LOAN PURCHASE CONTRACT THIS LOAN PURCHASE CONTRACT Contract by liaoqinmei

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									                                   LOAN PURCHASE CONTRACT


          THIS LOAN PURCHASE CONTRACT (“Contract”), is entered into as of ___________
 ___, 2010 (the “Effective Date”) by and between the seller shown on Attachment 1 hereof
 (“Seller”), acting by and through C-III Asset Management LLC (“C-III”), a Delaware limited
 liability company, as special servicer and/or attorney-in-fact, and
                 ,a                                               (“Purchaser”).

         For good and valuable consideration, the receipt and sufficiency of which are acknowledged
 by Seller and Purchaser, and in consideration of the mutual covenants set forth in this Contract, the
 parties hereto agree as follows:

1.   Sale and Purchase

       (a)      Seller agrees to sell, convey, and assign to Purchaser the Loan (hereinafter defined) as
                identified on Attachment 1 attached hereto, and Purchaser agrees to purchase and
                accept the Loan from Seller, on and subject to the terms and conditions set forth in
                this Contract, including Purchaser’s remittance to Seller of the Purchase Price (as
                hereinafter defined). This sale and transfer shall be on a servicing-released basis, with
                Purchaser assuming all aspects of servicing the Loan upon and subsequent to the
                Closing (hereinafter defined) and Seller having no servicing obligations thereafter.
                The Loan is evidenced and/or secured by the following documents:

              (i)    The certain promissory note or notes (any and all being collectively referred to as
                     the “Note”) more particularly identified on Attachment 1 attached hereto.

             (ii)    The certain mortgage or mortgages, deed or deeds of trust, and deed or deeds to
                     secure debt (any and all being collectively referred to as the “Security
                     Instrument”) more particularly described on Attachment 1 attached hereto, and
                     granting a lien on certain real property (any and all such real property being
                     collectively referred to as the “Property”) and other property described therein.

             (iii)   All other instruments, agreements, or documents of any kind evidencing or
                     securing the Loan which are currently held by Seller, including but not limited to
                     any and all guarantees, security agreements, collateral assignments, assignments
                     of rents or leases and pledge agreements (collectively, the “Additional Loan
                     Documents”).

       (b)      All of the instruments and documents described or referred to in Section 1(a) are
                collectively called the “Loan Documents.” The indebtedness evidenced by the Note
                and the liens and rights created by the Security Instrument and/or the other Loan
                Documents are collectively called the “Loan.”
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2.   Purchase Price and Earnest Money

       (a)     The purchase price (“Purchase Price”) to be paid by Purchaser to Seller for the Loan
               is the amount shown on Attachment 1 attached hereto. In addition to the Purchase
               Price, Purchaser shall pay or cause to be paid to Real Estate Disposition, LLC dba
               REDC (“REDC”) a premium (the “Purchaser’s Premium”) in an amount equal to
               $20,000 or 5% of the Purchase Price, whichever is greater.

       (b)     The Purchase Price and the Purchaser’s Premium shall be payable in cash at the
               Closing.

       (c)     [Intentionally omitted]

       (d)     Within one (1) Business Day (as hereinafter defined) following the Effective Date,
               Purchaser       shall      deliver       to      ______________________________,
               ________________________________________,               Attn:     _________________,
               telephone     ___________________,          facsimile    ________________,        email
               _________________ (the “Title Company”) the sum of ten percent (10%) of the
               Purchase Price or $20,000, whichever is greater (“Earnest Money”), via wire transfer
               pursuant to the instructions contained in Exhibit B attached hereto. The Earnest
               Money shall be fully earned by Seller and non-refundable to Purchaser, except for
               Purchaser’s remedy for a Seller default in accordance with Section 4(a) of this
               Contract; provided, however, that the entirety of the Earnest Money shall be applied
               towards payment of the Purchase Price at Closing. Within one (1) Business Day
               following Title Company’s receipt of the Earnest Money and a fully executed copy of
               this Agreement, Title Company shall deliver the Earnest Money to Seller via wire
               transfer without any additional instructions or authorizations from Purchaser or Seller,
               with the exception of wire transfer instructions to be delivered to Title Company by
               Seller.

                Purchaser Initials: __________                 Seller Initials: __________

3.   Closing

       (a)     The closing (“Closing”) of the transaction contemplated hereby shall occur through
               escrow using the escrow services of the Title Company on or before
               _______________________ ___, 201_ (the “Closing Date”) (the Closing Date shall
               be set at ________ [___] Business Days following the date of the auction in which
               the Loan is sold. “Business Day” means any day other than a Saturday, Sunday or
               national holiday). The Closing shall not be a physical closing that the parties are
               required to physically attend; rather, all documents and funds will be transmitted to
               the Title Company in advance of Closing via overnight delivery or other means of
               delivery, and closing shall be held in escrow through the Title Company (with the
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       Title Company handling and disbursing all documents and funds as appropriate). The
       Transfer of Liens (hereinafter defined) required to be delivered hereunder to the Title
       Company shall contain original signatures but the settlement statement signatures
       may be via PDF through email or via facsimile.

       If Seller is unable to close on or before the original Closing Date, then such Closing
       Date shall be automatically extended for ten (10) Business Days; provided, however,
       that Seller, Seller’s agent, or the Title Company may give Purchaser written notice
       during such ten (10) Business Day period that it is ready to close and such Closing
       shall occur within five (5) Business Days following such written notice.

       If Purchaser requests an extension of the Closing Date in writing at least two (2)
       Business Days prior to the then scheduled Closing Date (whether such is the original
       Closing Date or as extended by Seller above) and Seller, in its sole and absolute
       discretion grants, in writing, an extension, Purchaser agrees to pay to Seller a non-
       refundable per diem (for all calendar days of the extension) of $2,500 per calendar
       day (the “Extension Fee”) through and including the new Closing Date as specified
       in the written extension. Such extension shall specify the new Closing Date. Any
       extension failing to specify the Closing Date shall be void. This fee will NOT be
       credited towards the Purchase Price and will NOT be refunded to Purchaser for any
       reason. Purchaser shall be required to remit such Extension Fee to the Title Company
       on or before the originally scheduled Closing Date, and such Extension Fee shall be
       immediately released to Seller by the Title Company. Any failure to pay the
       Extension Fee shall render the extension request void. In no event shall Purchaser
       have the right to extend the Closing for more than ten (10) Business Days beyond the
       then scheduled Closing Date.

(b)    At the Closing, all of the following shall occur, all of which shall be deemed
       concurrent conditions precedent:

      (i)         Seller, at Seller’s sole cost and expense, shall deliver or cause to be delivered in
                  escrow to the Title Company for the Purchaser’s benefit the following:

            (1)       The original Note (or (a) if the original Note is lost, a copy thereof
                      accompanied by a customary lost note affidavit, or (b) if the Note is being
                      held by a court in litigation, a copy of the Note), which shall be endorsed on
                      the reverse side or by allonge “Pay to the order of [Purchaser or any assignee
                      permitted under Section 12 herein], without recourse, representation or
                      warranty, express or implied”;

            (2)       A recordable transfer of debt and liens and assignment of any claims or
                      judgments in litigation and/or bankruptcy proceedings (the “Transfer of
                      Liens”) for the Loan in the form attached hereto as Exhibit A, with all
                      blanks appropriately completed;

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(3)   The Additional Loan Documents that are in Seller’s possession;

(4)   [intentionally omitted];

(5)   Any and all amounts in the Reserves (defined below) for the Loan shall be
      retained by Seller and not conveyed to Purchaser. The Purchase Price shall
      not be adjusted or otherwise affected by the Net Property Proceeds (defined
      below) or the Reserves. “Reserves” is defined as a sum equal to the positive
      amounts, if any, of unapplied cash impounds, reserves, escrows, other cash
      (including amounts held in suspense) and cash equivalents maintained by
      Seller as of 12:01 a.m. Eastern Time on the Closing Date with respect to the
      Loan.

