Common use of Agreement to Purchase Clause in Contracts

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on or about February 10, 2016 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Fashion Valley Mall” (the “Fashion Valley Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $30,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10December 21, 2016 2023 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820196,184,000, subject to a variance plus (ii) $30,000,000, representing the 40.0% pari passu interest of plus the Mortgage Loan Seller in the Fashion Valley Mall Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the an amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay such purchase price to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (“MSMCH”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $42,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10June 29, 2016 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of $225,688,820428,853,759, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $42,500,000, representing the 65.4% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5.05%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on or about February 10, 2016 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,82082,423,094, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The purchase Cut-Off Date with respect to the Mortgage Loans is March 1, 2012; provided that, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during March 2012 are deemed to have been received on March 1, 2012 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to March 2012, whether or not received, of (i) $767,814,062, plus (ii) the 50% pari passu interest of the Seller in the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Seller and its successors and assigns with a Cut-Off Date balance of $49,875,603. Seller and Bank of America, National Association co-originated the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan, which will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $99,751,207. The sale of the Mortgage Loans shall take place on or about February 10March 28, 2016 2012 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balance (shall equal the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject amount to a variance of plus or minus 5.0%. The be set forth as such purchase price in the Xxxx of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale Sale (substantially in the form of Exhibit F to this Agreement3 hereto), to be entered into between the Mortgage Loan Seller and the Purchaser parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date. Notwithstanding anything to the contrary contained herein, with respect to the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan, references to a Mortgage Note herein shall mean solely the Mortgage Note in favor of the Seller and its successors and assigns related to the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan, and references to a Mortgage Loan shall mean solely the portion of the Xx Xxxxxx Hotels & Resorts Portfolio Mortgage Loan evidenced by such Mortgage Note. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser’s rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A hereto as “Market Street – The Woodlands” (the “Market Street – The Woodlands Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $22,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10June 29, 2016 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of $225,688,820201,800,000, plus (ii) $22,500,000, representing the 34.6% pari passu interest of the Mortgage Loan Seller in the Market Street – The Woodlands Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5.05%. The Market Street – The Woodlands Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $65,000,000. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement that is allocable to the Mortgage Loans to be sold to the Purchaser by the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereofSeller and (ii) (the “Mortgage Loan Purchase Price”) shall be equal to the a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and dated the issuance of Closing Date (which price reflects no deduction for any transaction expenses for which the Certificates (the “Xxxx of Sale”Mortgage Loan Seller is responsible). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts $228,443.06 with respect to the Westchester One Mortgage LoansLoan, which has an initial Due Date in August 2017, to be deposited by the Depositor into the Distribution Interest Reserve Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each . The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate Seller on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “One & Two Commerce Square” (the “One & Two Commerce Square Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by JPMorgan Chase Bank, National Association and the Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $12,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10July 11, 2016 2023 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,82084,231,554, subject to a variance plus (ii) 12,500,000, representing the 50% pari passu interest of plus the Mortgage Loan Seller in the One & Two Commerce Square Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The purchase mortgage loan identified on Exhibit B to the Pooling and Servicing Agreement as “Sheraton Grand Nashville Downtown” (the “Sheraton Grand Nashville Downtown Mortgage Loan”) was originated by Argentic Real Estate Finance LLC (“AREF”) and is a Joint Mortgage Loan with respect to Seller. Seller acquired from AREF one of the Mortgage Notes evidencing such mortgage loan, and Seller is only selling to Purchaser such Mortgage Note, which is in the original principal amount of $25,000,000 and designated as promissory note A-4 (the “Sheraton Grand Nashville Downtown Note A-4”. Notwithstanding anything to the contrary herein, only such Mortgage Note shall constitute a “Mortgage Loan” or “Mortgage Note” hereunder, and the information on the Mortgage Loan Schedule attached hereto is presented solely with respect to such Mortgage Note. The Cut-off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan in December 2018 (or, in the case of any Mortgage Loan that has its first (1st) due date after December 2018, the date that would have been its due date in December 2018 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to December 2018, whether or not received, of (i) $213,226,055, plus (ii) $25,000,000, representing the 50.0% pari passu interest of Seller in the Sheraton Grand Nashville Downtown Mortgage Loan, which pari passu interest is represented by the Sheraton Grand Nashville Downtown Note A-4. The Sheraton Grand Nashville Downtown Mortgage Loan will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to December 2018, whether or not received, of $50,000,000. The sale of the Mortgage Loans shall take place on or about February 10December 27, 2016 2018 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balance (shall equal the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject amount to a variance of plus or minus 5.0%. The be set forth as such purchase price in the Xxxx of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale Sale (substantially in the form of Exhibit F to this Agreement3 hereto), to be entered into between the Mortgage Loan Seller and the Purchaser parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser’s rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on or about February 10, 2016 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820567,336,082, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The purchase mortgage loan identified on Exhibit B to the Pooling and Servicing Agreement as “Sheraton Grand Nashville Downtown” (the “Sheraton Grand Nashville Downtown Mortgage Loan”) was originated by Seller and is a Joint Mortgage Loan with respect to Seller. Seller is only selling to Purchaser one of the Mortgage Notes evidencing such mortgage loan, which is in the original principal amount of $25,000,000 and designated as promissory note A-3 (the “Sheraton Grand Nashville Downtown Note A-3”). Notwithstanding anything to the contrary herein, only such Mortgage Note shall constitute a “Mortgage Loan” or “Mortgage Note” hereunder, and the information on the Mortgage Loan Schedule attached hereto is presented solely with respect to such Mortgage Note. The Cut-off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan in December 2018 (or, in the case of any Mortgage Loan that has its first (1st) due date after December 2018, the date that would have been its due date in December 2018 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to December 2018, whether or not received, of (i) $139,700,000, plus (ii) $25,000,000, representing the 50% pari passu interest of Seller in the Sheraton Grand Nashville Downtown Mortgage Loan, which pari passu interest is represented by the Sheraton Grand Nashville Downtown Note A-3. The Sheraton Grand Nashville Downtown Mortgage Loan will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to December 2018, whether or not received, of $50,000,000. The sale of the Mortgage Loans shall take place on or about February 10December 27, 2016 2018 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balance (shall equal the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject amount to a variance of plus or minus 5.0%. The be set forth as such purchase price in the Xxxx of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale Sale (substantially in the form of Exhibit F to this Agreement3 hereto), to be entered into between the Mortgage Loan Seller and the Purchaser parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser’s rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on or about February 10, 2016 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820151,353,416, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “One & Two Commerce Square” (the “One & Two Commerce Square Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by Bank of America, National Association and the Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $12,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10July 11, 2016 2023 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820127,800,000 plus (ii) 12,500,000, subject to a variance representing the 50% pari passu interest of plus the Mortgage Loan Seller in the One & Two Commerce Square Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10June 29, 2016 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of $225,688,820355,638,808, plus (ii) $45,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5.05%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $90,000,000. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Grand Canal Shoppes” (the “Grand Canal Shoppes Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by MSBNA, JPMorgan Chase Bank, National Association, Xxxxxxx Xxxxx Bank USA and Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $50,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10August 8, 2016 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820305,567,552, subject to a variance plus (ii) $50,000,000, representing the 50% pari passu interest of plus or minus 5.0%the Mortgage Loan Seller in the Grand Canal Shoppes Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive of accrued interest and exclusive i) the portion of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for on the benefit Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. The Mortgage Loan Seller hereby directs the Purchaser to transfer the portion of the Trust Fund, which RR Interest Deposit Amount for each such Mortgage Loan represents an amount equal referenced above directly to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage LoanMSBNA.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The purchase and Cut-Off Date with respect to the Mortgage Loans is October 1, 2011; provided that, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during October 2011 are deemed to have been received on October 1, 2011 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to October 2011, whether or not received, of $588,145,879. The sale of the Mortgage Loans shall take place on or about February 10October 5, 2016 2011 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balance (shall equal the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject amount to a variance of plus or minus 5.0%. The be set forth as such purchase price in the Bxxx of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale Sale (substantially in the form of Exhibit F to this Agreement3 hereto), to be entered into between the Mortgage Loan Seller and the Purchaser parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx Bxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser’s rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The purchase and Cut-Off Date with respect to the Mortgage Loans is October 1, 2011; provided that, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during October 2011 are deemed to have been received on October 1, 2011 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to October 2011, whether or not received, of $903,842,885. The sale of the Mortgage Loans shall take place on or about February 10October 5, 2016 2011 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balance (shall equal the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject amount to a variance of plus or minus 5.0%. The be set forth as such purchase price in the Bxxx of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale Sale (substantially in the form of Exhibit F to this Agreement3 hereto), to be entered into between the Mortgage Loan Seller and the Purchaser parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx Bxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser’s rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Fashion Valley Mall” (the “Fashion Valley Mall Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10December 21, 2016 2023 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,82091,250,000, subject to a variance plus (ii) $45,000,000, representing the 60.0% pari passu interest of plus the Mortgage Loan Seller in the Fashion Valley Mall Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the an amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay such purchase price to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by MSBNA and Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $50,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10September 27, 2016 2018 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820457,169,593, subject to a variance plus (ii) $50,000,000, representing the 50% pari passu interest of plus or minus 5.0%the Mortgage Loan Seller in the Aventura Mall Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement that is allocable to the Mortgage Loans to be sold to the Purchaser by the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereofSeller and (ii) (the “Mortgage Loan Purchase Price”) shall be equal to the a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for on the benefit Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. The Mortgage Loan Seller hereby directs the Purchaser to transfer the portion of the Trust Fund, which RR Interest Deposit Amount for each such Mortgage Loan represents an amount equal referenced above directly to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage LoanMSBNA.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, each of the Mortgage Loans identified on Exhibit B to the Pooling and Servicing Agreement as “Century Plaza Towers” (the “Century Plaza Towers Mortgage Loan”) and “ILPT Industrial Portfolio” (the “ILPT Industrial Portfolio Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by Deutsche Bank AG, Xxxxx Fargo Bank, National Association and MSBNA, in the case of the Century Plaza Towers Mortgage Loan, and by MSBNA, Bank of America, National Association and UBS AG, New York Branch, in the case of the ILPT Industrial Portfolio Mortgage Loan, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amounts of $62,500,000 and $35,760,000, respectively (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February December 10, 2016 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820283,205,000, subject to a variance plus (ii) $62,500,000, representing the approximately 59.52% pari passu interest of the Mortgage Loan Seller in the Century Plaza Towers Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns, plus (iii) $35,760,000, representing the 47.68% pari passu interest of the Mortgage Loan Seller in the ILPT Industrial Portfolio Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement that is allocable to the Mortgage Loans to be sold to the Purchaser by the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereofSellers and (ii) (the “Mortgage Loan Purchase Price”) shall be equal to the a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for on the benefit Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. The Mortgage Loan Seller hereby directs the Purchaser to transfer the portion of the Trust Fund, which RR Interest Deposit Amount for each such Mortgage Loan represents an amount equal referenced above directly to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage LoanMSBNA.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt by the Mortgage Loan Seller (or its designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on or about February 10April 14, 2016 2022 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of (i) $225,688,820233,069,443 plus (ii) $43,479,070, representing the approximately 51.15% pari passu interest of the Mortgage Loan Seller in the 000 Xxxxxxxxx Xxxxxx Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to (i) the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”)) and (ii) the portion of the VRR Interest with a $29,045,914 initial Certificate Balance and representing approximately 63.5% of the entire VRR Interest. On the Closing Date, the The Mortgage Loan Seller shall hereby directs the Purchaser to cause such portion of the VRR Interest to be registered in the name of Deutsche Bank AG, acting through its New York Branch (“DBNY”) and to cause such VRR Interest to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, Certificate Administrator to be deposited by held in the Depositor into the Distribution Retained Interest Safekeeping Account on behalf of DBNY in accordance with the Mortgage Loan Seller Pooling and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage LoanServicing Agreement.