted by Section 1 of such other specific date expressly contemplated by any such representation or warranty)this Agreement; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement 8 (collectively, the “"Closing Documents”"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder hereunder) and other documents to be delivered by or the rights on behalf of the Mortgage Loan Seller as a third party beneficiary thereunder)Purchaser, to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Trustee, the Purchaser or its the Purchaser's designee, as the case may be, all documents, documents and funds and other assets required to be so delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement2; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Seller shall have received the Mortgage Loan Purchase Price, and the Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement;; and (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the Both parties agrees agree to use its commercially reasonable their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller Seller, BCHI and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller or BCHI hereunder or the rights of the Mortgage Loan Seller or BCHI as a third party beneficiary thereunder), to the Mortgage Loan SellerSeller or BCHI, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “"Closing”") shall be held at the offices of special counsel to the Purchaser ▇▇▇▇▇, ▇▇▇▇▇ & ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement specified herein shall be true and correct in all material respects as of the Closing Date, and the Aggregate Cutoff Date (or as Balance shall be within the range permitted by Section 1 of such other specific date expressly contemplated by any such representation or warranty)this Agreement; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement 8 (collectively, the “"Closing Documents”"), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan SellerPurchaser, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Trustee, the Purchaser or its the Purchaser's designee, as the case may be, all documents, documents and funds and other assets required to be so delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement2; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable sole determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement;; and (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the Both parties agrees agree to use its commercially reasonable their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m.Cadwalader, New York City timeWickersham & Taft LLP, on the One World Fi▇▇▇▇▇▇▇ ▇▇nte▇, ▇ew Yor▇, ▇▇ ▇▇▇▇▇ ▇▇ ▇:▇▇ ▇.▇., ▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇e Closing Date. The Closing obligation of the Seller and the Purchaser to close shall be subject to the satisfaction of each of the following conditionsconditions on or prior to the Closing Date: (ia) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to specified in Section 4 of this Agreement (including, without limitation, the representations and warranties set forth on Exhibit 2 to this Agreement) shall be true and correct in all material respects as of the Closing Date (or Date, provided that any representations and warranties made as of a specified date shall be true and correct as of such other specific date expressly contemplated by any such representation or warranty);specified date. (iib) The Pooling and Servicing Agreement and all other documents All Closing Documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”)Agreement, in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller Purchaser, as a third party beneficiary thereunder), to the Mortgage Loan Sellerapplicable, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof;. (iiic) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, designee all documents, funds and other assets documents required to be delivered thereto on or before to the Purchaser as of the Closing Date pursuant to Section 2 of this Agreement;. (ivd) The result of any the examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans audit performed by or on behalf of the Purchaser and its affiliates pursuant to Section 3 hereof shall be satisfactory to the Purchaser and its affiliates in its reasonable determination;their sole determination and the parties shall have agreed to the form and contents of the Seller Information (as defined in the Indemnification Agreement) to be disclosed in the Memorandum and the Prospectus Supplement. (ve) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date;. (vif) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser pursuant to Section 8 hereof. (g) The Certificates to be so rated shall have been assigned ratings by each Rating Agency no lower than the ratings specified for each such Class in the Memorandum and the Prospectus Supplement. (h) No Underwriter shall have terminated the Underwriting Agreement and the Initial Purchaser shall not have terminated the Certificate Purchase Agreement, and neither the Underwriters nor the Initial Purchaser shall have suspended, delayed or otherwise pursuant to this Agreement;cancelled the Closing Date. (viii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Loans pursuant to Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation ABhereof. Each of the parties party agrees to use its commercially reasonable best efforts to perform its respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser Cadwalader, ▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇ LLP, ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement specified herein shall be true and correct in all material respects as of the Closing Date, and the Aggregate Cut-off Date (or as Balance shall be within the range permitted by Section 1 of such other specific date expressly contemplated by any such representation or warranty)this Agreement; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement 8 (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary hereunder or thereunder)) and other documents to be delivered by or on behalf of the Purchaser, to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Certificate Administrator, the Purchaser or its the Purchaser’s designee, as the case may be, all documents, documents and funds and other assets required to be so delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement2; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller (or its designee) shall have received the Mortgage Loan Purchase Price, and the Mortgage Loan Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise as of the Closing Date pursuant to this Agreement;; and (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 None of this Agreement; (viii) Neither the Underwriting Agreement, the Certificate Purchase Agreement nor or the Loan-Specific Certificate Purchase Agreement shall have been terminated in accordance with its their respective terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees agree to use its commercially their reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser Cadwalader, W▇▇▇▇▇▇▇▇▇ & T▇▇▇ LLP, 2▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement specified herein shall be true and correct in all material respects as of the Closing Date, and the Aggregate Cut-off Date (or as Balance shall be within the range permitted by Section 1 of such other specific date expressly contemplated by any such representation or warranty)this Agreement; (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement 8 (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary hereunder or thereunder)) and other documents to be delivered by or on behalf of the Purchaser, to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Certificate Administrator, the Purchaser or its the Purchaser’s designee, as the case may be, all documents, documents and funds and other assets required to be so delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement2; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans Servicing Files performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respectswith, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have received the Mortgage Loan Purchase Price, and the Mortgage Loan Seller shall have paid or agreed to pay all fees fees, costs and expenses payable by it to the Purchaser or otherwise as of the Closing Date pursuant to this Agreement;; and (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor and the Certificate Purchase Agreement shall not have been terminated in accordance with its their respective terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees agree to use its commercially their reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The At the closing of the any sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel and purchase pursuant to the Purchaser at 10:00 a.m., New York City time, on the Closing Date. The Closing shall be subject to each of the following conditionsthis clause 15: (i) All of Guardant shall deliver to SoftBank the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty)Aggregate Purchase Price; (ii) The Pooling SoftBank and Servicing Agreement each of its Affiliates, as applicable, shall deliver to Guardant a certificate or certificates representing the Shares to be sold (if any), accompanied by stock powers and all other documents specified in Section 7 necessary stock transfer taxes paid and stamps affixed, if necessary or, if SoftBank or any of this Agreement (collectivelyits Affiliates allege that such certificate or certificates have been lost, the “Closing Documents”)stolen or destroyed, in such forms as are agreed upon a lost certificate affidavit and agreement reasonably acceptable to the Purchaser and, in the case Guardant to indemnify Guardant against any claim that may be made against Guardant on account of the Pooling and Servicing Agreement (insofar as alleged loss, theft or destruction of such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereundercertificate(s), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller SoftBank and each of its Affiliates, as applicable, shall have delivered deliver to Guardant such other instruments of transfer, certificates, agreements and released other documents as may be reasonably requested by Guardant for the transfer of the Shares to Guardant free and clear of any Encumbrances, containing customary representations and warranties with respect to their title and ownership of the Shares and due authorization, legal authority and capacity to enter in to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreementtransfer agreement; (iv) The result if applicable, Guardant shall deliver to SoftBank and its Affiliates, as applicable, stock certificates representing any Guardant Put/Call Shares issued as Aggregate Purchase Price or, if Guardant does not certificate shares of any examination its capital stock, shall otherwise ensure that the Guardant Put/Call Shares are registered in the name of the Mortgage Files forSoftBank and its Affiliates, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination;as applicable; and (v) All other terms if the Guardant Put/Call Shares are publicly traded, each of SoftBank and conditions its Affiliates, as applicable, shall execute and deliver to Guardant an irrevocable proxy appointing Guardant as the attorney-in-fact and proxy, with full power of this Agreement required to be complied with on or before substitution, for and in the Closing Date shall have been complied with in all material respects, name of SoftBank and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loansits Affiliates, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated applicable, to vote as Guardant or its proxy or substitute shall, in accordance Guardant’s sole discretion, deem proper with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior respect to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Datesuch Guardant Put/Call Shares.