      Seller may retain and apply the Reserves as Seller deems appropriate in its
      sole discretion toward negative balances in any Loan escrows, impounds or
      reserves, Loan collection expenses including attorneys’ fees and, if Seller
      deems it appropriate, toward outstanding default interest, late fees and/or
      other amounts due under the Loan, which will be deemed to have been
      applied to the Loan prior to its transfer to the Purchaser. The provisions of
      this Section 3(b)(i)(5) regarding the rights of retention and application by
      Seller of the Reserves shall survive Closing and not be merged into the
      Transfer of Liens.

      The outstanding principal balance for the Loan, and the amount of unapplied
      Reserves, if any, shown on Seller’s records shall be set forth in the Loan
      Balance Report (as defined in Section 3(b)(i)(8), below) to be delivered by
      Seller to Purchaser at Closing.

      With respect to any letters of credit held by Seller securing the Loan, Seller
      shall deposit such letters of credit in escrow with the Title Company to be
      delivered to Purchaser upon Closing (with Purchaser being solely
      responsible post-closing for (i) preparing any documentation necessary to
      transfer the designation of the beneficiary of such letters of credit with the
      issuing banks, and (ii) communicating with the issuing banks and the
      applicable borrowers and taking all other action necessary to effect such
      transfer, and with Seller agreeing by its signature below to reasonably
      cooperate in signing and delivering post-closing any documentation
      prepared by Purchaser reasonably necessary to effect such transfer and
      reasonably acceptable to Seller, such obligation to survive the closing of this
      Agreement);

(6)   If requested by Purchaser, Seller will sign a hello/goodbye letter that
      Purchaser prepares in accordance with Section 6(b)(iii) below, such
      obligation on Seller’s part to survive Closing; provided, however, that Seller
      shall have no obligation to sign a hello/goodbye letter that deviates from the

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                        form of letter set forth in Exhibit C attached hereto unless such letter is
                        reasonably acceptable to Seller;

              (7)       If applicable as determined by C-III pursuant to the “PSA” (hereinafter
                        defined in Section 27), the Purchase Option Documents (as hereinafter
                        defined in Section 27) will be executed in duplicate by Seller and Purchaser,
                        with one fully executed counterpart being retained by Seller and the other
                        fully executed counterpart being given to Purchaser; and

              (8)       A loan balance report (the “Loan Balance Report”) indicating the
                        outstanding principal balance and unapplied Reserves (if any) for the Loan
                        as of the Closing Date.

      (ii)          Purchaser, at Purchaser’s sole cost, shall deliver or cause to be delivered in
                    escrow to the Title Company for the Seller’s benefit the following:

              (1)       The Purchase Price in cash or immediately available wire transferred funds
                        (pursuant to the wire instructions set forth on Exhibit B attached hereto) less
                        the amount of the Earnest Money, both of which must be delivered to Seller
                        at Closing;

              (2)       If applicable as determined by C-III as stated above, the Purchase Option
                        Documents described in Section 27 shall be executed in duplicate by
                        Purchaser along with Seller, with one fully executed counterpart being given
                        to Seller and the other being retained by Purchaser as stated above; and

              (3)       Evidence reasonably satisfactory to Seller that the person executing any
                        documents at the Closing on behalf of Purchaser has full right, power, and
                        authority to do so.

      (iii)         Seller and Purchaser shall each pay their respective attorneys’ fees. Purchaser
                    shall pay the Purchaser’s Premium and all escrow fees and recording fees and all
                    transfer tax, documentary stamp tax or similar tax payable by reason of transfer
                    of the Loan or the recordation of the Transfer of Liens. Purchaser will deposit
                    the Purchaser’s Premium in immediately available funds with Title Company on
                    or before Closing, and authorizes Title Company to pay the Purchaser’s Premium
                    directly to REDC at Closing.

(c)      The parties acknowledge that there shall be prorations with respect to the following
         items:

       (i)          Tax Refunds Post Closing: Tax refunds for the Property for which there is a tax
                    protest in process as of the Closing Date, resulting in a reimbursement of pre-
                    Closing Date servicing advances or other disbursements by the applicable loan
                    servicer for Seller (i.e., for amounts not otherwise to be distributed to the
                    applicable Borrower) shall be handled as follows: If any such refunds are
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             received by either party hereto subsequent to the Closing, the receiving party
             shall notify the other party within ten (10) Business Days following such receipt,
             and the received amounts, net of out-of-pocket expenses actually paid to an
             unaffiliated third-party tax appeal consultant, shall be prorated as of the Closing
             Date and disbursed within three (3) Business Days following the delivery of such
             notice to the applicable party in accordance with the time period allocable to such
             entity’s ownership of the Loan, with Seller being entitled to any amounts for pre-
             Closing Date time periods, and Purchaser being entitled to any amounts for
             periods on or after the Closing Date. Such pro-rations shall be handled outside
             of Closing by and between Seller and Purchaser.

      (ii)   Net Receivership and/or Cash Management Funds in the Month of Closing:
             With respect to any Property in receivership or which is cash managed through a
             deposit account control agreement or blocked account agreement within the
             control of the lender and capturing rents: all revenue received by Seller as part
             of the receivership and/or by Seller pursuant to the cash management system (in
             each case net of amounts applied to the Loan and amounts paid toward
             appropriate Property operating expenses, herein, “Net Property Proceeds”) for
             the month in which the Closing occurs shall be prorated through a settlement
             statement prepared by the Title Company as of the Closing Date. To the extent
             Net Property Proceeds are received by Seller prior to the Closing, they shall be
             retained by Seller and Purchaser shall be given a credit on the settlement
             statement for any Seller-retained Net Property Proceeds that are attributable to
             the period on and following the Closing Date for the month in which the Closing
             occurs. All other Net Property Proceeds received by either party during the
             month of Closing shall be prorated as of the Closing Date and paid by the
             receiving party to the other party within fifteen (15) days following the month in
             which the Closing occurs. Neither Seller nor Purchaser shall be obligated to
             collect such sums. There shall be no other pro-rations of Net Property Proceeds.
              If Seller has advanced any sums to any receiver for any receivership bonds,
             utility deposits (power, water, sewer, etc.), or for any other purposes, such sums
             shall at all times remain the property of Seller and shall be refunded to Seller, and
             Purchaser shall take all steps necessary to insure the prompt release of all such
             deposits to Seller upon the wind-up of the applicable receivership.