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees The Originators agree to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, from time to time, without recourse, but subject to the terms of this Agreement, Mortgage Loans. The purchase , together with the Servicing Rights, having an aggregate principal balance on the related Cut-off Date in an amount set forth in Section 4.01 or on the related Term Sheet or in such other amount as agreed by the Purchaser and sale the Originators as evidenced by the actual aggregate principal balance of the Mortgage Loans shall take place accepted by the Purchaser on the related Closing Date. As part of the foregoing agreement, on or about February 10before July 15, 2016 2003 (or such other later date up to and including July 31, 2003 as shall be mutually acceptable necessary due to any delays connected to the parties hereto (the “Closing Date”). As completion of the Purchaser's due diligence review of the Mortgage Loans, but not including delays caused by direct actions taken by the Purchaser) the Originators shall agree to sell, and in good faith the Purchaser shall agree to purchase, Mortgage Loans, together with the Servicing Rights, having a minimum aggregate principal balance of $275,000,000 as of the related Cut-off Date, Dates. These Mortgage Loans are referred to as the "First Acquired Pool" and shall include the Mortgage Loans will have an aggregate principal balance purchased on the initial Closing Date. The Purchase Price Percentage for each Mortgage Loan in the First Acquired Pool accepted for purchase by the Purchaser shall be 105.00%; provided, however, that such Purchase Price Percentage shall be adjusted to a lower percentage if (i) the “Aggregate Cut-off Date Balance”), after application initial weighted average Mortgage Interest Rate of all payments Mortgage Loans in the First Acquired Pool is less than 9.58% per annum or (ii) there is a material adverse change in the overall loan characteristics of principal due thereon on all Mortgage Loans in the First Acquired Pool compared to the loan characteristics of the approximately $215,000,000 pool of mortgage loans (other than any mortgage loans secured by mortgaged properties located in New York City or before mortgage loans originated for business purposes) set forth in the Cut-off Date, whether electronic data tape sent in June 2003 by the Originators to the Purchaser. Any adjustment of the Purchase Price Percentage for decreases in the weighted average Mortgage Interest Rate below 9.58% per annum shall be at a 2 to 1 multiple. Any or not received, all of $225,688,820, subject to a variance of plus or minus 5.0%. The purchase price of the adjustment in the Purchase Price Percentage for the Mortgage Loans (inclusive in the First Acquired Pool by means of accrued interest a refund or other form of settlement between the Originators and exclusive the Purchaser shall be completed at the time of the final purchase of Mortgage Loan Seller’s share Loans in the First Acquired Pool or within one week of the costs set forth such date. Notwithstanding any other provision in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal this section to the amount set forth in (contary, until such time as each Term Sheet is executed and subject to delivered by the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller Originators and the Purchaser in connection with this Agreement a purchase of Mortgage Loans and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered subject to the Depositor an amount equal to Purchaser's satisfactory completion, in the aggregate Interest Deposit Amounts with respect to the Mortgage Loanssole discretion, to be deposited by the Depositor into the Distribution Account on behalf of its due diligence review of the Mortgage Loan Seller and for Loans to be purchased to insure that they meet the benefit requirements set forth in this Agreement, except in the case of the Trust Fund, which Interest Deposit Amount for each such initial purchase of Mortgage Loan represents an amount equal to one day of interest Loans at the related Net time of the execution and delivery of this Agreement, the Originators shall not be obligated to sell, and the Purchaser shall not be obligated to purchase, any Mortgage Rate on Loans. Notwithstanding any other provision in this Agreement, the related Stated Principal Balance maximum aggregate principal balance (as of the related Cut-off Date Date) of such the Mortgage LoanLoans purchased under this Agreement from time to time shall not exceed the Maximum Aggregate Purchase Amount.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt by the Mortgage Loan Seller (or its designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on or about February 10July 31, 2016 2020 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). In addition, on the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor, for deposit into the Interest Reserve Account with respect to the 000 Xxxxxx Xxxxxx Mortgage Loan (with respect to its related Mortgage Note identified below), CityLine Augusta Portfolio Mortgage Loan, OrthoSouth Mortgage Loan and the CityLine Hattiesburg Mortgage Loan, an Interest Deposit Amount equal to thirty-one (31) days of interest on the Cut-off Date Balance of such Mortgage Loans at the related Mortgage Rate. As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of (i) $225,688,820140,805,000, plus (ii) $43,333,333, representing approximately 66.6667% pari passu interest of the Mortgage Loan Seller in the MGM Grand & Mandalay Bay Mortgage Loan, which pari passu interest is represented by the related Mortgage Note (A-13-1) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $16,409,091, representing approximately 43.1818% pari passu interest of the Mortgage Loan Seller in the 000 Xxxxxx Xxxxxx Mortgage Loan, which pari passu interest is represented by the related Mortgage Note (A-4) in favor of the Mortgage Loan Seller and its successors and assigns, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to (i) the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates and the creation of the RR Interest (the “Xxxx of Sale”), and (ii) the Class RR Certificate with a $8,434,269 initial interest balance and representing approximately 21.5% of the VRR Interest (by interest balance). On The Mortgage Loan Seller hereby directs the Closing Date, Purchaser to cause such Class RR Certificate to be registered in the name of the Mortgage Loan Seller shall and to cause such Class RR Certificate to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, Certificate Administrator to be deposited by held in the Depositor into the Distribution Retained Interest Safekeeping Account on behalf of the Mortgage Loan Seller in accordance with the Pooling and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage LoanServicing Agreement.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, (i) the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Bank of America, National Association (“Bank of America”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $25,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder), and (ii) the Mortgage Loan identified on Exhibit A hereto as “General Motors Building” (the “General Motors Building Mortgage Loan”) was co-originated by the Mortgage Loan Seller, MSBNA, Citigroup Global Markets Realty Corp. and Deutsche Bank AG, New York Branch, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $30,200,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10July 27, 2016 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of $225,688,820334,135,986, plus (ii) $25,000,000, representing the 42.0% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, plus (iii) $30,200,000, representing the 33.6% pari passu interest of the Mortgage Loan Seller in the General Motors Building Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5.05%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to July 2017, whether or not received, of $59,543,000. The General Motors Building Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to July 2017, whether or not received, of $90,000,000. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Queens Center” (the “Queens Center Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by MSBNA and JPMorgan Chase Bank, National Association, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $32,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10November 20, 2016 2024 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820199,031,500 plus (ii) $32,000,000, subject to a variance representing the 42.7% pari passu interest of plus the Mortgage Loan Seller in the Queens Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive of accrued interest and exclusive i) the portion of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal VRR Interest transferred to MSBNA pursuant to the VRR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for on the benefit Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. The Mortgage Loan Seller hereby directs the Purchaser to transfer the portion of the Trust Fund, which VRR Interest Deposit Amount for each such Mortgage Loan represents an amount equal referenced above directly to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage LoanMSBNA.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on or about February 10, 2016 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereofa) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the --------------------- Company shall purchase, without recourse (except as provided herein and in the Pooling and Servicing Agreement), all of WCC's, all of First Bank's and all of Xxxxxx'x right, title and interest in and to (i) the Mortgage Loans listed on the List of Loans, attached hereto as Schedule 1 (the "WCC Purchased Loans," the "First Bank Purchased Loans," and the "Xxxxxx Purchased Loans", respectively, and collectively, the "Purchased Loans"), (ii) the Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts Files with respect to the Mortgage Purchased Loans, (iii) all of WCC's, all of First Bank's and all of Xxxxxx'x right, title and interest in the Loan Collateral, including, without limitation, insurance policies and (iv) all monies due or to become due and all amounts received with respect thereto after the opening of business on December 1, 1996, including, without limitation, insurance policies (collectively, the "Purchased Assets"), from WCC, First Bank and Xxxxxx on the terms and subject to the conditions of this Sale Agreement, the Unaffiliated Seller's Agreement, dated as of December 1, 1996 (the "Unaffiliated Seller's Agreement"), between the Company and the Depositor, and of the Pooling and Servicing Agreement. In connection and simultaneously with such sale, each of WCC, First Bank and Xxxxxx will transfer the Mortgage Loans and the related Loan Files to the Trustee, and the Trustee will take possession thereof. (b) On or prior to the Closing Date, WCC will complete and deliver to the Company the List of Loans, which will contain the Required Information with respect to the Purchased Loans. (c) On the Closing Date, the Company shall (i) pay to WCC a purchase price equal to $_____________ (the "WCC Sale Price") by transferring such amount to an account designated by WCC and (ii) pay to First Bank a purchase price equal to $____________ (the "First Bank Sale Price") by transferring such amount to an account designated by First Bank and (iii) pay to Xxxxxx a purchase price equal to $__________ (the "Xxxxxx Sale Price", and together with the WCC Sale Price and the First Bank Sale Price, the "Sale Price") by transferring such amount to an account designated by Xxxxxx. Following delivery of the List of Loans and payment of the Sale Price, the ownership of each Purchased Loan, WCC's, First Bank's and Xxxxxx'x interest in the related Loan Collateral, all proceeds thereof and the remainder of the Purchased Assets shall be vested in the Company, and none of WCC, First Bank and Xxxxxx shall take any action inconsistent with such ownership or claim any ownership interest in any such Purchased Loan or the other Purchased Assets. (d) The purchase of the Purchased Assets hereunder (the "Purchase") shall be subject to the condition precedent that each of WCC, First Bank, Xxxxxx and the Company shall have taken all other required action, including, but not limited to, the delivery of approvals, consents, opinions, documents and instruments required by the terms of the Pooling and Servicing Agreement and the other documents entered into in connection with the transactions contemplated thereby. (e) On or prior to the Closing Date, each of WCC, First Bank and Xxxxxx shall indicate in its respective Records that ownership of each Purchased Loan and the other Purchased Assets is held by the Company. In addition, each of WCC, First Bank and Xxxxxx shall respond to any inquiries with respect to ownership of a Purchased Loan by stating that it is no longer the owner of such Purchased Loan and that ownership of such Purchased Loan is held by the Company or its assignees. (f) WCC, acting as sub-servicer, shall conduct the servicing, administration and collection of each Purchased Loan and shall take, or cause to be deposited by taken, all such actions as may be necessary or advisable to service, administer and collect each Purchased Loan, in accordance with the Depositor into the Distribution Account on behalf terms of the Mortgage Loan Seller Pooling and Servicing Agreement. Any documents relating to Purchased Loans held by WCC shall be held in trust for the benefit of the Trust FundCompany and its assignees, which Interest Deposit Amount and possession of any document relating to the Purchased Loans is for each such Mortgage Loan represents an amount equal to one day the sole purpose of interest at facilitating the related Net Mortgage Rate on the related Stated Principal Balance as servicing of the Cut-off Date Purchased Loans. Such possession thereof is in a custodial capacity for the benefit of such Mortgage Loanthe Company and its assignees.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The purchase Cut-Off Date with respect to the Mortgage Loans is October 1, 2005. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of (i) $466,839,868 plus (ii) the 50% pari passu interest of the Seller in each of the Mortgage Loans identified as (a) the East Towne Mall Mortgage Loan, which such pari passu interest is represented by the Note with a Cut-Off Date balance of $40,000,000 and (b) the West Towne Mall Mortgage Loan, which such pari passu interest is represented by the Note with a Cut-Off Date balance of $56,500,000. Seller and Principal Commercial Funding, LLC co-originated 2 Mortgage Loans, the West Towne Mall Mortgage Loan and the East Towne Mall Mortgage Loan, which will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $193,000,000. The sale of the Mortgage Loans shall take place on or about February 10October 28, 2016 2005 or such other date as shall be mutually acceptable to the parties hereto (the “"Closing Date”"). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%. The purchase price of to be paid by Purchaser for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to Seller by wire transfer in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On immediately available funds on the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The purchase Cut-Off Date with respect to the Mortgage Loans is August 1, 2006. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of (i) $145,826,388 plus (ii) the 50% pari passu interest of the Seller in the G&L Portfolio Mortgage Loan, which such pari passu interest is represented by the related Mortgage Note with a Cut-Off Date balance of $71,125,000. Seller and Morgan Stanley Mortgage Capital Inc. co-originated the G&L Portfolix Xxxxgxxx Xxxn, which will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $142,250,000. The sale of the Mortgage Loans shall take place on or about February 10August 17, 2016 2006 or such other date as shall be mutually acceptable to the parties hereto (the “"Closing Date”"). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%. The purchase price of to be paid by Purchaser for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to Seller by wire transfer in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On immediately available funds on the Closing Date, the Mortgage Loan Seller shall cause to be delivered . Notwithstanding anything to the Depositor an amount equal to the aggregate Interest Deposit Amounts contrary contained herein, with respect to the G&L Portfolio Mortgage LoansLoan, references to be deposited by the Depositor into the Distribution Account on behalf of a Mortgage Note herein shall mean the Mortgage Loan Seller and for Note related to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such G&L Portfolio Mortgage Loan.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “000 Xxxxxxxxx Xxxxxx” (the “000 Xxxxxxxxx Xxxxxx Mortgage Loan”), which was co-originated by MSBNA and Xxxxx Fargo Bank, National Association, is a Joint Mortgage Loan with respect to the Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $42,456,140 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10, 2016 2022 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820469,378,558, subject to a variance plus (ii) $42,456,140, representing the approximately 38.6% pari passu interest of plus the Mortgage Loan Seller in the 000 Xxxxxxxxx Xxxxxx Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive of accrued interest and exclusive i) the portion of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in connection with this Agreement and immediately available funds or by such other method as shall be mutually acceptable to the issuance parties hereto. The Mortgage Loan Seller hereby directs the Purchaser to transfer the portion of the Certificates (the “Xxxx of Sale”)RR Interest referenced above directly to MSBNA. On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor with respect to each Actual/360 Mortgage Loan, an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day two (2) days of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage LoanBalance.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt by the Mortgage Loan Seller (or its designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on or about February 10April 21, 2016 2023 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of (i) $225,688,820198,750,000 plus (ii) $32,500,000, representing the approximately 65.0% pari passu interest of the Mortgage Loan Seller in the Green Acres Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns plus (iii) $27,500,000, representing the approximately 55.0% pari passu interest of the Mortgage Loan Seller in the Great Lakes Crossing Outlets Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns, plus (iv) $20,000,000 with respect to the Trust Subordinate Companion Loan, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan.the