Closing. The closing of for the purchase and sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City time, take place on the applicable Closing Date. The closing shall be either: by telephone, confirmed by letter or wire as the parties shall agree, or conducted in person, at such place as the parties shall agree. The closing for the Mortgage Loans to be purchased on each Closing Date shall be subject to each of the following conditions: (ia) All with respect to Mortgage Loans which are not UBS Website Mortgage Loans, as applicable, at least two (2) Business Days prior to the applicable Closing Date, the Seller shall deliver to the Purchaser a magnetic diskette, or transmit by modem, a listing on a loan-level basis of the information contained in the related Mortgage Loan Schedule; (b) all of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of under this Agreement shall be true and correct in all material respects as of the applicable Closing Date (and no event shall have occurred which, with notice or as the passage of such other specific date expressly contemplated by any such representation or warranty)time, would constitute a material default under this Agreement; (iic) The Pooling and Servicing Agreement and the Purchaser shall have received, or the Purchaser’s attorneys shall have received in escrow, all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”)closing documents, in such forms as are agreed upon and reasonably acceptable to the Purchaser and(including, but not limited to, completed original copies of all exhibits hereto, including but not limited to those set forth in the case of the Pooling and Servicing Agreement clause (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereundere) below), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories other than the Purchaser as required pursuant to the respective terms thereof;hereof, (iiid) The Mortgage Loan the Seller shall have delivered and released to the Purchaser (or its designee, all documents, funds and other assets required to be delivered thereto ) on or before prior to the applicable Closing Date all documents required pursuant to Section 2 the terms of this Agreement; (ive) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof Seller shall be satisfactory to the Purchaser in its reasonable determination; (v) All have complied with all other terms and conditions of this Agreement required and, with respect to be complied with on or before Mortgage Loans which are not UBS Website Mortgage Loans, the Closing Date shall have been complied with in all material respects, related Purchase Price and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing DateTerms Letter; (vif) The with respect to Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Loans which are not UBS Website Mortgage Loans, as contemplated by Section 1 an Assignment and Conveyance in the form of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration StatementExhibit H1 hereto; and (xg) Prior with respect to each UBS Website Mortgage Loan, an Electronically executed Assignment and Conveyance in the form of Exhibit H2 hereto Subject to the delivery foregoing conditions, the Purchaser shall pay to the Seller on the applicable Closing Date the Purchase Price for the related pool of Mortgage Loans, plus accrued interest pursuant to Section 2.02 of this Agreement, by wire transfer of immediately available funds to the account designated by the Seller. (h) On or before the initial Closing Date, the Seller shall submit to the Purchaser fully executed originals of the Preliminary Prospectus to investorsfollowing documents: 1. this Agreement, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. Each of the parties agrees to use its commercially reasonable best efforts to perform its obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.four counterparts;

Closing. The closing of the sale of the Mortgage Loans (the “"Closing”") shall be held at the offices of special counsel to the Purchaser at 10:00 a.m.Cadwalader, New York City timeWickersham & Taft, Charl▇▇▇▇, ▇▇▇▇h C▇▇▇▇ina on the Closing Date. The Closing shall be subject to each of the following conditions: (ia) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser set forth in or made pursuant to Sections 3(a) and 3(b) of this Agreement and all of the representations and warranties of the Purchaser set forth in Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty)Date; (iib) The Pooling and Servicing Agreement and all other All documents specified in Section 7 6 of this Agreement (collectively, the “"Closing Documents”"), in such forms as are agreed upon and reasonably acceptable to the Purchaser andPurchaser, the Underwriters and their respective counsel in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Sellertheir reasonable discretion, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iiic) The Mortgage Loan Seller shall have delivered and released to the Purchaser Trustee (or a Custodian on its designeebehalf) and the Master Servicer, respectively, all documents, funds and other assets documents represented to have been or required to be delivered thereto on or before to the Closing Date Trustee and the Master Servicer pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (vd) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller respects and the Purchaser Seller shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vie) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, Agreement as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration StatementClosing Date; and (xf) Prior A letter from the independent accounting firm of KPMG LLP in form satisfactory to the delivery of the Preliminary Prospectus Purchaser, relating to investors, an officer of certain information regarding the Mortgage Loan Seller Loans and Certificates as set forth in the Prospectus and Prospectus Supplement, respectively, shall have been delivered to the Depositor a sub-certification (Seller, the “Mortgage Loan Seller Sub-Certification”) to Purchaser and the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation ABUnderwriters. Each of the Both parties agrees agree to use its commercially reasonable their best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m.[TIME], New York City time, on the Closing Date. The Closing shall be subject to each of the following conditions: (i) All of the representations and warranties of the Mortgage Loan Seller and the Purchaser made pursuant to Section 4 of this Agreement shall be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by any such representation or warranty); (ii) The Pooling and Servicing Agreement and all other All documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon and reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement Agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the [The Mortgage Loan Seller shall have executed and delivered the Credit Risk Retention Compliance Agreement.][Applicable to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation AB. offerings on or after December 24, 2016] Each of the parties agrees to use its their commercially reasonable best efforts to perform its their respective obligations hereunder in a manner that will enable the Purchaser to purchase the Mortgage Loans on the Closing Date.