(d)     The Title Company shall prepare settlement statements to be approved and signed by
        each of Seller and Purchaser at Closing. Upon the Title Company’s receipt of all
        items set forth in this Section 3 along with signed copies (via PDF or facsimile) of a
        settlement statement approved by each party, Seller and Purchaser shall be deemed to
        have authorized the Title Company to:

      (i)    record the Transfer of Liens and any UCC-3 assignments in the appropriate
             records;

      (ii)   deliver to Purchaser the items set forth in subsection 3(b)(i) above (other than
             items to be recorded);
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             (iii)   disburse funds in the amount of the Purchase Price (including, without limitation,
                     the Earnest Money and after adjustment for prorations, credits and debits
                     hereunder) to the Seller; and

             (iv)    deliver to Seller the documentation in subsection 3(b)(ii)(3) above.

        Upon completion of the Closing, the Title Company shall deliver CD’s (or an email)
        containing PDF’s of all conveyance documents and the settlement statement to Seller and
        Purchaser. The terms and provisions of this Section 3 requiring post-Closing adjustments
        between Seller and Purchaser shall survive the Closing.

4.   Termination, Default, and Remedies

       (a)      If Purchaser fails or refuses to consummate the purchase of the Loan pursuant to this
                Contract at the Closing, or fails to perform any of Purchaser’s other obligations under
                this Contract either prior to or at the Closing for any reason other than termination of
                this Contract by Purchaser for Seller’s failure to perform Seller’s obligations under
                this Contract, then Seller shall have the right to pursue any and all remedies available
                at law or in equity including, but not limited to, the right to terminate this Contract by
                giving written notice of the termination to Purchaser prior to or at the Closing, or
                following the Closing Date. Upon such termination, neither party shall have any
                further rights or obligations under this Contract, Title Company shall deliver to Seller
                any portion of the Earnest Money still in the possession of Title Company, and Seller
                shall retain the Earnest Money in its entirety, which shall constitute liquidated
                damages under this Contract, free of any claims by Purchaser. The parties stipulate
                that the Earnest Money to which the Seller may be entitled under this Contract
                is a reasonable forecast of just compensation for the harm that would be caused
                by Purchaser’s breach, and that the harm that would be caused by such breach
                is one that is incapable or very difficult of accurate estimation.

       (b)      If Seller fails or refuses to consummate the sale of the Loan pursuant to this Contract
                at the Closing or fails to perform any of Seller’s other obligations under this Contract
                either prior to or at the Closing for any reason other than the termination of this
                Contract or Purchaser’s failure to perform Purchaser’s obligations under this
                Contract, then Purchaser shall have the right, as its sole and exclusive remedy
                (Purchaser hereby waiving all other rights and remedies, whether arising at law or in
                equity), to terminate this Contract by giving written notice of the termination to Seller
                prior to or at the Closing, or following the Closing Date, whereupon neither party
                shall have any further rights or obligations under this Contract, and Title Company or
                Seller, as applicable, shall deliver the Earnest Money to Purchaser, free of any claims
                by Seller.

       (c)      If either Seller or Purchaser becomes entitled to the Earnest Money upon cancellation
                of this Contract in accordance with its terms, Purchaser and Seller covenant and agree
                to deliver a letter of instruction to Title Company (to the extent Title Company is still

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                in possession of any portion of the Earnest Money) directing disbursement of the
                Earnest Money to the party entitled thereto. If either party fails or refuses to sign or
                deliver such instruction letter when the other party is entitled to disbursement of the
                Earnest Money such party shall pay, upon the final order of a court with appropriate
                jurisdiction, all reasonable attorneys’ fees and expenses (including, without limitation,
                court costs and fees and expenses of expert witnesses and other professionals)
                incurred by the party so entitled to the Earnest Money in connection with the recovery
                of the Earnest Money.

5.   Seller’s Covenants, Agreements, Representations, and Warranties

       (a)      Seller represents and warrants to Purchaser that:

              (i)    Seller is the owner and holder of the Loan, free and clear of any and all
                     encumbrances, except as otherwise disclosed to Purchaser.

             (ii)    Seller has the right, power, legal capacity, and authority to execute and deliver
                     this Contract and to consummate the transactions contemplated by this Contract.
                      This Contract has been duly and validly executed and delivered by Seller.

             (iii)   The individual or individuals executing this Contract and any and all documents
                     contemplated hereby on behalf of Seller has or have the legal power, right, and
                     actual authority to bind Seller to the terms and conditions contained in this
                     Contract and in such documents.

             (iv)    Seller has made available to Purchaser copies of all Loan Documents, title
                     policies and other instruments relating to the Loan which are in Seller’s
                     possession or the possession of any custodian of Seller as of the Effective Date,
                     including, without limitation and if applicable, a status report of all Litigation (as
                     defined in Section 6(b)(i) below) with respect to the Loan, but excluding any
                     documentation relating to the value of the Loan or the Property (other than the
                     appraisal, if any, obtained in connection with the origination of the Loan to the
                     extent it is in Seller’s possession) (collectively, the “Due Diligence Materials”).

       (b)      Seller covenants with Purchaser as follows from the Effective Date until the Closing:

              (i)    Seller shall use its commercially reasonable efforts to keep and perform all of the
                     obligations to be performed by the Seller under the Loan Documents;

             (ii)    Seller will not modify, cancel, extend or otherwise change in any manner any of
                     the terms, covenants, or conditions of any of the Loan Documents, nor enter into
                     any other agreements affecting the Loan, without the prior written consent of
                     Purchaser, which consent shall not be unreasonably withheld, conditioned or
                     delayed;


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           (iii)   Seller shall not (a) grant, pledge or consent to any security interest or other
                   encumbrances to be placed against or upon the Loan, (b) consent to any
                   easements or encumbrances upon the Property without the prior written consent
                   of Purchaser, which consent shall not be unreasonably withheld, conditioned or
                   delayed, or (c) subordinate or release any security for the Loan; and

           (iv)    Seller shall notify Purchaser upon learning of the institution of any new action,
                   suit, or proceeding against or affecting the Loan or the Property (unless Purchaser
                   has previously been notified of same).

6.    Representations, Warranties and Agreements of the Purchaser

     (a)      Purchaser, without conceding that the Loan is a “security”, hereby makes the
              following representations, warranties and agreements, which shall have been deemed
              to have been made as of the Closing Date:

            (i)    Purchaser is acquiring the Loan for its own account only and not for any other
                   Person;

           (ii)    Purchaser considers itself a substantial, sophisticated institutional investor having
                   such knowledge and experience in financial and business matters that it is
                   capable of evaluating the merits and risks of investment in the Loan;

           (iii)   Purchaser has been given copies of (or online access to electronic reproductions
                   of) all Due Diligence Materials made available by Seller;

           (iv)    Neither Purchaser nor anyone acting on its behalf has offered, transferred,
                   pledged, sold or otherwise disposed of the Loan, any interest in the Loan or any
                   other similar security to, or solicited any offer to buy or accept a transfer, pledge
                   or other disposition of the Loan, any interest in the Loan or any other similar
                   security from, or otherwise approached or negotiated with respect to the Loan,
                   any interest in the Loan or any other similar security with, any person in any
                   manner, or made any general solicitation by means of general advertising or in
                   any other manner, or taken any other action that would constitute a distribution of
                   the Loan under the Securities Act of 1933, as amended (the “Securities Act”), or
                   that would render the disposition of the Loan a violation of Section 5 of the
                   Securities Act or require registration pursuant thereto, nor will it act, nor has it
                   authorized or will it authorize any person to act, in such manner with respect to
                   the Loan; and

            (v)    Consistent with Section 7 below, Purchaser has not dealt with any broker,
                   investment banker, agent or other person, except Seller and the Intermediary
                   (defined in Section 7), who may be entitled to any commission or compensation
                   in connection with the sale of the Loan.