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified in Exhibit B to the Pooling and Servicing Agreement as “Arizona Grand Resort & Spa” (the “Arizona Grand Resort & Spa Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by Xxxxxxx Xxxxx Bank USA (“GS Bank”) (an affiliate of the Mortgage Loan Seller) and Xxxxx Fargo Bank, National Association and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $8,000,000 with respect to the Arizona Grand Resort & Spa Mortgage Loan (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Notes” hereunder. The purchase and sale of the Mortgage Loans shall take place on or about February 10August 29, 2016 2024 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,82042,000,000, subject to a variance plus (ii) $8,000,000, representing approximately the 21.1% pari passu interest of plus the Mortgage Loan Seller in the Arizona Grand Resort & Spa Mortgage Loan, which pari passu interested is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the an amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Queens Center” (the “Queens Center Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by MSBNA and the Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $43,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10November 20, 2016 2024 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820229,200,000 plus (ii) $43,000,000, subject to a variance representing the 57.3% pari passu interest of plus the Mortgage Loan Seller in the Queens Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the VRR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the VRR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Grand Canal Shoppes” (the “Grand Canal Shoppes Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by Mxxxxx Sxxxxxx Bank, N.A., Wxxxx Fargo Bank, National Association, JPMorgan Chase Bank, National Association and Gxxxxxx Sxxxx Bank USA, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $40,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder. The purchase and sale of the Mortgage Loans shall take place on or about February 10October 15, 2016 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820144,400,000, plus $40,000,000, representing the 79% pari passu interest of the Mortgage Loan Seller in the Grand Canal Shoppes Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, subject to a variance of plus or minus 5.05%. The purchase price of for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the an amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The purchase mortgage loan identified on Exhibit B to the Pooling and Servicing Agreement as “ILPT Logistics Portfolio” (the “ILPT Logistics Portfolio Mortgage Loan”) was co-originated by Citi Real Estate Funding Inc., UBS AG, Bank of America, N.A., Xxxxxx Xxxxxxx Bank, N.A. and Bank of Montreal (“BMO”) and is a Joint Mortgage Loan with respect to Seller. Seller is only selling to Purchaser Promissory Note A-2-E in the original principal amount of $12,114,537.60 (the “ILPT Logistics Portfolio Note A-2-E”). Notwithstanding anything to the contrary herein, only such Mortgage Note shall constitute a “Mortgage Loan” or “Mortgage Note” hereunder, and the information on the Mortgage Loan Schedule attached hereto is presented solely with respect to such Mortgage Note. The Cut-off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan in April 2022 (or, in the case of any Mortgage Loan that has its first (1st) due date after April 2022, the date that would have been its due date in April 2022 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to April 2022, whether or not received, of (i) $255,493,720, plus (ii) $12,114,537.60, representing the 50.0% pari passu interest of Seller in the ILPT Logistics Portfolio Mortgage Loan, which pari passu interest is represented by the ILPT Logistics Portfolio Note A-2-E. The ILPT Logistics Portfolio Mortgage Loan will have a principal balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to April 2022, whether or not received, of $24,229,075.20. The sale of the Mortgage Loans shall take place on or about February 10April 7, 2016 2022 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balance (shall equal the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject amount to a variance of plus or minus 5.0%. The be set forth as such purchase price in the Xxxx of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale Sale (substantially in the form of Exhibit F to this Agreement3 hereto), to be entered into between the Mortgage Loan Seller and the Purchaser parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser’s rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Each Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage LoansLoans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $349,072,925 (the "Xxxxxxx Xxxxx Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Xxxxxxx Xxxxx Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-Off Date (after giving effect to any payments due on or before such date whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-Off Date Pool Balance") of $1,002,714,150, including the Rite Aid Subordinate Balance (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on or about February 10June 11, 2016 2001 or such other date as shall be mutually acceptable to the parties to this Agreement (the "Closing Date"). The consideration (the "Purchase Price") for the Mortgage Loans shall be equal to (A) the principal amounts or percentage interests of the Certificates set forth on Exhibit B attached hereto (collectively, the “Closing Date”"Retained Certificates"). As , and (B) (i) 104.5% of the Xxxxxxx Xxxxx Mortgage Loan Balance as of the Cut-off Off Date, plus (ii) $745,690 which amount represents the Mortgage Loans will have an aggregate principal balance (amount of interest accrued on the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Xxxxxxx Xxxxx Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest Balance at the related Net Mortgage Rate on for the related Stated Principal Balance as of period from and including the Cut-off Off Date of such Mortgage Loanup to but not including the Closing Date. The Purchase Price shall be paid to the Sellers or their respective designees by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “000 Xxxx 00xx Xxxxxx” (the “000 Xxxx 00xx Xxxxxx Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $17,250,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10July 25, 2016 2024 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,82090,200,000, subject to a variance plus (ii) $17,250,000, representing the 53.0% pari passu interest of plus the Mortgage Loan Seller in the 000 Xxxx 00xx Xxxxxx Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the an amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay such purchase price to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit 1 hereto as “Yeshiva University Portfolio” (the “Yeshiva University Portfolio Mortgage Loan”) was co-originated by Seller and Citi Real Estate Funding Inc. (“CREFI”), and Seller is only selling to Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $45,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The purchase Cut-off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan in June 2017 (or, in the case of any Mortgage Loan that has its first (1st) due date after June 2017, the date that would have been its due date in June 2017 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of (i) $228,068,164, plus (ii) $45,000,000, representing the 75% pari passu interest of the Seller in the Yeshiva University Portfolio Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Seller and its successors and assigns. The Yeshiva University Portfolio Mortgage Loan will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $60,000,000. The sale of the Mortgage Loans shall take place on or about February 10June 8, 2016 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balance (shall equal the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject amount to a variance of plus or minus 5.0%. The be set forth as such purchase price in the Xxxx of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale Sale (substantially in the form of Exhibit F to this Agreement3 hereto), to be entered into between the Mortgage Loan Seller and the Purchaser parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser’s rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified in Exhibit B to the Pooling and Servicing Agreement as “St. Xxxxx Town Center” (the “St. Xxxxx Town Center Mortgage Loan”) and "Danbury Fair Mall" (the "Danbury Fair Mall Mortgage Loan") are Joint Mortgage Loans with respect to the Mortgage Loan Seller and were co-originated by Xxxxxxx Xxxxx Bank USA (“GS Bank”) (an affiliate of the Mortgage Loan Seller), Barclays Real Estate Capital Inc., Societe Generale Financial Association and JPMorgan Chase Bank, National Association (with respect to the St. Xxxxx Town Center Mortgage Loan), and by GS Bank, Bank of Montreal and Xxxxxx Xxxxxxx Bank, N.A. (with respect to the Danbury Fair Mall Mortgage Loan), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Notes in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $50,000,000 and $38,500,000, respectively (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Notes” hereunder. The purchase and sale of the Mortgage Loans shall take place on or about February 10June 26, 2016 2024 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%220,772,391. The purchase price of for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan (a) The Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on or before August 31, 2000 (the Mortgage "Closing Date"), certain fixed-rate and adjustable-rate conventional residential home equity loans (the "Original Home Equity Loans. The purchase and sale "), having an aggregate principal balance as of the Mortgage Loans shall take place close of business on or about February 10August 1, 2016 or such other date as shall be mutually acceptable to the parties hereto 2000 (the “Closing Date”). As of the "Initial Cut-off Date, the Mortgage Loans will have an aggregate principal balance ") of approximately $1,312,248,898.65 (the “Aggregate Cut-off Date "Initial Closing Balance”"), after application of giving effect to all payments of principal due thereon on the Home Equity Loans on or before the Initial Cut-off Date, whether or not received, of $225,688,820, subject . (b) Subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs conditions set forth in Section 9 hereofparagraph (c) (below, in consideration of the “Mortgage Loan Purchase Price”) delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the balance of funds in the Pre-Funding Accounts and in the Capitalized Interest Accounts, the Seller shall be equal on any Subsequent Transfer Date sell, transfer, convey and assign to the amount set forth in Purchaser, without recourse (and but subject to the adjustments contemplated byterms of this Agreement), all right, title and interest of the Seller in and to each Subsequent Home Equity Loan listed on the Schedule of Home Equity Loans delivered on such Subsequent Transfer Date, including its Stated Principal Balance, all items constituting part of the Trust with respect to the Subsequent Home Equity Loans and all collections in respect of such Subsequent Home Equity Loans due after the related Subsequent Cut-off Date. The amount released from the Pre-Funding Accounts shall be one-hundred percent (100%) of the xxxx aggregate Scheduled Principal Balances as of sale the applicable Subsequent Cut-off Date of the Subsequent Home Equity Loans so transferred. (c) Each of the following conditions shall be satisfied on or prior to the related Subsequent Transfer Date: (i) Upon five Business Days prior written notice to the Trustee, the Purchaser, the Seller and the Trustee shall have completed, executed and delivered a Subsequent Transfer Agreement (substantially in the form of Exhibit F H to the Pooling and Servicing Agreement) with all required schedules and exhibits; (ii) the Trustee will be provided Opinions of Counsel addressed to the Rating Agencies with respect to the sale of the Subsequent Home Equity Loans conveyed on such Subsequent Transfer Date (such opinions being substantially similar to the opinions delivered on the Closing Date to the Rating Agencies with respect to the sale of the Original Home Equity Loans on the Closing Date); (iii) the execution and delivery of such Subsequent Transfer Agreement or conveyance of the related Subsequent Home Equity Loans does not result in a reduction or withdrawal of any ratings assigned to the Certificates by the Ratings Agencies; (iv) the Seller shall deliver to the Trustee an Officer's Certificate confirming the satisfaction of each of the conditions set forth in Article II of the Pooling and Servicing Agreement and this Section 1(c) required to be satisfied by such Subsequent Transfer Date; (v) each Subsequent Home Equity Loan conveyed on such Subsequent Transfer Date satisfies the representations and warranties applicable to it under this Agreement, provided, however, that with respect to a breach of a representation and warranty with respect to a Subsequent Home Equity Loan set forth in this clause (v), the obligation under Section 7 of this Agreement of the Seller to cure, repurchase or replace such Subsequent Home Equity Loan shall constitute the sole remedy against the Seller respecting such breach available to Certificateholders, the Depositor or the Trustee. (vi) the Subsequent Home Equity Loans conveyed on such Subsequent Transfer Date were not selected in a manner intended to be entered into between adverse to the interests of the Certificateholders; (vii) no Subsequent Home Equity Loan conveyed on such Subsequent Transfer Date was 30 or more days delinquent; (viii) each Subsequent Home Equity Loan conveyed on such Subsequent Transfer Date is secured by a first lien on the related Mortgaged Property; (ix) following the conveyance of the Subsequent Home Equity Loans on such Subsequent Transfer Date to the related Loan Group, the characteristics of such Loan Group listed below will not vary by more than the permitted variance listed below for each characteristic with respect to the Original Home Equity Loans as set forth on the Home Equity Loan Schedule delivered on the Closing Date; provided that for the purpose of making such calculations, the characteristics for each Home Equity Loan made will be taken as of the related Cut-off Date for such Home Equity Loan:Loan Group 1: Max or Min Minimum Weighted Average Coupon:...................... 10.95% Minimum Loan Rate..................................... 7.00% Maximum Maturity...................................... 360 Months Maximum Weighted Average Remaining Term............... 348 Months Weighted Average Loan-to-Value Ratio.................. 75.75% Maximum Loan-to-Value................................. 90.00% Maximum Balloon Loans %:.............................. 2.00% Maximum State Concentration %:........................ 19.00% Maximum Zip Code Concentration %:..................... 2.00% Maximum Non-Owner Occupied %:......................... 9.00% Maximum % C's & D's 17.00% Maximum % DTI>40%..................................... 58.00% Minimum Weighted Average FICO......................... 562 Maximum % Second Liens:............................... 0.00% Maximum % 30 Day past due loans:...................... 0.00% Loan Group 2: Max or Min Minimum Weighted Average Coupon:...................... 10.68% Minimum Loan Rate..................................... 7.50% Maximum Maturity...................................... 360 Months Maximum Weighted Average Remaining Term............... 360 Months Weighted Average Loan-to-Value Ratio.................. 78.50% Maximum Loan-to-Value................................. 90.00% Maximum Balloon Loans %:.............................. 1.00% Maximum State Concentration %:........................ 33.00% Maximum Zip Code Concentration %:..................... 1.00% Maximum Non-Owner Occupied %:......................... 5.00% Maximum % C's & D's................................... 19.00% Maximum % DTI > 40%................................... 64.00% Minimum Weighted Average FICO......................... 562 Maximum % Second Liens:............................... 0.00% Maximum % 30 Day past due loans:...................... 0.00% (x) the Seller is not insolvent and the Seller will not be rendered insolvent by the conveyance of Subsequent Home Equity Loans on such Subsequent Transfer Date; (xi) delivery of a letter or letters addressed to the Trustee from an independent accountant retained by the Seller confirming that the characteristics of each Loan Group, following the acquisition of the related Subsequent Home Equity Loans, conform to the characteristics identified in Section 1(c)(ix). In the event such accounting firm requires the Trustee to agree to the procedures performed by such accounting firm, the Seller shall direct the Trustee in writing to so agree; it being understood and agreed that the Trustee will deliver such letter of agreement in conclusive reliance upon the direction of the Seller, and the Trustee makes no independent inquiry or investigation as to, and shall have no obligation or liability in respect of, the sufficiency, validity or correctness of such procedures; (xii) delivery to the Trustee of an Opinion of Counsel, which Opinion of Counsel shall not be at the expense of either the Trustee or the Trust Fund, addressed to the Trustee, to the effect that such purchase of Subsequent Home Equity Loans will not (i) result in the imposition of the tax on "prohibited transactions" on the Trust Fund or contributions after the Startup Date, as defined in Sections 860F(a)(2) and 860G(d) of the Code, respectively or (ii) cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificates are outstanding; and (xiii) delivery to the Trustee of the Mortgage File for each Subsequent Home Equity Loan to be transferred pursuant to the related Subsequent Transfer Agreement. (d) In connection with the transfer and assignment of the Subsequent Home Equity Loans, the Seller agrees to satisfy the obligations set forth in Section 4 hereof with respect to such Subsequent Home Equity Loans, the Seller shall be deemed to have made the representations and warranties set forth in Section 5 hereof and Section 6 hereof, and the Purchaser Seller shall take the action, if any, required by Section 7 hereof, in connection each case with this Agreement and respect to the issuance of the Certificates (the “Xxxx of Sale”). On Subsequent Home Equity Loans except that references in said Sections to Home Equity Loans, the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller this Agreement and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanshall refer to the applicable Subsequent Home Equity Loans, Subsequent Transfer Date, Subsequent Transfer Agreement and Subsequent Cut-off Date, respectively.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, each of the Mortgage Loans identified on Exhibit B to the Pooling and Servicing Agreement as “9950 Woodloch” and “000 Xxxx 00xx Xxxxxx” (the “9950 Woodloch Mortgage Loan” and the “000 Xxxx 00xx Xxxxxx Mortgage Loan”, respectively) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $25,550,000 (in the case of the 9950 Woodloch Mortgage Loan) and $15,000,000 (in the case of the 000 Xxxx 00xx Xxxxxx Mortgage Loan (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10July 25, 2016 2024 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820141,400,000, subject to a variance plus (ii) $25,550,000, representing the 35.0% pari passu interest of the Mortgage Loan Seller in the 9950 Woodloch Mortgage Loan, plus (iii) $15,000,000, representing the 47.0% pari passu interest of the Mortgage Loan Seller in the 000 Xxxx 00xx Xxxxxx Mortgage Loan, which pari passu interests are represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the an amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay such purchase price to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Mini Mall Self Storage” (the “Mini Mall Self Storage Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co- originated by the Mortgage Loan Seller and JPMorgan Chase Bank, National Association (among others), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Notes in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $55,500,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Notes” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10December 11, 2016 2024 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,82047,800,000, subject to a variance plus (ii) $55,500,000, representing the approximately 67% pari passu interest of plus the Mortgage Loan Seller in the Mini Mall Self Storage Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the VRR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the VRR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan The Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage LoansLoans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans will have an aggregate principal balance of $596,955,859 (the "Initial UBS Pool Balance") as of the close of business on July 11, 2001 (the "Cut-off Date"), after giving effect to any and all payments of principal due thereon on or before such date, whether or not received. The purchase and sale of the Mortgage Loans shall take place on or about February 10July 30, 2016 2001 or such other date as shall be mutually acceptable to the parties hereto (the “"Closing Date”"). As of the Cut-off Date, The consideration for the Mortgage Loans will have an aggregate principal balance shall consist of: (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject to A) a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an cash amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf 104.98246% of the Initial UBS Pool Balance, plus interest accrued on each Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on Rate, for the related Stated Principal Balance as of period from and including the Cut-off Date up to but not including the Closing Date, which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date; and (B) Certificates representing a 43.2342% Percentage Interest in each of the Class R-I, Class R-II and Class R-III Certificates, and a 100% Percentage Interest in the Class R-LR Certificates (all such Mortgage LoanResidual Interest Certificates, the "Seller's Residual Interest Certificates").