Closing. The closing If Buyer does not terminate the Agreement pursuant to Paragraph 3 or 6 of the sale of the Mortgage Loans (the “Closing”) shall be held at the offices of special counsel to the Purchaser at 10:00 a.m., New York City timethis Agreement, on the Closing Date: (a) Seller and Buyer shall execute and deliver to each other an Assignment of Leases and ▇▇▇▇ of Sale in the form attached hereto as Exhibit E; --------- (b) Buyer shall pay the Purchase Price to Seller in immediately available funds; (c) Buyer shall provide copies of all necessary consents, if any, for the conveyance or assignment of the Assets and the assumption by Buyer of the Assumed Liabilities. The Closing Such consents shall be in the form of the Consent and Release attached hereto as Exhibit F, with such changes as shall be approved by --------- Seller (which approval shall not be unreasonably withheld). Set forth on Exhibit ------- G is a true and correct list of all consents and releases required with respect - to the assignment of the Assets and the assumption of the Assumed Liabilities. Seller's obligations hereunder, and Buyer's obligation to consummate the Closing, shall be subject to each receipt of the following conditions: (i) All Consents and Releases as set forth on Exhibit G, except as provided below. --------- For each cell site which is the subject of this Asset Purchase Agreement and for which a required consent and release of Sprint PCS' obligations cannot reasonably be obtained prior to the representations and warranties of the Mortgage Loan Closing Date, Seller and Buyer will conduct good faith discussions with respect to the Purchaser made pursuant terms and conditions upon which Sprint PCS will remain obligated with respect to Section 4 of this Agreement shall the relevant obligation, with an ongoing indemnity from Buyer with respect to such obligation. In such event, Seller would continue to be true and correct in all material respects as of the Closing Date (or as of such other specific date expressly contemplated by obligated under any such representation existing leases or warranty); (ii) The Pooling purchase obligations for any such cell sites subject to execution of an agreement between Buyer and Servicing Agreement Seller setting forth the indemnity obligations of Buyer with respect to each such cell site for which a release cannot be obtained and all other documents specified in Section 7 of this Agreement (collectively, the “Closing Documents”), in such forms as are agreed upon containing terms and conditions reasonably acceptable to the Purchaser and, in the case of the Pooling and Servicing Agreement (insofar as such agreement affects the obligations of the Mortgage Loan Seller hereunder or the rights of the Mortgage Loan Seller as a third party beneficiary thereunder), to the Mortgage Loan Seller, shall be duly executed and delivered by all signatories as required pursuant to the respective terms thereof; (iii) The Mortgage Loan Seller shall have delivered and released to the Purchaser or its designee, all documents, funds and other assets required to be delivered thereto on or before the Closing Date pursuant to Section 2 of this Agreement; (iv) The result of any examination of the Mortgage Files for, and any other documents and records relating to, the Mortgage Loans performed by or on behalf of the Purchaser pursuant to Section 3 hereof shall be satisfactory to the Purchaser in its reasonable determination; (v) All other terms and conditions of this Agreement required to be complied with on or before the Closing Date shall have been complied with in all material respects, and each of the Mortgage Loan Seller and the Purchaser shall have the ability to comply with all terms and conditions and perform all duties and obligations required to be complied with or performed by it after the Closing Date; (vi) The Mortgage Loan Seller shall have paid all fees and expenses payable by it to the Purchaser or otherwise pursuant to this Agreement; (vii) The Mortgage Loan Seller shall have received the purchase price for the Mortgage Loans, as contemplated by Section 1 of this Agreement; (viii) Neither the Underwriting Agreement nor the Certificate Purchase Agreement shall have been terminated in accordance with its terms; (ix) The Commission shall not have issued any stop order suspending the effectiveness of the Purchaser’s Registration Statement; and (x) Prior to the delivery of the Preliminary Prospectus to investors, an officer of the Mortgage Loan Seller shall have delivered to the Depositor a sub-certification (the “Mortgage Loan Seller Sub-Certification”) to the certification provided by the Chief Executive Officer of the Depositor to the Securities and Exchange Commission pursuant to Regulation ABSprint PCS. Each of the parties Buyer agrees to use its commercially reasonable best efforts to perform obtain the consents and releases set forth on Exhibit G, and Seller agrees to use its obligations hereunder commercially reasonable efforts --------- to assist Buyer in a manner obtaining such consents and releases. Buyer is responsible for paying or causing to be paid all transfer, stamp, recording, sales, use, excise or similar taxes, fees or duties payable in connection with the sale, assignment or conveyance of Seller's interest in and to the Assets or the assumption of the Assumed Liabilities. Buyer is also responsible for reporting all taxable property to the appropriate taxing authority for ad valorem tax purposes. Buyer will pay as and when due all taxes, assessments, liens, encumbrances, levies, and other charges against the real estate, personal property and intangible property that will enable is sold, transferred, assigned or otherwise conveyed to Buyer pursuant to this agreement, other than those relating to the Purchaser period prior to purchase the Mortgage Loans on the Closing Date, which shall remain the responsibility of Seller.