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(b)      Purchaser covenants with Seller as follows:

       (i)    With respect to any litigation and/or bankruptcy proceedings affecting the Loan
              (collectively, “Litigation”), Purchaser shall cause its legal counsel to file as soon
              as practical after the Closing but no later than twenty (20) calendar days after
              Closing, motions in accordance with the rules of the jurisdiction and court in
              which the Litigation is proceeding seeking the substitution of parties (with
              Purchaser substituted in and assuming all obligations and liabilities of Seller) and
              the substitution of legal counsel. Purchaser shall be solely responsible for any
              attorneys’ fees, court costs, and other expenses incurred with respect to the Loan
              from and after the Closing Date. Seller agrees to and shall reasonably cooperate
              with Purchaser (and shall cause its legal counsel to reasonably cooperate with
              Purchaser at Seller’s sole expense) in connection with such substitution. If, for
              any reason, substitution of parties does not occur within forty-five (45) days
              following the Closing Date, whether through the fault of Purchaser or otherwise,
              then Seller may dismiss without prejudice any Litigation against the Borrower or
              other obligors under the Loan, and regardless of such dismissal Purchaser shall
              reimburse and indemnify Seller for all reasonable attorneys’ fees, costs,
              expenses, and all other amounts incurred by Seller in connection with such
              Litigation after the Closing.

      (ii)    With respect to a Loan or Property in receivership, Purchaser acknowledges and
              agrees that (A) any receiver is an independent court-appointed receiver for the
              applicable court that appointed such receiver, and Seller is not responsible for or
              liable for the actions, errors or omissions of such receiver nor for any advances
              made by such receiver, negative balances associated with the receiver’s Property
              accounts (or other accounts), or any other Property-level operating expenses or
              other sums (whether current, delinquent, due, or to become due) with respect to
              the Property or Loan, and (B) Purchaser has reviewed all applicable Due
              Diligence Materials relative to such receiverships, is fully aware of all aspects of
              such receiverships, and is purchasing the Loan “AS IS, WHERE IS, WITH
              ALL FAULTS” as it relates to such receiverships with no right of
              reimbursement or payment from Seller as it relates to same whether attributable
              to time periods before or after the Closing Date (this disclaimer and
              acknowledgement is in addition to the disclaimer provisions of Section 8 below).

      (iii)   Inasmuch as the sale and transfer is on a servicing-released basis, Purchaser is
              assuming (and shall be solely responsible for and liable for) all loan servicing
              duties and all lender duties and obligations under the Loan Documents from and
              after the Closing Date and shall send at its own expense a hello/goodbye letter
              (either in the form attached hereto as Exhibit C or containing substantially
              similar information as Exhibit C) to each Borrower with respect to the Loan
              within 5 calendar days after Closing notifying each Borrower of the transfer of
              ownership and servicing of the Loan, and providing (A) the name and address of
              the new loan servicer, and (B) instructions on where the Borrower(s) can send

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                                                                                       C-III 11052010
                    loan payments by wire transfer, overnight delivery and regular mail. Seller
                    retains the right, in its sole discretion and without being so obligated, to send its
                    own goodbye letter to the Borrower(s), which letter may include the Purchaser’s
                    contact information set forth in Section 10 hereof. With respect to any cash
                    managed loans with lock-boxes, and/or blocked account or deposit account
                    agreements with the Borrower’s deposit bank, Seller and Purchaser shall
                    reasonably cooperate post-Closing to effect a change to such arrangements so
                    that any post-Closing deposits are wire transferred to a cash management account
                    under Purchaser’s control rather than Seller’s control. Purchaser shall be solely
                    liable for any attorneys’ fees, costs and other expenses associated with amending
                    such cash management arrangements. If Seller receives any funds post-Closing
                    into any cash management accounts under Seller’s control which should properly
                    be transferred to Purchaser, Seller shall transfer such funds to Purchaser via wire
                    transfer within ten (10) Business Days after the later to occur of the date Seller
                    becomes aware of the receipt of such funds and the date Seller receives
                    Purchaser’s wire transfer instructions.

            (iv)    Purchaser shall immediately after Closing contact all applicable insurance
                    companies and insurance brokers for Borrower’s insurance providers and switch
                    the name of the additional insured and/or loss payee as appropriate. With respect
                    to all Property for which Seller has force placed insurance, Seller may withdraw
                    such Property from its force placed policies and Purchaser shall immediately as
                    of the Closing Date place such Property on its force placed policies. Seller shall
                    have no liability to Purchaser for Purchaser’s failure or refusal to timely force
                    place insurance. Any refunds due to the termination of Seller’s insurance, force-
                    placed or otherwise, shall be paid to Seller.

             (v)    If the Loan has a “B” note or other companion note or mezzanine note (any being
                    referred to herein as a “B Note”) associated with it, then Purchaser acknowledges
                    and agrees that the servicing of the Loan requires servicing of the associated B
                    Note(s) and the Purchaser has reviewed any applicable intercreditor or co-lender
                    agreement(s) associated with same.

            (vi)    The terms and provisions of this Section 6(b) shall survive the Closing.

7.   Intermediary; No Brokers

     Neither Purchaser nor any other person or entity affiliated with Purchaser (each a “Purchaser
     Party”) has dealt with any finder, financial advisor, or broker in connection with this
     transaction other than Jones Lang LaSalle Americas, Inc. (the “Intermediary”). Purchaser
     agrees that Seller is not responsible for any advice, assurances, waivers or recommendation
     given to Purchaser, if any, by the Intermediary (including, without limitation, statements made
     concerning the economic terms of any arrangements between Seller and Intermediary) or
     actions taken by Intermediary, that Purchaser and Seller are dealing at arm’s length with each
     other in this transaction, and that no fiduciary or other special relationship exists or shall exist

                                               11
                                                                                             C-III 11052010
     between them. No Purchaser Party has entered into any agreement or arrangement with
     Intermediary that requires Purchaser Party to pay Intermediary any compensation. Purchaser
     acknowledges and agrees that Seller has a separate compensation arrangement with
     Intermediary pursuant to which Seller shall be responsible for any payment and/or other
     compensation due to Intermediary in connection with this transaction as a result of such
     arrangement, and Seller hereby indemnifies Purchaser as to any claim by Intermediary for such
     payment and/or compensation. Purchaser agrees that should any claim be made for brokerage
     commissions or finder’s fees by any broker or finder other than Intermediary by, through or on
     account of any acts of Purchaser or its representatives, Purchaser will hold Seller free and
     harmless from and against any and all loss, liability, cost, damage and expense in connection
     therewith. The provisions of this Section 7 shall survive Closing.