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Grand Canal Shoppes” (the “Grand Canal Shoppes Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by Mxxxxx Sxxxxxx Bank, N.A., Wxxxx Fargo Bank, National Association, JPMorgan Chase Bank, National Association and Gxxxxxx Sxxxx Bank USA, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $10,384,615 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder. The purchase and sale of the Mortgage Loans shall take place on or about February 10October 15, 2016 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820238,744,883, plus $10,384,615, representing the 21% pari passu interest of the Mortgage Loan Seller in the Grand Canal Shoppes Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, subject to a variance of plus or minus 5.05%. The purchase price of for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the an amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan (a) The Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on or about February 10before July 21, 2016 or such other date as shall be mutually acceptable to the parties hereto 1999 (the “"Closing Date”"). As of , certain sub-prime residential home equity loans (the Cut-off Date"Initial Home Equity Loans"), the Mortgage Loans will have having an aggregate principal balance as of the close of business on June 1, 1999 (the “Aggregate "Initial Cut-off Date Off Date") of $930,579,359.51 (the "Initial Closing Balance”"), after application of giving effect to all principal payments of principal due thereon on the Home Equity Loans on or before the Initial Cut-off Off Date, whether or not received, of $225,688,820, subject . (b) Subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs conditions set forth in Section 9 hereofparagraph (c) (below, in consideration of the “Mortgage delivery on the related Subsequent Transfer Dates to or upon the order of the Seller of all or a portion of the balance of funds in the Pre-Funding Account and in the Prepaid Home Equity Loan Purchase Price”) Account, the Seller shall be equal on any Subsequent Transfer Date sell, transfer, convey and assign to the amount set forth in Purchaser, without recourse (and but subject to the adjustments contemplated byterms of this Agreement), all right, title and interest of the Seller in and to each Subsequent Home Equity Loan listed on the Schedule of Home Equity Loans delivered on such Subsequent Transfer Date, including its Loan Balance, all items constituting part of the Trust with respect to the Subsequent Home Equity Loans and all collections in respect of such Subsequent Home Equity Loans due after the related Subsequent Cut-Off Date. The amount released from the Pre-Funding Account or the Prepaid Home Equity Loan Account, as applicable, shall be one-hundred percent (100%) of the aggregate outstanding principal balances as of the applicable Subsequent Cut-Off Date of the Subsequent Home Equity Loans so transferred. (c) Each of the following conditions shall be satisfied on or prior to the related Subsequent Transfer Date: (i) the xxxx Seller shall have provided the Trustee and the Certificate Insurer with an Addition Notice not less than 5 Business Days prior to the proposed Subsequent Transfer Date (unless the Trustee and the Certificate Insurer shall agree to a shorter period of sale time) and shall have provided any information reasonably requested by either of the foregoing with respect to the Subsequent Home Equity Loans; (ii) the Seller shall have executed and delivered a Subsequent Transfer Agreement to the Trustee (substantially in the form of Exhibit F D to this the Pooling and Servicing Agreement)) with all required schedules and exhibits; (iii) the Seller shall have delivered to the Servicer for deposit in the Principal and Interest Account all collections in respect of the Subsequent Home Equity Loans received after the related Subsequent Cut-Off Date; (iv) as of each Subsequent Transfer Date, neither Long Beach nor the Seller is insolvent and neither will become insolvent by such transfer and the Seller and Long Beach are not aware of any pending insolvency; (v) such purchase and sale of Subsequent Home Equity Loans will not result in a material adverse tax consequence to the Trust or the Owners of the Certificates; (vi) with respect to Home Equity Loans to be entered into between purchased from the Mortgage Loan Pre-Funding Account, the Funding Period shall not have terminated and with respect to Home Equity Loans purchased with Prepaid Home Equity Account, the related Subsequent Transfer Date is on or before October 15, 1999; (vii) the Seller shall have delivered to the Trustee and the Purchaser Certificate Insurer an Officer's Certificate confirming the satisfaction of each condition precedent in this Section 1 and Section 3.07 of the Pooling and Servicing Agreement and the Certificate Insurer shall have consented to such transfer; and (viii) there shall have been delivered to the Certificate Insurer, the Rating Agencies and the Trustee Opinions of Counsel (or updates thereof) with respect to the transfer of the Subsequent Home Equity Loans substantially in the form of the Opinions of Counsel delivered to the Certificate Insurer, the Rating Agencies and the Trustee on the Closing Date (bankruptcy, perfection, corporate and tax opinions). (d) In connection with the transfer and assignment of the Subsequent Home Equity Loans, the Seller agrees to satisfy the obligations set forth in Section 4 hereof with respect to such Subsequent Home Equity Loans, the Seller shall be deemed to have made the representations and warranties set forth in Section 5(b) hereof and Section 6 hereof, Long Beach shall be deemed to have made the representations and warranties set forth in Section 5(a) hereof and the Seller shall take the action, if any, required by Section 7 hereof, in each case with respect to the Subsequent Home Equity Loans except that references in said Sections to Initial Home Equity Loans, the Closing Date, this Agreement and the issuance of Cut-Off Date shall refer to the Certificates (the “Xxxx of Sale”). On the Closing applicable Subsequent Home Equity Loans, Subsequent Transfer Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller Subsequent Transfer Agreement and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Subsequent Cut-off Date of such Mortgage LoanOff Date, respectively.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by MSBNA and Xxxxx Fargo, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $50,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10November 29, 2016 2018 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not receivedreceived of (i) $295,865,924, plus (ii) $50,000,000, representing the 50% pari passu interest of $225,688,820the Mortgage Loan Seller in the Aventura Mall Mortgage Loan, subject to a variance which pari passu interest is represented by the related Mortgage Note(s) in favor of plus or minus 5.0%the Mortgage Loan Seller and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt by the Mortgage Loan Seller (or its designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on or about February 10April 21, 2016 2023 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of (i) $225,688,82083,378,471 plus (ii) $17,500,000, representing the 35.0% pari passu interest of the Mortgage Loan Seller in the Green Acres Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns plus (iii) $22,500,000, representing the 45.0% pari passu interest of the Mortgage Loan Seller in the Great Lakes Crossing Outlets Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to (i) the amount set forth in (and subject to the adjustments contemplated by) the xxxx bill of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates and the creation of the RR Interest (the “Xxxx Bill of Sale”)) and (ii) the Class RR Certificates with a $12,658,410 initial Certificate Balance and representing approximately 38.5% of the entire VRR Interest. On the Closing Date, the The Mortgage Loan Seller shall hereby directs the Purchaser to cause such Class RR Certificates to be registered in the name of Deutsche Bank AG, acting through its New York Branch (“DBNY”) and to cause such Class RR Certificates to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, Certificate Administrator to be deposited by held in the Depositor into the Distribution Retained Interest Safekeeping Account on behalf of DBNY in accordance with the Mortgage Loan Seller Pooling and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage LoanServicing Agreement.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “000 Xxxx Xxxxxx Xxxxx” (the “000 Xxxx Xxxxxx Xxxxx Xxxxxxxx Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by BANA and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $55,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10October 23, 2016 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820263,908,150, subject to a variance plus (ii) $55,000,000, representing the 50% pari passu interest of plus or minus 5.0%the Mortgage Loan Seller in the 000 Xxxx Xxxxxx Xxxxx Xxxxxxxx Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Barbours Cut IOS” (the “Barbours Cut IOS Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by Xxxxx Fargo Bank, National Association and the Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $35,750,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10May 25, 2016 2023 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820145,800,000, subject to a variance plus (ii) $35,750,000, representing the 55% pari passu interest of plus the Mortgage Loan Seller in the Barbours Cut IOS Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the an amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and dated the issuance of Closing Date (which price reflects no deduction for any transaction expenses for which the Certificates (the “Xxxx of Sale”Mortgage Loan Seller is responsible). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to $221,650.00 in respect of its portion of the aggregate Interest Deposit Amounts with respect to the Barbours Cut IOS Mortgage LoansLoan, which has an initial Due Date after June 2023, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each . The Purchaser shall pay such purchase price to the Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate Seller on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Grand Canal Shoppes” (the “Grand Canal Shoppes Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co- originated by MSBNA and Xxxxx Fargo Bank, National Association, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $20,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10September 26, 2016 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820350,092,091, subject to a variance plus (ii) $20,000,000, representing the 50% pari passu interest of plus the Mortgage Loan Seller in the Grand Canal Shoppes Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive of accrued interest and exclusive i) the portion of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for on the benefit Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. The Mortgage Loan Seller hereby directs the Purchaser to transfer the portion of the Trust Fund, which RR Interest Deposit Amount for each such Mortgage Loan represents an amount equal referenced above directly to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage LoanMSBNA.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt by the Mortgage Loan Seller (or its designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on or about February 10April 14, 2016 2022 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of (i) $225,688,820292,776,731 plus (ii) $41,520,930, representing the approximately 48.85% pari passu interest of the Mortgage Loan Seller in the 000 Xxxxxxxxx Xxxxxx Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to (i) the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”)) and (ii) the portion of the VRR Interest with a $16,695,683 initial Certificate Balance and representing approximately 36.5% of the entire VRR Interest. On The Mortgage Loan Seller hereby directs the Closing Date, Purchaser to cause such portion of the VRR Interest to be registered in the name of the Mortgage Loan Seller shall and to cause such VRR Interest to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, Certificate Administrator to be deposited by held in the Depositor into the Distribution retained Interest Safekeeping Account on behalf of the Mortgage Loan Seller in accordance with the Pooling and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage LoanServicing Agreement.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by MSBNA and the Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $50,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10September 27, 2016 2018 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820441,638,069, subject to a variance plus (ii) $50,000,000, representing the 50% pari passu interest of plus or minus 5.0%the Mortgage Loan Seller in the Aventura Mall Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan The Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage LoansLoans identified on the Mortgage Loan Schedule. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loans will have an aggregate principal balance of $617,171,940 (the "Citigroup Mortgage Loan Balance") as of the close of business on, with respect to each Mortgage Loan, its Due Date in December 2006 (each such date, the applicable "Cut-off Date"), after giving effect to any and all payments of principal due thereon on or before such date, whether or not received. The purchase and sale of the Mortgage Loans shall take place on or about February 10December 21, 2016 2006, or such other date as shall be mutually acceptable to the parties hereto (the “"Closing Date”"). As of The consideration (the Cut-off Date, "Aggregate Purchase Price") for the Mortgage Loans will have an aggregate principal balance shall consist of (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject to i) a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an cash amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf 104.04707% of the Citigroup Mortgage Loan Seller and for the benefit of the Trust FundBalance, plus (ii) $2,101,176, which Interest Deposit Amount for each such amount represents the amount of interest accrued on the Citigroup Mortgage Loan represents an amount equal to one day of interest Balance at the related Net Mortgage Rate on for the related Stated Principal Balance as of period from and including the Cut-off Date of up to but not including the Closing Date but does not include any deduction for any fees and/or expenses incurred in connection with this transaction. The Aggregate Purchase Price shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such Mortgage Loanother method as shall be mutually acceptable to the parties hereto) on the Closing Date.