8.   Disclaimers

     PURCHASER ACKNOWLEDGES THAT IT HAS PREVIOUSLY PERFORMED
     EXAMINATIONS AND INVESTIGATIONS OF THE LOAN (INCLUDING WITHOUT
     LIMITATION, ANY LITIGATION) PRIOR TO THE EFFECTIVE DATE, AND THAT
     PURCHASER WILL RELY SOLELY UPON SUCH EXAMINATIONS AND
     INVESTIGATIONS IN PURCHASING THE LOAN. NOTWITHSTANDING ANYTHING
     TO THE CONTRARY HEREIN, IT IS EXPRESSLY UNDERSTOOD AND AGREED
     THAT PURCHASER IS PURCHASING THE LOAN “AS IS, WHERE IS” WITHOUT
     RECOURSE AND WITH ALL FAULTS AND THAT SELLER IS MAKING NO
     REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS OR IMPLIED, BY
     OPERATION OF LAW OR OTHERWISE, WITH RESPECT TO THE QUALITY,
     CONDITION OR VALUE OF THE LOAN, THE INCOME OR EXPENSES FROM OR OF
     THE LOAN OR THE PROPERTY, OR THE COMPLIANCE OF THE LOAN OR
     PROPERTY WITH APPLICABLE BUILDING OR FIRE CODES OR OTHER LAWS OR
     REGULATIONS. PURCHASER AGREES THAT SELLER IS NOT LIABLE FOR OR
     BOUND BY ANY GUARANTEES, PROMISES, STATEMENTS, REPRESENTATIONS
     OR INFORMATION PERTAINING TO THE LOAN OR THE PROPERTY MADE OR
     FURNISHED BY ANY REAL ESTATE AGENT, BROKER, EMPLOYEE, SERVANT OR
     OTHER PERSON REPRESENTING OR PURPORTING TO REPRESENT SELLER,
     EXCEPT AS AND TO THE EXTENT EXPRESSLY SET FORTH HEREIN. PURCHASER
     FURTHER ACKNOWLEDGES AND AGREES THAT THE COMPENSATION TO BE
     PAID TO SELLER FOR THE LOAN IS LESS THAN THE TOTAL AMOUNT OWING
     UNDER THE LOAN DUE, IN PART, TO THE LOAN BEING SOLD SUBJECT TO THE
     FOREGOING DISCLAIMERS. PURCHASER AND SELLER AGREE THAT THE
     PROVISIONS OF THIS SECTION SHALL SURVIVE THE CLOSING OF THE
     TRANSACTION CONTEMPLATED BY THIS CONTRACT.

9.   Confidentiality

     Purchaser and its representatives shall hold in strictest confidence all data and information
     obtained with respect to Seller or its business, whether obtained before or after the execution
     and delivery of this Contract, and shall not use such data or information or disclose the same to
                                              12
                                                                                           C-III 11052010
      others. In the event this Contract is terminated or Purchaser fails to perform hereunder,
      Purchaser shall promptly return to Seller any Due Diligence Materials as well as any and all
      other statements, documents, schedules, exhibits or other written information obtained from
      Seller in connection with this Contract or the transaction contemplated herein. It is understood
      and agreed that, with respect to any provision of this Contract which refers to the termination of
      this Contract and the return of the Earnest Money to Purchaser, such Earnest Money shall not
      be returned to Purchaser unless and until Purchaser has fulfilled its obligation to return to Seller
      the materials described in the preceding sentence. In the event of a breach or threatened breach
      by Purchaser or its agents or representatives of this Section, Seller shall be entitled to an
      injunction restraining Purchaser or its agents or representatives from disclosing, in whole or in
      part, such confidential information. Nothing in this Contract shall be construed as prohibiting
      Seller from pursuing any other available remedy at law or in equity for such breach or
      threatened breach.

10.   Notices

      Any notice pursuant to this Contract shall be given in writing by (a) personal delivery, or (b)
      expedited delivery service with proof of delivery, or (c) United States Mail, postage prepaid,
      registered or certified mail, return receipt requested, or (d) telecopy (provided that such telecopy
      is confirmed by expedited delivery service or by mail in the manner previously described), sent
      to the intended addressee at the address set forth below, or to such other address or to the
      attention of such other person as the addressee shall have designated by written notice sent in
      accordance herewith, and shall be deemed to have been given either at the time of personal
      delivery, or, in the case of expedited delivery service or mail, as of the date of first attempted
      delivery at the address and in the manner provided herein, or, in the case of telecopy upon
      receipt. Unless changed in accordance with the preceding sentence, the addresses for notices
      given pursuant to this Contract shall be as follows:

      If to Seller:                                         If to Purchaser:

      c/o C-III Asset Management LLC
      Attn: Laura Thorp
      5221 North O'Connor Blvd.
      Suite 600                                             Fax:
      Irving, TX 75039
      Fax: (972) 868-5494




                                                13
                                                                                              C-III 11052010
      With a copy to:

      Stephen R. Voelker, Esq.
      Winstead PC
      5400 Renaissance Tower
      1201 Elm Street
      Dallas, TX 75270
      Fax (214) 745-5390

11.   Modifications

      This Contract cannot be changed orally, and no executory agreement shall be effective to waive,
      change, modify or discharge it in whole or in part unless such executory agreement is in writing
      and is signed by the parties against whom enforcement of any waiver, change, modification or
      discharge is sought.

12.   Assigns

      This Contract shall inure to the benefit of and be binding on the parties and their respective
      legal representatives, successors, and assigns. Purchaser may not assign its rights or obligations
      under this Contract to any party without the prior written consent of Seller, which consent may
      be withheld in Seller’s sole discretion; provided that Purchaser may assign its rights under this
      Contract (without being relieved of its obligations hereunder except for the Purchaser’s Closing
      obligations to the extent performed by the assignee) to an affiliate of Purchaser or an entity in
      which Purchaser or its members or affiliates directly or indirectly hold(s) a controlling
      economic equity interest or the managing interest (“Permitted Assignee”) without the prior
      written consent of Seller. If Purchaser decides to assign this Contract to a Permitted Assignee,
      it shall deliver to Seller and to Title Company a signed assignment and assumption agreement
      no later than the date that is three (3) Business Days prior to the Closing. No such Permitted
      Assignee shall be an entity or individual (a) whose property or interests in property are blocked
      or subject to blocking pursuant to Section 1 of Executive Order 13224 of September 23, 2001
      Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to
      Commit or Support Terrorism (66 Fed. Reg. 49079 (2001), (b) otherwise appear on the list of
      Specially Designated Nationals and Blocked Persons in violation of the limitations or
      prohibitions under any other US Department of Treasury’s Office of Foreign Asset Control
      regulation or executive order, or (c) that has been convicted of a felony or otherwise subject to
      any pending investigation or proceeding involving criminal activity.

13.   [Intentionally omitted]

14.   Time of the Essence

      Time is of the essence in the execution and performance of this Contract and of each of its
      provisions.

                                               14
                                                                                             C-III 11052010
15.   Entire Agreement

      This Contract, including the Exhibits, contains the entire agreement between the parties
      pertaining to the subject matter hereof and fully supersedes all prior agreements and
      understandings between the parties pertaining to such subject matter.

16.   Further Assurances

      Each party agrees that it will without further consideration execute and deliver such other
      documents and take such other action, whether prior or subsequent to Closing, as may be
      reasonably requested by the other party to consummate more effectively the purposes or subject
      matter of this Contract. Without limiting the generality of the foregoing, Purchaser shall, if
      requested by Seller, execute acknowledgments of receipt with respect to any materials delivered
      by Seller to Purchaser with respect to the Loan.

17.   Attorneys’ Fees

      In the event of any controversy, claim or dispute between the parties affecting or relating to the
      subject matter or performance of this Contract, the prevailing party shall be entitled to recover
      from the non-prevailing party all of its reasonable expenses, including reasonable attorneys’ and
      court costs.

18.   Counterparts

      This Contract may be executed in several counterparts, and all such executed counterparts shall
      constitute the same agreement. It shall be necessary to account for only one such counterpart in
      proving this Contract. An electronic, PDF or facsimile signature of this Contract shall be
      permitted and be as effective and enforceable as an original.

19.   Severability

      If any provision of this Contract is determined by a court of competent jurisdiction to be invalid
      or unenforceable, the remainder of this Contract shall nonetheless remain in full force and
      effect.

20.   Applicable Law

      THIS CONTRACT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED
      IN ACCORDANCE WITH, THE SUBSTANTIVE FEDERAL LAWS OF THE UNITED
      STATES AND THE LAWS OF THE STATE OF TEXAS. PURCHASER HEREBY
      IRREVOCABLY SUBMITS TO THE JURISDICTION OF ANY STATE OR FEDERAL
      COURT SITTING IN DALLAS COUNTY, TEXAS, IN ANY ACTION OR PROCEEDING
      ARISING OUT OF OR RELATING TO THIS CONTRACT AND HEREBY
      IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR
      PROCEEDING SHALL BE HEARD AND DETERMINED IN A STATE OR FEDERAL
                                               15
                                                                                             C-III 11052010
      COURT SITTING IN DALLAS COUNTY, TEXAS. NOTHING CONTAINED IN THIS
      SECTION SHALL AFFECT THE RIGHT OF SELLER TO BRING ANY ACTION OR
      PROCEEDING AGAINST PURCHASER OR ITS PROPERTY IN THE COURTS OF ANY
      OTHER JURISDICTION. PURCHASER AND SELLER AGREE THAT THE PROVISIONS
      OF THIS SECTION SHALL SURVIVE THE CLOSING OF THE TRANSACTION
      CONTEMPLATED BY THIS CONTRACT.

21.   Limited Liability

      The obligations of Seller arising by virtue of this Contract shall be limited to the interest of
      Seller in the Loan, and resort shall not be had to any other assets of Seller.

22.   No Third Party Beneficiary

      The provisions of this Contract and of the documents to be executed and delivered at Closing
      are and will be for the benefit of Seller and Purchaser only and are not for the benefit of any
      third party, and accordingly, no third party shall have the right to enforce the provisions of this
      Contract or of the documents to be executed and delivered at Closing.

23.   Exhibits and Schedules

      The following schedules or exhibits attached hereto shall be deemed to be an integral part of
      this Contract:

        (a)      Attachment 1 –      Signature Block of Seller and Description of Loan
        (b)      Exhibit A –         Form of Transfer of Debt and Liens and Assignment of any
                                     Claims in Litigation and/or Bankruptcy Proceedings
        (c)      Exhibit B –         Wire Instructions for the Title Company
        (d)      Exhibit C –         Form of Servicing Hello/Goodbye Letter
        (e)      Exhibit D --        Form of Purchase Option Documents

24.   Captions

      The section headings appearing in this Contract are for convenience of reference only and are
      not intended, to any extent and for any purpose, to limit or define the text of any section or any
      subsection hereof.

25.   Construction

      The parties acknowledge that the parties and their counsel have reviewed and revised this
      Contract and that the normal rule of construction to the effect that any ambiguities are to be
      resolved against the drafting party shall not be employed in the interpretation of this Contract or
      any exhibits or amendments hereto.



                                                16
                                                                                             C-III 11052010
26.   Termination of Contract

      If either Purchaser or Seller terminates this Contract pursuant to a right of termination granted
      hereunder, such termination shall operate to relieve Seller and Purchaser from all obligations
      under this Contract, except for such obligations as are specifically stated herein to survive the
      termination of this Contract.

27.   Special Servicer’s Rights and Duties with Respect to Performing Loan and/or Full Loan Payoff;
      and Assignment of Servicer’s Purchase Option

        (a)     Purchaser acknowledges that the terms and provisions of the “Pooling and Servicing
                Agreement” (the “PSA”) pursuant to which the Loan has been securitized, and the
                laws and regulations applicable to real estate investment mortgage conduits, prohibit
                Seller from selling a performing loan. Additionally, the parties acknowledge that the
                Borrower may effect a Full Loan Payoff (hereinafter defined) prior to the sale of the
                Loan being finalized hereinunder. As used herein, a “Full Loan Payoff” shall mean
                receipt by Seller of all principal, accrued interest and other amounts due from the
                Borrower under the Loan except for late fees and default interest which may be
                waived by Seller or its loan servicer(s). Accordingly, Purchaser agrees that Seller
                may terminate this Contract by giving written notice to Purchaser at any time
                following the receipt by Seller of either (i) all funds necessary to bring the Loan
                current, or (ii) a Full Loan Payoff with respect to the Loan. Following a termination
                pursuant to this Section 27, the Title Company shall deliver the Earnest Money to
                Purchaser, free of any claims by Seller, and neither party shall have any further rights
                or obligations under this Contract.

        (b)     Purchaser acknowledges that under the terms of the PSA, C-III may hold an option
                to purchase the Loan. If such is the case with respect to this Loan, then by an
                “Assignment of Purchase Option by Special Servicer” to be executed at Closing
                effective as of the date of Closing by C-III as assignor, and by Purchaser as
                assignee, C-III shall assign its purchase option with respect to the Loan to Purchaser
                (such document being herein referred to as the “Assignment of Purchase
                Option”). In addition to the Assignment of Purchase Option, Purchaser and C-III
                will give notice of such assignment and of the exercise of such option in accordance
                with the terms of the PSA by executing at Closing a certain “Notice of Assignment
                of Purchase Option by Special Servicer and Purchase Option Notice” dated as of
                the Closing (herein the “Option Notice” which, collectively with the Assignment
                of Purchase Option, are herein referred to as the “Purchase Option Documents”).
                The forms of the Purchase Option Documents are attached hereto as Exhibit “D”.


                                   SIGNATURE PAGES FOLLOW




                                               17
                                                                                             C-III 11052010
         In witness whereof, this Contract is executed as of the Effective Date.

SELLER: [See Attachment 1]                                 PURCHASER:



                                                           By:
                                                           Name:
                                                           Title:




                           TITLE COMPANY ACKNOWLEDGEMENT:

Title Company acknowledges receipt of a copy of this Agreement and the Earnest Money deposit
on _________________, 201__, in the amount of $_______________, and agrees to act as Title
Company, including disbursement of the Earnest Money, subject to the terms and conditions of
this Agreement and without any additional instructions or authorizations.