Agreement to Purchase. Subject to 4.1 In the event that an SPV Issuer does not redeem any Mezz Notes on the related Call Date in accordance with the terms and conditions set forth of such Mezz Notes, then: 4.1.1 the Maturity Purchaser will publish on the Relevant Web-site and the Escrow Agent will (subject to receipt thereof from the Maturity Purchaser) use reasonable endeavours to publish on the Relevant Clearing Systems (subject to their then current practice) a Notice to Mezz Noteholders on the following dates: (a) in this Agreementrelation to a failure to redeem the RMS 25 Notes in full pursuant to condition 5(e)(ii) of the terms and conditions of the RMS 25 Notes, each of 2 January 2019, 15 January 2019 and ten Business Days prior to the relevant Purchase Date; and (b) in relation to a failure to redeem the RMS 26 Notes in full pursuant to condition 5(d)(ii) of the terms and conditions of the RMS 26 Notes, each of 15 November 2019, 29 November 2019 and ten Business Days prior to the relevant Purchase Date; and 4.1.2 the Maturity Purchaser will, subject as otherwise provided below, on the Purchase Date in respect of such relevant Call Date, purchase such Mezz Notes from the Mezz Noteholders which hold such Mezz Notes for their related Purchase Consideration. 4.2 The Maturity Purchaser will only be required to effect a purchase of Mezz Notes from a Mezz Noteholder referred to above (which purchase will take place through the Relevant Clearing Systems) if such Mezz Noteholder has: (i) no later than 2pm on the seventh Business Day prior to the relevant Purchase Date delivered a properly completed Mezz Noteholder DVP Request (to include all the information required to be completed therein) to the Maturity Purchaser and the Escrow Agent at the fax number specified in the Mezz Noteholder DVP Request; and (ii) no later than 2pm on the Business Day immediately prior to the relevant Purchase Date provided such instructions to the Relevant Clearing Systems as such Relevant Clearing Systems reasonably require in order to effect the transfer of such Mezz Notes to an account of the Maturity Purchaser (or its agent) within such Relevant Clearing System(s). 4.3 The Maturity Purchaser will procure that completion of any purchase of Mezz Notes referred to above will occur, on a delivery versus payment basis through the Relevant Clearing Systems, on the related Purchase Date, as follows: 4.3.1 the Maturity Purchaser will calculate the amount of cash due to each Mezz Noteholder based on a calculation of the sterling amount due per denomination, rounded down to the nearest xxxxx, and then multiplied by the number of denominations in each Mezz Noteholder’s holding of Mezz Notes as stated in their completed Mezz Noteholder DVP Request; 4.3.2 the Maturity Purchaser will deposit, or procure the deposit of, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey cash amount equivalent to the Purchaser upon receipt Maturity Purchaser’s best estimation (based on latest information available to it) of the Mortgage Loan Purchase Price referred Consideration to in this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase and sale an account(s) of the Mortgage Loans shall take place on or about February 10Maturity Purchaser at the Escrow Agent; 4.3.3 the Maturity Purchaser will instruct the Escrow Agent, 2016 or such other date as shall be mutually acceptable two Business Days prior to the parties hereto (the “Closing Date”). As of the Cut-off relevant Purchase Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereoftransfer from such cash amount(s) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect Purchase Consideration to the Mortgage LoansMezz Noteholders from whom the relevant Mezz Notes are being purchased in exchange for the transfer of such Mezz Notes from the relevant account of the Mezz Noteholders at the Relevant Clearing Systems to an account of the Maturity Purchaser (or its agent) at the Relevant Clearing Systems; and 4.3.4 the Maturity Purchaser will be entitled to retain (and the Escrow Agent shall, in accordance with the terms of the Escrow and Custody Agreement, transfer to be such account as the Maturity Purchaser shall instruct) any amount of cash deposited by the Depositor into the Distribution Account on behalf it in accordance with Clause 4.3.2 above in excess of the Mortgage Loan Seller and for the benefit aggregate Purchase Consideration in respect of the Trust Fundrelevant Purchase Date. Unless the Maturity Purchaser fails to comply with its obligations to purchase any class of Mezz Notes on their relevant Purchase Date, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal 3 Business Days following the relevant Purchase Date: (i) the Guarantor will instruct the Escrow Agent to one day of interest deliver any relevant Collateral held in its securities accounts at the related Net Mortgage Rate on Escrow Agent to it or to its order; and (ii) the related Stated Principal Balance as of Maturity Purchaser will instruct the Cut-off Date of such Mortgage LoanEscrow Agent to deliver any relevant Collateral held in its securities accounts at the Escrow Agent to it or to its order.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller, Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), Barclays Bank PLC and Société Générale, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $34,543,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10July 27, 2016 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of $225,688,820235,604,094, plus (ii) $35,543,000, representing the 58.0% pari passu interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5.05%. The Del Amo Fashion Center Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to July 2017, whether or not received, of $59,543,000. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Arizona Mxxxx” (the “Arizona Mxxxx Mortgage Loan”), which was co-originated by the Mortgage Loan Seller and Bank of America, National Association, is a Joint Mortgage Loan with respect to the Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $13,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10November 22, 2016 2021 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820545,996,571, subject to a variance plus (ii) $13,461,066, representing the 54.0% pari passu interest of plus the Mortgage Loan Seller in the Arizona Mxxxx Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, each of the Mortgage Loans identified on Exhibit B to the Pooling and Servicing Agreement as “000 Xxxx Xxxxxx Xxxxx” (the “000 Xxxx Xxxxxx Xxxxx Xxxxxxxx Loan”) and “Midtown Center” (the “Midtown Center Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated (i) with respect to the 000 Xxxx Xxxxxx Xxxxx Xxxxxxxx Loan, by Xxxxx Fargo, JPMorgan Chase Bank, National Association and the Mortgage Loan Seller, and (ii) with respect to the Midtown Center Mortgage Loan, by Xxxxx Fargo, the Mortgage Loan Seller and Xxxxxxx Sachs Bank USA, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of (A) $55,000,000 with respect to the 000 Xxxx Xxxxxx Xxxxx Xxxxxxxx Loan, representing the 50% pari passu interest of the Mortgage Loan Seller in the 000 Xxxx Xxxxxx Xxxxx Xxxxxxxx Loan and (B) $52,525,000 with respect to the Midtown Center Mortgage Loan, representing the 59.37% pari passu interest of the Mortgage Loan Seller in the Midtown Center Mortgage Loan (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10November 15, 2016 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%417,168,921. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Colorado Center” (the “Colorado Center Mortgage Loan”) was co-originated by MSBNA and Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $40,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10December 20, 2016 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820332,567,983, plus (ii) $40,000,000, representing the 66.7% pari passu interest of the Mortgage Loan Seller in the Colorado Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5.05%. The Colorado Center Mortgage Loan will have a Cut-off Date Balance of $60,000,000. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement that is allocable to the Mortgage Loans to be sold to the Purchaser by the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereofSeller and (ii) (the “Mortgage Loan Purchase Price”) shall be equal to the a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan (a) The Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit A, excluding the Prepayment Premiums or Yield Maintenance Charges paid or payable on Mortgage Loans Nos. 96, 97, 100, 103, 112 and 130 and the Master Servicer Strip on Mortgage Loan Nos. 96, 99, 100, 106, 109, 112, 131, 167, 181 and 182, which have been retained by the entity from which the Seller acquired such Mortgage Loans, shall not be part of REMIC I or REMIC II and shall be distributed pursuant to Section 3.05(a)(xv) of the Pooling and Servicing Agreement. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans accepted by the Purchaser pursuant to the terms hereof. (The Loans identified on the Mortgage Loan Schedule shall hereinafter be referred to as the "First Union Mortgage Loans.") The First Union Mortgage Loans will have an aggregate principal balance of $371,063,705 (the "First Union Balance") as of the close of business on the Cut-off Date, after giving effect to any payments due before such date whether or not received. The First Union Balance and the MLMC Balance (as defined in the MLMC Agreement) together equal an aggregate principal balance (the "Initial Pool Balance") of $643,601,863. The purchase and sale of the First Union Mortgage Loans shall take place on or about February 10November 30, 2016 1995 or such other date as shall be mutually acceptable to the parties hereto (the “"Closing Date”"). As The consideration for the First Union Mortgage Loans shall consist of (A) a cash amount equal to 100% of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the First Union Mortgage Loans, to be deposited by the Depositor into the Distribution Account plus (B) interest accrued on behalf of the each First Union Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on Rate, for the related Stated Principal Balance as of period from and including the Cut-off Date up to but not including the Closing Date, which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser will assign to the Trustee, all of such its right, title and interest in and to the First Union Mortgage LoanLoans.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “55 Xxxxxx Yards” (the “55 Xxxxxx Yards Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by Xxxxx Fargo and MSBNA, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $25,000,000 with respect to the 55 Xxxxxx Yards Mortgage Loan, representing the 25% pari passu interest of the Mortgage Loan Seller in the 55 Xxxxxx Yards Mortgage Loan (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 1013, 2016 2020 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%553,035,571. The purchase price of for the Mortgage Loans shall be a combination of (inclusive of accrued interest and exclusive i) the portion of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in connection with this Agreement and immediately available funds or by such other method as shall be mutually acceptable to the issuance parties hereto. The Mortgage Loan Seller hereby directs the Purchaser to transfer the portion of the Certificates (the “Xxxx of Sale”)RR Interest referenced above directly to MSBNA. On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the each Actual/360 Mortgage LoansLoan, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one (1) day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage LoanBalance.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, each of (i) the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “55 Xxxxxx Yards” (the “55 Xxxxxx Yards Mortgage Loan”), which was co-originated by the Mortgage Loan Seller, DBR Investments Co. Limited and MSBNA, and (ii) the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Xxxxxxx Park” (the “Xxxxxxx Park Mortgage Loan”), which was co-originated by the Mortgage Loan Seller and Bank of America, National Association, is a Joint Mortgage Loan with respect to the Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of (x) in the case of the 55 Xxxxxx Yards Mortgage Loan, $75,000,000 and (y) in the case of the Xxxxxxx Park Mortgage Loan, $50,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10December 19, 2016 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820237,301,590, subject to a variance plus (ii) $75,000,000, representing the 75% pari passu interest of the Mortgage Loan Seller in the 55 Xxxxxx Yards Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns, plus (iii) $50,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Xxxxxxx Park Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Arizona Xxxxx” (the “Arizona Xxxxx Mortgage Loan”), which was co-originated by the Mortgage Loan Seller and Bank of America, National Association, is a Joint Mortgage Loan with respect to the Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $31,500,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10October 7, 2016 2021 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820265,964,072, subject to a variance plus (ii) $31,452,990, representing the 42.0% pari passu interest of plus the Mortgage Loan Seller in the Arizona Xxxxx Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on or about February 10November 30, 2016 2020 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%300,605,900. The purchase price of for the Mortgage Loans shall be a combination of (inclusive of accrued interest and exclusive i) the portion of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and dated the issuance of Closing Date (which price reflects no deduction for any transaction expenses for which the Certificates (the “Xxxx of Sale”Mortgage Loan Seller is responsible). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with sum of (i) $205,102.50 in respect to of the 000 Xxxx 00xx Xxxxxx Mortgage LoansLoan, (ii) $56,945.83 in respect of the 000 Xxxxxxxx Xxxxxx Mortgage Loan, (iii) $38,989.17 in respect of the 00 Xxxxxxx Xxxxxx & 00 Xxxxx Xxxxxx Mortgage Loan, (iv) $17,883.33 in respect of the 169-171 University Avenue Mortgage Loan and (v) $9,450.00 in respect of the Walgreens Aurora Mortgage Loan, each of which has an initial Due Date after December 2020, to be deposited by the Depositor into the Distribution Collection Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each . The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate Seller on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. The Mortgage Loan Seller hereby directs the Purchaser to transfer the portion of the Cut-off Date of such Mortgage LoanRR Interest referenced above directly to MSBNA.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The purchase and Cut-Off Date with respect to the Mortgage Loans is May 1, 2013; provided that, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during May 2013 are deemed to have been received on May 1, 2013 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to May 2013, whether or not received, of $946,393,067. The sale of the Mortgage Loans shall take place on or about February 10May 2, 2016 2013 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balance (shall equal the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject amount to a variance of plus or minus 5.0%. The be set forth as such purchase price in the Xxxx of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale Sale (substantially in the form of Exhibit F to this Agreement3 hereto), to be entered into between the Mortgage Loan Seller and the Purchaser parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser’s rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The purchase Cut-Off Date with respect to the Mortgage Loans is August 1, 2006. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of (i) $145,826,388 plus (ii) the 50% pari passu interest of the Seller in the G&L Portfolio Mortgage Loan, which such pari passu interest is represented by the related Mortgage Note with a Cut-Off Date balance of $71,125,000. Seller and Xxxxxx Xxxxxxx Mortgage Capital Inc. co-originated the G&L Portfolio Mortgage Loan, which will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $142,250,000. The sale of the Mortgage Loans shall take place on or about February 10August 17, 2016 2006 or such other date as shall be mutually acceptable to the parties hereto (the “"Closing Date”"). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%. The purchase price of to be paid by Purchaser for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to Seller by wire transfer in (and subject immediately available funds on the Closing Date. Notwithstanding anything to the adjustments contemplated by) contrary contained herein, with respect to the xxxx of sale (substantially in the form of Exhibit F G&L Portfolio Mortgage Loan, references to this Agreement), to be entered into between a Mortgage Note herein shall mean the Mortgage Loan Seller and Note related to the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). G&L Portfolio Mortgage Loan. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause Purchaser will assign to be delivered Trustee pursuant to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14), and Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser's rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Barclays Bank PLC, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Notes in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $30,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Notes” hereunder)]. The purchase and sale of the Mortgage Loans shall take place on or about February 10July 13, 2016 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of $225,688,820392,364,693 (including $30,000,000, representing the 50% interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which interest is represented by the related Mortgage Notes in favor of the Mortgage Loan Seller and its successors and assigns), subject to a variance of plus or minus 5.05%. The purchase price of for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the an amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay such purchase price to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The purchase and Cut-Off Date with respect to the Mortgage Loans is October 1, 2012; provided that, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during October 2012 are deemed to have been received on October 1, 2012 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to October 2012, whether or not received, of $863,366,872. The sale of the Mortgage Loans shall take place on or about February 10October 17, 2016 2012 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balance (shall equal the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject amount to a variance of plus or minus 5.0%. The be set forth as such purchase price in the Bxxx of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale Sale (substantially in the form of Exhibit F to this Agreement3 hereto), to be entered into between the Mortgage Loan Seller and the Purchaser parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx Bxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser’s rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan The Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser Depositor agrees to purchase, the mortgage loans (the "Mortgage Loans"), identified on the schedules annexed hereto as Exhibit 1 (the "15 Year Loan Schedule") and Exhibit 2 (the "30 Year Loan Schedule," and together with the 15 Year Loan Schedule, the "Mortgage Loan Schedule"). The purchase Mortgage Loans will be conventional fixed rate one- to four-family residential mortgage loans with original terms to maturity of not more than 15 years from the date of origination, in the case of the Mortgage Loans identified on the 15 Year Loan Schedule (the "15 Year Loans"), and 30 years from the date of origination, in the case of the Mortgage Loans identified on the 30 Year Loan Schedule (the "30 Year Loans"). The 15 Year Loans and the 30 Year Loans will have an aggregate outstanding principal balance as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date whether or not received, of approximately $__________ (plus or minus 2.5%) and $__________ (plus or minus 2.5%), respectively, or such other amounts acceptable to the Depositor as evidenced by the actual aggregate outstanding principal balance of the 15 Year Loans and 30 Year Loans accepted by the Depositor for deposit into the Trust Fund. The sale of the Mortgage Loans shall take place on or about February 10prior to April __, 2016 1998 or such other date as shall be mutually acceptable to the parties hereto (the “"Closing Date”"). As , subject to the deposit of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance into the Trust Fund, the issuance of the Certificates and the sale of the Certificates by the Depositor pursuant to the Underwriting Agreement (the “Aggregate Cut-off Date Balance”"Underwriting Agreement") and Purchase Agreement (the "Purchase Agreement"), after application each to be entered into among the Depositor, Bank of all payments of principal due thereon on or before America, FSB and Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation (the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%"Underwriter"). The purchase price of for the Mortgage 15 Year Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage "15 Year Loan Purchase Price”") shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance _____% of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf outstanding principal balances thereof as of the Mortgage Loan Seller and for the benefit close of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate business on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan.170