By:
Name:
Title:




                                          Signature Page
                                        Attachment 1

       List of Loan, Signature blocks of Sellers and Purchase Price and Earnest Money


1.   Seller (also “Assignor”)

     Trustee Name

2.   Loan Documents

           (i)    That certain ________________ Note (the “Note”), executed by
                  _______________ (“Borrower”), in the original principal amount of
                  $_________________, dated ____________________, payable to the order of
                  _____________________________________ (“Original Lender”);
           (ii)   That certain __________________________ (the “Security Instrument”),
                  executed by Borrower of even date with the Note, recorded as Instrument No.
                  ______________ in the Real Property Records of _____________________
                  (the “Records”), assigned to Assignor by that certain assignment recorded as
                  Instrument No. ____________ of the Records; and
           (iii) That certain Assignment of Leases and Rents (the “ALR”), executed by
                 Borrower of even date with the Note, recorded as Instrument No.
                 ______________ of the Records, assigned to Assignor by that certain
                 assignment recorded as Instrument No. ______________ of the Records

3.   Earnest Money:

4.   Purchase Price:

5.   Purchaser’s Premium:

6.   Signature Block:

                    Trustee Name

                    By:     C-III Asset Management LLC, f/k/a
                            Centerline Servicing Inc., its special servicer

                            By:
                            Name:
                            Title:




                                Attachment 1 – Page 1
                                            Exhibit A



When Recorded, Return to:

______________________
______________________
______________________




                                      Transfer of Debt and Liens
                                    and Assignment of any Claims
                            in Litigation and/or Bankruptcy Proceedings

STATE OF                              §
                                      §      KNOW ALL PERSONS BY THESE PRESENTS:
COUNTY OF                             §


        That Trustee Name (“Assignor”), is the current owner and holder of the loan evidenced
and/or secured by the following loan documents:

             (i)    That certain ________________ Note (the “Note”), executed by
                    _______________ (“Borrower”), in the original principal amount of
                    $_________________, dated ____________________, payable to the order of
                    _____________________________________ (“Original Lender”);
             (ii)   That certain __________________________ (the “Security Instrument”),
                    executed by Borrower of even date with the Note, recorded as Instrument No.
                    ______________ of the Real Property Records of _____________________
                    (the “Records”), assigned to Assignor by that certain assignment recorded as
                    Instrument No. ____________ of the Records; and
             (iii) That certain Assignment of Leases and Rents (the “ALR”), executed by
                   Borrower of even date with the Note, recorded as Instrument No.

                                    Exhibit A – Page 1
                    ______________ of the Records, assigned to Assignor by that certain
                    assignment recorded as Instrument No. ______________ of the Records
covering and affecting that certain real property located in        County,         more completely
described in Exhibit A attached hereto and made a part hereof, for good and valuable consideration
paid to Assignor by                             (“Assignee”), the receipt and sufficiency of which
are hereby acknowledged, has negotiated, transferred, assigned, endorsed, granted, conveyed, and
delivered, and by these presents does hereby negotiate, transfer, assign, endorse, grant, convey and
deliver unto Assignee all of the following described property, subject to the proviso below
(collectively, the “Debt and Liens”), to-wit:

      (a)    The Note and all indebtedness now or hereafter evidenced thereby;

      (b)    all of the rights, benefits, privileges, liens, security interests, and assignments owned,
             held, accruing, and to accrue to, and for the benefit of the Assignor under the Security
             Instrument, the ALR and any vendor’s lien;

      (c)    all claims and/or causes of action Assignor may have relating to the Note, the Security
             Instrument and the ALR including any that are the subject of any litigation or
             bankruptcy proceeding; and

      (d)    all other liens, security interests, lien priority agreements, guaranties, collateral
             assignments, covenants, agreements, rights, benefits, and privileges in any manner
             belonging or to accrue to the benefit of Assignor, in respect of the Security
             Instrument, the ALR or the Note and any indebtedness now or hereafter evidenced
             thereby or any security for them that are in the possession of Assignor and which
             Assignor has the legal right to transfer to Assignee;

        provided however, that Assignor retains (1) as an indemnitee, the benefits of the duties
of indemnity, if any, owed by any guarantor, indemnitor or other obligor under the Debt and
Liens to the Assignor (such retained rights hereafter being held by Assignor in the capacity of a
co-indemnitee along with Assignee as an owner of the same rights upon the execution and
delivery hereof) or to its predecessors due to environmental issues or other matters which by the
terms of the applicable loan documents would survive a payoff of the Note, it being understood
that such rights as an indemnitee are not impaired or diminished as to either Assignor or
Assignee by this transfer nor shall they be affected by any lien releases or satisfactions, if any,
issued by any holder of the Note or related loan documents, and (2) the Reserves, as defined in
the “Loan Purchase Contract” between Assignor and Assignee related to this Transfer of Debt
and Liens.

        To have and to hold, the Debt and Liens unto Assignee, its successors and assigns, forever,
so that neither Assignor nor anyone else shall claim the Debt and Liens, or any part thereof, and
Assignor shall accordingly forever protect and defend Assignee’s right and title to the Debt and
Liens.



                                    Exhibit A – Page 2
        By acceptance of this transfer, Assignee acknowledges and agrees that (i) the liability of
Assignor to Assignee hereunder shall be limited to the net purchase price paid for the Note less
payments received by Assignee on the principal balance and may only be satisfied from the assets
of the trust fund formed pursuant to the applicable pooling and servicing agreement for the
applicable trust fund, (ii) the transfer is on a servicing-released basis and (iii) Assignee is assuming
(and shall be solely responsible for and liable for) all loan servicing duties and all lender duties and
obligations under the Note, Security Instrument, ALR and related loan documents from and after
the effective date set forth below.


                                  SIGNATURE PAGE FOLLOWS




                                     Exhibit A – Page 3
       In witness whereof, Assignor has caused this Transfer of Debt and Liens to be effective as
of _____________ ___, 201_.


                                              ASSIGNOR:

                                              Trustee Name

                                              By:       C-III Asset Management LLC, f/k/a Centerline
                                                        Servicing Inc., its special servicer

                                                        By:
                                                        Name:
                                                        Title:


STATE OF TEXAS                       §
                                     §
COUNTY OF DALLAS                     §

BEFORE ME, a Notary Public of the State and County aforesaid, personally appeared
_____________________________________, _____________________________________ of
C-III Asset Management LLC, f/k/a Centerline Servicing Inc., Special Servicer of Trustee Name,
who acknowledged to me that he/she signed this instrument on behalf of said entity.

WITNESS MY HAND AND OFFICIAL SEAL this _____ day of ________________, 201_.


Notary Public

My Commission Expires:

[SEAL]




                                   Exhibit A – Page 4
          Exhibit A
to Transfer of Debt and Liens
Legal Description of Property
      [TO BE ADDED]




 Exhibit A – Page 5
                                Exhibit B
                   Wire Instructions for Title Company


Bank:
City and State of Bank:
ABA No.:
Account Name:
Account No.:
Reference/Further
Credit to:                      C-III Loan # __________________



  Upon receipt notify ____________ at __________________




                      Exhibit B – Page Solo
                                         Exhibit C
                          [Letterhead of Purchaser]
                             Servicing Hello/Goodbye Letter

Date: ______________________

_________________________________________
_________________________________________
_________________________________________

Re:    Notification of Servicing Transfer
       Borrower Name:
       Property Name:
       Your previous Loan #
       New Loan #

Dear Borrower:

Please be advised that the above referenced loan has been sold and servicing has changed on
your loan. _____________________________________ (“Servicer”) will be servicing your
loan and will begin accepting payments from the borrower effective immediately. The terms
and conditions of your mortgage loan documents will not change.