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The purchase Cut-Off Date with respect to the Mortgage Loans is January 1, 2007. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of (i) $321,582,198, plus (ii) the 50% pari passu interest of the Seller in the 000 Xxxxx Xxxxxxx Xxxxx Mortgage Loan, which such pari passu interest is represented by the related Mortgage Note with a Cut-Off Date balance of $23,375,000. Seller and Principal Commercial Funding II, LLC co-originated the 000 Xxxxx Xxxxxxx Xxxxx Mortgage Loan, which will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $46,750,000. The sale of the Mortgage Loans shall take place on or about February 10January 30, 2016 2007 or such other date as shall be mutually acceptable to the parties hereto (the “"Closing Date”"). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%. The purchase price of to be paid by Purchaser for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to Seller by wire transfer in (and subject immediately available funds on the Closing Date. Notwithstanding anything to the adjustments contemplated by) contrary contained herein, with respect to the xxxx of sale (substantially in the form of Exhibit F 000 Xxxxx Xxxxxxx Xxxxx Mortgage Loan, references to this Agreement), to be entered into between a Mortgage Note herein shall mean the Mortgage Loan Seller and Note related to the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). 000 Xxxxx Xxxxxxx Xxxxx Mortgage Loan. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser's rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “BioMed 2024 Portfolio 2” is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by the Mortgage Loan Seller and JPMCB, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $40,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10August 30, 2016 2024 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%283,515,526. The purchase price of for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the a combination of (i) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller shall cause is responsible) and (ii) in exchange for a reduction in the cash portion of the purchase price that would otherwise be paid by the Purchaser, $15,675,776.32 of the VRR Interest in the form of the Class RR Certificates to be delivered transferred to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for or at the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal Seller’s direction. The Purchaser shall pay and/or direct to one day be paid the cash portion of interest at such purchase price to the related Net Mortgage Rate Loan Seller on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit 1 hereto as “Xxxxxxx Portfolio II” (the “Xxxxxxx Portfolio II Mortgage Loan”) was co-originated by Seller and Bank of America, National Association (“BANA”), and Seller is only selling to Purchaser the related Mortgage Note in favor of Seller and its successors and assigns in the original principal amount of $40,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The purchase Cut-off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first (1st) due date after July 2018, the date that would have been its due date in July 2018 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to July 2018, whether or not received, of (i) $180,216,719, plus (ii) $40,000,000, representing the 50% pari passu interest of Seller in the Xxxxxxx Portfolio II Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of Seller and its successors and assigns. The Xxxxxxx Portfolio II Mortgage Loan will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to July 2018, whether or not received, of $80,000,000. The sale of the Mortgage Loans shall take place on or about February 10July 12, 2016 2018 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balance (shall equal the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject amount to a variance of plus or minus 5.0%. The be set forth as such purchase price in the Xxxx of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale Sale (substantially in the form of Exhibit F to this Agreement3 hereto), to be entered into between the Mortgage Loan Seller and the Purchaser parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser’s rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “000 Xxxxxxxxx Xxxxxx” (the “000 Xxxxxxxxx Xxxxxx Mortgage Loan”), which was co-originated by the Mortgage Loan Seller and Xxxxxx Xxxxxxx Bank, N.A., is a Joint Mortgage Loan with respect to the Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $67,543,860 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10, 2016 2022 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820339,199,518, subject to a variance plus (ii) $67,543,860, representing the approximately 61.4% pari passu interest of plus the Mortgage Loan Seller in the 000 Xxxxxxxxx Xxxxxx Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay and/or direct to be paid the cash portion of such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in connection with this Agreement and immediately available funds or by such other method as shall be mutually acceptable to the issuance of the Certificates (the “Xxxx of Sale”)parties hereto. On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor with respect to each Actual/360 Mortgage Loan, an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day two (2) days of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage LoanBalance.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit 1 hereto as “Yeshiva University Portfolio” (the “Yeshiva University Portfolio Mortgage Loan”) was co-originated by Seller and Argentic Real Estate Finance LLC. (“AREF”), and Seller is only selling to Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $15,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The purchase Cut-off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan in June 2017 (or, in the case of any Mortgage Loan that has its first (1st) due date after June 2017, the date that would have been its due date in June 2017 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of (i) $129,487,849, plus (ii) $15,000,000, representing the 25% pari passu interest of the Seller in the Yeshiva University Portfolio Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Seller and its successors and assigns. The Yeshiva University Portfolio Mortgage Loan will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to June 2017, whether or not received, of $60,000,000. The sale of the Mortgage Loans shall take place on or about February 10June 8, 2016 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balance (shall equal the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject amount to a variance of plus or minus 5.0%. The be set forth as such purchase price in the Xxxx of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale Sale (substantially in the form of Exhibit F to this Agreement3 hereto), to be entered into between the Mortgage Loan Seller and the Purchaser parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser’s rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The purchase Cut-Off Date with respect to the Mortgage Loans is January 1, 2007. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of (i) $329,133,538, plus (ii) the 50% pari passu interest of the Seller in the 000 Xxxxx Xxxxxxx Xxxxx Mortgage Loan, which such pari passu interest is represented by the related Mortgage Note with a Cut-off Date balance of $23,375,000. Seller and Xxxxxx Xxxxxxx Mortgage Capital Inc. co-originated the 000 Xxxxx Xxxxxxx Xxxxx Mortgage Loan, which will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $46,750,000. The sale of the Mortgage Loans shall take place on or about February 10January 30, 2016 2007 or such other date as shall be mutually acceptable to the parties hereto (the “"Closing Date”"). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%. The purchase price of to be paid by Purchaser for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to Seller by wire transfer in (and subject immediately available funds on the Closing Date. Notwithstanding anything to the adjustments contemplated by) contrary contained herein, with respect to the xxxx of sale (substantially in the form of Exhibit F 000 Xxxxx Xxxxxxx Xxxxx Mortgage Loan, references to this Agreement), to be entered into between a Mortgage Note herein shall mean the Mortgage Loan Seller and Note related to the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). 000 Xxxxx Xxxxxxx Xxxxx Mortgage Loan. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser's rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The purchase and Cut-Off Date with respect to the Mortgage Loans is May 1, 2013; provided that, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during May 2013 are deemed to have been received on May 1, 2013 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to May 2013, whether or not received, of $330,512,816. The sale of the Mortgage Loans shall take place on or about February 10May 2, 2016 2013 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balance (shall equal the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject amount to a variance of plus or minus 5.0%. The be set forth as such purchase price in the Bxxx of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale Sale (substantially in the form of Exhibit F to this Agreement3 hereto), to be entered into between the Mortgage Loan Seller and the Purchaser parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx Bxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser’s rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “55 Xxxxxx Yards” (the “55 Xxxxxx Yards Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by Xxxxx Fargo Bank, National Association, DBR Investments Co. Limited and MSBNA, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $25,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10December 19, 2016 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820311,656,049, subject to a variance plus (ii) $25,000,000, representing the approximately 25% pari passu interest of plus the Mortgage Loan Seller in the 55 Xxxxxx Yards Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement that is allocable to the Mortgage Loans to be sold to the Purchaser by the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereofSeller and (ii) (the “Mortgage Loan Purchase Price”) shall be equal to the a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for on the benefit Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. The Mortgage Loan Seller hereby directs the Purchaser to transfer the portion of the Trust Fund, which RR Interest Deposit Amount for each such Mortgage Loan represents an amount equal referenced above directly to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage LoanMSBNA.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Xxxxxxx Park” (the “Xxxxxxx Park Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by the Mortgage Loan Seller and Xxxxx Fargo Bank, National Association, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $50,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10December 19, 2016 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820368,277,500, subject to a variance plus (ii) $50,000,000, representing the 50% pari passu interest of plus the Mortgage Loan Seller in the Xxxxxxx Park Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “9950 Woodloch” (the “9950 Woodloch Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $47,450,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10July 25, 2016 2024 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820183,422,953, subject to a variance plus (ii) $47,450,000, representing the 65.0% pari passu interest of plus the Mortgage Loan Seller in the 9950 Woodloch Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the an amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay such purchase price to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The purchase and Cut-off Date with respect to the Mortgage Loans is February 1, 2013; provided that, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during January 2013 are deemed to have been received on February 1, 2013 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to February 1, 2013, whether or not received, of $309,130,811. The sale of the Mortgage Loans shall take place on or about February 1021, 2016 2013 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balance (shall equal the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject amount to a variance of plus or minus 5.0%. The be set forth as such purchase price in the Xxxx of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale Sale (substantially in the form of Exhibit F to this Agreement3 hereto), to be entered into between the Mortgage Loan Seller and the Purchaser parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser’s rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the mortgage loan identified on Exhibit B to the Pooling and Servicing Agreement as “Colorado Center” (the “Colorado Center Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by the Mortgage Loan Seller and Xxxxx Fargo Bank, National Association, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $40,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10November 15, 2016 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820194,859,274, plus (ii) $40,000,000, representing the 50% pari passu interest of the Mortgage Loan Seller in the Colorado Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5.05%. The Colorado Center Mortgage Loan will have a Cut-off Date Balance of $80,000,000. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement that is allocable to the Mortgage Loans to be sold to the Purchaser by the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereofSeller and (ii) (the “Mortgage Loan Purchase Price”) shall be equal to the a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit 1 hereto as “Xxxxxxx Portfolio II” (the “Xxxxxxx Portfolio II Mortgage Loan”) was co-originated by Seller and KeyBank National Association (“KeyBank”), and Seller is only selling to Purchaser the related Mortgage Note in favor of Seller and its successors and assigns in the original principal amount of $40,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The purchase Cut-off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan in July 2018 (or, in the case of any Mortgage Loan that has its first (1st) due date after July 2018, the date that would have been its due date in July 2018 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to July 2018, whether or not received, of (i) $80,898,773, plus (ii) $40,000,000, representing the 50% pari passu interest of Seller in the Xxxxxxx Portfolio II Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of Seller and its successors and assigns. The Xxxxxxx Portfolio II Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to July 2018, whether or not received, of $80,000,000. The sale of the Mortgage Loans shall take place on or about February 10July 12, 2016 2018 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balance (shall equal the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject amount to a variance of plus or minus 5.0%. The be set forth as such purchase price in the Xxxx of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale Sale (substantially in the form of Exhibit F to this Agreement3 hereto), to be entered into between the Mortgage Loan Seller and the Purchaser parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser’s rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Aventura Mall” (the “Aventura Mall Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by MSBNA and Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $50,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10November 29, 2016 2018 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not receivedreceived of (i) $339,351,151, plus (ii) $50,000,000, representing the 50% pari passu interest of $225,688,820the Mortgage Loan Seller in the Aventura Mall Mortgage Loan, subject to a variance which pari passu interest is represented by the related Mortgage Note(s) in favor of plus or minus 5.0%the Mortgage Loan Seller and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement that is allocable to the Mortgage Loans to be sold to the Purchaser by the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereofSeller and (ii) (the “Mortgage Loan Purchase Price”) shall be equal to the a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for on the benefit Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto. The Mortgage Loan Seller hereby directs the Purchaser to transfer the portion of the Trust Fund, which RR Interest Deposit Amount for each such Mortgage Loan represents an amount equal referenced above directly to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage LoanMSBNA.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan (a) The Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the MLMCI Mortgage LoansLoans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual MLMCI Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The MLMCI Mortgage Loans are expected to have an aggregate principal balance of $178,322,691 (the "MLMCI Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date whether or not received. The MLMCI Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-Off Date (after giving effect to any payments due on or before such date whether or not received), is expected to equal an aggregate principal balance (the "Initial Pool Balance") of $885,738,326 (subject to a variance of plus or minus 5%). The purchase and sale of the MLMCI Mortgage Loans shall take place on or about February 10December 17, 2016 1999 or such other date as shall be mutually acceptable to the parties hereto (the “"Closing Date”"). As The consideration (the "Aggregate Purchase Price") for the MLMCI Mortgage Loans shall consist of a cash amount equal to (i) [____]% of the MLMCI Balance as of the Cut-off Off Date, plus (ii) interest accrued on the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest MLMCI Balance at the related Net Mortgage Rate on for the related Stated Principal Balance as of period from and including the Cut-off Off Date up to but not including the Closing Date in the amount of such $[_______], less fees and expenses payable by the Seller. The Aggregate Purchase Price shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date. The Purchaser will assign to the Trustee, all of its right, title and interest in and to the MLMCI Mortgage LoanLoans.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loans identified on Exhibit B to the Pooling and Servicing Agreement as “Mini Mall Self-Storage” (the “Mini Mall Self-Storage Mortgage Loan”) and “Queens Center” (the “Queens Center Mortgage Loan”) are Joint Mortgage Loans with respect to the Mortgage Loan Seller and were co-originated by the Mortgage Loan Seller and Xxxxx Fargo Bank, National Association (among others) and Xxxxxx Xxxxxxx Mortgage Capital Holdings LLC (among others), respectively, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Notes in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $42,000,000 and $27,750,000, respectively (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Notes” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10December 11, 2016 2024 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820111,500,000, subject to a variance plus (ii) $42,000,000, representing the approximately 49% pari passu interest of the Mortgage Loan Seller in the Mini Mall Self Storage Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns, plus (iii) $27,750,000, representing the approximately 33% pari passu interest of the Mortgage Loan Seller in the Queens Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the VRR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the VRR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit 1 hereto as “Wolfchase Galleria” (the “Wolfchase Galleria Mortgage Loan”) was co-originated by Seller and UBS AG, by and through its branch office at 1285 Avenue of the Americas, New York, New York (“UBS AG”), and Seller is only selling to Purchaser the related Mortgage Note in favor of the Seller and its successors and assigns in the original principal amount of $35,000,000 (and only such Mortgage Note will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The purchase Cut-off Date with respect to each Mortgage Loan is the respective due date for such Mortgage Loan in December 2016 (or, in the case of any Mortgage Loan that has its first (1st) due date after December 2016, the date that would have been its due date in December 2016 under the terms of such Mortgage Loan if a monthly debt service payment were scheduled to be due in that month). The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to December 2016, whether or not received, of (i) $188,170,083, plus (ii) $34,950,870.50, representing the 50% pari passu interest of the Seller in the Wolfchase Galleria Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Seller and its successors and assigns. Seller and UBS AG co-originated the Wolfchase Galleria Mortgage Loan, which will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to December 2016, whether or not received, of $69,901,741. The sale of the Mortgage Loans shall take place on or about February 10December 7, 2016 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balance (shall equal the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject amount to a variance of plus or minus 5.0%. The be set forth as such purchase price in the Xxxx of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale Sale (substantially in the form of Exhibit F to this Agreement3 hereto), to be entered into between the Mortgage Loan Seller and the Purchaser parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser’s rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A hereto as “General Motors Building” (the “General Motors Building Mortgage Loan”) was co-originated by MSBNA, Xxxxx Fargo Bank, National Association (“Xxxxx Fargo Bank”), Citigroup Global Markets Realty Corp. and Deutsche Bank AG, New York Branch, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $59,800,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10July 27, 2016 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of $225,688,820158,600,882, plus (ii) $59,800,000, representing the 66.4% pari passu interest of the Mortgage Loan Seller in the General Motors Building Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns, in each case, subject to a variance of plus or minus 5.05%. The General Motors Building Mortgage Loan will have an aggregate balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to July 2017, whether or not received, of $90,000,000. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to MSBNA pursuant to the RR Interest Transfer Agreement that is allocable to the Mortgage Loans to be sold to the Purchaser by the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereofSeller and (ii) (the “Mortgage Loan Purchase Price”) shall be equal to the a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “000 Xxxx Xxxxxx Xxxxx” (the “000 Xxxx Xxxxxx Xxxxx Xxxxxxxx Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by Xxxxx Fargo Bank and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $55,000,000 (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10October 23, 2016 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820359,425,703, subject to a variance plus (ii) $55,000,000, representing the 50% pari passu interest of plus or minus 5.0%the Mortgage Loan Seller in the 000 Xxxx Xxxxxx Xxxxx Xxxxxxxx Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The purchase Cut-Off Date with respect to the Mortgage Loans is August 1, 2006. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of (i) $1,471,351,415 plus (ii) the 50% pari passu interest of the Seller in the G&L Portfolio Mortgage Loan, which such pari passu interest is represented by the related Mortgage Note with a Cut-Off Date balance of $71,125,000. Seller and Principal Commercial Funding II, LLC co-originated the G&L Portfolio Mortgage Loan, which will have an aggregate balance as of the close of business on the Cut-Off Date, after giving effect to any payments due on or before such date, whether or not received, of $142,250,000. The sale of the Mortgage Loans shall take place on or about February 10August 17, 2016 2006 or such other date as shall be mutually acceptable to the parties hereto (the “"Closing Date”"). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%. The purchase price of to be paid by Purchaser for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth as such purchase price on Exhibit 3 hereto. The purchase price shall be paid to Seller by wire transfer in (and subject immediately available funds on the Closing Date. Notwithstanding anything to the adjustments contemplated by) contrary contained herein, with respect to the xxxx of sale (substantially in the form of Exhibit F G&L Portfolio Mortgage Loan, references to this Agreement), to be entered into between a Mortgage Note herein shall mean the Mortgage Loan Seller and Note related to the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). G&L Portfolio Mortgage Loan. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause Purchaser will assign to be delivered Trustee pursuant to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14), and Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser's rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, each of the Mortgage Loans identified on Exhibit B to the Pooling and Servicing Agreement as “000 Xxxx Xxxxxx Xxxxx” (the “000 Xxxx Xxxxxx Xxxxx Xxxxxxxx Loan”) and “Midtown Center” (the “Midtown Center Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated (i) with respect to the 000 Xxxx Xxxxxx Xxxxx Xxxxxxxx Loan, by Mortgage Loan Seller, JPMorgan Chase Bank, National Association and BANA, and (ii) with respect to the Midtown Center Mortgage Loan, by Mortgage Loan Seller, BANA and Xxxxxxx Xxxxx Bank USA, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of (A) $55,000,000 with respect to the 000 Xxxx Xxxxxx Xxxxx Xxxxxxxx Loan, representing the 50% pari passu interest of the Mortgage Loan Seller in the 000 Xxxx Xxxxxx Xxxxx Xxxxxxxx Loan and (B) $35,950,000 with respect to the Midtown Center Mortgage Loan, representing the 40.63% pari passu interest of the Mortgage Loan Seller in the Midtown Center Mortgage Loan (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10November 15, 2016 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%353,560,467. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof, and in the case of the Herald Center Mortgage Loan, together with the corresponding Herald Center REMIC II Regular Interest. The purchase Cut-Off Date with respect to the Mortgage Loans is November 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during November 2015 are deemed to have been due and received on November 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to November 2015, whether or not received, of $605,449,740. The sale of the Mortgage Loans shall take place on or about February 10November 12, 2016 2015 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balance (shall equal the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject amount to a variance of plus or minus 5.0%. The be set forth as such purchase price in the Xxxx of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale Sale (substantially in the form of Exhibit F to this Agreement3 hereto), to be entered into between the Mortgage Loan Seller and the Purchaser parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser’s rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan The Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on or about February 10before January 31, 2016 or such other date as shall be mutually acceptable to the parties hereto 2007 (the “Closing Date”). As , certain adjustable-rate and fixed rate, conventional residential mortgage loans (the “Mortgage Loans”) originated by American Home Mortgage Corp. (“American Home”), Ameriquest Mortgage Company (“Ameriquest”), Community Lending Corp. (“Community Lending”), Countrywide Home Loans, Inc. (“Countrywide”), Equity Now Inc. (Equity Now”), Fifth Third Bank (“Fifth Third”), GreenPoint Mortgage Funding, Inc. (“GreenPoint”), HomeBanc Mortgage Corporation (“HomeBanc”), LoanCity (“LoanCity”), MortgageIT, Inc. (“MortgageIT”), PHH Mortgage Corporation (“PHH”), Residential Financial Corporation (“RFC”), Secured Bankers Mortgage Company (“Secured Bankers”), Silver State Mortgage (“Silver State”), SunTrust Mortgage, Inc. (“SunTrust”), Txxxxx, Bxxx & Wxxxxxxx Mortgage Corp. (“Txxxxx Xxxx”), Weichert Financial Services (“Weichert”), and Wxxxx Fargo Bank, N.A. (“Wxxxx Fargo”, each an “Originator”, and together, the “Originators”), having an aggregate principal balance as of the close of business on January 1, 2007 (the “Cut-off Date, the Mortgage Loans will have an aggregate principal balance ”) of $824,102,024 (the “Aggregate Cut-off Date Closing Balance”), after application of giving effect to all payments of principal due thereon on the Mortgage Loans on or before the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%. The purchase price Seller, concurrently with the execution and delivery of the Mortgage Loans (inclusive of accrued interest this Agreement does hereby sell, and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal connection therewith hereby assigns to the amount set forth in (and subject to the adjustments contemplated by) the xxxx Purchase, effective as of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, without recourse, (i) all of its right, title and interest in the Mortgage Loan Cap Contract, dated January 31, 2007 and (ii) all proceeds of the foregoing. Notwithstanding any of the foregoing, the Seller shall cause retain its rights against each Originator relating to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts remedies for breaches of loan-level representations and warranties and remedies with respect to the Mortgage Loansearly payment defaults, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanif any.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof, and in the case of the Herald Center Mortgage Loan, together with the corresponding Herald Center REMIC II Regular Interest and the Herald Center REMIC II Residual Interest. The purchase Cut-off Date with respect to the Mortgage Loans is October 1, 2015; provided, that for purposes of determining amounts allocable to the related Seller, with respect to any Mortgage Loans not having due dates on the first (1st) day of each month, the scheduled payments of principal and/or interest due thereon during October 2015 are deemed to have been due and received on October 1, 2015 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-off Date, after giving effect to any payments during or prior to October 2015, whether or not received, of $481,537,238. The sale of the Mortgage Loans shall take place on or about February 10October 15, 2016 2015 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balance (shall equal the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject amount to a variance of plus or minus 5.0%. The be set forth as such purchase price in the Xxxx of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale Sale (substantially in the form of Exhibit F to this Agreement3 hereto), to be entered into between the Mortgage Loan Seller and the Purchaser parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser’s rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan The Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser Depositor agrees to purchase, the mortgage loans (the "Mortgage Loans"), identified on the schedules annexed hereto as Exhibit 1 (the "15 Year Loan Schedule") and Exhibit 2 (the "30 Year Loan Schedule," and together with the 15 Year Loan Schedule, the "Mortgage Loan Schedule"). The purchase Mortgage Loans will be conventional fixed rate one- to four-family residential mortgage loans with original terms to maturity of not more than 15 years from the date of origination, in the case of the Mortgage Loans identified on the 15 Year Loan Schedule (the "15 Year Loans"), and 30 years from the date of origination, in the case of the Mortgage Loans identified on the 30 Year Loan Schedule (the "30 Year Loans"). The 15 Year Loans and the 30 Year Loans will have an aggregate outstanding principal balance as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date whether or not received, of approximately $__________ (plus or minus 2.5%) and $__________ (plus or minus 2.5%), respectively, or such other amounts acceptable to the Depositor as evidenced by the actual aggregate outstanding principal balance of the 15 Year Loans and 30 Year Loans accepted by the Depositor for deposit into the Trust Fund. The sale of the Mortgage Loans shall take place on or about February 10prior to May __, 2016 1998 or such other date as shall be mutually acceptable to the parties hereto (the “"Closing Date”"). As , subject to the deposit of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance into the Trust Fund, the issuance of the Certificates and the sale of the Certificates by the Depositor pursuant to the Underwriting Agreement (the “Aggregate Cut-off Date Balance”"Underwriting Agreement") and Purchase Agreement (the "Purchase Agreement"), after application each to be entered into among the Depositor, Bank of all payments of principal due thereon on or before America, FSB and Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation (the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%"Underwriter"). The purchase price of for the Mortgage 15 Year Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage "15 Year Loan Purchase Price”") shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance _____% of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance outstanding principal balances thereof as of the close of business on the Cut-off Date of such Mortgage Loan.off

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt by the Mortgage Loan Seller (or its designee) of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on or about February 10January 31, 2016 2024 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of (i) $225,688,82095,290,000 plus (ii) $40,000,000, representing the approximately 54.1% pari passu interest of the Mortgage Loan Seller in the Tysons Corner Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns plus (iii) $45,000,000, representing the 75% pari passu interest of the Mortgage Loan Seller in the Blue Owl Tenneco Portfolio (Pool B) Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns plus (iv) $15,000,000, representing the 25% pari passu interest of the Mortgage Loan Seller in the DoubleTree by Hilton Hotel Orlando at SeaWorld Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns plus (v) $15,000,000, representing the approximately 33.3% pari passu interest of the Mortgage Loan Seller in the Garden State Plaza Mortgage Loan, which pari passu interest is represented by the related Mortgage Note in favor of the Mortgage Loan Seller and its successors and assigns, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to (i) the amount set forth in (and subject to the adjustments contemplated by) the xxxx bill of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx Bill of Sale”)) and (ii) the VRR Interest with a $17,209,198 initial Certificate Balance and representing approximately 66.5% of the entire VRR Interest. On the Closing Date, the The Mortgage Loan Seller shall hereby directs the Purchaser to cause such portion of the VRR Interest to be registered in the name of Deutsche Bank AG, acting through its New York Branch (“DBNY”) and to cause such VRR Interest to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, Certificate Administrator to be deposited by held in the Depositor into the Distribution Retained Interest Safekeeping Account on behalf of DBNY in accordance with the Mortgage Loan Seller Pooling and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage LoanServicing Agreement.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loans identified on Exhibit B to the Pooling and Servicing Agreement as “Grapevine Xxxxx” (the “Grapevine Xxxxx Mortgage Loan”), ”Marriott Myrtle Beach Grande Dunes Resort” (the “Marriott Myrtle Beach Grande Dunes Resort Mortgage Loan”) and “610 Newport Center” (the “610 Newport Center Mortgage Loan”) are Joint Mortgage Loans with respect to the Mortgage Loan Seller and were co-originated by the Mortgage Loan Seller and Xxxxx Fargo Bank, National Association and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of (i) $20,000,000 with respect to the Grapevine Xxxxx Mortgage Loan, (ii) $14,988,037 with respect to the Marriott Myrtle Beach Grande Dunes Resort Mortgage Loan and (iii) $22,000,000 with respect to the 610 Newport Center Mortgage Loan (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10August 29, 2016 2024 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,82070,000,000, subject to a variance plus (ii) $20,000,000, representing approximately the 33.3% pari passu interest of the Mortgage Loan Seller in the Grapevine Xxxxx Mortgage Loan, plus (iii) $14,988,037, representing approximately the 25.0% pari passu interest of the Mortgage Loan Seller in the Marriott Myrtle Beach Grande Resort Dunes Mortgage Loan, plus (iv) $22,000,000, representing the 40.0% pari passu interest of the Mortgage Loan Seller in the 610 Newport Center Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the an amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan 1.1 Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, on a servicing released basis, the Mortgage LoansLoans identified on the schedule (the “Mortgage Loan Schedule”) annexed hereto as Exhibit 1, as such schedule may be amended to reflect the actual Mortgage Loans accepted by Purchaser pursuant to the terms hereof. The purchase and Cut-Off Date with respect to the Mortgage Loans is October 1, 2012; provided that, with respect to any Mortgage Loans not having due dates on the first day of each month, the scheduled payments of principal and/or interest due thereon during October 2012 are deemed to have been received on October 1, 2012 rather than the actual date of receipt. The Mortgage Loans will have an aggregate principal balance as of the close of business on the Cut-Off Date, after giving effect to any payments during or prior to October 2012, whether or not received, of $260,129,520. The sale of the Mortgage Loans shall take place on or about February 10October 17, 2016 2012 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, The purchase price to be paid by Purchaser for the Mortgage Loans will have an aggregate principal balance (shall equal the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject amount to a variance of plus or minus 5.0%. The be set forth as such purchase price in the Bxxx of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale Sale (substantially in the form of Exhibit F to this Agreement3 hereto), to be entered into between the Mortgage Loan Seller and the Purchaser parties to this Agreement in connection with this Agreement and the issuance of the Certificates (the “Xxxx Bxxx of Sale”), which purchase price excludes accrued interest and applicable deal expenses. The purchase price shall be paid to Seller by wire transfer in immediately available funds on the Closing Date. 1.2 On the Closing Date, the Mortgage Loan Seller shall cause to be delivered Purchaser will assign to the Depositor an amount equal Trustee pursuant to the aggregate Interest Deposit Amounts with respect Pooling and Servicing Agreement all of its right, title and interest in and to the Mortgage LoansLoans and its rights under this Agreement (to the extent set forth in Section 14 hereof), and the Trustee shall succeed to be deposited by the Depositor into the Distribution Account on behalf of such right, title and interest in and to the Mortgage Loan Seller Loans and for Purchaser’s rights under this Agreement (to the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loanextent set forth in Section 14 hereof).