If you do not receive a billing statement from Servicer in time for your next payment and you
are sending your payment via regular U.S. mail or overnight delivery, please use the
temporary coupon which has been provided for you at the end of this letter, and send it along
with your check, to Servicer. Alternatively, you may wire your payment pursuant to the
wire instructions below.

Effective immediately, you should forward all payments of principal (if applicable), accrued
but unpaid interest and all payments for reserves, escrow and impounds to Servicer at the
following address, until you are directed otherwise by Servicer.

If by Wire Transfer:                           If by Overnight Delivery:
Bank :
ABA#:
Credit Account:
Account number:
Reference: Loan #
Contact:

If by Regular Mail:




                                    Exhibit C – Page 1
PLEASE DO NOT SEND ANY PAYMENTS TO YOUR PREVIOUS LOAN
SERVICER. IF YOU RECEIVE ANY CONFLICTING INSTRUCTIONS
CONCERNING WHERE TO SEND YOUR PAYMENTS, CALL SERVICER
IMMEDIATELY AT ( )_____________.

You will soon be receiving a monthly billing statement from Servicer. In the meantime, if
using overnight delivery or regular mail, please detach the payment coupon at the bottom of
the billing statement and forward it along with your check to ensure proper posting to your
account to the Servicer address referenced on the billing statement coupon. You should
reference your loan number on anything you send to Servicer.

All payments are due on the due date set forth in your loan documents. A late charge may be
imposed for late payments, and other charges may apply, subject to the grace periods (if any)
specified in your loan documents.

If you are interested in having your payment deducted automatically each month from your
operating account, you should contact Servicer. Should you have a need to contact your
previous servicer, or if you have any questions regarding your loan, you should also call
Servicer. For your convenience, Customer Service Staff are available to help you between
the hours of 8:00 AM and 5:00 PM (_____________Time), Monday through Friday, and can
be reached at (___) _______________________.

Sincerely,
Servicer Accounting and Loan Servicing Staff
(___) _______________________


             TEMPORARY LOAN PAYMENT COUPON

Borrower Name & Address:                       If by Overnight Delivery:




                                               If by Regular Mail:
Total Payment Amount Enclosed:
$

Loan Number:




                                    Exhibit C – Page 2
                                      Exhibit D
                          Form of Purchase Option Documents


                          C-III Asset Management LLC
                5221 N. O'Connor Blvd., Suite 600, Irving, TX 75039

                             ________________ __, 201_



Controlling Class Option Holder                Master Servicer




Trustee                                        Paying Agent




Re: Notice of Assignment of Purchase Option by Special Servicer and Purchase
Option Notice


Ladies and Gentlemen:

Pursuant to the governing Pooling and Servicing Agreement dated ___________for the
______________ (“Trust”), C-III Asset Management LLC, a Delaware limited liability
company (f/k/a Centerline Servicing, Inc.) (“C-III”), as Special Servicer, hereby notifies
you that that it has assigned its Purchase Option with respect to the above referenced
Defaulted Mortgage Loan to ______________ (“Assignee”), an unaffiliated third party.
A copy of the fully-executed Assignment of Purchase Option by Special Servicer is
attached for your records.

The contact information for the Assignee is:
__________________
__________________
__________________
__________________

The Assignee hereby is exercising its Purchase Option pursuant to the Pooling and
Servicing Agreement. Therefore, this is also notice of the exercise of the Purchase
Option.


                                   Exhibit D – Page 1
The Assignee will deliver the purchase price to or at the direction of C-III on behalf of the
Trust, in exchange for the transfer to Assignee of the Defaulted Mortgage Loan.

The Assignee acknowledges and agrees that the exercise of the Purchase Option may not
be revoked, and that the Assignee shall be obligated to close its purchase of the Defaulted
Mortgage Loan.

Please contact the undersigned Assignor at (972) 868-_____ should you have any
questions.

Sincerely,




ASSIGNOR:

C-III Asset Management LLC, a Delaware
limited liability company (f/k/a Centerline
Servicing, Inc.), in its capacity as special
servicer pursuant to the Pooling and Servicing
Agreement


By:
         ________________, Servicing Officer



ASSIGNEE:

By:
Name:
Title:




                                    Exhibit D – Page 2
                      ASSIGNMENT OF PURCHASE OPTION
                            BY SPECIAL SERVICER


        THIS ASSIGNMENT OF PURCHASE OPTION (this “Assignment”) is made
effective as of _______________ ___, 201_ by and between C-III Asset Management
LLC, a Delaware limited liability company (f/k/a Centerline Servicing Inc.), in its capacity
as Special Servicer (“Assignor”) and ______________ (“Assignee”) in connection with
(i) the Pooling and Servicing Agreement dated as of ________ (the “PSA”), by and
among __________________ as Depositor,_______________, as Trustee and Paying
Agent, _____________, as Master Servicer, and Centerline Servicing Inc. (n/k/a C-III
Asset Management LLC, a Delaware limited liability company), as Special Servicer, with
respect to the _____________ (the “_________ Securitization”), and (ii) the transfer of
the Purchase Option (herein so referred to) with respect to the Loan (defined below) to
Assignee.

        Capitalized terms used but not otherwise defined in this Assignment shall have
the respective meanings assigned to them in the PSA.

       A.       The Trust is the owner of a Mortgage Loan in the original principal
amount of $______________ that is included in the __________ Securitization and is
secured by the Mortgaged Property located in ____________ (the “Loan”). The Loan is a
Defaulted Mortgage Loan under the PSA and is being serviced and administered by
Assignor in its capacity as Special Servicer.

        B.      Assignor, pursuant to PSA, is the holder of the Purchase Option with
respect to the Loan, and has the right to assign the Purchase Option to Assignee.

       C.     Assignee intends to purchase the Loan and has requested that Assignor
assign the Purchase Option to Assignee, and Assignor desires to assign the Purchase
Option to Assignee, pursuant to the terms and conditions of this Assignment.

       NOW THEREFORE, the parties agree as follows:

       For good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Assignor hereby assigns, transfers and conveys to Assignee all of
Assignor’s right, title and interest in and to the Purchase Option with respect to the Loan
under the PSA’s applicable terms.

       In the event that the Assignee does not close on the exercise of the Purchase
Option, as such closing is provided for in the Loan Purchase Contract entered into by
Assignee with the Trust as seller with respect to the Loan, this assignment of the Purchase
Option shall automatically terminate and shall be void and of no further force or effect.




                                    Exhibit D – Page 3
        This Assignment is being executed by Assignee and Assignor and shall be binding
upon Assignee, Assignor and their respective permitted successors and assigns of each of
them, for the uses and purposes set forth above and shall be effective as of the date set
forth above. This Assignment may be executed in any number of counterparts, each of
which shall be deemed to be an original, but all of which together shall constitute one and
the same instrument. Nothing in this Assignment shall be deemed to create or imply any
right or benefit in any person other than Assignee, Assignor or their respective permitted
successors and assigns.

      IN WITNESS WHEREOF, this Assignment has been executed by the parties as of
__________, 201_ to be effective as of the date first set forth above.



ASSIGNOR:

C-III Asset Management LLC a Delaware
limited liability company (f/k/a Centerline
Servicing Inc.), in its capacity as special
servicer pursuant to the PSA



By:
         _____________________, Servicing Officer




ASSIGNEE:
By:
Name:
Title:




                                   Exhibit D – Page 4

								
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