Agreement to Purchase. Subject In consideration of the sum of $10.00, the mutual covenant herein set forth, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller agrees to sell to Purchaser, by General Warranty Deed, and Xxxxxxxxx agrees to purchase from Seller, pursuant the terms and conditions of auction sale and terms and conditions hereinafter set forth in this Agreementforth, the Mortgage Loan Seller agrees to sellreal property located at 000 Xx. Xxxxxxx Xxxxxx Xxxxxx, assignXX and legally described as BEG AT THE NE COR OF SAINT XXXXXXX XXXXX & TEXAS ST (FORMERLY DELAWARE ST) IN THE CITY OF MOB AL RUN NLY ALG THE E/ROW/L OF SAINT EMANUEL ST 218.0 FT TO A PT TH WITH AN INT ANG OF 90 DEG 09 MIN 24 SEC RUN XXX 127.0 FT TO A PT TH WITH AN INT ANG OF 89 DEG 54 MIN 25 SEC RUN SLY 205.24 FT TO A PT ON THE N/ROW/L OF THE AFOREMEN TEXAS ST (FORMERLY DELAWARE ST) TH WITH AN INT ANG OF 95 DEG 49 MIN 11 SEC RUN WLY ALG SD N/ROW/L OF TEXAS ST (FORMERLY DELAWARE ST) 127.91 FT TO THE POB #SEC 38 T4S R1W #MP2 (a) HIGH BID PRICE $ _ Plus 10% Buyer's Premium $ Less Opening Bid Discount, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on or about February if any $ (b) XXXXXXX MONEY DEPOSIT (10, 2016 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”%). As of $ In U.S. Funds, based on the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Total Contract Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Mortgage Loan Seller and the Purchaser held in connection with this Agreement and the issuance of the Certificates a non-interest bearing escrow account. (the “Xxxx of Sale”)c) BALANCE OF PURCHASE PRICE $ In U.S. Funds, due at closing, not including Purchaser's closing costs or financing costs, prepaids or prorations, in immediately available cash or by confirmed wire transfer. On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan.Seller's Initials Purchaser's Ins

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan The Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage LoansLoans identified on the Mortgage Loan Schedule; provided however, with respect to the Mortgage Loan identified on the Mortgage Loan Schedule as Georgia-Alabama Retail Portfolio, the related insurance premium reserve with a Cut-off Date balance of $224,090 (the "Insurance Premium Reserve") shall not be transferred hereunder and the Insurance Premium Reserve account (i) shall not be additional collateral for the related Mortgage Loan and (ii) shall, to the extent not used to cover insurance premiums, be returned to the Seller as provided in the related Mortgage Loan Documents. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loans delivered to the Purchaser pursuant to the terms hereof. The Mortgage Loans are expected to have an aggregate principal balance of $1,136,902,105 (the "Countrywide Mortgage Loan Balance") (subject to a variance of plus or minus 5.0%) as of the close of business on the Cut-off Date, after giving effect to any payments due on or before such date, whether or not such payments are received. The Countrywide Mortgage Loan Balance, together with the aggregate principal balance of the Other Mortgage Loans as of the Cut-off Date (after giving effect to any payments due on or before such date, whether or not such payments are received), is expected to equal an aggregate principal balance (the "Cut-off Date Pool Balance") of $2,435,364,704 (subject to a variance of plus or minus 5%). The purchase and sale of the Mortgage Loans shall take place on or about February 10August 28, 2016 2007 or such other date as shall be mutually acceptable to the parties hereto to this Agreement (the “"Closing Date”"). As of The consideration (the Cut-off Date, "Purchase Consideration") for the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to (i) 97.94600080106260% of the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into between the Seller Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On the Closing Date, the Mortgage Loan Seller shall cause to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-Cut off Date Date, plus (ii) $5,252,212, which amount represents the amount of such interest accrued on the Seller Mortgage LoanLoan Balance, as agreed to by the Seller and the Purchaser. The Purchase Consideration shall be paid to the Seller or its designee by wire transfer in immediately available funds on the Closing Date.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit B to the Pooling and Servicing Agreement as “Brandywine Strategic Office Portfolio” (the “Brandywine Strategic Office Portfolio Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by the Mortgage Loan Seller, Bank of America, National Association, Barclays Capital Real Estate Inc. and Xxxxx Fargo Bank, National Association, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amount of $25,083,333 with respect to the Brandywine Strategic Office Portfolio Mortgage Loan, representing the 30.871794841% pari passu interest of the Mortgage Loan Seller in the Brandywine Strategic Office Portfolio Mortgage Loan (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10April 19, 2016 2023 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%223,536,333. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, the Mortgage Loan identified on Exhibit A hereto as “Del Amo Fashion Center” (the “Del Amo Fashion Center Mortgage Loan”) was co-originated by the Mortgage Loan Seller and Xxxxx Fargo Bank, National Association, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Notes in favor of the Mortgage Loan Seller and its successors and assigns in the original principal amount of $30,000,000 (and only such Mortgage Notes will constitute a “Mortgage Loan” or “Mortgage Notes” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February 10July 13, 2016 2017 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of $225,688,820430,814,043 (including $30,000,000, representing the 50% interest of the Mortgage Loan Seller in the Del Amo Fashion Center Mortgage Loan, which interest is represented by the related Mortgage Notes in favor of the Mortgage Loan Seller and its successors and assigns), subject to a variance of plus or minus 5.05%. The purchase price of for the Mortgage Loans (inclusive of accrued interest and exclusive of the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the an amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay such purchase price to be delivered to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the The Mortgage Loan Seller agrees to sell, assign, transfer transfer, set over and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchasepurchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. Notwithstanding anything to the contrary herein, each of the Mortgage Loans identified on Exhibit B to the Pooling and Servicing Agreement as “Xxxxxxx Park” (the “Xxxxxxx Park Mortgage Loan”) and “ILPT Industrial Portfolio” (the “ILPT Industrial Portfolio Mortgage Loan”) is a Joint Mortgage Loan with respect to the Mortgage Loan Seller and was co-originated by the Mortgage Loan Seller and Xxxxx Fargo Bank, National Association, in the case of the Xxxxxxx Park Mortgage Loan, and by MSBNA, Bank of America, National Association and UBS AG, New York Branch, in the case of the ILPT Industrial Portfolio Mortgage Loan, and the Mortgage Loan Seller is only selling to the Purchaser the related Mortgage Notes in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns in the original principal amounts of $50,000,000 and $39,240,000, respectively (and only such Mortgage Note(s) will constitute a “Mortgage Loan” or “Mortgage Note(s)” hereunder). The purchase and sale of the Mortgage Loans shall take place on or about February December 10, 2016 2019 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”)balance, after application of all payments of principal due thereon on the Mortgage Loans, if any, on or before the Cut-off Datesuch date, whether or not received, of (i) $225,688,820358,938,813, subject to a variance plus (ii) $50,000,000, representing the 50.00% pari passu interest of the Mortgage Loan Seller in the Xxxxxxx Park Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or one of its affiliates) and its successors and assigns, plus (iii) $39,240,000, representing the 52.32% pari passu interest of the Mortgage Loan Seller in the ILPT Industrial Portfolio Mortgage Loan, which pari passu interest is represented by the related Mortgage Note(s) in favor of the Mortgage Loan Seller (or minus 5.0%one of its affiliates) and its successors and assigns. The purchase price of for the Mortgage Loans shall be a combination of (inclusive i) the portion of accrued interest and exclusive of the RR Interest transferred to the Mortgage Loan Seller’s share of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal Seller pursuant to the RR Interest Transfer Agreement and (ii) a cash amount set forth in (and subject to on the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement), to be entered into cross receipt between the Mortgage Loan Seller and the Purchaser in connection with this Agreement and the issuance of the Certificates (the “Xxxx of Sale”). On dated the Closing Date, Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall cause pay and/or direct to be delivered paid the cash portion of such purchase price to the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance Closing Date by wire transfer in immediately available funds or by such other method as of shall be mutually acceptable to the Cut-off Date of such Mortgage Loanparties hereto.

Agreement to Purchase. Subject to the terms and conditions set forth in this Agreement, the Mortgage Loan The Seller agrees to sell, assign, transfer and otherwise convey to the Purchaser upon receipt of the Mortgage Loan Purchase Price referred to in this Section 1, and the Purchaser agrees to purchase, the Mortgage LoansLoan identified on the schedule (the "Mortgage Loan Schedule") annexed hereto as Exhibit A. The Mortgage Loan Schedule may be amended to reflect the actual Mortgage Loan accepted by the Purchaser pursuant to the terms hereof. The Mortgage Loan will have an aggregate principal balance of $787,000,000 (the "Initial LUBS Pool Balance") as of the close of business on the Cut-off Date, after giving effect to any and all payments of principal due thereon on or before such date, whether or not received. The purchase and sale of the Mortgage Loans Loan shall take place on or about February 1027, 2016 2007 or such other date as shall be mutually acceptable to the parties hereto (the “"Closing Date”"). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance (the “Aggregate Cut-off Date Balance”), after application of all payments of principal due thereon on or before the Cut-off Date, whether or not received, of $225,688,820, subject to a variance of plus or minus 5.0%. The purchase price of the Mortgage Loans (inclusive of accrued interest and exclusive of consideration for the Mortgage Loan Seller’s share shall consist of a cash amount equal to a percentage (mutually agreed upon by the parties hereto) of the costs set forth in Section 9 hereof) (the “Mortgage Loan Purchase Price”) shall be equal to the amount set forth in (and subject to the adjustments contemplated by) the xxxx of sale (substantially in the form of Exhibit F to this Agreement)Initial LUBS Pool Balance, to be entered into between plus interest accrued on the Mortgage Loan Seller and at the Purchaser in connection with this Agreement and the issuance related Mortgage Rate (net of the Certificates (related Administrative Cost Rate), for the “Xxxx of Sale”). On period from and including February 11, 2007 up to but not including the Closing Date, which cash amount shall be paid to the Seller or its designee by wire transfer in immediately available funds (or by such other method as shall be mutually acceptable to the parties hereto) on the Closing Date. The parties hereto acknowledge that the Mortgage Loan Seller shall cause to be delivered to Loans consist of: (i) the Depositor an amount equal to the aggregate Interest Deposit Amounts with respect to the Mortgage Loans, to be deposited by the Depositor into the Distribution Account on behalf of the Mortgage Loan Seller and for the benefit of the Westfield San Francisco Emporium Trust Fund, which Interest Deposit Amount for each such Mortgage Loan represents an amount equal to one day of interest at the related Net Mortgage Rate on the related Stated Principal Balance as of the Cut-off Date of such Mortgage Loan, (ii) the International Square Trust Mortgage Loan, and (iii) the Tishman Speyer DC Portfolio I Trust Mortgage Loan, in each case as defined in the Pooling and Servicing Agreement.